(a) General
(1) Lessee shall use the Lease Premises only for the purpose or purposes stated in this Lease and only for the operation and maintenance of the Improvements expressly authorized in this Lease. Lessee shall commence use of the Lease Premises within ninety (90) days of the beginning date of this Lease or within ninety (90) days of the date set for construction to commence as set forth in this Lease, whichever is later. (2) All demolition, construction, remodeling, reconstruction, maintenance, repairs, removal, or remediation performed on the Lease Premises at any time by Lessee shall first be authorized by all appropriate Regulatory Agencies. Lessee is solely responsible for determining what approvals, authorizations, or certifications are required, and shall be solely responsible for all costs incurred thereby. In addition, Lessee shall obtain and comply with preventative or remedial measures required by any environmental reports, assessments, or inspections, including, but not limited to those required by the California Environmental Quality Act and/or the National Environmental Policy Act, or as otherwise required by law or reasonably requested by Lessor. Nothing in this Lease shall be interpreted as a pre-approval of any permit, certification, or any other precondition required for the use of the Lease Premises.
(b) Continuous Use
Lessee's use of the Lease Premises shall be continuous from commencement of the Lease until its expiration. Lessee's discontinuance of such use for a period of ninety (90) days shall be presumed to be an abandonment unless Lessee demonstrates to Lessor’s satisfaction that Lessee’s use of the Lease Premises is consistent with similarly situated properties. In the event of an abandonment, Lessor may elect to terminate the Lease as provided in Paragraph 12(a)(3). Abandonment of the Lease Premises shall not relieve Lessee of any obligations under this Lease.
(c) Repairs and Maintenance
(1) Lessor shall not be required to make any Repairs in, on, or about all or part of the Lease Premises. Lessee shall, at all times during the term of this Lease and without any cost or expense to Lessor, keep and maintain the Lease Premises, including all Improvements, in good order and repair and in a clean, safe, sanitary, and orderly condition.
(2) Lessee shall make, or cause to be made, any Repairs which may be required by any Regulatory Agency. Lessee shall observe and comply with, any law, statute, ordinance, plan, regulation, resolution, or policy applicable to the Lease Premises in making such Repairs. All work shall be performed with reasonable diligence, completed within a reasonable time, and performed at the sole cost and expense of Lessee.
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(3) Lessee expressly accepts the Lease Premises “as is” and expressly acknowledges that:
(i) Lessor has made no representations or warranties as to the suitability of the Lease Premises for any Improvements. Lessee shall conduct all tests necessary to determine the suitability of the Lease Premises for any proposed use or Improvements authorized; and
(ii) Lessor has made no representations or warranties as to the quality or value of any Improvements found on the Lease Premises, or of their conformity to any applicable building codes, zoning ordinances, or other regulations. Lessee agrees to inspect any preexisting Improvements at its own cost to determine whether such Improvements are safe and suitable for the Lessee’s intended use; and (iii) Lessee shall neither be entitled to any reduction in rent, nor any extension of the terms of this Lease because of damage to or destruction of any Improvements on the Lease Premises.
(iv) Lessee and Lessor agree that any Improvements on the Lease Premises constitute the personal property of Lessee and that fixture law does not apply. (4) In the event that the Lease Premises is partly, or in whole, comprised of tidal, submerged, or waterfront property, Lessee expressly accepts the hazards involved in using or improving such lands. Lessor is not responsible for, and Lessee shall not be reimbursed for nor receive any offset of rent for, any damages or reduced use of the Lease Premises caused by: local or invasive flora or fauna, flooding, erosion, sea level rise, storms, freezing, inclement weather of any kind, acts of god, maintenance or failure of protective structures, and any other such hazards. (d) Additions, Alterations, and Removal
No Improvements other than those expressly authorized in this Lease shall be constructed by the Lessee on the Lease Premises without the prior written consent of Lessor. Any Additions or Alterations are expressly prohibited. Lessee is also prohibited from any Additions or Alterations which cause a material change to the environmental impact on or around the Lease Premises.
(e) Enjoyment
This Lease is non-exclusive, and is subject to the provisions of Section 3, Paragraph 6 below. Lessee shall have the right to exclude persons from the Lease Premises only when their presence or activity constitutes a material interference with Lessee's use and enjoyment of the Lease Premises.
(f) Discrimination
Lessee, in its use of the Lease Premises, shall not discriminate against any person or
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class of persons on any basis protected by federal, state, or local law, including: race, color, creed, religion, national origin, sex, sexual orientation, gender identity, age, marital/parental status, veteran status, or disability. (g) Residential Use
Unless otherwise provided for in this Lease, no portion of the Lease Premises shall be used as a location for a Residence, for the purpose of mooring or maintaining a structure which is used as a Residence, or for Residential Uses. (h) Commercial Use
Unless otherwise provided for in this Lease, the Lease Premises is to be used by Lessee and Lessee’s invitees or guests only. Use of the Lease Premises for commercial purposes; conducting a business, whether for profit or otherwise; and any subleasing, rental, or any transaction whereby Lessee directly or indirectly receives compensation from a third party in exchange for use of the Lease Premises shall constitute an immediate Default of this lease with no cure period.
6. RESERVATIONS, ENCUMBRANCES, AND RIGHTS-OF-WAY
(a) Reservations
(1) Lessor expressly reserves all natural resources in or on the Lease Premises, including but not limited to timber, minerals, and geothermal resources as defined under Public Resources Code sections 6401, 6407, and 6903, respectively; the right to grant and transfer the same; as well as the right to grant leases in and over the Lease Premises which may be necessary or convenient for the extraction of such natural resources.
Such leasing shall be neither inconsistent nor incompatible with the rights or privileges of Lessee under this Lease.
(2) Lessor expressly reserves a right to go on the Lease Premises and all Improvements for any purposes associated with this Lease or for carrying out any function required by law, or the rules, regulations, or management policies of the State Lands Commission.
Lessor shall have a right of reasonable access to the Lease Premises across Lessee owned or occupied lands adjacent to the Lease Premises for any purpose associated with this Lease.
(3) Lessor expressly reserves to the public an easement for convenient access across the Lease Premises to other State-owned lands located near or adjacent to the Lease Premises and a right of reasonable passage across and along any right-of-way granted by this Lease; however, such easement or right-of-way shall be neither inconsistent nor incompatible with the rights or privileges of Lessee under this Lease. (4) Lessor expressly reserves the right to lease, convey, or encumber the Lease
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Premises, in whole or in part, during the Lease term for any purpose not inconsistent or incompatible with the rights or privileges of Lessee under this Lease. (b) Encumbrances
The Lease Premises may be subject to pre-existing contracts, leases, licenses, easements, encumbrances, and claims and is made without warranty by Lessor of title, condition, or fitness of the land for the stated or intended purpose.
7. RULES, REGULATIONS, AND TAXES
(a) Lessee shall comply with and be bound by all presently existing or subsequently enacted rules, regulations, statutes or ordinances of the State Lands Commission or any Regulatory Agency. Occupancy or use of the Lease Premises provides no exemption from applicable regulations including, but not limited to, federal, state, county and local regulations, regulations promoting public health, safety, or welfare, building codes, zoning ordinances, and sanitation regulations. Lessee expressly acknowledges that Regulatory Agencies have jurisdiction over the Lease Premises unless such laws are in direct conflict with state law or public trust principles.
(b) Lessee understands and agrees that a necessary condition for the granting and continued existence of this Lease is that Lessee obtains and maintains all permits or other entitlements. Lessee expressly acknowledges that issuance of this Lease does not substitute for, or provide preference in obtaining authorizations from other Regulatory Agencies.
(c) Taxes
(1) In addition to the rent due under this Lease, Lessee accepts responsibility for and shall pay any and all real and personal property taxes, including possessory interest taxes, assessments, special assessments, user fees, service charges, and other charges of any description levied, imposed on, assessed, or associated with the leasehold interest, Improvements on the Lease Premises, any business or activity occurring on the Lease Premises, the Lease Premises itself, or any portion thereof, levied by any governmental agency or entity. Such payment shall not reduce rent due Lessor under this Lease and Lessor shall have no liability for such payment. (2) In the event that this Lease commences, terminates or expires during a tax year, Lessee shall pay the taxes for the period of such year during which this Lease was in effect.
(3) Any and all taxes and assessments and installments of taxes and assessments required to be paid by Lessee under this Lease shall be paid when due and the official
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and original receipt for the payment of such tax, assessment, or installment shall be delivered to Lessor upon request.
(4) Lessee shall indemnify and hold Lessor, the Lease Premises, and any Improvements now or hereafter located thereon, free and harmless from any liability, loss, or Damages resulting from any taxes, assessments, or other charges required by this Lease to be paid by Lessee and from all interest, penalties, and other sums imposed thereon and from any sales or other proceedings to enforce collection of any such taxes, assessments, or other charges.
8. INDEMNITY
(a)Lessee’s use of the Lease Premises and any Improvements thereon is at Lessee’s sole and exclusive risk.
(b)In addition to any other obligation to indemnify Lessor as otherwise provided in this Lease, except to the extent caused by the sole negligence and/or willful misconduct of the Lessor, Lessee shall indemnify, hold harmless, and, at the option of Lessor, defend Lessor, its officers, agents, and employees from any and all Damages resulting from Lessee’s occupation and use of the Lease Premises. Lessee shall reimburse Lessor in full for all reasonable costs and attorneys’ fees, specifically including, without limitation, any Damages arising by reason of: (1) The issuance, enjoyment, interpretation, Breach, or Default of this Lease; (2) The challenge to or defense of any environmental review upon which the issuance of this Lease is based; (3) The death or injury of any person, or damage to or destruction of any property from any cause whatever in any way connected with the Lease Premises, or with any of the Improvements or personal property on the Lease Premises; (4) The condition of the Lease Premises, or Improvements on the Lease Premises; (5) An act or omission on the Lease Premises by Lessee or any person in, on, or about the Lease Premises; (6) Any work performed on the Lease Premises or material furnished to the Lease Premises; (7) Lessee’s failure to comply with any material legal or other requirement validly imposed on Lessee or the Lease Premises by a Regulatory Agency. (c) The reimbursement provisions of this Paragraph 8 shall not apply to any claims, litigation, or other actions which may be brought by either Lessee or Lessor against each other. (d)Nothing in this paragraph shall be construed as requiring that Lessor defend itself against all or any aspect of any challenge to this Lease or any associated environmental review. However, Lessee may take whatever legal action is available to it to defend this Lease or any associated environmental review against any challenge by a third party, whether or not Lessor chooses to raise a defense against such a challenge. (e)Lessee shall notify Lessor immediately in case of any accident, injury, or casualty on the Lease Premises.
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9. INSURANCE
(a)Lessee shall obtain and maintain in full force and effect during the term of this Lease comprehensive general liability insurance and property damage insurance, with such coverage and limits as may be reasonably requested by Lessor from time to time, but in no event for less than the sum(s) specified against any and all claims or liability arising out of the ownership, use, occupancy, condition, or maintenance of the Lease Premises and all Improvements.
(b)The insurance policy shall identify the Lease by its assigned number. The specific Improvements shall also be generally identified, as well as their location on state owned property. The coverage provided shall be primary and non-contributing. Lessee shall keep such policy current. Lessor shall be named as a “certificate holder” and/or an “additional interest” on the policy. Lessee shall provide Lessor with a current certificate of insurance at all times. At Lessor’s request, Lessee shall provide a full copy of the current insurance policy, along with any and all endorsements or other such documents affecting the coverage. Lessor will not be responsible for any premiums or other assessments on the policy.
(c) The insurance coverage specified in this Lease shall be in effect at all times during the Lease term and subsequently until Lessor has either accepted all of the Lease Premises as improved or restored by Lessee as provided elsewhere in this Lease. Lessee shall notify Lessor within five (5) business days if the insurance is canceled for any reason.
10. SURETY BOND
(a) When required by Section 1 of this Lease, Lessee shall provide a surety bond or other security device acceptable to Lessor, for the specified amount, and naming the State of California, California State Lands Commission as the assured, to guarantee to Lessor the faithful observance and performance by Lessee of all of the terms, covenants, and conditions of this Lease.
(b) Lessor may require an increase in the amount of the surety bond or other security device to cover any additionally authorized Improvements, any modification of consideration, or to provide for inflation or other increased need for security. The surety bond or other security device may be increased on each fifth anniversary of the beginning date of this Lease.
Should Lessor fail to exercise such right effective on any fifth anniversary, it may do so effective on any one (1) of the next four (4) anniversaries following such fifth anniversary without prejudice to its right to effect such modification on the next or any succeeding fifth anniversary. No such modification shall become effective unless Lessee is given at least thirty (30) days’ notice prior to the date of the Commission meeting wherein the modification of the bond or security is considered, or thirty (30) days’ notice prior to the
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effective date of the increase, whichever provides more notice. (c) The surety bond or other security device shall be maintained in full force and effect at all times during the Lease term and subsequently until Lessor has either accepted all of the Lease Premises as improved or restored by Lessee as provided elsewhere in this Lease.
Lessee must first seek approval of Lessor before changing the type of security device used, or the bond holder.
11. ASSIGNMENT, ENCUMBRANCING OR SUBLETTING
(a) Lessee shall not either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease and shall not sublet the Lease Premises, in whole or in part, or allow any person other than the Lessee's employees, agents, servants and invitees to occupy or use all or any portion of the Lease Premises without the prior written consent of Lessor, which consent shall not be unreasonably withheld. (1) Notwithstanding the foregoing prohibition against transfer and assignment, the Lease may be transferred by Lessee if the transfer is caused by the death of a spouse and the full interest of the deceased spouse is transferred to a surviving spouse; or the transfer is caused by the dissolution of the marriage of Lessee and the full interest of one of the spouses is transferred to the other spouse. In the event of such a transfer, Lessor shall be notified in writing within 30 days of the transfer.
(2) Notice to Lessor of Successor Trustee(s): In the event this Lease is held in trust, and the Lessee is a trustee thereof, the substitution or succession of a new trustee shall not be an assignment or transfer for the purposes of this Paragraph. Lessee (and by operation of law, any successor trustee) agrees to provide prompt notice to Lessor of any succession or substitution of trustee in accordance with Paragraph 16(c) of General Provisions, no later than sixty (60) days after the named trustee as appears on the face of this Lease becomes unable or ceases to serve as trustee for any reason. (b) The following shall be deemed to be an assignment or transfer within the meaning of this Lease:
(1) If Lessee is a business entity, any dissolution, merger, consolidation or other reorganization of Lessee, or the sale or other transfer of substantially all the assets of Lessee. If Lessee is a publicly traded entity, transfers of interests in Lessee shall not constitute an assignment requiring the consent of Lessor. (2) If Lessee is a partnership, a transfer of any interest of a general partner, a withdrawal of any general partner from the partnership, or the dissolution of the partnership. (c) If this Lease is for sovereign lands appurtenant to adjoining littoral or riparian land, Lessee shall not transfer or assign its ownership interest or use rights in such adjoining lands
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separately from the leasehold rights granted herein without the prior written consent of Lessor.
(d) If Lessee desires to assign, sublet, encumber or otherwise transfer all or any portion of the Lease Premises, Lessee shall do all of the following:
(1) Give not less than 90 days’ prior written notice to Lessor; (2) Provide the name, complete business organization, operational structure, and formation documents of the proposed assignee, sublessee, secured third party, or other transferee; and the nature of the use of and interest in the Lease Premises proposed by the assignee, sublessee, secured third party or other transferee. (3) Provide the terms and conditions of the proposed assignment, sublease, or encumbrance or other transfer;
(4) Provide audited financial statements for the two most recently completed fiscal years of the proposed assignee, sublessee, secured party or other transferee; and provide pro forma financial statements showing the projected income, expense and financial condition resulting from use of the Lease Premises; and (5) Provide such additional or supplemental information as Lessor may reasonably request concerning the proposed assignee, sublessee, secured party or other transferee.
(6) Lessor will evaluate proposed assignees, sublessees, secured third parties and other transferees and grant approval or disapproval according to standards of commercial reasonableness considering the following factors within the context of the proposed use: the proposed party's financial strength and reliability, their business experience and expertise, their personal and business reputation, their managerial and operational skills, their proposed use and projected rental, as well as other relevant factors. (e) Lessor shall have a reasonable period of time from the receipt of all documents and other information required under this provision to grant or deny its approval of the proposed party. Lessor may reevaluate the rent, insurance and/or bond provisions of this Lease, and may condition its approval of the proposed assignment, sublease, hypothecation, mortgage, or other transfer on the party’s acceptance of the new terms.
Lessee’s rights stated in this paragraph shall apply regardless of whether the proposed transfer coincides with a regular rent review period as stated in Section 3 Paragraph 3(c) above.
(f) Lessee's mortgage or hypothecation of this Lease, if approved by Lessor, shall be
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subject to terms and conditions imposed by a separately negotiated encumbrancing agreement.
(g) Upon the express written assumption of all obligations and duties under this Lease by an assignee approved by Lessor, the Lessee may be released from all liability under this Lease arising after the effective date of assignment and not associated with Lessee's use, possession or occupation of or activities on the Lease Premises; except as to any hazardous wastes, substances or materials as defined under federal, state or local law, regulation, or ordinance manufactured, generated, used, placed, disposed, stored or transported on the Lease Premises during Lessee’s tenancy. (h) If the Lessee files a petition or an order for relief is entered against Lessee, under Chapters 7, 9, 11 or 13 of the Bankruptcy Code (11 USC Sect. 101, et seq.) then the trustee or debtor-in-possession must elect to assume or reject this Lease within sixty (60) days after filing of the petition or appointment of the trustee, or the Lease shall be deemed to have been rejected, and Lessor shall be entitled to immediate possession of the Lease Premises.
No assumption or assignment of this Lease shall be effective unless it is in writing and unless the trustee or debtor-in-possession has cured all Defaults under this Lease (monetary and non-monetary) or has provided Lessor with adequate assurances (1) that within ten (10) days from the date of such assumption or assignment, all monetary Defaults under this Lease will be cured; and (2) that within thirty (30) days from the date of such assumption, all non-monetary Defaults under this Lease will be cured; and (3) that all provisions of this Lease will be satisfactorily performed in the future.
(i) In the event of any transfer or assignment, under this Paragraph 11 or by any other means authorized by this Lease, the Lease terms shall be for the remaining years existing on the Lease prior to the transfer or assignment. A transfer or assignment shall not extend the term of this Lease.
12. DEFAULT AND REMEDIES
(a) Default
The occurrence of any one or more of the following events shall immediately and without further notice constitute a Default of this Lease:
(1) Lessee's failure to make any payment of rent, royalty, or other consideration as required under this Lease; or
(2) Lessee's failure to obtain or maintain liability insurance or a surety bond or other security device as required under this Lease; or
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(3) Lessee's abandonment of the Lease Premises (including the covenant for continuous use as provided for in Paragraph 5(b)) during the Lease term; or (4) Lessee's failure to obtain and maintain all necessary governmental permits or other entitlements; or
(5) The maintenance of the Lease Premises in violation of, or failure to comply with, any applicable provisions of any Regulatory Agency, Environmental Law, or maintenance of the Lease Premises in a condition constituting nuisance; or (6) Lessee’s Failure to commence to construct and to complete construction of the Improvements authorized by this Lease within the time limits specified in this Lease. (7) Lessee is found to sublet or otherwise surrender daily management and control of the Lease Premises to a third party without the knowledge, expressed written consent or authorization of the Lessor.
(b)Lessee's failure to observe or perform any other term, covenant, or condition of this Lease when such failure shall continue for a period of thirty (30) days after Lessor's giving written notice shall constitute a Default of this lease. However, if the nature of Lessee's Default under this paragraph is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in Default if Lessee commences such cure within such thirty (30) day period and diligently proceeds with such cure to completion.
(c)Should Lessee Breach any term, covenant, or condition of this Lease under Paragraph 12(b) above three (3) times in any three hundred and sixty-five (365) day period, the third Breach will be a Default under this Lease and Lessor will be entitled to immediately terminate this Lease, and take other appropriate action. Lessor will provide written notice of each Breach as provided above, and provide written notice that future Breaches will constitute immediate Default with no cure period.
(d)Remedies
In the event of a Default by Lessee and Lessee's failure to cure such Default if such a cure period is applicable, Lessor may at any time and with or without notice do any one or more of the following in addition to any rights or remedies permitted by law:
(1) Re-enter the Lease Premises, remove all persons and property, and repossess and enjoy such premises; or
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(2) Terminate this Lease and Lessee's right of possession of the Lease Premises by any lawful means. The termination shall not relieve Lessee of any obligation, monetary or otherwise, which has accrued prior to the date of termination. Such termination shall be effective upon Lessor's giving written notice and upon Lessee’s receipt of such notice. Lessee shall immediately surrender possession of the Lease Premises to Lessor.
Lessor shall be entitled to recover from Lessee all amounts to which Lessor is entitled pursuant to Section 1951.2 of the California Civil Code, or any other provision of law, including any necessary Repair, renovation, alteration, remediation, or removal of Improvements; or
(3) Maintain this Lease in full force and effect and recover any rent, royalty, or other consideration as it becomes due without terminating Lessee's right of possession regardless of whether Lessee shall have abandoned the Lease Premises, subject to the conditions imposed by Cal. Civil Code § 1951.2; or
(4) Exercise any other right or remedy which Lessor may have at law or equity. (e) Determination of Rental Value
If rent under this Lease is calculated as a percentage of Lessee’s income attributable to the Lease Premises and Lessee abandons the Lease Premises during some or all of the applicable period, then the reasonable rental value shall be the percentage of proceeds Lessor would have received had Lessee operated the Lease Premises in the usual and customary manner.
(f) Waiver of Rights
The failure or delay of either party to exercise any right or remedy shall not be construed as a waiver of such right or remedy or any Breach by the other party.
Lessor’s acceptance of any rent shall not be considered a waiver of any preexisting Breach by Lessee other than the failure to pay the particular rent accepted regardless of Lessor’s knowledge of the preexisting Breach at the time rent is accepted.
13. RESTORATION OF LEASE PREMISES AND ENVIRONMENTAL MATTERS (a)Restoration of Lease Premises
(1) Upon expiration or sooner termination of this Lease, Lessee must immediately surrender possession of the Lease Premises to Lessor. Prior to the time of surrender, Lessee must remove all or any Improvements together with the debris and all parts of any such Improvements at its sole expense and risk, regardless of whether Lessee
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actually constructed or placed the Improvements on the Lease Premises; or Lessor, at its sole and absolute discretion, may itself remove or have removed all or any portion of such Improvements at Lessee's sole expense. Lessor may waive all or any part of this obligation in its sole discretion if doing so is in the best interests of the State. (2) As a separate and related obligation, Lessee shall restore the Lease Premises as nearly as possible to the conditions existing prior to the installation or construction of any Improvements. For purposes of this Lease, restoration includes removal of any landscaping; removal of any Hazardous Materials; and to the extent possible, undoing any grading, fill, excavation, or similar alterations of the natural features of the Lease Premises. Lessor may waive all or any part of this obligation in its sole and absolute discretion.
(3) Unless otherwise provided for in this Lease, Lessee shall submit to Lessor no later than one (1) year prior to the expiration of this Lease either: (a) an application and minimum expense deposit for a new lease for the continued use of the Lease Premises, or (b) a plan for the restoration of the Lease Premises to be completed prior to the expiration of the lease term together with a timeline for obtaining all necessary permits and conducting the work prior to the expiration of this Lease. (4) In removing any or all Improvements, or conducting any restoration work, Lessee shall be required to obtain any permits or other governmental approvals as may then be required by any Regulatory Agency, including, without limitation, any Environmental Law.
(5) Lessor may, upon written notice, in its sole and absolute discretion, accept title to any or all Improvements at the termination of this Lease. Lessor shall notify Lessee that Lessor intends to take title to any or all Improvements within six (6) months of Lessee submitting a plan for restoration under Paragraph 13(a)(3)(b) above. If Lessor elects to take title to any such Improvements, Lessee shall deliver to Lessor such documentation as may be necessary to convey title to such Improvements to Lessor free and clear of any liens, mortgages, loans, or any other encumbrances. Lessor shall not pay, and Lessee shall not be entitled to compensation for Lessor’s taking title to such property.
(b) Environmental Matters
(1) Lessee’s Obligations:
(i) Lessee will not use, occupy, or permit any portion of the Lease Premises to be used or occupied in violation of any Environmental Law. Lessee shall not manufacture or generate or store Hazardous Material on the Lease Premises unless
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specifically authorized under other terms of this Lease. (ii) Lessee shall practice conservation of water, energy, and other natural resources. (iii) Lessee shall notify Lessor and the appropriate governmental emergency response agency, or agencies immediately in the event of any release or threatened release of any Hazardous Material.
(2) Lessor may at any time during the Lease term require Lessee to conduct at its own expense and by a contractor approved by Lessor an independent environmental site assessment or inspection for the presence or suspected presence of Hazardous Material generated, used, placed, disposed, stored, or transported on the Lease Premises during the term of the Lease. Lessee shall provide the results of the assessment or inspection to Lessor and the appropriate governmental response agency or agencies and shall further be responsible for removing or taking other appropriate remedial action regarding such Hazardous Material in accordance with applicable Environmental Law.
(3) Environmental Indemnity.
Lessee shall indemnify, defend, and hold Lessor and Lessor’s, officer, appointees, volunteers, employees, agents, successors and assigns free and harmless from and against all Damages that may at any time be imposed upon, incurred by, or asserted or awarded against Lessor in connection with or arising from any Breach of Lessee’s obligations hereunder; or out of any violation by Lessee of any Environmental Law; or resulting in the imposition of any lien or claim for the recovery of any costs for environmental cleanup or other response costs relating to the release or threatened release of Hazardous Materials on the Lease Premises during the Lessee’s tenancy. This obligation shall include any prior leases between Lessor and Lessee and will continue through any periods Lessee is in holdover, unlawful detainer, or any subsequent monthto-month tenancies created by operation of law. Lessee’s obligations hereunder will survive the expiration or sooner termination of this Lease. (4) Violation of this section shall constitute grounds for termination of the Lease. Lessor, shall notify Lessee when, in Lessor’s opinion, Lessee has violated the provisions of this section. Lessee shall immediately discontinue the conduct and respond within five (5) business days. Lessee shall take all measures necessary to remedy the condition.
14.QUITCLAIM
Lessee shall, upon the early termination of this Lease and at Lessor’s request, execute and
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deliver to Lessor in a form provided by Lessor a good and sufficient release of all rights under this Lease. Should Lessee fail or refuse to deliver such a release, Lessor may record a written notice reciting such failure or refusal. This written notice shall, from the date of its recordation, be conclusive evidence against Lessee of the termination of this Lease and all other claimants.
15.HOLDING-OVER
(a)This Lease shall terminate without further notice upon the expiration of the term of this Lease. Lessee shall have removed any Improvements and completed any restoration as required by Lessor prior to the expiration of this Lease, and shall surrender possession of the Lease Premises. Any failure by the Lessee to remove Improvements, restore the Lease Premises, and/or surrender possession of the Lease Premises at the expiration or sooner termination of this Lease shall not constitute a renewal or extension and shall not give Lessee any rights in or to the Lease Premises or any part thereof except as expressly provided in this Lease. Lessee shall be deemed in unlawful detainer of the Lease Premises and Lessor shall be entitled to all resulting legal remedies. (b)Lessor may, in its sole discretion, choose to accept Rent for the Lease Premises instead of immediately taking legal action to recover possession of the Lease Premises. Any tenancy created by operation of law on Lessor’s acceptance of rent shall be deemed a month-to-month tenancy regardless of what sum or sums Lessee delivers to Lessor. Except as set forth below, any subsequent tenancy created in this manner shall be on the same terms, covenants, and conditions set forth in this Lease insofar as such terms, covenants, and conditions can be applicable to a month-to-month tenancy (c)In recognition of the increased accounting, land management, and supervisory staff time required for month-to-month tenancies, the rent for each month or any portion thereof during such holdover period may be an amount equal to one hundred fifty percent (150%) of one-twelfth (1/12) of the total compensation for the most recent year paid. In the event this Lease does not require monetary compensation, Lessor shall have the right to establish rent based on the fair market value of the Lease Premises. The month-to-month tenancy may be terminated by Lessee or Lessor upon thirty (30) calendar days’ prior written notice to the other.
16.ADDITIONAL PROVISIONS
(a) Waiver
(1) No term, covenant, or condition of this Lease and no omission, neglect, Default or Breach of any such term, covenant or condition shall be deemed to have been waived by Lessor's acceptance of a late or nonconforming performance or otherwise, unless such a waiver is expressly acknowledged by Lessor in writing. No delay or omission of Lessor to exercise any right or power arising from any omission, neglect,
11.a
Packet Pg. 210 Attachment: General Lease Agreement No. 8438 between the City of Pacifica and the California State Lands Commission (5419 : General Lease Form51.16 (Rev. 10/14)
Default or Breach of term, covenant, or condition of this Lease shall be construed as a waiver or any acquiescence therein.
(2) Any such waiver shall not be deemed to be a waiver of any other term, covenant or condition; of any successive Breaches of the same term, covenant, or condition; or of any other Default or Breach of any term, covenant or condition of this Lease. (b) Time
Time is of the essence for this Lease and each and all of its terms, covenants or conditions in which performance is a factor.
(c) Notice
All notices required to be given under this Lease shall be given in writing, sent by U.S.
Mail with postage prepaid, to Lessor at the offices of the State Lands Commission and the Lessee at the address specified in this Lease. Lessee shall give Lessor notice of any change in its name or address.
(d)Consent
Where Lessor's consent is required under this Lease its consent for one transaction or event shall not be deemed to be a consent to any subsequent occurrence of the same or any other transaction or event.
(e)Changes
This Lease may be terminated and its term, covenants, and conditions amended, revised, or supplemented only by mutual written agreement of the parties. (f) Successors
The terms, covenants, and conditions of this Lease shall extend to and be binding upon and inure to the benefit of the heirs, successors, and assigns of the respective parties.
(g) Joint and Several Obligation
If more than one Lessee is a party to this Lease, the obligations of the Lessees shall be joint and several.
(h) Captions
The section and paragraph captions used in this Lease are for the convenience of the parties. The captions are not controlling and shall have no effect upon the construction or interpretation of this Lease.
11.a
Packet Pg. 211 Attachment: General Lease Agreement No. 8438 between the City of Pacifica and the California State Lands Commission (5419 : General Lease Form51.16 (Rev. 10/14)
(i) Severability
If any term, covenant or condition of this Lease is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease shall not be affected thereby, and each term and provision of this Lease shall remain valid and enforceable to the fullest extent permitted by law.
(j) Representations
Lessee agrees that no representations have been made by Lessor or by any person or agent acting for Lessor. Lessor and Lessee agree and acknowledge that this document contains the entire agreement of the parties, that there are no verbal agreements, representations, warranties or other understandings affecting this Lease, and Lessor and Lessee, as a material part of the consideration of this Lease, waive all claims against the other for rescission, damages, or otherwise by reason of any alleged covenant, agreement or understanding not contained in this Lease.
(k) Gender and Plurality
In this Lease, the masculine gender includes both the feminine and neuter, and the singular number includes the plural whenever the context so requires. (l) Survival of Certain Covenants
All covenants pertaining to bond, insurance, indemnification, restoration obligations, Breach, Default, and remedies shall survive the expiration or earlier termination of this Lease until Lessee has fulfilled all obligations to restore the Lease Premises as required by this Lease.
(m) Counterparts
This agreement may be executed in any number of counterparts and by different parties in separate counterparts. Each counterpart when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement. (n) Delegation of Authority
Lessor and Lessee acknowledge Lessor as defined herein includes the Commission Members, their alternates or designees, and the staff of the Commission. The ability of staff of the Commission to give consent, or take other discretionary actions described herein will be as described in the then-current delegation of authority to Commission staff. All other powers are reserved to the Commission.
11.a
Packet Pg. 212 Attachment: General Lease Agreement No. 8438 between the City of Pacifica and the California State Lands Commission (5419 : General Lease Form51.16 (Rev. 10/14)
STATE OF CALIFORNIA - STATE LANDS COMMISSION
LEASE 8438
This Lease shall become effective only when approved by and executed on behalf of the State Lands Commission of the State of California and a duly executed copy has been delivered to Lessee. The submission of this Lease by Lessor, its agent, or representative for examination by Lessee does not constitute an option or offer to lease the Lease Premises upon the terms and conditions contained herein, or a reservation of the Lease Premises in favor of Lessee. Lessee's submission of an executed copy of this Lease to Lessor shall constitute an offer to Lessor to lease the Lease Premises on the terms and conditions set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date hereafter affixed.
LESSEE:
CITY OF PACIFICA
By: ____________________________
Title: ____________________________
Date: ____________________________
ATTACH ACKNOWLEDGMENT
LESSOR:
STATE OF CALIFORNIA
STATE LANDS COMMISSION
By: ____________________________
Title: ____________________________
Date: ____________________________
Execution of this document was authorized
by the California State Lands Commission
on _______________________________.
11.a
Packet Pg. 213 Attachment: General Lease Agreement No. 8438 between the City of Pacifica and the California State Lands Commission (5419 : General Lease
EXHIBIT A
LEASE 8438
LAND DESCRIPTION
A parcel of tide and submerged land situate in the Pacific Ocean lying adjacent to Rancho San Pedro approved April 26, 1870 and located in City of Pacifica, County of San Mateo, State of California, more particularly described as follows:
Bounded on the south by the westerly prolongation of the southerly line of Pacific Manor Map No. 5, filed April 27, 1949 in Volume 30 of Maps at Page 17, Records of San Mateo County, having a bearing of N 82° 45’ 30” W and a distant of 561.97 feet;
Bounded on the north by a line parallel with and 360 feet northerly of the westerly prolongation of the northerly line of Lot 1, Block 23 of said map; Bounded on the east by the westerly line and its northerly prolongation of said Pacific Manor Map No. 5;
Bounded on the west by a line parallel with and 120 feet westerly of the westerly line and its northerly prolongation of said Pacific Manor Map No. 5.
EXCEPTING THEREFROM any portions lying landward of the ordinary high water mark of said Pacific Ocean.
END OF DESCRIPTION
Prepare 04/19/2023 by California State Lands Commission Boundary Unit JAMES A . KOEPKE
P
R
O
FE S S I ONAL LAND
SURVEY
O
R
STATE OF CAL I FORN I N
A
o . 84 87
11.a
Packet Pg. 214 Attachment: General Lease Agreement No. 8438 between the City of Pacifica and the California State Lands Commission (5419 : General Lease W. AVALON DRIVE
PACIFIC OCEAN
W. MANOR DRIVE
ESPLANADE AVENUE
ESPLANADE AVENUE
PALMETTO AVENUE CABRILLO HIGHWAY (HWY 1)
DOLPHIN DRIVE
APN 009-161-150
APN 009-131-010
APN 009-131-030
APPROX. SHORELINE
LEASE
AREA
APPROX.
TOP OF BLUFF
LEASE 8438
CITY OF PACIFICA
APNs: 009-161-150,
009-131-010 & -030
GENERAL LEASE -
PUBLIC AGENCY USE
SAN MATEO COUNTY
528 TO 572 ESPLANADE AVENUE, CITY OF PACIFICA
THIS EXHIBIT IS SOLELY FOR PURPOSES OF GENERALLY DEFINING THE
LEASE PREMISES, IS BASED ON UNVERIFIED INFORMATION PROVIDED BY
THE LESSEE OR OTHER PARTIES AND IS NOT INTENDED TO BE, NOR SHALL
IT BE CONSTRUED AS, A WAIVER OR LIMITATION OF ANY STATE INTEREST IN THE SUBJECT OR ANY OTHER PROPERTY. TS 04/19/2023
NO SCALE EXHIBIT B
SITE
LOCATION
SITE
NO SCALE
N
N
SITE
MAP SOURCE: USGS QUAD
11.a
Packet Pg. 215 Attachment: General Lease Agreement No. 8438 between the City of Pacifica and the California State Lands Commission (5419 : General Lease
CITY OF PACIFICA
COUNCIL AGENDA SUMMARY REPORT
8/14/2023
1 SUBJECT:
Approval of New Pierce Fire Engine Lease Purchase Agreement RECOMMENDED ACTION:
Move to Adopt the Resolution entitled "Resolution of the City Council of the City of Pacifica Authorizing the City Manager to Execute an Agreement with the Community Leasing Partners to Finance a New Front Line Fire Engine" and authorize the City Manager to execute all necessary documents related to this purchase.
STAFF CONTACT:
Sean Kavanaugh, Deputy Fire Chief, Special Services Bureau 650.991.8138
[email protected]
BACKGROUND/DISCUSSION:
The best practice and generally accepted standard for fire apparatus replacement is 10 years frontline performance and 5 years in back up or reserve status.
There is a need to replace a front-line fire engine and the lease financing option provides for a prudent approach. A cash purchase would require 50% up front and the remainder due upon delivery, requiring a large sum of cash expended upfront at time of ordering a fire apparatus.
The lease option preserves cash on hand and does not require any upfront expenditures or payments for 2 years.
The cost of the new fire engine is $1,091,763 with an estimated build time and delivery approximately 3 to 4 years out from time of order, thus the need for procurement now. The new frontline fire engine will replace a current 2010 front line fire engine. The current front line 2010 fire engine will go into reserve status and a 1999 reserve engine will be decommissioned and removed from the fleet.
ALTERNATIVE ACTION:
None
RELATION TO CITY COUNCIL GOALS AND WORK PLAN:
Supports city council goal of maintaining a safe community.
FISCAL IMPACT:
The financing options were evaluated in collaboration with the Finance Department, and a 12 Packet Pg. 216
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August 14, 2023
seven-year financing program was selected. The initial payment will commence July 2025 with a first year amount of $125,000 and each year there after the amount of $212,104.22 based upon a 4.99% interest rate over a total of 7 years with no pre-payment penalty.
ORIGINATED BY:
North County Fire Authority
ATTACHMENT LIST:
Attachment A – Financing Proposal from Community Leasing Partners (PDF) 12 Packet Pg. 217
Pacifica City Council 3
August 14, 2023
RESOLUTION NO. _________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PACIFICA
AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH THE
COMMUNITY LEASING PARTNERS TO FINANCE A NEW FRONT LINE FIRE ENGINE WHEREAS, one new fire engine is needed to replace aging vehicles in the fleet and current estimated time of order to delivery of new fire engines is 3 years to 4 years, which necessitates acquisition at this time; and
WHEREAS, the industry standard and lifespan for fire apparatus is 10 years front line service and 5-10 years reserve service the City has a front-line fire engine and a reserve fire engine that exceed the industry standard and necessitate replacement; and WHEREAS, benefits of having an up-to-date fleet results in less downtime, reduction in maintenance costs, eliminates inability to procure replacement parts, provides for operational readines and performance; and
WHEREAS, the City Council approved a replacement of the front-line Fire Engine through lease purchase financing as part of the FY 2023-24 Adopted Budget.
NOW, THEREFORE, be it resolved by the City Council of the City of Pacifica, California, to authorize the City Manager to execute the lease financing agreement with Community Leasing Partners to purchase a front-line fire engine in need of replacement and execute all necessary documents related to this purchase.
• • • • •
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Pacifica, California, held on August 14, 2023, by the following vote:
AYES, Councilmembers:
NOES, Councilmembers:
ABSENT, Councilmembers:
ABSTAIN, Councilmembers:
_________________________________
Tygarjas Twyrls Bigstyck, Mayor
ATTEST: APPROVED AS TO FORM:
______________________________ _________________________________ 12 Packet Pg. 218
Pacifica City Council 4
August 14, 2023
Sarah Coffey, City Clerk Michelle Kenyon, City Attorney 12 Packet Pg. 219
Phone: 888.777.7850
Fax: 888.777.7875
Cell: 785.313.3154
www.clpusa.net
Customer Name:
Sales Representative:
•
•
•
Blake J. Kaus
Vice President & Director of Leasing
[email protected]
A Division of Community First National Bank - Member FDIC THERE ARE NO DOCUMENTATION OR CLOSING FEES ASSOCIATED WITH THIS PROPOSAL.
This proposal has been prepared assuming the lessee is bank qualified and that the proposed lease qualifies for Federal Income Tax Exempt Status for the Lessor under Section 103 of the IRS Code.
Thank you for allowing Community Leasing Partners the opportunity to provide this proposal. If you have any questions regarding the options presented, need additional options, or would like to proceed with a financing, please contact me at 1-888-777-7850.
Respectively,
The quoted interest rate is valid for 10-days from the date of the proposal. To lock in the interest rate, a credit submission would be required, and a credit approval attained within the same 10-day period. This financing is to be executed & funded within 30 days of the date of the proposal or Lessor reserves the right to adjust the interest rate. The proposal is subject to credit review and approval and mutually acceptable documentation.
July 7, 2023
Interest Rate:
Option 1
Pacifica, CA
0.142857
4.99% 5.19%
Bill Amable, Deputy Chief
$218,352.66
0.00%
$ 1,148,709.30
Community Leasing Partners, a Division of Community First National Bank , is pleased to present the following financing options for your review and consideration.
Equipment:
Delivery:
One Pierce Pumper
Estimated 39-42 months
First Payment:
$155,966.19
Payment Frequency:
Amount Financed:
$ -
$ 56,945.99
$ 1,091,763.31
First Payment:
$212,104.22 $153,444.94 0.200000
0.00%
7 $125,000.00
7 Balance of Payments:
215 S. Seth Child Road
Manhattan, KS 66502
July 15, 2025
Annual
10 $125,000.00
Term in Years: 5
Total Cost:
Down Payment:
Prepayment Discount:
Jon Bauer @ Golden State Fire Apparatus
12.a
Packet Pg. 220 Attachment: Attachment A – Financing Proposal from Community Leasing Partners (5417 : New Pierce Fire Engine Lease Purchase)
CITY OF PACIFICA
COUNCIL AGENDA SUMMARY REPORT
8/14/2023
1 SUBJECT:
Agreement with Tyler Technologies, Inc for the purchase and implementation of Munis Enterprise Resource Planning (ERP) System
RECOMMENDED ACTION:
Adopt the attached resolution to authorize the City Manager to execute an agreement with Tyler Technologies, Inc. for the Munis Enterprise Resources Planning (ERP) System and Implementation Services for the City of Pacifica.
STAFF CONTACT:
Yulia Carter, Assistant City Manager
(650) 738-7402
[email protected]
Lucy Xie, Deputy Finance Director
(650) 501-6014
[email protected]
BACKGROUND:
Enterprise Resource Planning (ERP) refers to tools used to integrate an organization's multiple functions to manage their resources more effectively to collect and organize data from various sources (e.g., purchasing, payroll, accounts payable and receivable, time and attendance, and human resources management systems) into a centralized system that can be used to share information cross-departmentally and create standardized reports for the evaluation of operations and future service needs.
The City's finance system, GEMS by Harris Computers, was implemented in 2008 and has been utilized for core financial functions and payroll. While the City has used GEMS for many years, the Software is no longer meeting the City's operational and reporting needs. Unfortunately, the GEMS system was already slightly outdated at the time of the implementation and is even more inadequate now with its limited functionality and complex DOS-based platform that requires extensive manual effort, time-consuming processes, and inability to provide comprehensive and timely reporting. Furthermore, limited support is currently available for the GEMS system, as most clients have upgraded to other Harris Computers products or implemented a new ERP system.
Efficient and reliable financial systems are crucial for the smooth functioning of any government entity. A modern ERP system would expand direct access to financial information to all departments and will be able to connect and integrate other software programs used by individual departments, which would significantly improve efficiency citywide. The ERP Implementation was added to the City's Capital Improvement Plan in 2019. In June 2020, the City of Pacifica contracted with Client First to conduct a needs assessment, develop requests 13 Packet Pg. 221
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August 14, 2023
for proposals (RFPs), evaluate vendor selection, and assist with contract negotiations with the selected vendor.
The City issued an RFP in 2021 and received five responses (Caselle, CentralSquare, Harris CitySuite, Oracle NetSuite, Tyler Technologies Munis) as listed in the table below.
COMPANY ONE TIME COST RECURRING ANNUAL COST
Oracle NetSuite $696,140 TO BE DETERMINED
CentralSquare $ 579,205 98,505
Tyler Technologies $ 446,033 155,054
Harris Computer System $349,922 100,314
Caselle Inc. $ 68,019 68,208
The City formed an ERP Selection and Evaluation Committee, comprised of representatives from various departments to evaluate software functional requirements across all desired applications. The comprehensive evaluation was based on the following factors: ability to meet the City’s functional requirements, cost within the budget; implementation methodology and compatibility with the City’s technology standards, support availability and financial stability of the vendor and the overall quality of the RFP response. From this analysis, Tyler Technology, Oracle NetSuite and Central Square were selected as finalists for the project. The evaluation committee conducted a series of Proof of Capabilities (POC) demonstrations with all three vendors that followed the City-developed script and described key processes (e.g. purchase requisitions and payroll) and functionality (e.g. workflow and reporting) that the vendors were asked to demonstrate. Through this process, the Munis® solution by Tyler Technologies scored the highest and was selected for the City's next Financial and Human Resources ERP software.
We want to express our appreciation to city staff members who serve on the ERP evaluation team for their efforts during the RFP evaluation and vendor selection process and their overall commitment to the entire ERP project, that falls outside of their normal scope of duties.
Due to budget and staffing constraints, the project implementation has been delayed for two years. However, after the Finance department successfully filled vacancies earlier this year, the ERP implementation became a high-priority project again, prompting staff to re-engage in contract negotiations with Tyler Technologies. As a result of the good faith negotiations efforts, the City and Tyler Technologies have reached an agreement that significantly reduced the cost of the original bid down to $239,660 as initial one-time investment and $85,378 in ongoing annual cost.
After carefully reviewing and evaluating all materials presented by Tyler Technologies, staff contacted current customers of Tyler Technologies using the Munis software to conduct an extensive reference check and received generally positive feedback. Staff is confident that the Munis system will meet the City's needs for a comprehensive software solution. Therefore, the City Manager recommends that the City enter into an agreement with Tyler Technologies for the Munis ERP software.
DISCUSSION AND ANALYSIS:
Tyler Technologies, Inc and SaaS
Tyler Technologies, Inc. is the leading provider of integrated software systems for the public sector. Munis® ERP has nearly 30 years of experience in California. Tyler Technologies is committed to growing with public agencies for years to come. Munis® ERP has more than 1,900 13 Packet Pg. 222
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August 14, 2023
clients in the public sector nationwide. Some local Bay Area cities that use Munis® ERP include San Carlos, Burlingame, Richmond, Hayward, Berkeley, Pleasanton, Napa, and Vacaville. We can leverage best practices, streamline processes, and enhance collaboration between departments by implementing a system trusted by others in the industry. The new system offers comprehensive reporting tools that enable accurate and detailed financial reporting. This functionality will significantly enhance our financial understanding, support data-driven decisionmaking, and provide instant reports for better analysis.
SaaS stands for Software as a Service. It is a cloud computing model in which software applications are provided and hosted by a third-party vendor and made available to customers over the Internet. With SaaS, users can access and use software applications without installing and maintaining them on their local systems. In the case of Munis's ERP implementation with Tyler Technologies, the City opted for a cloud-based solution implies adopting the SaaS model.
Instead of hosting the ERP software on-premises and managing the infrastructure, the City will subscribe to Tyler Technologies' Munis ERP system as a cloud-based service. This means that the Software and its associated infrastructure will be hosted and managed by Tyler Technologies, and City Staff will access the system remotely through the Internet.
This cloud-based system can provide real-time updates, eliminating the need for manual file conversions and enabling instant access to data. This modern technology would enable to City to streamline workflows and make timely and informed decisions.
In addition to standard financial modules, the new Tyler Technologies' Munis® ERP system will include advanced payroll time and attendance functions that will reduce the manual workload for payroll staff. It will also include the human resources management system to manage employee data and benefits and generate comprehensive reports. These features will also increase efficiency and streamline HR processes.
Timeframe of the ERP implementation
Once the agreement is executed, Tyler Technologies will assign an implementation team to work with City staff on delivering the new system.
It is anticipated that the financials portion of the project (including such modules as Accounting/General Ledger, Accounts Payable and Purchasing, Budgeting, Project & Grant Accounting, Accounts receivable, and General billing) will be implemented first, starting from September 2023, and the expected go-live date for these modules will be in September 2024.
The Payroll, Human Resources, and Time and Attendance modules, including Employee SelfService (ESS) features, are projected to roll out by January 2024, with the expected go-live date in January 2025. ESS allows employees to access and update their own personal information through a secure online web portal. Employees will also be able to view payroll information such as paycheck history and W-4 election details, view current benefits, make limited changes in their own demographic data, see their leave balances, enter timecards, and request time off online.
The table below shows the tentative implementation timeframe:
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Cost and Budget:
Staff has negotiated the terms of the attached agreement and carefully reviewed Exhibit A, Investment Summary, to ensure a well-informed and cost-effective decision-making process.
During this review, the modules were categorized into two groups: "must-have" and "good to have but not of utmost importance." This classification was crucial in identifying the essential modules for meeting urgent needs and those considered optional to save costs.
The "must-have" modules listed above were also prioritized to ensure the seamless functioning of critical processes to effectively streamline operations and ensure the success of the ERP implementation.
To optimize costs and ensure fiscal responsibility, the Staff has also identified certain modules as "good to have but not of utmost importance." because of staffing limits.
Replacing a key technology platform is a complex and challenging undertaking, and the City's Finance and Human Resource Departments are already understaffed to manage regular daily operations. The ERP implementation will be one of the highest priorities for both departments for the next two years. Although the Council previously approved a contract extension with Regional Government Services to assist with the ERP implementation, bringing the new system to life will still be a very staff-intensive process that may increase personnel cost as it may require temporary backfill of other day-to-day functions and/or additional overtime cost. Staff will revisit these needs during the mid-year budget review. Once implemented, the new ERP system will be a prudent investment in the City's fiscal future.
As presented in Exhibit A - Investment Summary, the locked SaaS fees for selected modules have been negotiated at a discounted rate of $85,378 a year, which will be locked in for five years. Pricing for optional modules is listed for reference as well. Staff can revisit these optional modules once the essential ERP system is in place and there is staff capacity and bandwidth for additional implementation.
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Remote Implementation:
Remote implementation of software systems has been gaining traction across various industries in recent years. This trend has become even more popular after the pandemic, as organizations have sought innovative ways to continue essential projects while minimizing in-person interactions and travel expenses. Remote implementation significantly reduces or eliminates the need for city staff to travel to the vendor's location or for vendor representatives to visit our organization.
Staff opted for remote implementation of the Munis ERP system as this aligns with current trends, enhances cost-effectiveness, improves time efficiency, and optimizes resource utilization and results in a significant cost saving compared with the original quote for onsite implementation. With remote implementation, project activities can proceed without constraints of travel time and scheduling conflicts. This will allow for more flexibility and faster progress, as meetings and consultations can be arranged more efficiently and promptly.
Exhibit A - Investment Summary shows the selection of remote implementation at a cost of $193,140 with 1,044 hours committed by the Tyler implementation team and trainers. Executive Insights Implementation and Tyler Project Management are budgeted at $8,400 and $24,420 respectively to the total one time implementation fee of $239,660.
FISCAL IMPACT:
The ERP implementation project has been a Council priority item since 2020, and the cost of the project has been previously funded in the Capital Budget. The cost of this agreement of $325,038 in the first year ($239,660 initial one-time implementation fee, plus $85,378 annual subscription fee) is already budgeted in Fund 22 Capital improvement Fund. Staff is not requesting any additional appropriation at this time. Any potential additional personnel cost (staff backfill and/or overtime cost) will be reviewed at the mid-year budget analysis and reported to Council at that time if any adjustments are needed.
ORIGINATED BY:
City Manager's Office
ATTACHMENT LIST:
Attachment A: SaaS Agreement - Tyler Technologies Inc. (PDF) 13 Packet Pg. 225
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August 14, 2023
RESOLUTION NO. ________
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PACIFICA
AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT BETWEEN THE CITY
OF PACIFICA AND TYLER TECHNOLOGIES, INC FOR MUNIS ENTERPRISE RESOURCE
PLANNING (ERP) SYSTEM AND IMPLEMENTATION SERVICES
WHEREAS, the City’s current Finance System, GEMS, which supports all finance and payroll functions, was purchased in 2008, and utilizes outdated software technology, making it increasingly difficult to maintain; and
WHEREAS, with the technical assistance of the project consultant Client First, City staff issued a Request for Proposals (RFP) for Enterprise Resource Planning (ERP) System and Implementation Services and received five qualified responses; and WHEREAS, Tyler Technology, Inc. demonstrated that the proprietary software product Munis ERP can meet the City’s needs without the need for customizations; and WHEREAS, Tyler Technology, Inc. has agreed to perform the services related to Munis ERP implementation as outlined in the Exhibit A Investment Summary in the contract for the City at a cost not to exceed $666,550. This includes a one-time fee of $239,660 from remote implementation and data conversion, as well as a locked annual subscription of $85,378 for the next five years.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Pacifica, California, to authorize the City Manager to execute an agreement with Tyler Technologies, Inc for the Munis Enterprise Resource Planning Solution.
• • • • •
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Pacifica, California, held on August 14, 2023, by the following vote:
AYES, Councilmembers:
NOES, Councilmembers:
ABSENT, Councilmembers:
ABSTAIN, Councilmembers:
_________________________________
Tygarjas Twyrls Bigstyck, Mayor
ATTEST: APPROVED AS TO FORM:
______________________________ _________________________________ Sarah Coffey, City Clerk Michelle Kenyon, City Attorney 13 Packet Pg. 226
1 SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler’s proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows:
SECTION A – DEFINITIONS
“Agreement” means this Software as a Service Agreement. “Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B.
“Client” means the City of Pacifica, California.
“Data” means your data necessary to utilize the Tyler Software. “Data Storage Capacity” means the contracted amount of storage capacity for your Data identified in the comments section of the Investment Summary. “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation.
“Defined Users” means the number of users that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A contains EnerGov labeled software, defined users mean the maximum number of named users that are authorized to use the EnerGov labeled modules as indicated in the Investment Summary.
“Developer” means a third party who owns the intellectual property rights to Third Party Software.
“Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement.
“Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. “Investment Summary” means the agreed upon cost proposal for the products and services attached as Exhibit A.
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2 “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B.
“Order Form” means an ordering document that includes a quote or investment summary and specifying the items to be provided by Tyler to Client, including any addenda and supplements thereto.
“SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary. “SaaS Services” means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services. “SLA” means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C.
“Statement of Work” means the industry standard implementation plan describing how our professional services will be provided to implement the Tyler Software, and outlining your and our roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit E.
“Support Call Process” means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C.
“Third Party Hardware” means the third party hardware, if any, identified in the Investment Summary.
“Third Party Products” means the Third Party Software and Third Party Hardware. “Third Party SaaS Services” means software as a service provided by a third party, if any, identified in the Investment Summary.
“Third Party Services” means the third party services, if any, identified in the Investment Summary.
“Third Party Software” means the third party software, if any, identified in the Investment Summary.
“Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Products or other parties’ products or services, as applicable, and attached or indicated at Exhibit D.
“Tyler” means Tyler Technologies, Inc., a Delaware corporation. “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.
“we”, “us”, “our” and similar terms mean Tyler.
“you” and similar terms mean Client.
SECTION B – SAAS SERVICES
1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software,
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3 as further described in Section C(9). The foregoing notwithstanding, to the extent we have sold you perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are receiving SaaS Services, your rights to use such Tyler Software are perpetual, subject to the terms and conditions of this Agreement including, without limitation, Section B(4). We will make any such software available to you for download.
2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount of Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s).
3. Ownership.
3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services.
4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations; (b) knowingly modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) knowingly license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement.
5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in Section C(9), below, the SLA and our then current Support Call Process.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 18. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. The scope of audit coverage varies for some Tyler Software solutions. Upon execution
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4 of a mutually agreeable Non-Disclosure Agreement (“NDA”), we will provide you with a summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which you make a written request, we will provide that same information. If our SaaS Services are provided using a 3rd party data center, we will provide available compliance reports for that data center.
6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In either event, databases containing your Data will be dedicated to you and inaccessible to our other customers, and located within the continental United States.
6.3 Our Tyler data centers have fully-redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event of a data center failure, we reserve the right to employ our disaster recovery plan for resumption of the SaaS Services. In that event, we commit to a Recovery Point Objective (“RPO”) of 1 hour and a Recovery Time Objective (“RTO”) of 24 hours.
RPO represents the maximum duration of time between the most recent recoverable copy of your hosted Data and subsequent data center failure. RTO represents the maximum duration of time following data center failure within which your access to the Tyler Software must be restored. Any third-party data centers used to provide SaaS Services for this Agreement will have comparable or better redundancies.
6.4 We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. We will provide you with a written or electronic record of the actions taken by us in the event that any unauthorized access to your database(s) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer.
6.5 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific.
Should you request a client-specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request.
6.6 We will be responsible for importing back-up and verifying that you can log-in. You will be responsible for running reports and testing critical processes to verify the returned Data.
6.7 We provide secure Data transmission paths between each of your workstations and our servers.
6.8 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel.
Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access.
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5 6.9 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered Payment Card Industry Data Security Standard (“PCI DSS”) compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about-us/compliance, and in the event of any change in our status, will comply with applicable notice requirements.
7 Data Backups. We will make backups of the Data sufficient to meet our RPO and RTO commitments under this Agreement. Upon your written request, we will make available to you a copy of your database on a monthly basis via secure means in order for you to pull to your local site. 8 Data Breach. In the event of any confirmed breach of the Data, Tyler will follow the California Data Breach Notification law, and any other applicable state or federal law.
SECTION C – PROFESSIONAL SERVICES
1. Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary and described in the Statement of Work.
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours.
3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for forty-five (45) days from the date of the quote.
4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments.
5. Services Warranty. We will perform the services described in the Statement of Work in a professional, workmanlike manner, consistent with industry standards. In the event we provide
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6 services that do not conform to this warranty, we will re-perform such services at no additional cost to you.
6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.
7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies.
8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission).
9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will:
9.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable release life cycle policy);
9.2 provide support during our established support hours;
9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services;
9.4 make available to you all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and
9.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy.
We will use all reasonable efforts to perform support services remotely. Currently, we use a third-party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will
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7 be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain your VPN for backup connectivity purposes.
For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design; (c) other consulting services; or (d) support outside our normal business hours as listed in our thencurrent Support Call Process. Requested services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks’ advance notice.
10. Assignment and Removal of Personnel. After the Effective Date, and in coordination with the project kick-off activities identified in the Statement of Work, we will make our project staffing assignments. Upon request, we will provide you with project resumes, demonstrating relevant past project experience, for project team members that are allocated for onsite services on the project.
You agree that those resumes are for your information and planning purposes only.
Once our project team is assembled and your counterparts have been identified, both parties agree that, except for reasons outside of their control, they will not remove staff and personnel from their assigned project roles without reasonable advance notice and good cause, and that they will work together to mitigate project impacts after any such removal. The parties will also work together to manage the project impact resulting from the temporary unavailability of project staff from either party. We agree to use commercially reasonable efforts to maintain consistency of project personnel and commit to replacement resources having sufficient project knowledge, without additional cost to you, in order to render services in accordance with contractual requirements.
In the event our personnel is/are not providing services consistent with our services warranty or are otherwise negatively impacting the project, you will notify us of that deficiency and give us a reasonable opportunity to correct it. In the event the deficiency persists, we will replace that project member, upon written request and demonstration of good cause. Replacement staff will be assigned following the same processes set forth above and shall have reasonably sufficient experience and project knowledge to fulfill applicable obligations under the Agreement. The foregoing notwithstanding, if the replacement personnel is providing services onsite, you shall remain liable for travel expenses incurred by such personnel, to be invoiced in accordance with the Business Travel Policy
SECTION D – THIRD PARTY PRODUCTS
1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.
2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party Software and related documentation for internal business purposes only. Your rights to the Third Party Software will be governed by the Third Party Terms.
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8 3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant access to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products.
4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third-party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy.
SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2).
2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within forty-five (45) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.
You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within thirty (30) days of notice of our intent to do so.
SECTION F – TERM AND TERMINATION
1. Term. The initial term of this Agreement is five (5) years, commencing on the first day of the first month following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the initial term, this Agreement will renew automatically for additional one (1) year renewal terms unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current initial term or renewal term, as applicable. SaaS Fees for the first two (2) annual renewals (years 6 and 7) will not increase more than five percent (5%) on an annualized basis. SaaS Fees for subsequent annual renewals (year 8 and on) will be at our then-current rates. Upon mutual agreement, not to be unreasonably withheld, Client may remove modules listed in the Investment Summary upon at least sixty (60) days’ advance notice, with such renewals to be effective on the next annual renewal date. Your right to access or use the Tyler Software and the SaaS Services will
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9 terminate at the end of this Agreement.
2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2).
2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don’t cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate.
2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section H(3).
2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more.
2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience.
3. Return of Data. In the event of termination of this Agreement, and upon reasonable advance notice, Tyler shall promptly make all Data available to you in the format of the database or other such format as may be mutually agreed upon, provided through Tyler’s FTP server or such other secure method reasonably selected by Tyler. Such Data will be provided at no additional cost.
SECTION G – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.
1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties, or your willful infringement.
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10 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.
2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement.
We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY
OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO
YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), ONE AND A HALF (1.5) TIMES THE TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, ONE AND A HALF (1.5) TIMES THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE
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11 THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION
OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION
OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2).
5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of $1,000,000 per occurrence and $2,000,000 aggregate; (b) Automobile Liability of $1,000,000 combined single limit; (c) Professional Liability/Cyber Liability of $1,000,000 in the aggregate; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well.
We will provide you with copies of certificates of insurance upon your written request.
SECTION H – GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for eighteen (18) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those eighteen (18) months have expired, you may purchase additional products and services at our then-current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum.
2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for eighteen (18) months from the Effective Date.
3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.
4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will
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12 reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement.
5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law.
6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld.
8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets.
9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within twenty (20) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event.
10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms.
11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party.
12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law.
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13 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
We agree that we are solely responsible for the services we provide pursuant to this Agreement and that you shall have no control over the method or means of performance of the services we provide pursuant to this Agreement.
15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party.
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials.
17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable California law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and 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. This obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the California Public Records Act or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law.
18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your Data. In the event we detect malware or other conditions associated with your Data that are
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14 reasonably suspected of putting Tyler resources or other Tyler clients’ data at risk, we reserve the absolute right to move your Data from its location within a multi-tenancy Tyler hosted environment to an isolated “quarantined” environment without advance notice. Your Data will remain in such quarantine for a period of at least six (6) months during which time we will review the Data, and all traffic associated with the Data, for signs of malware or other similar issues. If no issues are detected through such reviews during the six (6) month period of quarantine, we will coordinate with you the restoration of your Data to a non-quarantined environment. In the event your Data must remain in quarantine beyond this six (6) month period through no fault of Tyler’s, we reserve the right to require payment of additional fees for the extended duration of quarantine. We will provide an estimate of what those costs will be upon your request.
19. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license.
20. Governing Law/Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its rules on conflicts of law. Venue shall be proper in any federal or state court in San Mateo County.
21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature.
Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement.
22. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement.
23. Socrata Solution Terms. Your use of certain Tyler solutions includes Tyler’s Socrata data platform.
Your rights, and the rights of any of your end users, to use Tyler’s Socrata data platform is subject to the Socrata SaaS Services Terms of Service, available at https://www.tylertech.com/terms/socratasaas-services-terms-of-service. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms.
24. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Schedule 1: Hyperlinked Terms
Schedule 2: DocOrigin Terms
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15 Exhibit E Statement of Work
Exhibit F Client’s Request for Proposals Dated May 10, 2021 (“RFP”) Exhibit G Tyler’s Proposal Dated June 11, 2021 (“Proposal”)
25. Order of Precedence. In the event of conflict between the contract documents, the following order of precedence shall apply:
1. This Agreement, Exhibits A-D, excluding the Statement of Work, Proposal and RFP.
2. Statement of Work
3. Proposal
4. RFP
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16 IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below.
Tyler Technologies, Inc. City of Pacifica, California
By: By:
Name: Name:
Title: Title:
Date: Date:
Address for Notices: Address for Notices:
Tyler Technologies, Inc. City of Pacifica
One Tyler Drive 170 Santa Maria Ave.
Yarmouth, ME 04096 Pacifica, CA 94044-2506
Attention: Chief Legal Officer Attention: ______________________________ Attest:
Sarah Coffey, City Clerk
Approved as to Form:
Michelle Marchetta Kenyon, City Attorney
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1 Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the event of conflict between the Agreement and terms in the Comments section of this Investment Summary, the language in the Agreement will prevail.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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Quoted By: Jennifer Wahlbrink
Quote Expiration: 08/31/23
Quote Name: City of Pacifica-ERP-Munis
Quote Description: 5-26-23 City of Pacifica, CA v.4
5yr SaaS
Saas Term 5.00
Sales Quotation For:
City of Pacifica
170 Santa Maria Ave
Pacifica CA 94044-2506
Phone: +1 (650) 738-7301
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Financial Management
Accounting1 132 $ 25,733.00
Accounts Payable1 36 $ 7,115.00
Budgeting1 56 $ 7,115.00
Project & Grant Accounting1 36 $ 4,850.00
Purchasing1 96 $ 10,552.00
Human Resources Management
Human Resources & Talent Management1 112 $ 4,877.00
Payroll with Employee Access1 216 $ 5,963.00
Time & Attendance - Up to 350 Employees1 128 $ 7,297.00 Revenue Management
Accounts Receivable1 80 $ 5,242.00
General Billing1 36 $ 3,406.00
Content Management
Content Manager Core1 36 $ 9,997.00
Data Insights
Exhibit A
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Enterprise Analytics and Reporting w Executive Insights 1 80 $ 14,296.00 Additional
Enterprise Forms Processing (including Common Form Set) 1 0 $ 6,593.00 Sub-Total: $ 113,036.00
Less Discount: $ 27,658.00
TOTAL 1044 $ 85,378.00
Professional Services
Description Quantity Unit Price Ext Discount Extended Price Maintenance Executive Insights Implementation 1 $ 8,400.00 $ 0.00 $ 8,400.00 $ 0.00 Project Management 132 $ 185.00 $ 0.00 $ 24,420.00 $ 0.00 Conversions – See Detailed Breakdown Below $ 13,700.00 $ 0.00 Remote Implementation 1044 $ 185.00 $ 0.00 $ 193,140.00 $ 0.00 TOTAL $ 239,660.00 $ 0.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 0.00 $ 0.00
Total SaaS $ 0.00 $ 85,378.00
Total Tyler Services $ 239,660.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 239,660.00 $ 85,378.00
Contract Total $ 666,550.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held Exhibit A
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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
Detailed Breakdown of Conversions (Included in Summary Total) Description Qty Unit Price Unit Discount Extended Price Accounts Payable
AP Standard Master 1 $ 1,600.00 $ 0.00 $ 1,600.00
General Billing
GB Std CID 1 $ 1,500.00 $ 0.00 $ 1,500.00
Payroll
HR Human Resources - PM Action History up to 5 years 1 $ 1,400.00 $ 0.00 $ 1,400.00 HR Human Resources - Position Control 1 $ 1,400.00 $ 0.00 $ 1,400.00 PR Payroll - Accumulators up to 5 years 1 $ 1,400.00 $ 0.00 $ 1,400.00 PR Payroll - Check History up to 5 years 1 $ 1,200.00 $ 0.00 $ 1,200.00 PR Payroll - Earning/Deduction Hist up to 5 years 1 $ 2,500.00 $ 0.00 $ 2,500.00 Purchasing
Purchasing - Standard 1 $ 2,700.00 $ 0.00 $ 2,700.00
TOTAL $ 13,700.00
Optional Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Financial Management
Bid Management 1 28 $ 2,813.00
Capital Assets 1 48 $ 5,936.00
Cash Management 1 40 $ 4,455.00
Exhibit A
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Contract Management 1 32 $ 2,792.00
Vendor Access 1 24 $ 5,130.00
Human Resources Management
Advanced Scheduling - Up to 50 Employees 1 56 $ 3,160.00 Employee Expense Reimbursement 1 36 $ 3,002.00
Recruiting 1 24 $ 1,201.00
Revenue Management
Cashiering 1 48 $ 9,479.00
Data Insights
Capital Projects Explorer 1 0 $ 7,200.00
Open Finance 1 0 $ 14,400.00
Integrations
Recruiting API Toolkit 1 24 $ 5,593.00
Subscription Fees
ACFR Statement Builder 1 32 $ 7,065.00
TOTAL: 392 $ 72,226.00
Optional Professional Services
Description Quantity Unit Price Ext. Discount Extended Price Maintenance Install Fee - Capital Projects Explorer 1 $ 2,800.00 $ 0.00 $ 2,800.00 $ 0.00 Install Fee - Managed Detection & Response 1 $ 1,000.00 $ 0.00 $ 1,000.00 $ 0.00 Install Fee - Open Finance 1 $ 5,600.00 $ 0.00 $ 5,600.00 $ 0.00 Remote Implementation 392 $ 185.00 $ 0.00 $ 72,520.00 $ 0.00 TOTAL $ 81,920.00 $ 0.00
Optional 3rd Party Hardware, Software and Services
Description Qty Unit Price
Unit
Discount
Total Price
Unit
Maint/SaaS
Unit
Maint/SaaS
Discount
Total
Maint/SaaS
Cash Drawer 1 $ 260.00 $ 0.00 $ 260.00 $ 0.00 $ 0.00 $ 0.00 Hand Held Scanner - Model 1950GSR 1 $ 450.00 $ 0.00 $ 450.00 $ 0.00 $ 0.00 $ 0.00 Exhibit A
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Hand Held Scanner Stand 1 $ 30.00 $ 0.00 $ 30.00 $ 0.00 $ 0.00 $ 0.00 Pattern Stream Automated Document System -
Implementation 48 $ 185.00 $ 0.00 $ 8,880.00 $ 0.00 $ 0.00 $ 0.00 Pattern Stream Automated Document System -
SaaS 1 $ 0.00 $ 0.00 $ 0.00 $ 16,740.00 $ 0.00 $ 16,740.00 Printer (TM-S9000II) 1 $ 1,623.00 $ 0.00 $ 1,623.00 $ 0.00 $ 0.00 $ 0.00 Quatred QUICK Fixed Asset Starter Kit 1 $ 7,292.00 $ 0.00 $ 7,292.00 $ 0.00 $ 0.00 $ 0.00 Quatred QUICK Inventory Starter Kit 1 $ 7,292.00 $ 0.00 $ 7,292.00 $ 0.00 $ 0.00 $ 0.00 Quatred Remote Professional Services - Multi
Product 1 $ 5,760.00 $ 0.00 $ 5,760.00 $ 0.00 $ 0.00 $ 0.00 TOTAL $ 31,587.00 $ 16,740.00
Tyler Annual Discount Detail (Excludes Optional Products) Description Annual Fee
Annual Fee
Discount Annual Fee Net
Financial Management
Accounting $ 25,733.00 $ 6,433.00 $ 19,300.00
Accounts Payable $ 7,115.00 $ 1,779.00 $ 5,336.00
Budgeting $ 7,115.00 $ 1,779.00 $ 5,336.00
Project & Grant Accounting $ 4,850.00 $ 1,213.00 $ 3,637.00 Purchasing $ 10,552.00 $ 2,638.00 $ 7,914.00
Human Resources Management
Human Resources & Talent Management $ 4,877.00 $ 1,219.00 $ 3,658.00 Payroll with Employee Access $ 5,963.00 $ 1,491.00 $ 4,472.00 Time & Attendance - Up to 350 Employees $ 7,297.00 $ 1,824.00 $ 5,473.00 Revenue Management
Accounts Receivable $ 5,242.00 $ 1,311.00 $ 3,931.00
General Billing $ 3,406.00 $ 852.00 $ 2,554.00
Content Management
Content Manager Core $ 9,997.00 $ 2,499.00 $ 7,498.00
Data Insights
Enterprise Analytics and Reporting w Executive Insights $ 14,296.00 $ 2,972.00 $ 11,324.00 Exhibit A
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Additional
Enterprise Forms Processing (including Common Form Set) $ 6,593.00 $ 1,648.00 $ 4,945.00 TOTAL $ 113,036.00 $ 27,658.00 $ 85,378.00
Comments
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler.
Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-theTrainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
As a new Tyler client, you are entitled to a 14-day or a 30-day trial of the Managed Detection and Response cybersecurity service. Please reference https://www.tylertech.com/services/tyler-detect for more information on the service and contact [email protected] to initiate the trial.
Tyler currently supports the following identity providers (IdP's) for use with Tyler back-office solutions: Microsoft Active Directory through Azure AD, ADFS or Okta AD agent, Google Cloud Identity, Okta, and Identity Automation Rapid Identity. Any requirement by you to use an IdP not supported by Tyler will require additional costs, available upon request.
Exhibit A
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Tyler Content Manager SE includes up to 1TB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of $5,000 per TB.
The SaaS fees for product that are not named users are based on 50 concurrent users. Should the number of concurrent users be exceeded, Tyler reserves the right to re-negotiate the SaaS fees based upon any resulting changes in the pricing categories.
Financial library includes: standard A/P check, standard EFT/ACH, standard Purchase order, standard Contract, 1099M, 1099INT, 1099S, 1099NEC and 1099G.
General Billing library includes: standard invoice, standard statement, standard general billing receipt and standard miscellaneous receipt.
Personnel Actions Forms Library includes: standard Personnel Action form - New and standard Personnel Action Form - Change.
Each API Toolkit or Connector comes with 8 free hours of API Development Consulting hours. Each API Bundle comes with 16 free API Development Consulting hours. Additional hours can be purchased beyond this standard offering.
Standard Project Management responsibilities include project plan creation, initial stakeholder presentation, bi-weekly status calls, updating of project plan task statuses, and go-live planning activities.
Quatred QUICK Fixed Asset Starter Kit: QUICK Fixed Asset Software, NX6 Rugged Mobile Scanning Device with 2D Imager, WLAN, Bluetooth, GPS, Camera, Android 8.1 OS, Power supply, with 3 Year All-Inclusive depot repair/replace coverage. Software support an Quatred QUICK Inventory Starter Kit: QUICK Inventory Software, NX6 Rugged Mobile Scanning Device with 2D Imager, WLAN, Bluetooth, GPS, Camera, Android 8.1 OS, Power supply, with 3 Year All-Inclusive depot repair/replace coverage. Software support and upgrades renewal for QUICK Inventory - after the first year, billed by Quatred.
Quatred Remote Professional Services - Multi Product: 4 days onsite installation, configuration and training. Includes travel and living. Fees for Quatred services are payable upon completion of services.
Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights SaaS Services, or certain Tyler solutions which include Tyler’s Data & Insights data platform, are subject to the Terms of Services, available at https://www.tylertech.com/terms/data-insights-saas-servicesterms-of-service. By signing this sales quotation, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms.
In the event Client acquires from Tyler any edition of Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler applications only. If Client wishes to use Content Manager software with non-Tyler applications, Client must purchase or upgrade to Content Manager Enterprise Edition.
Exhibit A
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Tyler's form library prices are based on the actual form quantities listed, and assume the forms will be provided according to the standard Enterprise ERP form template. Any forms in addition to the quoted amounts and types, including custom forms or forms that otherwise require custom programming, are subject to an additional fee. Please also note that use of the Tyler Forms functionality requires the use of approved printers as well. You may contact Tyler's support team for the most current list of approved printers. Any forms included in this quote are based on the standard form templates provided. Custom forms, additional forms and any custom programming are subject to additional fees not included in this quote. The additional fees would be quoted at the time of request, generally during the implementation of the forms. Please note that the form solution provided requires the use of approved printers. You may contact Tyler's support team for the most current list of approved printers.
Payroll library includes: standard PR check, standard direct deposit, standard vendor from payroll check, standard vendor from payroll direct deposit, W2, W2c, ACA 1095B, ACA 1095C and 1099 R.
Exhibit A
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1 Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, SaaS Fees for the first two (2) annual renewals (years 6 and 7) will not increase more than five percent (5%) on an annualized basis. SaaS Fees for subsequent annual renewals (year 8 and on) will be at our then-current rates.
2. Other Tyler Software and Services.
2.1 VPN Device: The fee for the VPN device, if any, will be invoiced upon installation of the VPN.
2.2 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. Notwithstanding anything to the contrary in the Agreement, Tyler shall withhold billing and invoicing of ten percent (10%) of the fees for implementation services delivered during a Phase until the earlier of (i) the Live Date of the applicable Phase or (ii) the Live Date for that Phase as listed in the revised Statement of Work as part of initial planning expected within 30 days of implementation kick-off.
2.3 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis.
2.4 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance to load the converted Data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis.
2.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler
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2 Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in this Agreement.
2.6 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
2.7 Annual Services: Unless otherwise indicated in this Exhibit B, fees for annual services are due annually, in advance, commencing on the availability of the service. Your annual fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual fees will be at our then-current rates.
3. Third Party Products.
3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading.
3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading.
3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
3.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary.
3.5 Third Party SaaS: Third Party SaaS Services fees, if any, are invoiced annually, in advance, commencing with availability of the respective Third Party SaaS Services. Pricing for the first year of Third Party SaaS Services is indicated in the Investment Summary. Pricing for subsequent years will be at the respective third party’s then-current rates.
4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in Schedule A and may be increased by Tyler upon notice of no less than thirty (30) days.
5. Expenses. The service rates in the Investment Summary do not include travel expenses.
Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy. Our current Business Travel Policy is attached to this Exhibit B as Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting
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Schedule 1
1 Exhibit B
Schedule 1
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.
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Schedule 1
2 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 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.
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Schedule 1
3 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.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State 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 Lunch and dinner
Depart after 12:00 noon
Return Day
Dinner
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* 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.
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Schedule 1
4 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 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.
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1 Exhibit C
Service Level Agreement
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. This SLA does not apply to any Third Party SaaS Services. All other support services are documented in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement.
Actual Attainment: The percentage of time the Tyler Software is available during a calendar quarter, calculated as follows: (Service Availability – Downtime) ÷ Service Availability.
Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third-party providers over whom we exercise no control.
Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present.
Emergency Maintenance: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client.
Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window.
Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week.
III. Service Availability
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number. b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Planned
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2 Downtime, a Client Error Incident, Denial of Service attack or Force Majeure). We will also work with you to resume normal operations.
c. Client Relief
Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the SaaS fees paid for the calendar quarter.
In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen days (15) of the end of the applicable quarter. We will respond to your relief request within thirty (30) day(s) of receipt.
The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption.
Client Relief Schedule
Actual Attainment Client Relief
99.99% - 99.50% Remedial action will be taken
99.49% - 98.50% 2%
98.49% - 97.50% 4%
97.49% - 96.50% 6%
96.49% - 95.50% 8%
Below 95.50% 10%
* Notwithstanding language in the Agreement to the contrary, Recovery Point Objective is one (1) hour.
IV. Maintenance Notifications
We perform Standard Maintenance during limited windows that are historically known to be reliably low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you.
Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable that the Tyler Software will be unavailable during the maintenance window.
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Schedule 1
1 Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website.
A built-in Answer Panel provides users with resolutions to most “how-to” and configurationbased questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case.
(2) Email – for less urgent situations, users may submit emails directly to the software support group.
(3) Telephone – for urgent or complex questions, users receive toll-free, telephone software support.
* Channel availability may be limited for certain applications.
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, documentation, and other information including support contact information.
(2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7.
(3) 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. (4) Tyler University – online training courses on Tyler products.
Support Availability
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). Tyler’s holiday schedule is outlined below. There will be no support coverage on these days.
New Year’s Day Labor Day
Martin Luther King, Jr. Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of
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Schedule 1
2 such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below.
We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment.
Incident Handling
Incident Tracking
Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler’s Customer Portal or by calling software support directly.
Incident Priority
Each incident is assigned a priority level, which corresponds to the Client’s needs. Tyler and the Client will reasonably set 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 response and resolution targets in the production environment only.
References to a “confirmed support incident” mean that Tyler and the Client have successfully validated the reported Defect/support incident.
Priority
Level Characteristics of Support Incident Resolution Targets* 1 Critical
Support incident that causes (a)
complete application failure or
application unavailability; (b)
application failure or unavailability in
one or more of the client’s remote
location; or (c) systemic loss of
multiple essential system functions.
Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within one (1) business
day. For non-hosted customers, Tyler’s responsibility
for lost or corrupted data is limited to assisting the
Client in restoring its last available database.
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Schedule 1
3 Priority
Level Characteristics of Support Incident Resolution Targets* 2 High
Support incident that causes (a)
repeated, consistent failure of
essential functionality affecting more
than one user or (b) loss or corruption
of data.
Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support 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.
3 Medium
Priority Level 1 incident with an
existing circumvention procedure, or
a Priority Level 2 incident that affects
only one user or for which there is an
existing circumvention procedure.
Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents without the need for a
circumvention procedure with the next published
maintenance update or service pack, which shall
occur at least quarterly. For non-hosted customers,
Tyler’s responsibility for lost or corrupted data is
limited to assisting the Client in restoring its last
available database.
4 Noncritical
Support incident that causes failure of
non-essential functionality or a
cosmetic or other issue that does not
qualify as any other Priority Level.
Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents, as well as cosmetic
issues, with a future version release.
*Response and Resolution Targets may differ by product or business need Incident Escalation
If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect.
Remote Support Tool
Some support calls may require further analysis of the Client’s database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Tyler’s support team must have the ability to quickly connect to the Client’s system 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.
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1 Exhibit D
Third Party Terms
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Schedule 1
1 Exhibit D
Schedule 1
Hyperlinked Terms
ThinPrint Terms. Your use of Tyler Forms software and forms is subject to the End User License Agreement terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway found here: https://www.thinprint.com/en/legal-notes/eula/. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.
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Schedule 2
1 Exhibit D
Schedule 2
DocOrigin Terms
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1 Exhibit E
Statement of Work
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SOW from Tyler Technologies, Inc.
2/1/2022
Presented to:
City of Pacifica, CA
170 Santa Maria Ave
Pacifica, CA 94004-7301
Contact:
Katharina Howard
Email: [email protected]
One Tyler Drive, Yarmouth, ME 04096
Exhibit E
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Table of Contents
PART 1: EXECUTIVE SUMMARY ............................................................................................................... 1 Project Overview ............................................................................................................................. 1 Introduction ........................................................................................................................................ 1 Project Goals ....................................................................................................................................... 1 Methodology ....................................................................................................................................... 1 PART 2: PROJECT FOUNDATION ............................................................................................................. 3 Project Governance ......................................................................................................................... 3 Project Scope Control ...................................................................................................................... 4 Managing Scope and Project Change ................................................................................................. 4 Change Control ................................................................................................................................... 4 Change Request Management ............................................................................................................ 4 Acceptance Process ......................................................................................................................... 6 Roles and Responsibilities ................................................................................................................ 6 Tyler Roles & Responsibilities ............................................................................................................. 6 Tyler Executive Manager ............................................................................................................. 7 Tyler Implementation Manager .................................................................................................. 7 Tyler Project Manager ................................................................................................................. 7 Tyler Implementation Consultant ............................................................................................... 8 Tyler Sales ................................................................................................................................... 8 Tyler Technical Services .............................................................................................................. 9 Tyler SaaS Technicians ................................................................................................................ 9 Pacifica Roles & Responsibilities ......................................................................................................... 9 Pacifica Executive Sponsor .......................................................................................................... 9 Pacifica Steering Committee ....................................................................................................... 9 Pacifica Project Manager .......................................................................................................... 10 Pacifica Functional Leads .......................................................................................................... 11 Pacifica Power Users ................................................................................................................. 12 Pacifica End Users ..................................................................................................................... 12 Pacifica Technical Lead.............................................................................................................. 12 Pacifica Change Management Lead .......................................................................................... 13 PART 3: PROJECT PLAN ........................................................................................................................... 14 Project Stages ................................................................................................................................. 14 Initiate and Plan ................................................................................................................................ 15 Initial Coordination ................................................................................................................... 15 Project/Phase Planning ............................................................................................................. 16 Exhibit E
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Infrastructure Planning ............................................................................................................. 17 Stakeholder Meeting ................................................................................................................. 18 Intentionally left blank. ............................................................................................................. 19 Control Point 1: Initiate & Plan Stage Acceptance .................................................................... 19 Assess & Define ................................................................................................................................. 19 Solution Orientation.................................................................................................................. 19 Current & Future State Analysis ................................................................................................ 20 Conversion Assessment ............................................................................................................ 21 Intentionally left blank. ............................................................................................................. 22 Intentionally left blank. ............................................................................................................. 22 Control Point 2: Assess & Define Stage Acceptance ................................................................. 22 Prepare Solution ............................................................................................................................... 23 Initial System Deployment ........................................................................................................ 23 Configuration ............................................................................................................................ 24 Process Refinement .................................................................................................................. 25 Conversion Delivery .................................................................................................................. 27 Intentionally left blank. ............................................................................................................. 28 Intentionally left blank. ............................................................................................................. 28 Control Point 3: Prepare Solution Stage Acceptance ................................................................ 28 Production Readiness ....................................................................................................................... 29 Solution Validation .................................................................................................................... 29 Go-Live Readiness ..................................................................................................................... 30 End User Training ...................................................................................................................... 31 Control Point 4: Production Readiness Stage Acceptance ........................................................ 32 Production ......................................................................................................................................... 32 Go-Live ...................................................................................................................................... 33 Transition to Client Services ...................................................................................................... 34 Post Go-Live Activities ............................................................................................................... 35 Control Point 5: Production Stage Acceptance ......................................................................... 36 Close .................................................................................................................................................. 36 Phase Closeout .......................................................................................................................... 36 Project Closeout ........................................................................................................................ 37 Control Point 6: Close Stage Acceptance .................................................................................. 38 General Assumptions ...................................................................................................................... 38 Project ............................................................................................................................................... 39 Organizational Change Management ............................................................................................... 39 Resources and Scheduling ................................................................................................................ 39 Data ................................................................................................................................................... 40 Facilities............................................................................................................................................. 40 Glossary ......................................................................................................................................... 41 PART 4: APPENDICES ............................................................................................................................... 44 Conversion ..................................................................................................................................... 44 Exhibit E
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Munis Conversion Summary ............................................................................................................. 44 Accounts Payable Master .......................................................................................................... 44 Accounts Payable - Checks ............................................................ Error! Bookmark not defined.
Accounts Payable - Invoices .......................................................... Error! Bookmark not defined.
Capital Assets Master .................................................................... Error! Bookmark not defined.
Contracts ....................................................................................... Error! Bookmark not defined.
General Billing CID ..................................................................................................................... 44 General Billing – Bills ..................................................................... Error! Bookmark not defined.
Payroll ........................................................................................... Error! Bookmark not defined.
Payroll – Accrual Balances............................................................. Error! Bookmark not defined.
Payroll – PM Action History ...................................................................................................... 44 Payroll – Position Control .......................................................................................................... 44 Payroll – Accumulators ............................................................................................................. 44 Payroll – Check History ............................................................................................................. 44 Payroll – Earning/Deduction Hist. ............................................................................................. 44 Project Grant Accounting .............................................................. Error! Bookmark not defined.
Purchase Orders ........................................................................................................................ 44 Additional Appendices ................................................................................................................ 45 Intentionally left blank. ..................................................................................................................... 45 Project Timeline .......................................................................................................................... 46 ERP Project Timeline ......................................................................................................................... 46 Intentionally left blank. ..................................................................................................................... 46
Exhibit E
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Part 1: Executive Summary
Project Overview
Introduction
Tyler Technologies (“Tyler”) is the largest and most established provider of integrated software and technology services focused solely on the public sector. Tyler’s end-to-end solutions empower public sector entities including local, state, provincial and federal government, to operate more efficiently and connect more transparently with their constituents and with each other. By connecting data and processes across disparate systems, Tyler’s solutions transform how clients gain actionable insights that solve problems in their communities.
Project Goals
This Statement of Work (“SOW”) documents the methodology, implementation stages, activities, and roles and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler and Pacifica (collectively the “Project”).
The overall goals of the project are to:
Successfully implement the contracted scope on time and on budget Increase operational efficiencies and empower users to be more productive Improve accessibility and responsiveness to external and internal customer needs Overcome current challenges and meet future goals
Methodology
This is accomplished by Pacifica and Tyler working as a partnership and Tyler utilizing its depth of implementation experience. While each Project is unique, all will follow Tyler’s six-stage methodology. Each of the six stages is comprised of multiple work packages, and each work package includes a narrative description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix.
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 Pacifica’s complexity and organizational needs.
Exhibit E
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The methodology adapts to both single-phase and multiple-phase projects.
To achieve Project success, it is imperative that both Pacifica and Tyler commit to including the necessary leadership and governance. During each stage of the Project, it is expected that Pacifica and Tyler Project teams work collaboratively to complete tasks. An underlying principle of Tyler’s Implementation process is to employ an iterative model where Pacifica’s business processes are assessed, configured, validated, and refined cyclically in line with the project budget. This approach is used in multiple stages and work packages as illustrated in the graphic below.
The delivery approach is systematic, which reduces variability and mitigates risks to ensure Project success. As illustrated, some stages, along with work packages and tasks, are intended to be overlapping by nature to complete the Project efficiently and effectively.
Exhibit E
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Part 2: Project Foundation
Project Governance
Project governance is the management framework within which Project decisions are made. The role of Project governance is to provide a decision-making approach that is logical, robust, and repeatable. This allows organizations to have a structured approach for conducting its daily business in addition to project related activities.
This section outlines the resources required to meet 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 defines the structure for escalation of issues and risks, Change Control review and authority, and Organizational Change Management activities. Throughout the Statement of Work Tyler has provided RACI Matrices for activities to be completed throughout the implementation which will further outline responsibilities of different roles in each stage. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage.
The chart below illustrates an overall team perspective where Tyler and Pacifica collaborate to resolve Project challenges according to defined escalation paths. If project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and Pacifica Steering Committee become the escalation points to triage responses prior to escalation to Pacifica 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. Pacifica and Tyler executive sponsors serve as the final escalation point.
Exhibit E
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Project Scope Control
Managing Scope and Project Change
Project Management governance principles contend that there are three connected constraints on a Project:
budget, timeline, and scope. These constraints, known as the “triple constraints” or project management triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the work performed to deliver a product, service or result with the specified features and functions, while time is simply defined as the schedule. The Triple Constraint theory states that if you change one side of the triangle, the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased, cost and time to complete will also need to increase. The Project and executive teams will need to remain cognizant of these constraints when making impactful decisions to the Project. A simple illustration of this triangle is included here, showing the connection of each item and their relational impact to the overall Scope.
A pillar of any successful project is the ability to properly manage scope while allowing the appropriate level of flexibility to incorporate approved changes. Scope and changes within the project will be managed using the change control process outlined in the following section.
Change Control
It may become necessary to change the scope of this Project due to unforeseeable circumstances (e.g., new constraints or opportunities are discovered). This Project is being undertaken with the understanding that Project scope, schedule, and/or cost may need to change to produce optimal results for stakeholders.
Changes to contractual requirements will follow the change control process specified in the final contract, and as described below.
Change Request Management
Should the need for a change to Project scope, schedule, and/or cost be identified during the Project, the change will be brought to the attention of the Steering Committee and an assessment of the change will occur. While such changes may result in additional costs and delays relative to the schedule, some changes may result in less cost to Pacifica; for example, Pacifica may decide it no longer needs a deliverable originally defined in the Project. The Change Request will include the following information:
Exhibit E
13.a
Packet Pg. 280 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 5
The nature of the change.
A good faith estimate of the additional cost or associated savings to Pacifica, if any. The timetable for implementing the change.
The effect on and/or risk to the schedule, resource needs or resource responsibilities.
Pacifica will use its good faith efforts to either approve or disapprove any Change Request within ten (10) Business Days (or other period as mutually agreeable between Tyler and Pacifica). Any changes to the Project scope, budget, or timeline must be documented and approved in writing using a Change Request form. These changes constitute a formal amendment to the Statement of Work and will supersede any conflicting term in the Statement of Work.
Exhibit E
13.a
Packet Pg. 281 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 6
Acceptance Process
The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success of the Project that each Pacifica office or department designates specific individuals for making decisions on behalf of their offices or departments.
Both Tyler and Pacifica will identify representative project managers. These individuals will represent the interests of all stakeholders and serve as the primary contacts between the two organizations.
The coordination of gaining Pacifica feedback and approval on Project deliverables will be critical to the success of the Project. Pacifica project manager will strive to gain deliverable and decision approvals from all authorized Pacifica representatives. Given that the designated decision-maker for each department may not always be available, there must be a designated proxy for each decision point in the Project. Assignment of each proxy will be the responsibility of the leadership from each Pacifica department. The proxies will be named individuals that have the authorization to make decisions on behalf of their department.
The following process will be used for accepting Deliverables and Control Points:
Pacifica shall have fifteen (15) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept each Deliverable or Control Point. If Pacifica does not provide acceptance or acknowledgement within fifteen (15) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.
If Pacifica does not agree the Deliverable or Control Point meets requirements, Pacifica shall notify Tyler project manager(s), in writing, with reasoning within fifteen (15) 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. Pacifica shall then have fifteen (15) 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 Pacifica does not provide acceptance within fifteen (15) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.
Roles and Responsibilities
The following defines the roles and responsibilities of each Project resource for Pacifica and Tyler. Roles and responsibilities may not follow the organizational chart or position descriptions at Pacifica, but are roles defined within the Project. It is common for individual resources on both the Tyler and Pacifica project teams to fill multiple roles. Similarly, it is common for some roles to be filled by multiple people.
Tyler Roles & Responsibilities
Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one Phase in duration). Additional Tyler resources are assigned as the schedule develops and as needs arise.
Exhibit E
13.a
Packet Pg. 282 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 7
Tyler Executive Manager
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 to escalate and facilitate implementation Project tasks and decisions. Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying Pacifica ’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.
Acts as the counterpart to Pacifica ’s executive sponsor.
Tyler Implementation Manager
Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. The Tyler project managers consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler Project Manager or with Pacifica management as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level. Assigns Tyler Project personnel.
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.
Tyler Project Manager
The Tyler project manager(s) provides oversight of the Project, coordination of Tyler 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. As requested by Pacifica, the Tyler Project Manager provides regular updates to Pacifica Steering Committee and other Tyler governance members. Tyler Project Manager’s role includes responsibilities in the following areas:
Contract Management
Validates contract compliance throughout the Project. Ensures Deliverables meet contract requirements.
Acts as primary point of contact for all contract and invoicing questions. Prepares and presents contract milestone sign-offs for acceptance by Pacifica project manager(s). Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.
Planning
Delivers project planning documents.
Defines Project tasks and resource requirements.
Develops initial Project schedule and Project Management Plan. Collaborates with Pacifica project manager(s) to plan and schedule Project timelines to achieve ontime implementation.
Exhibit E
13.a
Packet Pg. 283 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 8
Implementation Management
Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. Establishes and manages a schedule and Tyler resources that properly support the Project Schedule and are also in balance with Scope/budget.
Establishes risk/issue tracking/reporting process between Pacifica and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to Pacifica any items that may impact the outcomes of the Project.
Collaborates with Pacifica ’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.
Collaborates with Pacifica ’s project manager(s) to set a routine communication plan that will aide all Project team members, of both Pacifica and Tyler, in understanding the goals, objectives, status, and health of the Project.
Agenda/status reports will include completed tasks, overdue tasks, upcoming tasks, issues and project budget reconciliation. Reports will be posted to the project SharePoint site. Produces Status Reports and conducts periodic Status Calls with City Project Manager. Status Reports and Status Calls will occur every two weeks until 60 days prior to go live and then will occur every week. Status Reports will be delivered within 24 hours of each Status Call and will include an Implementation Days Reconciliation.
Resource Management
Acts as liaison between Project team and Tyler manager(s). Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing. Provides direction and support to Project team.
Manages the appropriate assignment and timely completion of tasks as defined in the Project Schedule, task list, and Go-Live Checklist.
Assesses team performance and adjusts as necessary.
Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks.
Tyler Implementation Consultant
Completes tasks as assigned by the Tyler project manager(s). Documents activities for services performed by Tyler. Guides Pacifica through software validation process following configuration. Assists during Go-Live process and provides support until Pacifica transitions to Client Services. Facilitates training sessions and discussions with Pacifica and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time. May provide conversion review and error resolution assistance. Implementation Consultants will deliver a site report for every onsite/remote session conducted with the City that includes a summary of covered topics, agenda items not covered, session attendees, assigned homework, decisions made, new or relevant issues and support tickets. Site report will be made available within one week of the conclusion of the session.” Tyler Sales
Supports Sales to Implementation knowledge transfer during Initiate & Plan.
Exhibit E
13.a
Packet Pg. 284 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 9
Provides historical information, as needed, throughout implementation. Participates in pricing activities if additional licensing and/or services are needed.
Tyler Technical Services
Maintains Tyler infrastructure requirements and design document(s). Involved in system infrastructure planning/review(s). Provides first installation of licensed software with initial database on servers. Supports and assists the project team with technical/environmental issues/needs. Deploys Tyler products.
Tyler SaaS Technicians
Sets up Tyler-hosted servers.
Provides maintenance of hosted server hardware, operating system, and software upgrades. Provides IT-related services for server environment.
Provides remote technical assistance and tracks issues. Provides system management and disaster recovery services within hosting services. Performs Tyler software upgrades through coordination with Pacifica.
Pacifica Roles & Responsibilities
Pacifica resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles.
Pacifica Executive Sponsor
Pacifica executive sponsor provides support to the Project by providing strategic direction and communicating key issues about the Project and its 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, to provide necessary support, oversight, guidance, and escalation, but does not participate in day-to-day Project activities. The executive sponsor empowers Pacifica steering committee, project manager(s), and functional leads to make critical business decisions for Pacifica. Champions the project at the executive level to secure buy-in. Authorizes required project resources.
Actively participates in organizational change communications.
Pacifica Steering Committee
Pacifica steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation for the Project’s value throughout the organization. The steering committee oversees Pacifica project manager and Project through participation in regular internal meetings. Pacifica steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. Pacifica steering committee also serves as primary level of issue resolution for the Project. 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.
Exhibit E
13.a
Packet Pg. 285 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 10
Assists with communicating key project messages throughout the organization. Prioritizes the project within the organization.
Ensures the project staffed appropriately and that 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
o Schedule
o Project Goals
o Pacifica Policies
o Needs of other client projects
Pacifica Project Manager
Pacifica 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. Pacifica Project Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When Pacifica project manager(s) do not have the knowledge or authority to make decisions, he or she engages the necessary resources to participate in discussions and make decisions in a timely fashion to avoid Project delays. Pacifica project manager(s) are responsible for reporting to Pacifica steering committee and determining appropriate escalation points.
Contract Management
Validates contract compliance throughout the project. Ensures that invoicing and Deliverables meet contract requirements. Acts as primary point of contact for all contract and invoicing questions. Collaborates on and approves Change Requests, if needed, to ensure proper scope and budgetary compliance.
Planning
Reviews and accepts project planning documents.
Defines project tasks and resource requirements for Pacifica project team. Collaborates in the development and approval of the project schedule. Collaborates with Tyler project manager(s) to plan and schedule project timelines to achieve on-time implementation.
Implementation Management
Tightly manages project budget and scope.
Collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure that scope changes and budget (planned versus actual) are transparent and handled effectively and efficiently.
Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the project schedule as a whole and is also in balance with scope and budget. Collaborates with Tyler project manager(s) to establish risk and issue tracking and reporting process between Pacifica and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to Tyler any items that may impact the outcomes of the project. 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.
Exhibit E
13.a
Packet Pg. 286 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 11
Routinely communicates with both Pacifica staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the project by all team members. Manages the requirements gathering process and ensure timely and quality business requirements are being provided to Tyler.
Resource Management
Acts as liaison between project team and stakeholders. Identifies and coordinates all Pacifica resources across all modules, phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices.
Provides direction and support to project team.
Builds partnerships among the various stakeholders, negotiating authority to move the project forward.
Manages the appropriate assignment and timely completion of tasks as defined. Assesses team performance and takes corrective action, if needed. Provides guidance to Pacifica technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution. Owns the relationship with in-Scope 3rd party providers and aligns activities with ongoing project tasks.
Ensures that users have appropriate access to Tyler project toolsets as required. Conducts training on proper use of toolsets.
Validates completion of required assignments using toolsets.
Pacifica 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. Contributes business process expertise for Current & Future State Analysis. Identifies and includes additional subject matter experts to participate in Current & Future State Analysis.
Validates that necessary skills have been retained by end users. Provides End Users with dedicated time to complete required homework tasks. Acts as an ambassador/champion of change for the new process and provide business process change support.
Identifies and communicates any additional training needs or scheduling conflicts to Pacifica project manager.
Actively participates in all aspects of the implementation, including, but not limited to, the following key activities:
o Task completion
o Stakeholder Meeting
o Project 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 Pacifica resources
o Attendance at scheduled sessions
o Change management activities
Exhibit E
13.a
Packet Pg. 287 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 12
o Modification specification, demonstrations, testing and approval assistance o Data analysis assistance
o Decentralized end user training
o Process testing
o Solution Validation
Pacifica Power Users
Participate in project activities as required by the project team and project manager(s). Provide subject matter expertise on Pacifica business processes and requirements. Act as subject matter experts and attend Current & Future State Analysis sessions as needed. Attend all scheduled training sessions.
Participate in all required post-training processes as needed throughout project. Test all application configuration to ensure it satisfies business process requirements. Become application experts.
Participate in Solution Validation.
Adopt and support changed procedures.
Complete all deliverables by the due dates defined in the project schedule. Demonstrate competency with Tyler products processing prior to Go-live. Provide knowledge transfer to Pacifica staff during and after implementation. Participate in conversion review and validation.
Pacifica 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 schedule. Utilize software to perform job functions at and beyond Go-live.
Pacifica Technical Lead
Coordinates updates and releases with Tyler as needed. Coordinates the copying of source databases to training/testing databases as needed for training days.
Coordinates and adds new users, printers and other peripherals as needed. Validates that all users understand log-on process and have necessary permission for all training sessions.
Coordinates interface development for Pacifica third party interfaces. Develops or assists in creating reports as needed.
Ensures on-site system meets specifications provided by Tyler. Assists with software installation as needed.
Extracts and transmits conversion data and control reports from Pacifica’s legacy system per the conversion schedule set forth in the project schedule.
Pacifica Upgrade Coordination
Becomes familiar with the software upgrade process and required steps. Becomes familiar with Tyler’s releases and updates.
Exhibit E
13.a
Packet Pg. 288 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 13
Utilizes Tyler resources to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage Pacifica’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 Pacifica and Tyler resources. Communicates changes affecting users and department stakeholders. Obtains department stakeholder acceptance to upgrade production environment.
Pacifica Change Management Lead
Validates that 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.
Exhibit E
13.a
Packet Pg. 289 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 14
Part 3: Project Plan
Project Stages
Work Breakdown Structure
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 Schedule, developed during Project/Phase Planning and finalized during subsequent stages, lists 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 has been accepted by Pacifica. *Items noted with an asterisk in the graphic above relate to specific products and services. If those products and services are not included in the scope of the contract, these specific work packages will be noted as “Intentionally Left Blank” in Section 6 of the Statement of Work.
Exhibit E
13.a
Packet Pg. 290 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 15
Initiate and Plan
The Initiate and Plan stage involves Project initiation, infrastructure, and planning. This stage creates a foundation for the Project by identifying and establishing sequence and timing for each Phase as well as verifying scope for the Project. This stage will be conducted at the onset of the Project, with a few unique items being repeated for the additional Phases as needed.
Initial Coordination
Prior to Project commencement, Tyler management assigns project manager(s). Additional Project resources will be assigned later in the Project as a Project schedule is developed. Tyler provides Pacifica with initial Project documents used to gather names of key personnel, their functional role as it pertains to the Project, as well as any blackout dates to consider for future planning. Pacifica gathers the information requested by the provided deadline ensuring preliminary planning and scheduling can be conducted moving the Project 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 Pacifica’s team. During this step, Tyler will work with Pacifica to establish the date(s) for the Project and Phase Planning session.
Objectives:
Formally launch the project.
Establish project governance.
Define and communicate governance for Tyler.
Identify Pacifica project team.
STAGE 1 Initial Coordination
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Tyler project team is assigned A R C I I I I I I
Pacifica project team is assigned A I R I I I
Provide initial project
documents to Pacifica A R C C I I
Gather preliminary information
requested I A R C C C C
Sales to implementation
knowledge transfer A R I I I I I
Create Project Portal to store
project artifacts and facilitate
communication
A R I
Exhibit E
13.a
Packet Pg. 291 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 16
Inputs Contract documents
Statement of Work
Outputs/Deliverables Completed initial project documents Project portal
Work package assumptions:
Project activities begin after the agreement has been fully executed.
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 (if applicable), and discuss implementation timeframes.
During this work package Tyler will work with Pacifica to coordinate and plan a formal Project planning meeting(s). This meeting signifies the start of the Project and should be attended by all Pacifica Project team members and the Tyler Project Manager. The meeting provides an opportunity for Tyler to introduce its implementation methodology, terminology, and Project management best practices to Pacifica’s Project Team. This will also present an opportunity for project managers and Project sponsors to begin to discuss Project communication, metrics, status reporting and tools to be used to measure Project progress and manage change.
Tyler will work with Pacifica Project Team to prepare and deliver the Project Management Plan as an output of the planning meeting. This plan will continue to evolve and grow as the Project progresses and will describe how the project will be executed, monitored, and controlled.
During project planning, Tyler will introduce the tools that will be used throughout the implementation. Tyler will familiarize Pacifica with these tools during project planning and make them available for review and maintenance as applicable throughout the project. Some examples are Solution validation plan, issue log, and go-live checklist.
STAGE 1 Project/Phase Planning
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Schedule and
conduct planning
session(s)
A R I C C I
Exhibit E
13.a
Packet Pg. 292 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 17
Develop Project
Management Plan A R I C C I
Develop initial
project schedule A R I I I I I I C C I I C I
Inputs Contract documents
Statement of Work
Guide to Starting Your Project
Outputs / Deliverables Acceptance Criteria [only] for Deliverables Project Management Plan Delivery of document
Project Operational Plan Delivery of document
Initial Project Schedule Pacifica provides acceptance of schedule based on resource availability, project
budget, and goals.
Work package assumptions:
Pacifica has reviewed and completed the Guide to Starting Your Project document.
Infrastructure Planning
Procuring required hardware and setting it up properly is a critical part of a successful implementation. This task is especially important for Tyler-hosted/SaaS deployment models. Tyler will be responsible for building the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement. Tyler will install the following environments that shall be available for the duration of the entire implementation project: Production, Train, Test, and IMPL. Tyler will install Licensed Software on application server(s) or train Pacifica to install License Software. Pacifica is responsible for the installation and setup of all peripheral devices.
Objectives:
Ensure Pacifica’s infrastructure meets Tyler’s application requirements. Ensure Pacifica’s infrastructure is scheduled to be in place and available for use on time.
STAGE 1 Infrastructure Planning
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Exhibit E
13.a
Packet Pg. 293 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 18
Provide Infrastructure
Requirements and Design
Document
A R C C I I
Initial Infrastructure
Meeting A R C C C C
*Schedule SaaS
Environment Availability A R C I
*Schedule Hardware to
be Available for
Installation
I I A R C
Schedule Installation of
All Licensed Software A R C I I
Infrastructure Audit A R C I C
Inputs 1. Initial Infrastructure Requirements and Design Document Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
1. Completed Infrastructure Requirements
and Design Document
Delivery of Document
2. Infrastructure Audit System Passes Audit Criteria
Stakeholder Meeting
Communication of the Project planning outcomes to Pacifica Project team, executives and other key stakeholders is vital to Project success. The Stakeholder meeting is a strategic activity to inform, engage, gain commitment, and instill confidence in Pacifica team. During the meeting, the goals and objectives of the Project will be reviewed along with detail on Project scope, implementation methodology, roles and responsibilities, Project timeline and schedule, and keys to Project success.
Objectives:
Formally present and communicate the project activities and timeline. Communicate project expectations.
STAGE 1 Stakeholder Meeting
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Create Stakeholder
Meeting Presentation I A R I I I I C I
Exhibit E
13.a
Packet Pg. 294 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 19
Review Stakeholder
Meeting Presentation I C A R C
Perform Stakeholder
Meeting Presentation I A R I I I I C I I I I I I
Inputs Agreement
SOW
Project Management Plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Stakeholder Meeting Presentation
Work package assumptions:
None
Intentionally left blank.
Control Point 1: Initiate & Plan Stage Acceptance
Acceptance criteria for this stage includes completion of all criteria listed below.
Note: Advancement to the Assess & Define stage is not dependent upon Tyler’s receipt of this stage acceptance.
Initiate & Plan Stage Deliverables:
Project Management Plan
Initial Project Schedule
Initiate & Plan stage acceptance criteria:
All stage deliverables accepted based on acceptance criteria previously defined Project governance defined
Project portal made available to Pacifica
Stakeholder meeting complete
Assess & Define
The Assess & Define stage will provide an opportunity to gather information related to current Pacifica business processes. This information will be used to identify and define business processes utilized with Tyler software. Pacifica collaborates with Tyler providing complete and accurate information to Tyler staff and assisting in analysis, understanding current workflows and business processes.
Solution Orientation
The Solution Orientation provides the Project stakeholders a high-level understanding of the solution functionality prior to beginning the current and future state analysis. The primary goal is to establish a foundation for upcoming conversations regarding the design and configuration of the solution.
Exhibit E
13.a
Packet Pg. 295 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 20
Tyler utilizes a variety of tools for the Solution Orientation, focusing on Pacifica team knowledge transfer such as: eLearning, documentation, or walkthroughs. Pacifica team will gain a better understanding of the major processes and focus on data flow, the connection between configuration options and outcome, integration, and terminology that may be unique to Tyler’s solution.
Objectives:
Provide a basic understanding of system functionality. Prepare Pacifica for current and future state analysis.
STAGE 2 Solution Orientation
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide pre-requisites A R I I I I I
Complete pre-requisites A R C C
Conduct orientation A R I I I I I
Inputs Solution orientation materials
Training Plan
Current & Future State Analysis
The Current & Future State Analysis provides the Project stakeholders and Tyler an understanding of process changes that will be achieved with the new system.
Pacifica and Tyler will evaluate current state processes, options within the new software, pros and cons of each based on current or desired state and make decisions about the future state configuration and processing. This may occur before or within the same timeframe as the configuration work package. The options within the new software will be limited to the scope of this implementation and will make use of standard Tyler functionality.
Pacifica will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk from over customization of Tyler products. It is Pacifica’s responsibility to verify that in-scope requirements are being met throughout the implementation if functional requirements are defined as part of the contract. The following guidelines will be followed when evaluating if a modification to the product is required:
A reasonable business process change is available.
Functionality exists which satisfies the requirement. Configuration of the application satisfies the requirement. An in-scope modification satisfies the requirement.
Exhibit E
13.a
Packet Pg. 296 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 21
Requirements that are not met will follow the agreed upon change control process and can have impacts on the project schedule, scope, budget, and resource availability.
STAGE 2 Current & Future State Analysis
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Current State process
review A R I I I C C C C C
Discuss future-state
options A R C C C C C C C C
Make future-state
decisions (non-COTS) C C C C C A R I C C
Document anticipated
configuration options
required to support
future state
A R C C C I I I I I
Inputs Pacificacurrent state documentation
Solution Orientation completion
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Documentation that describes future-state
decisions and configuration options to support
future-state decisions.
Delivery of document
Work package assumptions:
Pacifica attendees possess sufficient knowledge and authority to make future state decisions. Pacifica is responsible for any documentation of current state business processes. Pacifica can effectively communicate current state processes.
Conversion Assessment
Data Conversions are a major effort in any software implementation. Tyler’s conversion tools facilitate the predictable, repeatable conversion process that is necessary to support a successful transition to the Tyler system. The first step in this process is to perform an assessment of the existing (“legacy”) system(s), to better understand the source data, risks, and options available. Once the data has been analyzed, the plan for data conversion is completed and communicated to the appropriate stakeholders.
Objectives:
Exhibit E
13.a
Packet Pg. 297 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 22
Communicate a common understanding of the project goals with respect to data. Ensure complete and accurate source data is available for review/transfer. Map the data from the source to the Tyler system.
Document the data conversion/loading approach.
STAGE 2 Data Conversion Assessment
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Extract Data from
Source Systems I C A R
Review and Scrub
Source Data I I I A R C I
Build/Update Data
Conversion Plan R C C C I I I I
Inputs Pacifica Source data
Pacifica Source data Documentation (if available)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data Conversion Plan built/updated Pacifica Acceptance of Data Conversion Plan, if Applicable
Work package assumptions:
Tyler will be provided with data from the Legacy system(s) in a mutually agreed upon format. Tyler will work with Pacifica representatives to identify business rules before writing the conversion. Pacifica subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort.
Intentionally left blank.
Intentionally left blank.
Control Point 2: Assess & Define Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Note: Advancement to the Prepare Solution Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
Exhibit E
13.a
Packet Pg. 298 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 23
Assess & Define Stage Deliverables:
Documentation of future state decisions and configuration options to support future state decisions. Modification specification document.
Assess & Define Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined. Solution Orientation is delivered.
Conversion data extracts are received by Tyler.
Data conversion plan built.
Prepare Solution
During the Prepare Solution stage, information gathered during the Initiate & Plan and Assess & Define stages will be used to install and configure the Tyler software solution. Software configuration will be validated by Pacifica against future state decisions defined in previous stages and processes refined as needed to ensure business requirements are met.
Initial System Deployment
The timely availability of the Tyler Solution is important to a successful Project implementation. The success and timeliness of subsequent work packages are contingent upon the initial system deployment of Tyler Licensed Software on an approved network and infrastructure. Delays in executing this work package can affect the project schedule.
Objectives:
All licensed software is installed and operational.
Pacifica can access the software.
STAGE 3 Initial System Deployment (Hosted/SaaS)*
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Prepare hosted
environment A R I C
Install Licensed
Software with
Initial Database on
Server(s) for
Included
Environments
A R I C
Exhibit E
13.a
Packet Pg. 299 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 24
Install Licensed
Software on
Pacifica Devices (if
applicable)
I C A R
Tyler System
Administration
Training (if
applicable)
A R I C
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Licensed Software is Installed on the Server(s) Software is accessible Licensed Software is Installed on Pacifica
Devices (if applicable)
Software is accessible
Installation Checklist/System Document System Passes
Infrastructure Design Document (C&J – If
Applicable)
Work package assumptions:
The most current available version of the Tyler Licensed Software will be installed. Pacifica will provide network access for Tyler modules, printers, and Internet access to all applicable Pacifica and Tyler Project staff.
Configuration
The purpose of Configuration is to prepare the software product for validation.
Tyler staff collaborates with Pacifica to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. Pacifica collaborates with Tyler staff iteratively to validate software configuration.
Objectives:
Software is ready for validation.
Educate Pacifica Power User how to configure and maintain software. Prepare standard interfaces for process validation (if applicable).
STAGE 3 Configuration
Tyler Pacifica
Exhibit E
13.a
Packet Pg. 300 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 25
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Conduct configuration
training A R I C C
Complete Tyler
configuration tasks
(where applicable)
A R I I I
Complete Pacifica
configuration tasks
(where applicable)
I C A R C
Standard interfaces
configuration and
training (if applicable)
A R C I C C C
Updates to Solution
Validation testing plan C C A R C C
Inputs Documentation that describes future state decisions and configuration options to support future state decisions.
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Configured System N/A
Work package assumptions:
Tyler provides guidance for configuration options available within the Tyler software. Pacifica is responsible for making decisions when multiple options are available.
Process Refinement
Tyler will educate Pacifica users on how to execute processes in the system to prepare them for the validation of the software. Pacifica collaborates with Tyler staff iteratively to validate software configuration options to support future state.
Objectives:
Ensure that Pacifica understands future state processes and how to execute the processes in the software.
Refine each process to meet the business requirements. Validate standard interfaces, where applicable.
Validate forms and reports, where applicable.
Exhibit E
13.a
Packet Pg. 301 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 26
STAGE 3 Process Refinement
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Conduct process
training A R I C I C
Confirm process
decisions I C A R C I C
Test configuration I C A R C
Refine
configuration
(Pacifica
Responsible)
I C A R C
Refine
configuration (Tyler
Responsible)
A R I I I
Validate interface
process and results I C C A R C C
Update Pacificaspecific process
documentation (if
applicable)
I C A R C
Updates to
Solution Validation
testing plan
C C A R C C
Inputs Initial Configuration
Documentation that describes future state decisions and configuration options to support future state decisions.
Solution validation test plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated solution validation test plan
Completed Pacifica-specific process
documentation (completed by Pacifica)
Work package assumptions:
None
Exhibit E
13.a
Packet Pg. 302 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 27
Conversion Delivery
The purpose of this task is to transition Pacifica’s data from their source (“legacy”) system(s) to the Tyler system(s). The data will need to be mapped from the legacy system into the new Tyler system format. A wellexecuted data conversion is key to a successful cutover to the new system(s).
With guidance from Tyler, Pacifica will review specific data elements within the system and identify / report discrepancies. Iteratively, Tyler will collaborate with Pacifica to address conversion discrepancies. This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s). Reference Conversion Appendix for additional detail.
Objectives:
Data is ready for production (Conversion).
STAGE 3 Data Delivery & Conversion
Tyler Pacifica
RACI MATRIX
KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide data
crosswalks/code
mapping tool
A C R I I I
Exhibit E
13.a
Packet Pg. 303 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 28
Populate data
crosswalks/code
mapping tool
I C C A R C
Iterations:
Conversion
Development
A C R I I
Iterations:
Deliver
converted data
A R I I I
Provide selfguided
instruction to
verify specific
data
components
R C R C C I
Iterations:
Proof/Review
data and
reconcile to
source system
C C C A R C C
Inputs
Data Conversion Plan
Configuration
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Code Mapping Complete / Validated N/A
Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for final pass
Work package assumptions:
Pacifica will provide a single file layout per source system as identified in the investment summary. Pacifica subject matter experts and resources most familiar with the current data will be involved in the data conversion effort.
Pacifica project team will be responsible for completing the code mapping activity, with assistance from Tyler.
Intentionally left blank.
Intentionally left blank.
Control Point 3: Prepare Solution Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below in each Work Package.
Note: Advancement to the Production Readiness Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
Prepare Solution Stage Deliverables:
Exhibit E
13.a
Packet Pg. 304 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 29
Licensed software is installed.
Installation checklist/system document.
Conversion iterations and reviews complete.
Prepare Solution Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined. Software is configured.
Solution validation test plan has been reviewed and updated if needed.
Production Readiness
Activities in the Production Readiness stage will prepare Pacifica team for go-live through solution validation, the development of a detailed go-live plan and end user training. A readiness assessment will be conducted with Pacifica to review the status of the project and the organizations readiness for go-live.
Solution Validation
Solution Validation is the end-to-end software testing activity to ensure that Pacifica verifies all aspects of the Project (hardware, configuration, business processes, etc.) are functioning properly, and validates that all features and functions per the contract have been deployed for system use.
Objectives:
Validate that the solution performs as indicated in the solution validation plan. Ensure Pacifica organization is ready to move forward with go-live and training (if applicable).
STAGE 4 Solution Validation
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Update Solution
Validation plan A R C C C C
Provide standard
solution validation test
scripts
R C I I I
Update test scripts (as
applicable) C C C A R C
Perform testing C C C A R C
Document issues from
testing C C C A R C
Exhibit E
13.a
Packet Pg. 305 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 30
Perform required followup on issues A R C C C C
Inputs Solution Validation plan
Completed work product from prior stages (configuration, business process, etc.) Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Solution Validation Report Pacifica updates report with testing results Work package assumptions:
Designated testing environment has been established.
Testing includes current phase activities or deliverables only.
Go-Live Readiness
Tyler and Pacifica will ensure that all requirements defined in Project planning have been completed and the Go-Live event can occur, as planned. A go-live readiness assessment will be completed identifying risks or actions items to be addressed to ensure Pacifica has considered its ability to successfully Go-Live. Issues and concerns will be discussed, and mitigation options documented. Tyler and Pacifica will jointly agree to move forward with transition to production. Expectations for final preparation and critical dates for the weeks leading into and during the Go-Live week will be planned in detail and communicated to Project teams.
Objectives:
Action plan for go-live established.
Assess go-live readiness.
Stakeholders informed of go-live activities.
STAGE 4 Go-Live Readiness
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Perform Readiness
Assessment I A R C C I C I I I I I I
Conduct Go-Live planning
session A R C C C C C C C
Order peripheral
hardware (if applicable) I A R C
Exhibit E
13.a
Packet Pg. 306 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 31
Confirm procedures for
Go-Live issue reporting &
resolution
A R I I I I C C I I I I I
Develop Go-Live checklist A R C C C C I C C
Final system
infrastructure review
(where applicable)
A R C C
Inputs Future state decisions
Go-live checklist
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated go-live checklist Updated Action plan and Checklist for go-live delivered to Pacifica
Work package assumptions:
None
End User Training
End User Training is a critical part of any successful software implementation. Using a training plan previously reviewed and approved, the Project team will organize and initiate the training activities.
Train the Trainer: Tyler provides one occurrence of each scheduled training or implementation topic. Pacifica users who attended the Tyler sessions may train additional users. Additional Tyler led sessions may be contracted at the applicable rates for training.
Tyler will provide standard application documentation for the general use of the software. It is not Tyler’s responsibility to develop Pacifica specific business process documentation. Pacifica-led training labs using Pacifica specific business process documentation if created by Pacifica can be added to the regular training curriculum, enhancing the training experiences of the end users.
Objectives:
End users are trained on how to use the software prior to go-live. Pacifica is prepared for on-going training and support of the application.
STAGE 4 End User Training
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Update training plan A R C C I C
Exhibit E
13.a
Packet Pg. 307 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 32
End User training (Tylerled) A R C C C I C C C
Train-the-trainer A R C C C I C
End User training
(Pacifica-led) C C A R I C C C
Inputs Training Plan
List of End Users and their Roles / Job Duties
Configured Tyler System
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
End User Training Pacifica signoff that training was delivered Work package assumptions:
Pacifica project team will work with Tyler to jointly develop a training curriculum that identifies the size, makeup, and subject-area of each of the training classes. Tyler will work with Pacifica as much as possible to provide end-user training in a manner that minimizes the impact to the daily operations of Pacifica departments. Pacifica will be responsible for training new users after go-live (exception—previously planned or regular training offerings by Tyler).
Control Point 4: Production Readiness Stage Acceptance
Acceptance criteria for this stage includes all criteria listed below. Advancement to the Production stage is dependent upon Tyler’s receipt of the stage acceptance.
Production Readiness stage deliverables:
Solution Validation Report.
Update go-live action plan and checklist.
End user training.
Production Readiness stage acceptance criteria:
All stage deliverables accepted based on criteria previously defined. Go-Live planning session conducted.
Production
Following end user training the production system will be fully enabled and made ready for daily operational use as of the scheduled date. Tyler and Pacifica will follow the comprehensive action plan laid out during GoLive Readiness to support go-live activities and minimize risk to the Project during go-live. Following go-live, Tyler will work with Pacifica to verify that implementation work is concluded, post go-live activities are scheduled, and the transition to Client Services is complete for long-term operations and maintenance of the Tyler software.
Exhibit E
13.a
Packet Pg. 308 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 33
Go-Live
Following the action plan for Go-Live, defined in the Production Readiness stage, Pacifica and Tyler will complete work assigned to prepare for Go-Live.
Pacifica provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final conversion iteration, if applicable. If defined in the action plan, Pacifica manually enters any data added to the Legacy System after final data extract into the Tyler system.
Tyler staff collaborates with Pacifica during Go-Live activities. Pacifica transitions to Tyler software for day-to day business processing.
Some training topics are better addressed following Go-Live when additional data is available in the system or based on timing of applicable business processes and will be scheduled following Go-Live per the Project Schedule.
Objectives:
Execute day to day processing in Tyler software.
Pacifica data available in Production environment.
STAGE 5 Go-Live
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide final source data
extract, if applicable C C A R
Final source data pushed
into production
environment, if
applicable
A C R I C C C
Proof final converted
data, if applicable C C C A R C
Complete Go-Live
activities as defined in
the Go-Live action plan
C C C A R C I C
Provide Go-Live
assistance A R C C I C C I C I C
Inputs Comprehensive Action Plan for Go-Live
Final source data (if applicable)
Exhibit E
13.a
Packet Pg. 309 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 34
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data is available in production environment Pacifica confirms data is available in production environment
Work package assumptions:
Pacifica will complete activities documented in the action plan for Go-Live as scheduled. External stakeholders will be available to assist in supporting the interfaces associated with the GoLive live process. Pacifica business processes required for Go-Live are fully documented and tested. Pacifica Project team and subject matter experts are the primary point of contact for the end users when reporting issues during Go-Live.
Pacifica Project Team and Power User’s provide business process context to the end users during GoLive. The Tyler Go-Live support team is available to consult with Pacifica teams as necessary. The Tyler Go-Live support team provides standard functionality responses, which may not be tailored to the local business processes.
Transition to Client Services
This work package signals the conclusion of implementation activities for the Phase or Project with the exception of agreed-upon post Go-Live activities. The Tyler project manager(s) schedules a formal transition of Pacifica onto the Tyler Client Services team, who provides Pacifica with assistance following Go-Live, officially transitioning Pacifica to operations and maintenance.
Objectives:
Ensure no critical issues remain for the project teams to resolve. Confirm proper knowledge transfer to Pacifica teams for key processes and subject areas.
STAGE 5 Transition to Client Services
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Transfer Pacifica to
Client Services and
review issue reporting
and resolution processes
I I A I I R I I C C C
Review long term
maintenance and A R C C C
Exhibit E
13.a
Packet Pg. 310 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 35
continuous
improvement
Inputs Open item/issues List
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Client Services Support Document
Work package assumptions:
No material project issues remain without assignment and plan.
Post Go-Live Activities
Some implementation activities are provided post-production due to the timing of business processes, the requirement of actual production data to complete the activities, or the requirement of the system being used in a live production state.
Objectives:
Schedule activities that are planned for after Go-Live. Ensure issues have been resolved or are planned for resolution before phase or project close.
STAGE 5 Post Go-Live Activities
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Schedule contracted
activities that are
planned for delivery
after go-live
A R C C C C I C C I C C
Determine resolution
plan in preparation for
phase or project close
out
A R C C C I C C I C
Inputs List of post Go-Live activities
Outputs /
Deliverables
Acceptance Criteria [only] for
Deliverables
Updated issues log
Exhibit E
13.a
Packet Pg. 311 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 36
Work package assumptions:
System is being used in a live production state.
Control Point 5: Production Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below:
Advancement to the Close stage is not dependent upon Tyler’s receipt of this Stage Acceptance. Converted data is available in production environment.
Production Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined. Go-Live activities defined in the Go-Live action plan completed. Client services support document is provided.
Close
The Close stage signifies full implementation of all products purchased and encompassed in the Phase or Project. Pacifica transitions to the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Client Services).
Phase Closeout
This work package represents Phase completion and signals the conclusion of implementation activities for the Phase. The Tyler Client Services team will assume ongoing support of Pacifica for systems implemented in the Phase.
Objectives:
Agreement from Tyler and Pacifica teams that activities within this phase are complete.
STAGE 6 Phase Close Out
Tyler Pacifica
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Reconcile project budget
and status of contract
Deliverables
I A R I I C
Exhibit E
13.a
Packet Pg. 312 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 37
Hold post phase review
meeting A R C C C C C C C C C
Release phasedependent Tyler project
resources
A R I I
Participants Tyler Pacifica
Project Leadership Project Manager
Project Manager Project Sponsor(s)
Implementation Consultants Functional Leads, Power Users, Technical Leads
Technical Consultants (Conversion, Deployment,
Development)
Client Services
Inputs Contract
Statement of Work
Project artifacts
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Final action plan (for outstanding items)
Reconciliation Report
Post Phase Review
Work package assumptions:
Tyler deliverables for the phase have been completed.
Project Closeout
Completion of this work package signifies final acceptance and formal closing of the Project.
At this time Pacifica may choose to begin working with Client Services to look at continuous improvement Projects, building on the completed solution.
Objectives:
Confirm no critical issues remain for the project teams to resolve. Determine proper knowledge transfer to Pacifica teams for key processes and subject areas has occurred.
Verify all deliverables included in the Agreement are delivered.
STAGE 6 Project Close Out
Tyler Pacifica
Exhibit E
13.a
Packet Pg. 313 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 38
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Conduct post project
review A R C C C C C C C C C
Deliver post project
report to Pacifica and
Tyler leadership
I A R I I C
Release Tyler project
resources
A R I I
Inputs Contract
Statement of Work
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Post Project Report Pacifica acceptance; Completed report indicating all project Deliverables and
milestones have been completed
Work package assumptions:
All project implementation activities have been completed and approved. No critical project issues remain that have not been documented and assigned. Final project budget has been reconciled and invoiced. All Tyler deliverables have been completed.
Control Point 6: Close Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Close Stage Deliverables:
Post Project Report.
Close Stage Acceptance Criteria:
Completed report indicating all Project deliverables and milestones have been completed.
General Assumptions
Tyler and Pacifica will use this SOW as a guide for managing the implementation of the Tyler Project as provided and described in the Agreement. There are a few assumptions which, when acknowledged and adhered to, will support a successful implementation. Assumptions related to specific work packages are Exhibit E
13.a
Packet Pg. 314 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 39
documented throughout the SOW. Included here are general assumptions which should be considered throughout the overall implementation process.
Project
Project activities will begin after the Agreement has been fully executed. Pacifica Project Team will complete their necessary assignments in a mutually agreed upon timeframe to meet the scheduled go-live date, as outlined in the Project Schedule. Sessions will be scheduled and conducted at a mutually agreeable time. Additional services, software modules and modifications not described in the SOW or Agreement will be considered a change to this Project and will require a Change Request Form as previously referenced in the definition of the Change Control Process. Tyler will provide a written agenda and notice of any prerequisites to Pacifica project manager(s) ten (10) business days or as otherwise mutually agreed upon time frame prior to any scheduled on-site or remote sessions, as applicable.
Tyler will provide guidance for configuration and processing options available within the Tyler software. If multiple options are presented by Tyler, Pacifica is responsible for making decisions based on the options available.
Implementation of new software may require changes to existing processes, both business and technical, requiring Pacifica to make process changes.
Pacifica is responsible for defining, documenting, and implementing their policies that result from any business process changes.
Tyler will deliver a site report for every onsite/remote session that includes a summary of covered topics, agenda items not covered, session attendees, assigned homework, decisions made, new or relevant issues and support tickets. Site report will be made available within a week of the conclusion of the session.
Organizational Change Management
Unless otherwise contracted by Tyler, Pacifica is responsible for managing Organizational Change. Impacted Pacifica resources will need consistent coaching and reassurance from their leadership team to embrace and accept the changes being imposed by the move to new software. An important part of change is ensuring that impacted Pacifica resources understand the value of the change, and why they are being asked to change.
Resources and Scheduling
Pacifica resources will participate in scheduled activities as assigned in the Project Schedule. Pacifica team will complete prerequisites prior to applicable scheduled activities. Failure to do so may affect the schedule.
Tyler and Pacifica will provide resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget.
Abbreviated timelines and overlapped Phases require sufficient resources to complete all required work as scheduled.
Changes to the Project Schedule, availability of resources or changes in Scope will be requested through a Change Request. Impacts to the triple constraints (scope, budget, and schedule) will be assessed and documented as part of the change control process. Pacifica will ensure assigned resources will follow the change control process and possess the required business knowledge to complete their assigned tasks successfully. Should there be a change Exhibit E
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in resources, the replacement resource should have a comparable level of availability, change control process buy-in, and knowledge.
Pacifica makes timely Project related decisions to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Failure to do so may affect the schedule, as each analysis and implementation session is dependent on the decisions made in prior sessions. Pacifica will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule.
Pacifica will provide adequate meeting space or facilities, including appropriate system connectivity, to the project teams including Tyler team members.
For on-site visits, Tyler will identify a travel schedule that balances the needs of the project and the employee.
Data
Data will be converted as provided and Tyler will not create data that does not exist. Pacifica is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data.
Tyler will work closely with Pacifica representatives to identify business rules before writing the conversion. Pacifica must confirm that all known data mapping from source to target have been identified and documented before Tyler writes the conversion. All in-scope source data is in data extract(s).
Each legacy system data file submitted for conversion includes all associated records in a single approved file layout.
Pacifica will provide the legacy system data extract in the same format for each iteration 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. Pacifica Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler.
Pacifica is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.)
Facilities
Pacifica will provide dedicated space for Tyler staff to work with Pacifica resources for both on-site and remote sessions. If Phases overlap, Pacifica will provide multiple training facilities to allow for independent sessions scheduling without conflict.
Pacifica will provide staff with a location to practice what they have learned without distraction.
Exhibit E
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Packet Pg. 316 Attachment: Attachment A: SaaS Agreement - Tyler Technologies Inc. (5437 : Resolution - Agreement with Tyler Technologies, Inc for ERP
City of Pacifica, CA
Tyler Technologies, Inc. Page | 41
Glossary
Word or Term Definition
Acceptance Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria.
Accountable The one who ultimately ensures a task or deliverable is completed; the one who ensures the prerequisites of the task are met and who delegates the work to those responsible. [Also see RACI]
Application A computer program designed to perform a group of coordinated functions, tasks, or activities for the benefit of the user.
Application Programming Interface (API) A defined set of tools/methods to pass data to and received data from Tyler software products
Agreement This executed legal contract that defines the products and services to be implemented or performed.
Business Process The practices, policy, procedure, guidelines, or functionality that the client uses to complete a specific job function.
Business Requirements Document A specification document used to describe Client requirements for contracted software modifications.
Change Request A form used as part of the Change Control process whereby changes in the scope of work, timeline, resources, and/or budget are documented and agreed upon by participating parties.
Change Management Guides how we prepare, equip and support individuals to successfully adopt change in order to drive organizational success & outcomes
Code Mapping [where applicable] An activity that occurs during the data conversion process whereby users equate data (field level) values from the old system to the values available in the new system. These may be one to one or many to one. Example: Old System [Field = eye color] [values = BL, Blu, Blue] maps to New Tyler System [Field = Eye Color] [value = Blue].
Consulted Those whose opinions are sought, typically subject matter experts, and with whom there is two-way communication. [Also see RACI]
Control Point This activity occurs at the end of each stage and serves as a formal and intentional opportunity to review stage deliverables and required acceptance criteria for the stage have been met.
Data Mapping [where applicable] The activity determining and documenting where data from the legacy system will be placed in the new system; this typically involves prior data analysis to understand how the data is currently used in the legacy system and how it will be used in the new system.
Deliverable A verifiable document or service produced as part of the Project, as defined in the work packages.
Go-Live The point in time when the Client is using the Tyler software to conduct daily operations in Production.
Informed Those who are kept up-to-date on progress, often only on completion of the task or deliverable, and with whom there is just one-way communication. [Also see RACI]
Exhibit E
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Infrastructure The composite hardware, network resources and services required for the existence, operation, and management of the Tyler software.
Interface A connection to and potential exchange of data with an external system or application. Interfaces may be one way, with data leaving the Tyler system to another system or data entering Tyler from another system, or they may be bi-directional with data both leaving and entering Tyler and another system.
Integration A standard exchange or sharing of common data within the Tyler system or between Tyler applications
Legacy System The software from which a client is converting.
Modification Custom enhancement of Tyler’s existing software to provide features or functions to meet individual client requirements documented within the scope of the Agreement.
On-site Indicates the work location is at one or more of the client’s physical office or work environments.
Organizational Change The process of changing an organization's strategies, processes, procedures, technologies, and culture, as well as the effect of such changes on the organization.
Output A product, result or service generated by a process.
Peripheral devices An auxiliary device that connects to and works with the computer in some way. Some examples: scanner, digital camera, printer.
Phase A portion of the Project in which specific set of related applications are typically implemented. Phases each have an independent start, Go-Live and closure dates but use the same Implementation Plans as other Phases of the Project. Phases may overlap or be sequential and may have different Tyler resources assigned.
Project The delivery of the software and services per the agreement and the Statement of Work. A Project may be broken down into multiple Phases.
RACI A matrix describing the level of participation by various roles in completing tasks or Deliverables for a Project or process.
Individuals or groups are assigned one and only one of the following roles for a given task: Responsible (R), Accountable (A), Consulted (C), or Informed (I).
Remote Indicates the work location is at one or more of Tyler’s physical offices or work environments.
Responsible Those who ensure a task is completed, either by themselves or delegating to another resource. [Also see RACI]
Scope Products and services that are included in the Agreement.
Exhibit E
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Solution The implementation of the contracted software product(s) resulting in the connected system allowing users to meet Project goals and gain anticipated efficiencies.
Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project.
Standard Software functionality that is included in the base software (offthe-shelf) package; is not customized or modified.
Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project-specific activities, services, and Deliverables.
System The collective group of software and hardware that is used by the organization to conduct business.
Test Scripts The steps or sequence of steps that will be used to validate or confirm a piece of functionality, configuration, enhancement, or Use Case Scenario.
Training Plan Document(s) that indicate how and when users of the system will be trained relevant to their role in the implementation or use of the system.
Validation (or to validate) The process of testing and approving that a specific Deliverable, process, program, or product is working as expected.
Work Breakdown Structure (WBS) A hierarchical representation of a Project or Phase broken down into smaller, more manageable components.
Work Package A group of related tasks within a project.
Exhibit E
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City of Pacifica, CA
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Part 4: Appendices
Conversion
Munis Conversion Summary
Accounts Payable Master
Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers Multiple remittance addresses
Year-to-date 1099 amounts
General Billing CID
Customer information
Payroll – PM Action History
A variety of Personnel actions, such as job or salary changes and dates these events occurred. Up to 5 years
Payroll – Position Control
Position, description, status, job code, bargaining group, location, number of employees allowed for each, FTE percentage, GL account, and max/min grade and step Payroll – Accumulators
YTD, QTD, MTD amounts for employee pay and deductions Needed for mid-calendar-year go-live
May not be needed if converting earnings/deductions history Up to 5 years
Payroll – Check History
Up to 5 years, additional years must be quoted. We convert amounts for earnings and deductions in employee check history, check number and date.
Payroll – Earning/Deduction Hist.
Up to 5 years, additional years must be quoted. Earning and deduction history broken down my individual codes (earnings and deduction) and amounts per pay period, the detail of these lines, sums the check history in opt 4.
Purchase Orders
Open purchase orders header data including vendor, buyer, date, accounting information, etc. Open purchase orders detail data including line item descriptions, quantities, amounts, etc.
Exhibit E
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Additional Appendices
Intentionally left blank.
Exhibit E
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Project Timeline
ERP Project Timeline
The Project Timeline establishes a target start and end date for each Phase of the Project. The timeline needs to account for resource availability, business goals, size and complexity of the Project, and task duration requirements. These will be reviewed and adjusted, if needed, during the Initiate and Plan Stage. Refer to the Project Stages section of this SOW for information on work packages associated with each stage of the implementation.
The following dates may be revised based on the date the Agreement is signed and further refined during the course of the project. Tyler requires up to forty-five (45) days to move from Agreement signing to the Initiate & Plan Stage.
Phase Functional Areas Modules Start Date Go-Live
Date
1 Financials ● Accounting/General Ledger
● Accounts Payable
● Budgeting
● Project & Grant Accounting
● Purchasing
● Accounts Receivable
● General Billing
September
2023
Septemb
er 2024
System Wide ● Enterprise Analytics & Reporting
o Tyler Reporting Services
o Office
o HUB
● Enterprise Forms Processing
● Content Manager Core
2 Human Capital
Management
● Payroll w/Employee Access
● HR & Talent Management
● Time and Attendance
January
2024
January
2025
Exhibit E
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Intentionally left blank.
Exhibit E
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1 Exhibit F
Client’s Request for Proposals Dated May 10, 2021 (“RFP”) Incorporated by reference.
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1 Exhibit G
Tyler’s Proposal Dated June 11, 2021 (“Proposal”)
Incorporated by reference.
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CITY OF PACIFICA
COUNCIL AGENDA SUMMARY REPORT
8/14/2023
1 SUBJECT:
Approve the Microsoft Enterprise Agreement renewal between the City of Pacifica and Dell Marketing L.P.
RECOMMENDED ACTION:
Adopt the Resolution Authorizing Renewal of the Microsoft Enterprise Agreement for a threeyear term through the reseller Dell Marketing L.P. in the amount of $261,097.56 ($87,032.52 annually); and authorize the City Manager to execute all necessary documents related to this project.
STAFF CONTACT:
Yulia Carter, Assistant City Manager
(650) 738-7402
[email protected]
Harun Kiziltug, Information Systems and Technology Manager (650) 738-7394
[email protected]
BACKGROUND/DISCUSSION:
The City utilizes Microsoft software as the platform for the majority of technological function throughout the organization. The most efficient and cost-effective method of maintaining software licenses is through an Enterprise Agreement (EA) in which all the licensing fees are combined into a single annual payment. The current 3-year EA agreement is expiring on August 31, 2023.
Microsoft offers a customized Enterprise Agreement to all government agencies within the State of California. Microsoft’s Enterprise Agreement is a volume perpetual licensing program that enables organizations the flexibility to purchase a complete suite of software licenses and updates under one agreement. Many government agencies throughout the State of California participate in a cooperative purchasing program known as the “Riverside EA” (Attachment A) which originated from a request-for-proposal initiated by the County of Riverside. Participation in the Riverside EA allows the City to combine the City’s purchase of volume licenses with other government agencies to achieve the lowest cost possible. Dell Marketing L.P. is an authorized reseller of this agreement (Attachment B).
The Enterprise Agreement covers software licenses used by all City staff including but limited to the Windows Desktop operating system, Windows Server operating system, Microsoft Office suite, Microsoft Exchange (E-mail), SQL Database Server, Microsoft SharePoint, and other Microsoft products.
ALTERNATIVE ACTION:
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appropriations. However, this will put the City out of software compliance with Microsoft, and staff will risk losing access to critical software applications, including City E-mail. In addition, other penalties and liabilities may result. Staff does not recommend this alternate action.
RELATION TO CITY COUNCIL GOALS AND WORK PLAN:
Approval of the agreement is consistent with the following Council adopted Goals:
• Improve and steward City Infrastructure: Approving the consultant agreement ensures the City is meeting its commitment to improve existing City infrastructure by keeping accurate computerized records.
FISCAL IMPACT:
The Microsoft Enterprise Agreement through Dell will cost $261,097.56 over three years ($87,032.52 annually). There is no additional fiscal impact associated with this action, as this cost is already included in the FY 2023-24 Adopted Budget.
ORIGINATED BY:
Information Technology
ATTACHMENT LIST:
Attachment A: Riverside County MSFT Enterprise Agreement fully signed (PDF) Attachment B: EA master 2024 extension amendment 1 (PDF) Attachment C: Pacifica - EA renewal as M365 mix - 8-2-23 (PDF) 14 Packet Pg. 327
Pacifica City Council 3
August 14, 2023
RESOLUTION NO. _____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PACIFICA
AUTHORIZING THE CITY MANAGER TO EXECUTE THE MICROSOFT ENTERPRISE AGREEMENT RENEWAL BETWEEN THE CITY OF PACIFICA AND DELL MARKETING L.P.
FOR A THREE-YEAR TERM
WHEREAS, consistent with the City of Pacifica’s Purchasing Policy (Administrative Policy No. 76), the City of Pacifica entered into an agreement with Dell Marketing L.P. for the City of Pacifica’s suite of software licenses and updates through a Microsoft Enterprise Agreement in August 2017; and
WHEREAS, many government agencies throughout the State of California participate in a cooperative purchasing program known as the “Riverside EA”, which originated from a request-for-proposal initiated by the County of Riverside for the purchase of volume licenses with other government agencies to achieve the lowest cost possible; and WHEREAS, the City of Pacifica participates in the cooperative purchasing of software licenses as part of the Riverside EA utilizing the Agreement with Dell Marketing L.P. as an authorized reseller of this agreement; and
WHEREAS, the City Council authorized the renewal of a 3-year Microsoft Enterprise Agreement through Dell Marketing L.P. in August 2020; and WHEREAS, the City of Pacifica now desires to renew the Microsoft Enterprise Agreement through Dell Marketing L.P. for a term of 3 years through August 2026.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Pacifica to authorize the City Manager to execute the Microsoft Enterprise Agreement renewal for a threeyear term through the reseller Dell Marketing L.P. in the amount of $261,097.56 ($87,032.52 annually), and execute all necessary documents related to this agreement. • • • • •
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Pacifica, California, held on the 14th day of 2023, by the following vote:
AYES, Councilmembers:
NOES, Councilmembers:
ABSENT, Councilmembers:
ABSTAIN, Councilmembers:
_________________________________
Tygarjas Twyrls Bigstyck, Mayor
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ATTEST: APPROVED AS TO FORM:
______________________________ _________________________________ Sarah Coffey, City Clerk Michelle Kenyon, City Attorney 14 Packet Pg. 329
COUNTY OF RNERSIDE
AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT WITH
Dell Marketing L.P.
Original Contract Term:
Original Contract ID:
Effective Date of Amendment:
Original Annual Maximum Contract Amount:
Amended Annual Maximum Contract Amount:
11/01/2019 through I 0/31/2021
PSA-0001524
04/01/2020
$0
$0
This AMENDMENT NO. I TO THE LICENSING SOLUTION PROVIDER AGREEMENT with Dell Marketing L.P. ("First Amendment"), dated as of 01 April 2020, is entered into by and between the County of Riverside ("COUNTY"), a political subdivision of the State of California, and Dell Marketing L.P. ("CONTRACTOR"), a Texas corporation, sometimes collectively referred to as the "Parties".
RECITALS
WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses;
WHEREAS, CONTRACTOR desires to provide support to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has the skills, experience, and knowledge necessary to perform under this Agreement; WHEREAS, COUNTY desires to accept CONTRACTOR's services under this Agreement, whereby COUNTY entered into that certain Licensing Solution Provider Agreement between County of Riverside and Dell Marketing L.P., dated 22 October 2019, Agreement Number PSA-0001524 ("Agreement"); and
WHEREAS, COUNTY and CONTRACTOR now desire to amend the Agreement for the first time to extend the period of performance of the Agreement.
NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:
1. The above recitals are true and correct, and are incorporated herein by reference.
2. Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following:
"This Agreement shall be effective from November 1, 2019 through October 31, 2024, unless terminated earlier (the "Term")."
3. Section 9 of the Agreement is hereby deleted in its entirety and replaced with the following:
"Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by December 15th of each year. Forms shall be submitted BOS agenda #3.16 Approved 22 October 2019
Form #116-311 Revision Date: 01/13/2016
RCIT 3450 14'h Street, Riverside, CA 92501
1 ATTACHMENT 2
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Attachment: Attachment B: EA master 2024 extension amendment 1 (5429 : Microsoft Enterprise Agreement Renewal with Dell Marketing L.P.)
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Attachment: Attachment B: EA master 2024 extension amendment 1 (5429 : Microsoft Enterprise Agreement Renewal with Dell Marketing L.P.) Sam Andrews
[email protected]
512.720.4469
Customer: City of Pacifica
Contract: Riverside County Master Agreement - PSA-0001524 (8084445) Date of Issue: 8/2/2023 Renewal estimate for EA# 7789749 (expires 8/31/2023) Quote Expires: 8/31/2023 Product Description Mfg# Quantity Unit Price Ext. Price Exchange Server Standard ALng SA 312-02257 2 $125.22 $250.44 SQL CAL ALng SA Device CAL 359-00792 20 $36.92 $738.40
SQL Server Standard ALng SA 228-04433 1 $158.79 $158.79 Visio Professional ALng SA D87-01159 5 $108.13 $540.65
Win Server Standard Core ALng SA 2coreL (qty 72 = 144 cores as it's sold as a 2-core license; each physical server requires a minimum of 16 cores, or the actual # of cores it has (a 48 core server would require 48 cores, etc) 9EM-00270 72 $19.00 $1,368.00 Annual Payment Section 1: $3,056.28
Product Description Mfg# Quantity Months Unit Price Ext. Price M365 G3 Unified From SA GCC Sub Per User (you'll always get a better price on 125 M365's because you had traditional Office/Windows Enterprise/Core CAL on your expiring EA for 125 - Microsoft gives these customers "From SA" pricing because you had made the investment in those perpetual licenses with SA for years). AAD-34700 110 12 $26.78 $35,349.60
M365 G3 Unified FUSL GCC Sub Per User (M365-G3 SKU to use for any quantity needed above 125 of the "From SA" that you got for the 110 M365- G3's and 15 M365-G5's) AAD-34704 7 12 $31.50 $2,646.00
M365 G5 From SA GCC Sub Per User (any additional M365-G5 users would be the normal (not From SA) price of $49.88 per mo/user) AAL-48033 15 12 $45.60 $8,208.00 M365 F3 Unified GCC Sub Per User AAD-63092 75 12 $6.80 $6,120.00 Exchange Online P2 GCC Sub Per User 3NS-00003 63 12 $5.95 $4,498.20 O365 G1 GCC Sub Per User U4S-00002 96 12 $7.61 $8,766.72 Azure Active Directory Premium P1 GCC Sub Per User (only needed for Exch Online and O365-G1 users - the M365 SKUs already include this) MQM-00001 159 12 $4.47 $8,528.76 Project P3 GCC Sub Per User 7MS-00001 7 12 $22.34 $1,876.56 Teams AC with Dial Out US/CA GCC Sub Add-on NYH-00001 303 12 $0.00 $0.00 Teams Domestic Calling Plan GCC Sub Phone System Per User (this is the optional add-on license that uses Microsoft as your dial tone/Microsoft phone numbers = Microsoft becomes your telco provider for users that you have assigned this SKU to) LM9-00029 55 12 $7.01 $4,626.60
Teams Phone Standard GCC Sub Per User (this is the 'base' phone license that enables cloud PBX / using your computer to make/receive outside calls) LK9-00003 47 12 $5.95 $3,355.80 AzureprepaymentG ShrdSvr ALNG SubsVL MVL Commit Provision (activates Azure-Government for you; you will be billed monthly by Dell for what you consumed the prior month) J5U-00004 1 12 $0.00 $0.00
Annual Payment Section 2: $83,976.24
Notes: Total Annual Payment Yr 1 $87,032.52
Microsoft Enterprise Agreement (EA) Master#: 8084445 Total Annual Payment Yr 2 $87,032.52 Microsoft Enterprise Agreement (EA) Enrollment#: Future/TBD Total Annual Payment Yr 3 $87,032.52 Total of 3 years of Payments $261,097.56
Section 1- Licenses and Software Assurance
Section 2- Monthly Subscriptions
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Quote prepared by: Chris A Johnson
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CITY OF PACIFICA
COUNCIL AGENDA SUMMARY REPORT
8/14/2023
1 SUBJECT:
Fifth Amendment to Consultant Services Agreement for On-Call Planning Services Between the City of Pacifica and Consulting Firm Good City Company
RECOMMENDED ACTION:
Move to adopt the attached resolution to approve the Fifth Amendment to the Agreement for Consultant Services between the City of Pacifica and Good City Company, by increasing the contract amount by $150,000 with a total not to exceed amount of $610,000 and, to authorize the City Manager to execute the amendment.
STAFF CONTACT:
Christian Murdock, AICP, Planning Director
(650) 738-7341
[email protected]
BACKGROUND/DISCUSSION:
The Planning Department is processing a significant number of routine and complex development project applications submitted for City permits. The Planning Department is also the lead department for several City Council priority initiatives, including but not limited to ongoing efforts to implement the General Plan update and Sharp Park Specific Plan, and updating the Housing Element of the General Plan. The Planning Department also has a key supporting role in several other priority initiatives.
The Planning Department currently relies on three consulting firms to augment planning staff resources for routine project reviews and California Environmental Quality Act (CEQA) analyses1. The costs for these activities related to private development projects are reimbursed by project applicants. However, certain activities initiated by the City are funded from General Fund, grant, and/or other funding sources depending on the nature of the activities being undertaken.
Good City Company is supporting Planning Department staff with the 6th Cycle Housing Element update, as well as private development project reviews. Good City Company brings unique expertise to the Housing Element task as it has supported several other jurisdictions in San Mateo County with their Housing Element updates. Good City Company, in consultation with City staff, originally estimated the cost for it to prepare a draft Housing Element document at $90,000. The City Council authorized the Third Amendment to the Agreement for Consultant Services (“Agreement”) for this amount plus a $10,000 contingency on September 26, 2022.
Since the City Council authorized the Third Amendment to the Agreement with Good City Company, the level of effort associated with the Housing Element update became more clearly 1 These three consulting firms are Good City Company, Metropolitan Planning Group (M-Group), and Raney Planning & Management.
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understood based on what other cities were experiencing. Several San Mateo County jurisdictions have received their comment letters from the California Department of Housing and Community Development (HCD), the state agency responsible for reviewing Housing Element updates for substantial compliance with state law. The extent of analysis requested by HCD, and the number and detail of comments provided in those letters on other jurisdictions’ draft housing elements required a significant upward recalibration of the amount of work that will ultimately be required for Pacifica’s Housing Element update. Therefore, the City Manager recommended a Fourth Amendment to the Agreement with Good City Company for work on the Housing Element update to continue uninterrupted, which Council approved in January 2023, reallocating $50,000 from Planning Department’s FY 2022-23 budget for actions that would not be undertaken in that fiscal year, and providing $90,000 from the General Fund.
The Planning Department’s FY2023-24 adopted budget included an allocation of $150,000 for continued preparation of a draft Housing Element that complies with the requirements of state law and support for responses to HCD comments that were anticipated at the time the FY 2023- 24 budget was being prepared2. Staff now requests a Fifth Amendment to the Agreement to account for this additional work on the Housing Element update so that staff and consultant activities may continue uninterrupted.
ALTERNATIVE ACTION:
Deny, or authorize a different amount for the proposed amendment to the Agreement.
Authorization of a reduced amount will require Planning Department staff to shift direct staff resources to the Housing Element update and away from other City Council priority initiatives.
Doing so would also delay adoption of the Housing Element update while Planning Department staff take over responsibilities from Good City Company while continuing to perform other general staff responsibilities, including obligations to process building permit applications and other private development project applications.
RELATION TO CITY COUNCIL GOALS AND WORK PLAN:
Good City Company’s support of the Housing Element Update is consistent with the following item (s) in the Council-adopted Strategic Plan and Priority Work Plan for FY 2023-24:
● Goal 3, Strategy A: Complete the Housing Element Update.
FISCAL IMPACT:
The FY 2023-24 approved budget for the Planning Department included the $150,000 associated with this Fifth Amendment to the Agreement.
ORIGINATED BY:
Planning Department
ATTACHMENT LIST:
Resolution - Good City Company Fifth Amendment (PDF)
Original Agreement - Good City Company (PDF)
2 The City received HCD’s comment letter on its draft Housing Element on August 8, 2023. Planning Department staff was still evaluating the content of HCD’s comment letter at the time of this staff report’s publication.
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First Amendment - Good City Company (PDF)
Second Amendment - Good City Company (PDF)
Third Amendment - Good City Company (PDF)
Fourth Amendment - Good City Company (PDF)
Fifth Amendment - Good City Company (PDF)
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RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PACIFICA AUTHORIZING THE
CITY MANAGER TO EXECUTE A FIFTH AMENDMENT TO THE CONSULTANT SERVICES
AGREEMENT WITH GOOD CITY COMPANY FOR PROFESSIONAL PLANNING AND
RELATED SERVICES
______________________________________________________________________ WHEREAS, consistent with the City of Pacifica’s Purchasing Policy (Administrative Policy No. 76), the City of Pacifica entered into an agreement with Good City Company for consulting services under the City Manager’s purchasing authority in October 2020; and WHEREAS the City Council authorized amendments to the City’s agreement with Good City Company for consulting services in November 2021, June 2022, September 2022, and January 2023; and
WHEREAS on August 14, 2023, the City Council of the City of Pacifica considered the City Manager’s recommendation to approve a fifth amendment to the City’s agreement with Good City Company for consultant services.
NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Pacifica to authorize the City Manager to amend the agreement with Good City Company for the purpose of increasing the cost ceiling by $150,000 to an amount not to exceed $610,000. • • • • •
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Pacifica, California, held on the 14th day of August 2023, by the following vote:
AYES, Councilmembers:
NOES, Councilmembers:
ABSENT, Councilmembers:
ABSTAIN, Councilmembers:
CITY OF PACIFICA
_________________________________
Tygarjas Twyrls Bigstyck, Mayor
ATTEST: APPROVED AS TO FORM:
______________________________ _________________________________ Sarah Coffey, City Clerk Michelle Kenyon, City Attorney
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FIRST AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES
This First Amendment to Agreement for Consultant Services (the "First Amendment") is made and entered into this ______ day of November 2021, by and between THE CITY OF PACIFICA, a municipal corporation (hereinafter referred to as "CITY") and Good City Company, a California Corporation (hereinafter referred to as "CONSULTANT").
RECITALS
WHEREAS, on October 16, 2020, CITY and Consultant entered into that certain agreement entitled “Agreement for Consultant Services” (“Agreement”) to provide on-call planning services and related services; and
WHEREAS, CITY and CONSULTANT now desire to enter into this First Amendment to increase the Cost Ceiling in section 2.1 (“Compensation”) and extend the completion date identified in section 3.1 (“Effective Date”) of the Agreement.
AGREEMENT
NOW, THEREFORE, for the considerations hereinafter set forth, the parties hereby amend the Agreement as follows:
1. Section 2.1 of the Agreement, “Compensation” is hereby amended to read as follows:
Compensation. Compensation for the Services shall be in accordance with Exhibit A, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $ 120,000 (“Cost Ceiling”).
2. Section 3.1 of the Agreement, “Effective Date” is hereby amended to read as follows:
Effective Date. This Agreement shall become effective upon execution of the first signature and shall remain in full force and effect until the Services are completed (the “Term”). CONSULTANT agrees to complete all services by June 30, 2022.
3. Agreement in Effect. Except as amended by this First Amendment, the Agreement shall remain in full force and effect.
4. Counterpart Signatures. This First Amendment may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
CITY OF PACIFICA
By: Date
Kevin Woodhouse, City Manager
Approved As To Form
By:
Michelle Marchetta Kenyon, City Attorney
CONSULTANT
_GOOD CITY COMPANY____________________
By: Date
By: Date
Aaron Aknin, Principal, Good City Comany
11/15/21
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EXHIBIT A
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THIRD AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES
This Third Amendment to Agreement for Consultant Services (the "Third Amendment") is made and entered into this ______ day of October 2022, by and between THE CITY OF PACIFICA, a municipal corporation (hereinafter referred to as "CITY") and Good City Company, a California Corporation (hereinafter referred to as "CONSULTANT").
RECITALS
WHEREAS, on October 16, 2020, CITY and CONSULTANT entered into that certain agreement entitled “Agreement for Consultant Services” (“Agreement”) to provide on-call planning services and related services; and
WHEREAS, on February 1, 2022, CITY and CONSULTANT entered into a First Amendment to that Agreement to increase the Cost Ceiling and extend the Term under the Agreement; and
WHEREAS, on June 27, 2022, the City Council authorized CITY and CONSULTANT to enter into a Second Amendment to that Agreement to increase the Cost Ceiling and extend the Term under the Agreement; and
WHEREAS, CITY and CONSULTANT now desire to enter into this Third Amendment to increase the Cost Ceiling in section 2.1 (“Compensation”) and extend the Term in section 3.1 (“Effective Date”) of the Agreement.
AGREEMENT
NOW, THEREFORE, for the considerations hereinafter set forth, the parties hereby amend the Agreement as follows:
1. Section 2.1 of the Agreement, “Compensation” is hereby amended to read as follows:
Compensation. Compensation for the Services shall be in accordance with Exhibit A, Compensation, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $320,000 (“Cost Ceiling”).
2. Section 3.1 of the Agreement, “Effective Date” is hereby amended to read as follows:
Effective Date. This Agreement shall become effective upon execution of the first signature and shall remain in full force and effect until the Services are completed (the “Term”). CONSULTANT agrees to complete all services by June 30, 2024.
3. Agreement in Effect. Except as amended by this Third Amendment, the Agreement shall remain in full force and effect.
4. Counterpart Signatures. This Third Amendment may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. 5th
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
CITY OF PACIFICA
By: Date
Kevin Woodhouse, City Manager
Approved As To Form
By:
Michelle Marchetta Kenyon, City Attorney
CONSULTANT
_GOOD CITY COMPANY____________________
By: Date
By: Date
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EXHIBIT A
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Attachment: Fourth Amendment - Good City Company (5433 : Good City Company Fifth Amendment to Agreement) 4891-5659-1477 v1 1
FIFTH AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES
This Fifth Amendment to Agreement for Consultant Services (the "Fifth Amendment") is made and entered into this 14th day of August 2023, by and between THE CITY OF PACIFICA, a municipal corporation (hereinafter referred to as "CITY") and Good City Company, a California Corporation (hereinafter referred to as "CONSULTANT").
RECITALS
WHEREAS, on October 16, 2020, CITY and CONSULTANT entered into that certain agreement entitled “Agreement for Consultant Services” (“Agreement”) to provide on-call planning services and related services; and
WHEREAS, on February 1, 2022, the City Council authorized CITY and CONSULTANT to enter into a First Amendment to that Agreement to increase the Cost Ceiling and extend the Term under the Agreement; and
WHEREAS, on June 27, 2022, the City Council authorized CITY and CONSULTANT to enter into a Second Amendment to that Agreement to increase the Cost Ceiling and extend the Term under the Agreement; and
WHEREAS, on October 5, 2022, the City Council authorized CITY and CONSULTANT to enter into a Third Amendment to that Agreement to increase the Cost Ceiling and extend the Term under the Agreement; and
WHEREAS, on January 9, 2023, the City Council authorized CITY and CONSULTANT to enter into a Fourth Amendment to that Agreement to increase the Cost Ceiling of the Agreement; and
WHEREAS CITY and CONSULTANT now desire to enter into this Fifth Amendment to restate the Scope of Work in Section 1.1 (“Scope of Work”) and increase the Cost Ceiling in section 2.1 (“Compensation”) of the Agreement.
AGREEMENT
NOW, THEREFORE, for the considerations hereinafter set forth, the parties hereby amend the Agreement as follows:
1. Section 1.1 Scope of Work. CONSULTANT agrees to furnish the services set forth in Exhibit A, Scope of Work, which is attached hereto and incorporated herein (the “Services”).
2. Section 2.1 of the Agreement, “Compensation” is hereby amended to read as follows:
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Compensation. Rates charged for Services shall be in accordance with Exhibit B, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $610,000 (“Cost Ceiling”).
3. Agreement in Effect. Except as amended by this Fifth Amendment, the Agreement shall remain in full force and effect.
4. Counterpart Signatures. This Fifth Amendment may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement.
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of the date set forth above.
CITY OF PACIFICA
By: Date:
Kevin Woodhouse, City Manager
Approved As To Form
By:
Michelle Marchetta Kenyon, City Attorney
CONSULTANT
GOOD CITY COMPANY
By: Date
By: Date
August 9, 2023
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EXHIBIT A
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Packet Pg. 369 Attachment: Fifth Amendment - Good City Company (5433 : Good City Company Fifth Amendment to Agreement) Good City Company can provide the City of Pacifica with the following on-call planning services:
Prepare initial project summaries and route to City departments for comment.
Analyze projects for compliance with the City's General Plan, zoning ordinance, Local Coastal Plan, Subdivision Map Act, Design Guidelines, specific plans, Municipal Regional Stormwater Permit (i.e.
C.3 requirements), and other policies.
Review projects and provide comments within timelines specified by the Permit Streamlining Act and the City (shorter timelines may be required for certain projects).
Prepare Initial Studies and CEQA documents or ability and expertise to work with a CEQA consultant.
Write staff reports, resolutions, conditions of approval, ordinances, and deliver oral presentations.
Draft detailed findings that withstand project appeals.
Attend Planning Commission and/or City Council meetings.
Conduct site visits.
Be available during regular business hours to answer questions by phone or email.
Meet at the Planning Department as needed to meet with staff and applicants (all meetings are conducted virtually during COVID-19 health protocols).
Interact with Coastal Commission North Central Coast District staff to coordinate project review.
Process development and redevelopment of environmentally sensitive sites, former industrial sites, and hotel projects.
Process annexation requests.
Review building permit applications for entitlement projects processed by consultant.
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EXHIBIT B
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Packet Pg. 371 Attachment: Fifth Amendment - Good City Company (5433 : Good City Company Fifth Amendment to Agreement) Good City prides itself on being a cost-effective solution for public sector agencies. Staff retains detailed timesheets and works efficiently to ensure the client is getting the best value for the services.
$250/hour
$225/hour
$195/hour
$225/hour
$165/hour
$170/hour
$135/hour
$120/hour
$95/hour
$95/hour
» Principal
» Planning Director/Strategic Advisor
» Principal Planner/Planning Manager
» Economic Development Director
» Public Policy Manager
» Chief Building Official
» Housing Specialist
» Senior Planner
» Associate Planner
» Assistant Planner
» Planning Technician
» Marketing Specialist/Graphic
Designer
» Administrative Assistant $80/hour
Subconsultant Contracts Direct Billing + 10% oversight fee Rates subject to adjustment January 1st of each year (typically 3-5% increase)
BILLING
RATES
BILLING RATES
18 $225/hour
$170/hour
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CITY OF PACIFICA
COUNCIL AGENDA SUMMARY REPORT
8/14/2023
1 SUBJECT:
Second Amendment to the Consultant Services Agreement between the City of Pacifica and Eisenberg, Olivieri & Associates Inc. for Commercial and Industrial Stormwater Inspections and Related Services
RECOMMENDED ACTION:
Adopt the Resolution entitled “A Resolution of the City Council of the City of Pacifica Approving the Second Amendment to the Consultant Services Agreement between the City of Pacifica and Eisenberg, Olivieri & Associates Inc. and authorize the City Manager to execute all documents.” STAFF CONTACT:
Raymund Donguines, P.E. Senior Civil Engineer
(650) 738-3768
[email protected]
Roland Yip, P.E., DPW Deputy Director
(650) 738-3771
[email protected]
Lisa Petersen, P.E., DPW Director
(650) 738-3770
[email protected]
BACKGROUND/DISCUSSION:
Commercial and Industrial Stormwater Inspections is a requirement of the San Francisco Bay Municipal Regional Stormwater NPDES Permit Order No. R2-2022-0018 (MRP). Each permittee is required to conduct inspections, effective follow-up, and enforcement to abate potential and actual non-stormwater discharges. These efforts prevent the discharge of pollutants and impacts to beneficial uses of receiving waters.
On December 11, 2017, City Council approved the agreement with Eisenberg, Olivieri & Associates, Inc. (EOA) to conduct Commercial and Industrial Stormwater Inspections and Related Services. On April 5, 2022, the City approved Amendment No. 1 for the agreement to remain in full force and effect through July 2023. The Amendment allows for the Agreement to be renewed annually through July of 2025.
EOA has a unique understanding of the City of Pacifica’s Commercial and Industrial Stormwater Control Program. EOA has been assisting the San Mateo Countywide Water Pollution Prevention Program (SMCWPPP) and its member agencies with implementation of the MRP Provision C.4 Industrial and Commercial Site Control for over 20 years. EOA developed many of the tools and guidance provided to the SMCWPPP members.
The City Manager recommends adopting the resolution and approving the Second Amendment 16 Packet Pg. 373
Pacifica City Council 2
August 14, 2023
(Attachment 1) to the Consultant Services Agreement between the City of Pacifica and EOA.
ALTERNATIVE ACTION:
The Council may choose not to approve the amendment. This could result in the City not meeting Municipal Regional Stormwater Permit requirements. Staff does not recommend this alternative action.
RELATION TO CITY COUNCIL GOALS AND WORK PLAN:
• Preserve and Enhance Natural Resources includes mapping out parks and open space, preserving hillsides and beaches, paying attention to flora and fauna needs, and environmental health.
Approving the Consultant Services Amendment will provide needed inspections services that will continue to protect the environment and assist the City with MRP compliance.
FISCAL IMPACT:
Use of Funds
Inspection services $50,000.00
Total Use of Funds $50,000.00
Source of Funds
NPDES Fund 16 $50,000.00
Total Source of Funds $50,000.00
Fiscal Impact will be in the amount of $50,000 in contractual services and is partly offset by Stormwater Inspection fees. No additional budget authority is required as enough funds was budgeted in the NPDES Stormwater fund during the adoption of the City’s annual fiscal budget.
ORIGINATED BY:
Public Works
ATTACHMENT LIST:
Attachment 1: Second Amendment to the Consultant Services Agreement between the City of Pacifica and EOA (PDF)
Attachment 2: First Amendment and Consultant Services Agreement between the City of Pacifica and EOA (PDF)
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Pacifica City Council 3
August 14, 2023
RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PACIFICA APPROVING THE
SECOND AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF PACIFICA AND EISENBERG, OLIVIERI & ASSOCIATES INC.; AND
AUTHORIZE THE CITY MANAGER TO EXECUTE ALL DOCUMENTS
WHEREAS, Commercial and Industrial Stormwater Inspections is a requirement of the San Francisco Bay Municipal Regional Stormwater NPDES Permit Order No. R2-2022-0018 (MRP); and
WHEREAS, on December 11, 2017, City Council approved the agreement with Eisenberg, Olivieri & Associates, Inc. (EOA) to conduct Commercial and Industrial Stormwater Inspections and Related Services and on April 5, 2022, City approved Amendment No. 1 for the agreement to remain in full force and effect through July 2023; and WHEREAS, EOA has a unique understanding of the City of Pacifica’s Commercial and Industrial Stormwater Control Program. EOA has been assisting the San Mateo Countywide Water Pollution Prevention Program (SMCWPPP) and its member agencies with implementation of the MRP Provision C.4 Industrial and Commercial Site Control for over 20 years.
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Pacifica authorizes the City Manager to execute Amendment No. 2 to the Consultant Services Agreement between the City of Pacifica and Eisenberg, Olivieri & Associates Inc. and authorizes the City Manager to execute all related documents for the Governing Board. • • • • •
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Pacifica, California, held on August 14, 2023, by the following vote:
AYES, Councilmembers:
NOES, Councilmembers:
ABSENT, Councilmembers:
ABSTAIN, Councilmembers:
_________________________________
Tygarjas Twyrls Bigstyck, Mayor
ATTEST: APPROVED AS TO FORM:
______________________________ _________________________________ Sarah Coffey, City Clerk Michelle Kenyon, City Attorney 16 Packet Pg. 375