EnerGov Enterprise Server Cost Proposal

CITY OF COLUMBIA

AGENDA MEMORANDUM

Updated: 8/15/2014 3:30 PM

MEETING DATE: August 19, 2014

DEPARTMENT: Purchasing

FROM: Sandra Wright, Purchasing Agent

SUBJECT: Energov® Enterprise Server licenses for Permitting & Land

Management (PLM)

ORIGINAL BUDGET: $555,000

Please see attached documents.

ATTACHMENTS:

EnerGov City Council Memo Final (DOC)

EnerGov-Tyler Tech Sole Source (PDF)

Energov, Memo from Krista Hampton (PDF)

EnerGov-Tyler Amendment to Master Customer Agreement (PDF)

EnerGov Enterprise Server Cost Proposal (PDF)

FINANCIAL IMPACT: 6218954/658600 Technology Replacement in the amount of

$472,620 for licensing and implementation services; and

1014101/658660 Development Services in the amount of

$334,025 for annual support and maintenance (Years 1-5)

for EnerGov® Support/Maintenance and IG Workforce

Subscription.

MEMORANDUM

To: Ms. Teresa Wilson, City Manager

Cc: Melissa Caughman, Budget Director Alvan Turner, IT Project Manager

From: Kathy Santandreu, Buyer

Date: August 15, 2014

Re: Request for Council Approval of Contract with Tyler Technologies, Inc. R153274 The Purchasing Division respectfully request approval of a contract for the acquisition, implementation and annual maintenance of Energov® Enterprise Server licenses for Permitting & Land Management (PLM) to also include EnerGov® Enterprise Software License Extensions, as requested by Planning and Development Services. The term of this proposed agreement is for the period August 20, 2014 through August 19, 2015 with up to four (4) annual options to extend for ongoing software support and maintenance. A detailed justification memorandum is attached outlining how this software will be used to assist Planning and Development Services in meeting various citywide objectives. This request is to award a contract to Tyler Technologies, Inc. (formerly EnerGov®) in the amount of $472,620 for the licensing and implementation services and $66,805.00 per year or a total five (5) year cost of $334,025 for annual support and maintenance and IG Workforce for the optional terms not to exceed August 19, 2019. The total approval amount requested is $806,645.00 (excluding a 3.5% annual cap for CPI). Tyler Technologies is located at: 5519 53rd Street, Lubbock, Texas 79414 The following supporting documents are attached for your review:

Justification memo - Krista Hampton, Director of Planning and Development Services, City of Columbia

Signed Sole Source approval request EnerGov® Enterprise Server Cost Proposal Tyler Technologies Master Customer Agreement

Ms. Teresa Wilson, City Manager Memorandum – Tyler Technologies, Inc. Page Two August 15, 2014 The funding for this project is comprised of multiple funding sources to include: 6218954/658600 Technology Replacement in the amount of $472,620 for licensing and implementation services; and 1014101/658660 Development Services in the amount of $334,025 for annual support and maintenance (Years 1-5) for EnerGov® Support/Maintenance and IG Workforce Subscription. If you have any questions regarding the proposed products or services, please let us know. Thank you. IT Project Manager, Mr. Alvan Turner City Staff Members: Ms. Krista Hampton Ms. Missy Caughman Ms. Sylvia White Ms. Jan Alonso Legal Review Team

AMENDMENT

This amendment ("Amendment") is made this day of , 2014 ("Effective Date") by and between Tyler Technologies, Inc., a Delaware corporation with offices at 5519 53rd Street, Lubbock, Texas 79414 ("Tyler") and the City of Columbia, South Carolina with offices at 1401 Main Street, Columbia, SC 29201 ("Client").

WHEREAS, Tyler and Client are parties to Master Customer Agreement, Contract Number COLSC110410, dated May 20, 2011 (the "Master Agreement");

WHEREAS, Tyler and Client are also parties to a Software Support Agreement, Contract Number COLSC110410-SSA (the "Support Agreement"); and

WHEREAS, Client desires to replace its current BluePrince software to facilitate a more efficient administration of planning and development activities;

NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and Client agree to amend portions of the Master Agreement and Support Agreement as follows:

1. Tyler is the successor-in-interest to EnerGov Solutions LLC ("EnerGov"), and continues to sell products from the EnerGov suite of permitting modules, and to provide related services. Certificates of Merger are attached hereto as Exhibit 1.

2. Exhibit 2 of the Amendments identifies (a) the EnerGov software (hereinafter referred to as the "Land Development Software") and professional services that are hereby added to the Master Agreement, and (b) the maintenance services that are hereby added to the Support Agreement, as well as the fees associated with that software and services. Tyler shall not commence any activities contemplated under this Amendment until this Amendment has been executed by Tyler and Client, and Tyler has received a purchase order from Client.

3. The following payment terms shall apply:

a. Land Development Software fees: i. Tyler shall invoice Client $72,767 upon the Effective Date. Such amount equals

25% of the license fees for the Land Development Software and 100% of the iG Workforce subscription fees. Subsequent annual subscription fees ($19,116) will be invoiced on the anniversary of the Effective Date.

11. Tyler shall invoice Client $128,762 when Tyler has made the Land Development Software available to Client for downloading. Such amount equals 60% of the license fees for the Land Development Software.

iii. Tyler shall invoice Client $32,190 upon the earlier of (i) the first use of the Land Development Software in live production, or (ii) one hundred eighty (180) days from the date Tyler made the Land Development Software available to Client for downloading. Such amount equals 15% of the license fees for the Land Development Software.

b. Professional services fees: i. Tyler shall invoice Client fees for services, plus travel expenses, if and as

provided/incurred. Travel expenses shall not exceed $19,500, except as mutually agreed to by the parties.

11. Fees for professional services and travel expenses shall be invoiced no more frequently than monthly.

111. Travel expenses shall be incurred consistent with Tyler's Business Travel Policy, attached hereto at Exhibit 3.

IV. Invoices shall be provided in a format similar to the sample invoice provided at Exhibit 4.

c. Maintenance ("ASM") fees: i. Year One (1) ASM fees ($47,689) are waived through the earlier of(i) ninety

(90) days after use of the Land Development Software in live production, or (ii) one hundred eighty (180) days from the date Tyler made the Land Development Software available to Client for downloading. Subsequent ASM fees will be due on the anniversary of such date.

d. Payment is due within thirty (30) days of the invoice date. e. Client will not be charged interest or penalties on past due amounts. f. All invoices shall include a valid purchase order number.

4. The maximum fees for software and services during the initial one (1) year term of the Amendment shall not exceed $539,423, except as mutually agreed to by the parties. In the event Client exercises its right to renew the contract for any additional one ( 1) year term through Year Five (5), the ASM fees for Years Two (2) through Five (5) shall not increase by more than 3.5% per year in Years 2 (2) through Five (5).

5. In the event Client disputes any invoice, Client will provide written notice to Tyler within fifteen (15) calendar days of receipt of the applicable invoice. Client is allowed an additional fifteen (15) calendar days to provide written clarification and details. Tyler will provide a written response to Client that will include either a justification of the invoice or an adjustment to the invoice. Tyler and Client will develop a plan to outline the reasonable steps to be taken by Tyler and Client to resolve any issues presented in Client's notice to Tyler. Client may only withhold payment of the amount actually in dispute until Tyler completes its action items outlined in the plan. Notwithstanding the foregoing, if Tyler is unable to complete its action items outlined in the plan because Client has not completed its action items outlined in the plan, Client will remit full payment of the invoice. Any invoice not disputed as described above will be deemed accepted by Client. Tyler reserves the right to suspend delivery of all services in the event Client fails to pay an invoice not disputed as described above within sixty ( 60) calendar days of receipt of invoice.

6. In the event Client identifies additional consulting services it deems necessary or otherwise advantageous, it may purchase those services through an additional amendment to the Master Agreement or a written Change Order to the Statement of Work ("SOW"), provided at Exhibit 5. If any such additional services are purchased within three (3) years of the Effective Date, Tyler shall provide them at the rates set forth in Exhibit 6. If they are purchased after three (3) years of the Effective date, Tyler shall provide the requested services at a mutually agreeable rate. For any additional services, Tyler and Client shall jointly develop, to the extent necessary, a scope of work and tailored payment schedule.

7. The term of this Amendment shall begin on the Effective Date, and continue for a period of one (1) year. The Amendment shall automatically renew for four (4) additional one (1)-year terms, unless Tyler receives written notice of non-renewal from Client at least ninety (90) days before the expiration of the then-current term.

8. Professional services relating to the Land Development Software shall be provided according to the SOW at Exhibit 5. Client shall provide an environment for software installation and implementation consistent with Tyler's hardware and software requirements, set forth in

Attachment C to the SOW.

9. For the purposes of the Master Agreement, the Support Agreement, and this Amendment, a "Defect" is defined as a failure of EnerGov software to substantially conform to the then-current specifications and the functional descriptions of the EnerGov software in Tyler's written proposal to Client. Tyler's response to the functional descriptions for the Land Development Software is attached hereto at Exhibit 7. In the event of conflict between the afore-mentioned documents, the then-current specifications will control. EnerGov is "Defective" if it contains a Defect. For as long as a current Support Agreement is in place, Tyler warrants that the EnerGov will not contain Defects. If the EnerGov software does not perform as warranted, Tyler will use reasonable efforts, consistent with industry standards, to cure the Defect in accordance with Tyler's then-current support call process.

10. The current support call process for EnerGov software is attached hereto at Exhibit 8. Support on the Land Development Software will be provided for at least five (5) years from the Effective Date of the Amendment, provided Client pays ASM fees.

11. Support on the EnerGov software is intended to be provided remotely. Tyler currently utilizes "Go To Assist" as a secure commercial PC to PC remote connectivity tool to provide remote maintenance services. Client shall maintain for the duration of the Amendment a high-speed Internet connection capable of connecting to Client's PC's and server. As a secondary connectivity tool to the Tyler servers, Tyler will install a third party secure unattended remote connectivity program which is currently Bomgar. Tyler requires that Client also maintain an alternate remote connectivity method (including VPN, if necessary) for backup connectivity purposes. Tyler, at its option, will use the connections to assist with problem diagnosis and resolution. In the event a support incident cannot be resolved remotely, Client shall provide, at no charge to Tyler, full and free access to EnerGov software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment necessary to provide maintenance services. All access, whether remote or onsite, is subject to Client's approval, not to be unreasonably withheld.

12. The parties have executed a purchase order under which Tyler shall provide professional services relating to the Business License software Client purchased under the Master Agreement. That purchase order is set forth at Exhibit 9.

13. This Amendment may be terminated prior to expiration under the following conditions:

a. Client may terminate this Agreement for cause in the event Tyler does not cure a material breach of this Amendment within thirty (30) days of receiving notice of such breach from Client. Upon such termination, Client shall pay Tyler for all services and expenses not in dispute and non-Defective Land Development Software which were/was delivered or incurred prior to the date Tyler received Client's notice of termination. Payment for services and expenses in dispute will be determined in accordance with the dispute resolution process.

b. In its discretion, and/or if Client should not appropriate or otherwise make available funds sufficient to purchase, lease, operate or maintain the software set forth in this Amendment, or other means of performing the same functions of such products, Client may unilaterally terminate this Amendment only upon thirty (30) days written notice to Tyler. Upon termination, Client shall remit payment for all products and services delivered to Client and all expenses incurred by Tyler prior to Tyler's receipt of the termination notice. Client will not be entitled to a refund or offset of previously paid

license and other fees. c. Either party may terminate this Amendment if Force Majeure suspends performance of

scheduled tasks by one or more parties for a period of one hundred-twenty (120) or more days from the scheduled date of the task. "Force Majeure" is defined as an event beyond the reasonable control of a party, including governmental action, war, riot or civil commotion, fire, natural disaster, labor disputes, restraints affecting shipping or credit, delay of carriers, inadequate supply of suitable materials or any other cause which could not with reasonable diligence be foreseen, controlled or prevented by the party. Force Majeure will not be allowed unless:

1. Within ten (10) business days of the occurrence of Force Majeure, the party whose performance is delayed thereby provides the other party or parties with written notice explaining the cause and extent thereof, as well as a request for a time extension equal to the estimated duration of the Force Majeure events.

11. Within ten (10) business days after the cessation of the Force Majeure event, the party whose performance was delayed provides the other party written notice of the time at which Force Majeure ceased and a complete explanation of all pertinent events pertaining to the entire Force Majeure situation.

iii. Neither party shall be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure.

This paragraph will not relieve Client of its responsibility to pay for services and goods provided to Client and expenses incurred on behalf of Client prior to the effective date of termination.

d. Notice of termination shall be provided by certified mail, return receipt requested, to the addresses set forth below.

14. Within thirty (30) days of the effective date of termination, Tyler shall deliver to Client all work in process, completed work, including Deliverables and Documentation, and other materials related to the terminated work to the Client. Tyler shall cooperate with Client to provide reasonable assistance to transition the required services to Client or a successor vendor, which assistance shall be provided at rates to be mutually agreed to by Tyler and Client. If the transition includes data contained in a database, Tyler and Client shall mutually agree to a preferred format for delivery. Nothing herein requires Tyler to waive or surrender any proprietary or confidentiality claims or interests, and Tyler reserves the right to negotiate a non-disclosure agreement with any successor vendor, as necessary. Tyler retains all right, title and interest in and to the Deliverables and Documentation, and all proprietary information contained therein, except to the extent licensed under the Master Agreement.

15. Notice shall be provided to:

Tyler Technologies, Inc. 5519 53rd Street Lubbock, Texas79414 ATTN: Contracts

City of Columbia Purchasing Division 1136 Washington Street, 4111 Floor Columbia, SC 29201

16. Tyler has procured, and shall maintain during the life of this Amendment, insurance in the amounts set forth at Exhibit 10.

17. In the event a local business license is required for Tyler to perform services hereunder, Client will notify Tyler prior to the Effective Date and will provide Tyler with the necessary paperwork and/or contact information. Tyler will be responsible for any costs associated with such licenses.

18. Tyler shall not assign this Amendment without prior written permission of Client, except that Tyler may, without the prior written consent of Client, assign the Amendment in its entirety to the surviving entity of any merger or consolidation or to any purchaser of substantially all of Tyler's assets. In the event of such an assignment, Tyler shall have the right to immediately terminate the Amendment.

19. Tyler is subject to the provisions of the 1991 Ethics Reform Act(§ 8-13-100 et seq., South Carolina Code of Laws, 1976, as amended). Under that Act, Tyler may not give anything of value to a public employee in his or her public duties. City employees are prohibited from accepting anything of value from any person. "Anything of value" includes, but is not limited to, lodging, transportation, entertainment, food, meals, beverages, money, gifts, honoraria, discounts and interest-free loans.

20. This Amendment is entered into solely for the benefit of Tyler and Client. No third party will be deemed a beneficiary of this Amendment, and no third party will have the right to make any claim or assert any right under this Amendment.

21. This Amendment includes the fo11 owing exhibits:

Exhibit 1: Certificates of Merger Exhibit 2: Investment Summary Exhibit 3: Business Travel Policy Exhibit 4: Sample Invoice Exhibit 5: Statement of Work Exhibit 6: Service Rates Exhibit 7: Functional Descriptions- Land Development Software Exhibit 8: Current Support Call Process Exhibit 9: Services Request Form Exhibit 10: Certificate of Insurance

22. All other terms and conditions of the Master Agreement and Support Agreement shall remain in full force and effect, and this Amendment shall be governed by and construed in accordance with those terms and conditions.

SIGNATURE BLOCK FOLLOWS

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below.

Tyler Technologies, Inc. City of Columbia

By: _____________ _ By: ______________ _

EXHIBIT 1

Contro1No.0514055

T T Secretary of State

Corporations Division 313 West Tower

2 Martin Luther King, Jr. Drive Atlanta, Georgia 30334-1530

CERTIFI TE OF

MER ER

I, Brian P. Kemp, the Secretary of State and the Corporations Commissioner of the State of Georgia, do hereby issue this certificate pursuant to Title 14 of the Official Code of Georgia annotated certifying that articles or a certificate of merger and fees have been filed regarding the merger of the below entities, effective as of 11/30/2012. Attached is a true and correct copy of the said filing.

Surviving Entity: TYLER TECHNOLOGJES, INC., a Delaware Profit Corporation

Nonsurviving Entity/Entities: ENERGOV SOLUTIONS, LLC, a Georgia Limited Liability Company

WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on November 30,2012

Brian P. Kemp Secretary of State

' ' . I Control No: 0514055

Data Flied: 11/3012012 08:00AM Brian P. Kemp

ARTICIJllS 011' MERGER

OF

ltN.ERGOV SOLUTIO~S, U.C

wrm ~·'mCB.N~LOGms, INC.

. . PUMU~nt to the provisions of SBCI:ion 14-11·904 of tlie Oeorg!a Lbn1ted Liabillty

Colll,PilnY Aot, Tyler Teehnologioo, Jno., a oarpore.tion o~~ and ·e-xtstlflg 1J11!1er the la.w11 of the St~te ofDcil(lWlll'e ('~?. hereby eiteautes the :fbllowlng Articles of ¥erser:

1; P.urauam to an Agtetment and Plan of Merger, dated ai of ·November 30, ·2012 (the "'fllm•'), by and between BnetGov Solutions, Ltc; a limited )iabUit,y OOIItflllllY ot~ed and ·exiut!ng under, the lam of the State of Georgia (''~?1 and Tyler, ef&otl.ve upou the illing of1hese Articles ofMergt~r, Bttm:Oov wU1 merge with tllld iilto Tyler (tbo"Merger'?. Tyler will be the tflU11iv:i.ng 'Cll.tity ~ the Merger (the •cs1.11'V:i$g Enlif1'). . · ·

2. The Corti:ftoa.tc of Jnoospomtion of Ty!~ in effeCt at the · effclotive time of the Merge!' wU1 be the Cerlifios.te. oflnoQlPoratio~ of the Surviving Entity. '

3. Tht~ ex:eoutoo Pllill is on file at the prl:nc!ple place of bullinoss of tho S1.11'V:iving Entity at 5949 ~heny tan~ Suite 1400, Dallas, TX 75225.

4. · A copy of fu.6 Plan wnt ·be :furnished by 1® SuMvl:tig Entity on requ.est, and without col!t, to a.ny stockholder of amy constituent corporation. ot member of any constituent 'limited liahlllty company.

5. The Plan was duly approved and executed by !lacih of tho OOlllJfituent business entities in aocordanoe wltlt Section 14-11 "903 of the Georgia Lin;lited Liabitity Company :Aot and flie Genel.'ttl Corporation Laws of the State ofD&laware.

ti, , The SurViving Entity: (a) agrees that it may be served with ptOC<ISII hi th~ State' of Georgia in any acti<»lt suit, or proceeding for .entbroament of an:Y obligatron of IJ:Ily business ontlty party to the Merger that was ot-ganlzed Ullder tho laws of tho State of Georgla, as wetl as for enforcoment of any obligation of the Surviving Entl.ty !lrlalng from the'Merger; and (b) appoints the Secretucy of·State o~ the State of Georgia as Its aiont for service of process in any web .action, suit. or proceeding, 1111d a copy of the process shall be :mailed. to 1t by the Seorettley of State to its registered office in the State of Georgia in care of its :re~stered agent

, IN ·WITNEss WHEREOF, tho Surviving Entity has Caused those Articles of Merger to be exeouted Ill! of the 30th day ofNovetnbar, 2012.

[Stpai:m'G l'IRgll follows.]

1 572'14lv2 State of Georgia

Expedite Merger 2 Page(s}

secretary of State

• .........

111111111111111111111111111111111111111111111 ~111111 L---------~---T_i~ __ ,_xoo_.. ~

TYLJllR TJllCJINOLOOJES, INC.

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(""') ~ 0' ...... ~\

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%e !first State

I, J.EFT!'.REY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO BEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF MERGER, WHICH. MERGES:

"ENERGOV SOLUTIONS, LLC", A GEORGIA LIMITED LIABILITY

COMPANY,

WITH AND INTO "TYLER TECHNOLOGIES, INC. " UNDER THE NAME OF

"TYLER TECHNOLOGIES, INC. " 1 A CORPORATION ORGANIZED AND EXISTING

UNDKR THE LAWS OF THE STATE OF DELAWARE 1 AS RECEIVED AND FILED

IN THIS OFFICE THE THIRTIETH DAY OF NOVEMBER, A.D. 2012, AT

11:56 0 'CLOCK A.M.

A FILED COPY OF TBIS CERTIFICATE HAS BEEN FORWARDED TO THE

KENT COUNTY RECORDER OF DEEDS.

2213292 BlOOM

121279172 You JIII:IY nrt£y t:b!s certi.t!:i.catl!f onl.ine at cozp.delaware.gov/authnr.shtml

''""' w ........ -~ AUTHE111'1'vt.~r,..,.,TION: 0030434

DATE: 12-04-12

State o£ Del.a.'fii!Ue Searetarv o£ St:ate

D.!'Vis.ion of ~tions De.U.wreci 11:58 JSk 11./30/2012

1i'IL1iiD 1l: 56 AM 11/30/2012 SRV 121219172 - 2213292 FILE

STATE OF DELA W A:R:m CERTIFICATE OF MERGER OF

DOMESTIC CORPORATION AND FOREIGN LIMITED LIABILn'Y COiv.rP ANY

'Pul'BUilJlt to Tltltl ll, Seotlon. 264( c) of the Delaw~t·~ General Cotporatl.on Law,. the umler~1good uorpurntiou exeouted the following Ce1•tl.ftoate ofMo1•ger:

mnsi: 'l'he name.oftht.t surviving uotporntion. is 'tyler ~',1'6.!CJhnoloR:I.as I Ihcl' ~;o:--:"-:7'"'.7--::t':'----r--:--~ a Delaware Corpomi!on, !Uld the name of the ll¢ted.liabUity company bolng merged Into thi11 8tll.'Vivlttg oorporatlon ia. --.....,.,.......,._..., Ene~Oov Sol ut:Lona 1 LL9 · .. a (llat jurladlatlon). Seo:t'g:l.a :Ilmited lJabllity compmy,

... SECO~: The Agrerone11t of 'Merger has h66!1app1'0ved1 adopted, eertifted, ex.eouted Md aclWQwl.OOgcld by the wt'Vivlng coJ1lorllt!on aud tho merging limited lttt.billty

· o~tnpllll)".

'l'.l.ibm: Tho nttM of the 8Ul'Viving 001'P01'ation is 'l'yle:r Teohnolog:las! I no

FOURTH: The me1·geds to booome efteotiw on November 30, 2012

Flll'TB: The Agt'6emo11t of Mol'gor is on ille at 5 !l ~ 9 S~erxy La~, suite 1400, Dallas, TX 75225 theplaoe ofb'Ullinesa of tho slJl'Vivfng cotporatlon.

su:.nr: A oopy of tho Agx-eement of Mel'Qer will bG furnished by tb.e C01J)Ol'lltion on t>equest; without ~o11t, to tmy stoclcholdel' of any oollJ;Ititusnt OO!'POl'nlion or member of any or:mstituent limited liability company.

SEWNTli1 T.b.& Cortifiottte of fuoo1poratl.ou of the 11\U'Vivi:ng omporntion shaU be its Cet~oate of'Inoot:\)oratl.on..

' lN WITNESS Wlm:RlllOF, siud Corporation hila Cli11.1Bed this OO!.'ili1llata to be signed by an authorized officer, the30tb. day ofNO'Il mhe ,A.D., 2012

N!U116!JI• lJYT~n Moore 1 (J

Prl.nt or 'rypo

EXHIBIT2

EnerGov® Enterprise Server Cost Proposal

Prepared for:

Issue Date: August 13, 2014

Expiration Date:

September 30, 2014

50

$29,999

$59,998 1

$214,603 $47,687

$178,449 $35,689

No Charge

Technologies Columbia, SC

Software and Services

- Includes Inspect & Enforce

Page 1

936

144

64

56

160

1480

9

*Any additional data conversion services will require seeping and analysis.

$1 attendee

$1,999 I attendee

$1 I attendee

$159,120

$18,000

$10,880

$9,520

$20,000

$15,000

$232,520

Included

$1,999

$1

$5,997

Columbia. SC Software and Services Proposal

Billed monthly as incurred@ $1701 hour


Billed monthly as incurred @ $170 1 hour

Billed monthly as incurred@ $170 I hour


Billed monthly incurred@ $1251 hour

Page 2

$232,520

5,997

$19.500

$251!017

Included no charge

15 trips@ $1,300 I trip

Columbia, SC Software and Services

***Includes: All transportation, lodging and per diem; Estimate only; travel to be billed at actual cost according to Tyler's Business Travel Policy

Summary

EnerGov Core: EnerGov Extensions: Existing Client Discount

Total Software:

Professional Services: Certifications: Travel:

Total Services:

Total Proposed Cost:

5 YearTCO

One Time Fees

$ 178,449 $ 59,998 $ 23,844

$ 214,603

$232,520 $ 5,997 $ 19,500

$~*

$472,620

47,687

$539,423

Software Support

$35,689 $11,998

$47,687

$47,687

47,687'

$19,116

$66,803

iG Workforce Subscription (27 licenses)

$ 19,116

$19,116

$19,116

47.687* 47.687*

$19,116 16 16

$66,803 $66,803

*Tyler reserves the right to increase ASM by no more than 3.5% annually

Page3

EXHIBIT 3

Business Travel Policy Summary

1. Air Travel

A. Reservations & Tickets

Tyler's Travel Managemt?nt Company (TMC) 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 withln 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 reservations far enough in advance to take full advantage of discount opportunities. A seven day advance booking requirement is mandatory. 'When booking less than seven days in advance, management approval will be required.

Except in the case of international travel where a segment of continuous air travel is scheduled to exceed six hours, only economy or coach class seating is reimbursable.

B. Baggage Fees

Reimbursement of personal baggage charges are based on the trip duration as follows:

• Up to five days = one checked bag • Six or more days = two checked bags

Baggage fees for sports equipment are not reimbursable.

2. Ground Transportation

A. Private Automobile

Mileage Allowance-Business use of an employee's private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home.

B. Rental Car

Employees are authorized to rent cars only in conjunction with air travel when cost, convenience and the specific situation 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; 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 1MC 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 confinn 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.

4. Meals and Incidental Expenses

Employee meals and incidental expenses while on travel status 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 range from $46 to $71. A complete listing is available at www.gsa.gov/perdiem.

A. Overnight Travel

For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below.

Departure Day

Depart before 12:00 noon Depart after 12:00 noon Return Day

Return before 12:00 noon Return between 12:00 noon & 7:00p.m. Return after 7:00* p.m.

Lunch and dinner Dinner

Breakfast Breakfast and lunch Breakfast, lunch and dinner

*7:00 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 ofthe 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 is defined as direct travel time and does not include time taken to stop for dinner

5. Entertainment

All entertainment expenses must have a business purpose; a business discussion must occur either before, after or during the event in order to qualifY for reimbursement. The highest-ranking employee present at the meal must pay for and submit entertainment expenses. An employee who submits an entertainment expense for a meal or participates in a meal submitted by another employee cannot claim a per diem for that same meal.

6. 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.

Effective Date: Aprill, 2012

EXHIBIT4

I Remittance: Tyler Technologies, Inc. (FEIN 75~2303920)

technologies P.O. Box 203556 Dallas, TX 75320-3556

Empowering people who serve the public" Questions:

Bill To: City of

ustomerNo. OrdNo 47842

Date Description Sep 6 2013 Linda Wensel Sep 13 2013 Wanda Bailey Sep 9 2013 Wanda Bailey License- Tralninq Sep 10 2013 Wanda Bailey License- Training Sep 1'2 2013 Wanda Bailey License- Training Sep 11 2013 Wanda Bailey License- Training Sep 5 2013 Linda Wensel System- Tratmng Sep 4 2013 Linda Wensel System- Training Sap 3 201;.:1 Linda Wensel System- Training Aug25 2013 Linda Wensel NonReimbursable Aug252013 Linda Wensel NonReimbursable Sep 62013 Linda Wensel Reimbursable Sep 6 2013 Linda Wensel Reimbursable Sep 6 2013 Linda Wensel Reimbursable Aug 31 2013 Linda Wensel Reimbursable Sep 13 2013 Wanda Bailey Reimbursable Sep 132013 Wanda Bailey NonReimbursable Sep 13 2013 Wanda Bailey Reimbursable Sep 13 2013 Wanda Bailey Reimbursable Sep 13 2013 Wanda Bailey Reimbursable Sep 6 2013 Lmda Wensel Reimbursable Aug312013 Linda Wensel Rates Aug25 2013 llmla Wensel Rates Sep 62013 Linde Wensel Rates Sep 6 2013 Linda Wensel Rates Sep 132013 Wanda Bailey Rates Sep 6 2013 Linda Wensel Transportation

Tyler Technologies - Local Government Phone: 1-800-772-2260 Press 2, then 2 Fax: 1-866-673-3274 Email: ar@tylert~?-ch com

Ship To: Clty of

PO Number Currency 2012-0105 USD

201'2-0105- CIS_CRM Mileage 2012-0105 -C1S_CRM Mileage

2012-0105 - CIS_CRM Business

~012-0105- CIS_CRM Business

2012-01 05 • CIS_CRM Business

2012-0105- CIS_CRM Business

2012-0105- CIS_CRM UtilftyCIS

2012-0105- CIS_CRM Utility CIS


2012..0105- CIS_CRM Airfare-

2012-0105- C!S_CRM Airfare-

, 2012-0105- CIS_CRM Auto Rental-

2012-0105- CIS_CRM Auto Penta!-

2012-0105- CIS_CRM HotsVlodgmg

2012·0105- CIS_CRM HoteVLodging -

2012·0105 • CIS_CRM HoteVLodglng -

2012-0106- CIS_CRM Airfare-

2012-0105- C.IS_CRM Auto Rental-

2012·0105 • CIS_CRM Auto Rental-

.2012..0105- CIS_CRM Auto Rental •

2012·0105- CIS_CRM Hote!flodglng -

2012·0105 • CIS_CRM Per Diem us

2012·01 05- CIS_CRM Per Diem US

2012-0105 • C!S_CRM Per Diem US

2012·0105- CIS_CRM Per Diem US

201'2..o1os- crs_cRM PerD1emUS

2012-0105 • CIS_CRM Ground

Invoice No 025-78042

Terms NET45

I

Units Rate 120 057 34 0 ·57 8 12!3.00

8 125.00

7.5 125.00

a 125.00

8 125.00

8 125.00

8 125.00

502.81

220.00

38.87

719.54

527.52

982.91

607.20

943.36

318.24

9.44

7.51

107 53

6 46.00

0.85 46.00

5 46.00

0.4 46.00

4.75 46.00

126.50

Date 09/19/2013

Page 1 of2

Due Date 11/03/2013

Extended Price 67.80 19.21

1,000.00

1.000 00

937.50

1,000.00

1,000.00

1,000.00

1,000.00

502.81

220.00

38.87

719.54

527.52

982.91

80720

943.36

318.24

9 44

7.51

107.53

276.00

39.10

~30.00

18.40

218_50

126.50

Remittance:

I Tyler Technologies, Inc. (FEIN 75-2303920)

echnologies P.O. Box :2.03556 Dallas, TX 75320-3556

Empowering people who serve the publiclb

8111 To: City of

ustomerNo. OrdNo 47842

Date Description Sep 92013 Jarod Huddleston License • Conversion Wk :?. - R Sep 10 2013 Jared Huddleston license - Conversion 111/k 2 - R Sep 4 2013 Jarod Huddleston License • Conversion Wk 2 - R Aug29 2013 Jared Huddleston License - Conversion 111/k 2 - R Aug28 2013 Jarod Huddleston License - Conversion WI\ 2 - R Aug30 2013 Jarod Huddleston License· Conversion Wk 2 - R Aug26 2013 Linda Wensel System- Go Live Training Ar;g 27 2013 linda Wensel System- Go Live Training Aug26 2013 Linda Wensel System- Go Live Training Aug29 2013 Linda Wensel System - Go Live Trarning Aug30 2013 linda Wensel System- Go Live Training Aug23 2013 linda Wensel System- Conversion - R Aug22 2013 linda Wensel System- Conversion - R

"'*ATTENTION**

Questions: Tyler Technologies - Local Government Phone: 1-800-772-2260 Press 2, then 2 Fax: 1-866~673-3274 Email: [email protected]

Ship To City of

PO Number Currency 201~-0105 USD



2012-0105- CIS_CP.M Business

2011-0105- CIS_CRM Busrness

2012·0105 • CIS_CRM Bu!Slness

2012-0105- Cle_CRM Business

201~.Qi05- CIS_CRM Utdity CIS

2012-0105 • CIS_CRM Utility CIS


2012-0105- CIS_CRM Ulf!ityCIS


2012·0105- CIS_CRM Utility CIS


lnvoi Invoice No

025-i8042

Terms NET45

Units Rate 125 00

0.75 125 00

1.5 12500

0.5 125.00

1 5 125.00

1.5 125.00

10 125.00

11 125 00

9 125.00

8 125.01)

8 125.00

8 125.00

2 125.00

Subtotal

Sales Tax

Date 09/19/2013

Page '2 of 2

Due Date 11/03/2013

Extended Price 12500

93.75

H!7 50

62.50

187 50

187.50

1,250.00

1,375.00

1,125.00

1,000.00

1,000.00

1 ,000.0()

250.00

Order your checks and forms from Tyler Business Forms at 877-749-2090 or

tylerbusinessforms.com to guarantee 100% compliance with your software. Invoice Total

EXHIBIT 5

Statement of Work For EnerGov 9 Software and Implementation Services

Prepared for:

The City of Columbia, SC

Prepared by:

Tyler Technologies, Inc 2160 Satellite Blvd, Suite 300

Duluth, GA 30097 888.355. '! 093

www.energov.com www.ty:lertechnologies.corn

March 13, 2013

Statement Work

~F: • . • ' • March 13, 2013 Gmagness 1.0

(ver. 12/1/12) Page 2

Statement Work

Table of Contents

PROJECT SCOPE ...••••••••••••••••••••••••••••••••••••..•••.•••.•••.•...•....................•...•...•.•••••••••••••••••••••.•••••••••••••••.••••••••••••••••••••••• 5

KEY ENERGOV CONTACTS ................................................................................................................................................ 6

STAGE OBJECTIVES, TASKS .•.•.•.••.•...•...•..•.•....••......••.••••..••••.••••.•..•••••••••••••••••••••.•.....•..•..•.....................................•.. 7

Stage 0 - Software Delivery & Certifications .......................................................................................................... 7 Stage 1 - Initiation and Planning ........................................................................................................................... 7 Stage 2- Assess & Define ....................................................................................................................................... B Stage 3- Basic System Configuration .................................................................................................................... B Stage 4- Internal Test ............................................................................................................................................ 9 Stage 5- Build Specifications ................................................................................................................................. 9 Stage 6- Build ...................................................................................................................................................... 10 Stage 7- System Acceptance Planning ................................................................................................................ 10 Stage 8- Verification and System Acceptance .................................................................................................... 11 Stage 9- User Training ........................................................................................................................................ 12 Stage 10- Production & Production Support ...................................................................................................... 12

DATA CONVERSION .•...•..•..•....•...•..•.•..•.•••..••.•••.•••.•.•.••.•.•.••.......•......................••.•.•.•.••.••..•..•.•..•.•.•..•....••..••...••.•••. 13

CJ Data Format .............................................................................................................................................................. 13 CJ Data scrubbing/cleansing .......................................................................................................................................... 13 CJ Mapping to custom fields ......................................................................................................................................... 13 CJ Parsing data .............................................................................................................................................................. 13 CJ Business-Specific Rules ............................................................................................................................................. 13

CJ Calendars & Scheduling ............................................................................................................................................ 14

INVOICING AND CUSTOMER SIGNOFFS ................................................................................................................... 14 KEY PROJECT ASSUMPTIONS .................................................................................................................................... 14 OUT OF SCOPE ......................................................................................................................................................... 14

RISK/ MITIGATION STRATEGY •.•••..•.•..•.••..••.••..••..•................................•....•.•.•.•••.•.•.•••.•..•..••..••.•..•...•..•...........•.... 15

Unavailability/Incompatibility of Staff ................................................................................................................. 15 Customer Staff unavailability ............................................................................................................................... 15 Scope Changes (aka- Scope "Creep") .................................................................................................................. 15 Activity Focus .................................................................................................................................................... ... 15 Incomplete Legacy, Interface Documentation ..................................................................................................... 16 Achievable Goals .................................................................................................................................................. 16 Technology Age .......................... .......................................................................................................................... 16

CRITICAL SUCCESS FACTORS ................................................................................................................................ 16

FUTURE AMENDMENTS TO SCOPE ....................................................................................................................... 17

PROJECT MANAGEMENT ...................................................................................................................................... 17

STAFFING ................................................................................................................................................................. 18 PROJECT SCHEDULE ................................................................................................................................................. 18

DEVELOPMENT TOOLS ......................................................................................................................................... 18

DOCUMENTATION ............................................................................................................................................... 19

TYLER-PROVIDED DOCUMENTATION ................................................................................................................................. 19 CUSTOMER-PROVIDED DOCUMENTATION .......................................................................................................................... 19

SOWATTACHMENTS ............................................................................................................................................ 20

SOW Attachment A- (Sample) Work Acceptance Form ...................................................................................... 20 SOW Attachment B- (Sample) Change Order Form ............................................................................................ 20

(ver. 12/1/12) Page 3

Statement Work

SOW Attachment C- Hardware I Software Requirements .................................................................................. 20 SOW Attachment D- Customer Roles-Skills ........................................................................................................ 20 SOW Attachment E- Custom Programming Requests ........................................................................................ 20 SOW Attachment F- Custom Report Programming Requests ............................................................................ 20

(ver. 12/1/12) Page 4

Technologies Statement Worl<

PROJECT SCOPE Based on the software purchased and the previous discussions with the Tyler sales representative the following document defines Tyler's understanding of the Scope of this Project:

Software Purchased: Customer is purchasing EnerGov 9 Enterprise Server products as follows:

A. EnerGov Permitting & Land Management Suite (PLM) for 50 concurrent users • Project Management • Planning & Development Review • Permitting and Land Management • Inspections Management • Code Enforcement Management • Contractor Management

B. EnerGov Citizen Access Web Portal for Permit & Land Management • Online Permit & Plan Submission • Online Inspection Scheduling • Online Permit, Plan & Inspection Status Inquiry • Online Payments (via SC.GOV interface)

C. EnerGov eReviews Workspace Phase 1 and swose~qu'enrllf

""''"'""'"in Phase 2) • Electronic Plan Review "' Submittal, Markup, Review " Online Collaboration Tools

D. EnerGov GIS Server Standard • Requires ArcGIS Server 9.3.1 +

• Includes GeoRules Agent, History Writing & Live Link

E. Server-Side Extensions • Intelligent Object Engine • Intelligent Workflow Agent • Custom Form Designer

F. iG Workforce (Mobile Inspections) for 20 named users • iG Inspect, iG Enforce & iG Reviews for iPad

Implementation Resources Purchased:

• EnerGov Certification Courses = 3 Certifications

• Project Management & Implementation Services = 936 resource hours

• User Acceptance Training = 64 resource hours

• User Acceptance Execution = 56 resource hours • Reports Development Services = 144 resource hours

• Onsite Training Services= 160 resource hours

• Onsite Production Support= 120 resource hours

• Legacy Data Conversion from Blueprince = no charge

• Travel = 15 weeks onsite

Certification Classes: EnerGov Certification classes are offered Customer at the rate of $1,999 per student per class. Classes are held at the EnerGov training facility in Duluth, GA. Classes should be scheduled and

(ver. 12/1/12) Page 5

Statement Work

completed as soon as possible during the earliest stages of the EnerGov implementation. Customer is

responsible for all travel, lodging and meals of students while attending.

Business Processes: Setup and configuration will be confined to those business processes and business streams that are appropriate for the software purchased within the departments/divisions delineated below. Business processes that cannot be managed from within the software purchased are not considered part of this project. Business processes are defined and documented in the early stages of the project.

Primary Business Division:

Divisions Included:

Tyler Resources to be utilized:

• Project Manager

• Senior Project Consultant(s)

• Trainer(s)

• Data Services Specialist(s)

• Reports Development Specialist(s)

Customer Resources to be utilized: To be designated by Customer

Garth Magness Senior Account Executive Tyler Technologies I EnerGov 888.355.1093 x3104

g£tub_,m9..fill§..!?.~@jylf?l!g_ct!.,.~Qm

Chris Therrien Director of Implementation Tyler Technologies I EnerGov 888.355.1093 x3105

L~J:i.~.J-~J;!JL!i~n.@1Yl~.rJ;~cf1&Q.DJ.

Ryan Hountz VP- EnerGov Sales Tyler Technologies I EnerGov 888.355.1093 x3200

ry.iiQ.,hQ. u ntl.@.!Y.l~.:t~s;b.:£9 m

(ver. 12/1/12) Page 6

Statement Work

STAGE OBJECTIVES, TASKS

Tyler provides a well-defined multi-stage road map which can be applied equally to a single phase project or to projects with multiple phases. For multi-phase project, the stages are repeated as necessary.

o Tyler to make available the software I software access purchased by the Customer o Customer to schedule and attend certification classes

1-

Stage Objectives:

Tasks:

o Introduction to project (or phase) o Distribute forms and gather high-level data o Establish communication channels o Assess IT infrastructure and needs o Staff mobilization & allocation plan

Assign Project Team Members

Provide/ Assign facilities for Tyler on-site activities

Identify non-working days (i.e. vacations, holidays, etc.) Procure and configure necessary hardware, non-EnerGov ms and netwo

infrastructure as specified by Tyler Hardware I infrastructure uirements Provide Tyler remote access (when needed) to

uired server for software installation

rd delivering Process Collection Templates

Project Status Report

(ver. 12/1/1.2)

None Lead

Own for Own for respective team respective team

Advise Own

Advise Own

Advise Own

Own None

None Own

None Own

Own None

Own None

Own None

None Own

None Own

None Own

Own None

None Own

Page 7

Statement

Amend project scope/SOW as needed Own Participate

Other tasks as identified Own for Own for respective team respective team

Provide preliminary project plan Own Participate

Milestone/Deliverable: Sign off of Stage

Objectives:

o Tyler to gain an understanding about how customer conducts business o Translate business understanding into documented EnerGov configuration definition

Tasks:

Schedule on-site visit

Identify and document project risks and resolutions

Deliver legacy data samples

Provide updated legacy data estimates

Identify and Scope any custom programming (of the EnerGov application). If not included in proposal,

Work toward delivering final Project Definition Documents

Review and assess GIS data

Explain GIS history writer to er

Offer best GIS practices to Customer

Other tasks as identified


3

Objectives:


Lead Participate

None Lead

Lead None

Lead Participate

Lead Participate

Advise Lead

Lead Participate

Lead Participate

Lead Participate

Own None

Own None


o Configure the basic software in accordance with definitions gathered from previous stage

(ver. 12/1/12) Page 8

Tasks:

Configure all case types for permits, plans, inspections, licenses, etc., as uired for software rchased Perform "mini-reviews" with customer as portions of the co 1 uration are lete Deliver completed EnerGov database to Report Writers and Data Services Complete Basic Configuration Reviews

Initial Configuration Signoff

Provide testing scripts and schedule for Stage 4

Other tasks as identified- both Parties


4-

Objectives:

o Conduct Initial operational test o Confirm proper installation

Tasks:

Record testing results in SharePoint

Resolve any system issues identified



5-

Objectives:

o Define custom reports requirements

Own

Lead

Own

Participate

Lead

res

Own

Participate

o Define and map data conversion requirements (BiuePrince) o Define integration specifications o Define and map, based on provided API's, interface requirements

Tasks:

(ver. 12/1/12)

Statement Work

None

Participate

None

Lead

Participate

Participate

Lead

Participate

Page 9

Tyler

Approve/Disapprove Custom Programming Own Participate

Deliver Report Samples (in PDF format) None Own

Deliver Report Specifications (must include the None Own

formula for every field calculation)

Work toward delivering Custom reporting estimates Own None

Deliver API's None Own

Develop integration specifications Own Assist

Allocate the time for qualified business and technical Participate Own

experts to assist in the data importation analysis session

Map legacy data Own Participate

Submit data services request (import/integrations) Own None

Other tasks as identified Own for Own for respective team respective team


6-

Objectives:

o Write Custom Reports per defined requirements o Development of conversion routines of previously mapped and defined data. (Note: Change

Order needed if additional data elements are discovered.)

Tasks:

o Development of interface routines from provided APis. (Note: Change Order needed if additional data elements are discovered.)

Assist Own

Own Participate

Work toward delivering test interfaces Own Participate

Configure forms Own Participate

Provide documented cut over strategy Own Participate

Other tasks as identified team


Objectives:

o Create test scripts based on pre-determined criteria o Provide system overview and administrator training for power users (i.e. Customer testers,

(ver. 12/1/12) Page

10

Tyler Statement

administrators) o Conduct testing and system validation for promotion to end user training

Tasks:

Conduct testing of data imports

Conduct testing and system validation for promotion to end user traini Other tasks as identified


8

Objectives:

Lead

Lead

Advise

Advise

Advise

Advise

Participate

Own for ective team

Participate

Participate

Own

Own

Own

Own

Lead

Own for re ective team

o Test and signoff on each delivered module, suite or component based on criteria

Work

o System ready for production and promoted to a production and/or training environment

Tasks:

Provide strategic staff ptance testing

Provide Acceptance Training

Conduct Acceptance Criteria Testing

Acceptance failures to meet criteria

Retest until Acceptance criteria met or full hours consumed Other tasks as identified

(ver. 12/1/12)

None

Lead

Assist

Own

Participate

Participate

Participate

Own

Assist

Own

Page

11

Tyler Statement


9-

Objectives:

o Provide requisite hours of classroom and one-on-one training and knowledge transfer

Tasks:

Ensure personnel critical to the success of the project (subject matter experts I key power users, etc.) are

and available to & assist in trai

Ensure trainees are available for training

Conduct Training



Objectives:

o Conduct final data import cutover o Conduct final interface connection o Tyler to provide on-site production support

Tasks:

Develop and maintain post-production issues list

Ensure key/critical personal are present and available to Other tasks as identified


re

Participate

Participate Own

None Own

Lead Participate

None

Own Participate

Lead Participate

Assist Own

None Own

Own for Own for ective team re ective team

Work

Each stage, as established above, is designed to provide a point at which a full review of the stage objectives is assessed for completeness. When a stage is complete, a Work-Acceptance Form (see SOW Attachment A) is completed and signed by the Customer signifying acceptance of that stage and the beginning of the next

(ver. 12/1/12) Page

12

Statement of Work

stage. Each stage is dependent on the results of the previous stage and therefore, each stage of the methodology cannot begin until the previous stage is completed and approved.

DATA CONVERSION One of the more difficult aspects of software transition revolves around data conversions. Optionally, data can be entered into a new system manually but the time, expense and accuracy of this method falls short of most project requirements.

Automating the process through the use of custom written code if faster, less expensive and more accurate but creates friction points between vendor and customer.

The following criteria are applied to Data Conversion:

0 Data Format

Data should be provided to Tyler in any of the following formats: SQL Server 2000 or Higher, Access 97 or Higher, delimited text files. One data source (DB) per deliverable.

0 Data scrubbing/cleansing

Any data scrubbing should be done by the customer ahead of the data mapping process. Data scrubbing and cleansing is not included.

0 Mapping to custom fields

Text columns/fields from legacy systems are not mapped to dropdown box custom fields in the EnerGov Software. These are mapped to text custom fields in EnerGov. However, for built-in, required dropdown boxes like status codes, type codes, etc. (non-custom fields), Tyler can map these from text fields.

D Parsing data

Address Data: Tyler does not parse out address information for optimization purposes. Rather the customer is responsible to deliver the address information in the requested (preferred format). Tyler will import the address data delivered (format) and map the fields to the best possible location in the EnerGov system. Tyler is not responsible for cleanup of inconsistent addressing.

Phone Numbers: Phone numbers are imported in the format in which the data is delivered to Tyler. Tyler is not responsible for cleanup of inconsistent numbering or sequencing.

Individuals I Names: Individual names are imported in the format in which the data is delivered to Tyler. Tyler is not responsible for parsing out single name fields into First, Last, Middle, Company, etc.

Contacts Data: If contact data is not keyed in such a way that each instance of a person has one, and only one, contact record (the record with all of their attributes such as name, address, company, phone, etc.) in the data source, then the contacts associated with a record will typically be imported into a general information tab rather than into the EnerGov Enterprise Contacts Manager.

0 Business-Specific Rules

Business specific rules are handled in the software configuration process and cannot typically be mapped within the Data conversion process. This includes but is not limited to EnerGov Intelligent Objects and EnerGov Case Workflows.

(ver. 12/1/12) Page

13

Statement Work

0 Calendars & Schedulin_g

EnerGov software can import scheduled hearings and meeting details; however any data residing on an actual calendar control is excluded from the scope of the data conversion.

Tyler will invoice monthly for resources consumed. Customer is responsible for signing off on the hours consumed in accordance with project requirements. An approved Change Order is required if additional hours are needed or scope is changed.

• Customer and Tyler shall review their responsibilities before work begins to ensure that Services can be satisfactorily completed.

• Customer will provide Tyler with access to its equipment, systems, and personnel to the extent needed to complete the defined Services.

• Customer will provide work space for Tyler Services for work completed on Customer premises.

• Tyler shall initially implement the most current version of the Tyler software at the time of the contract

signing. During the implementation Tyler will provide newer releases of the software that meet or

exceed the version available at contract signing. After Go-Live, the Customer is responsible for installing

newer releases. Release notes are provided for all new versions.

• Customer will maintain primary responsibility for the scheduling of Customer employees and facilities in support of project activities.

• Customer shall provide Tyler with network access for remote installation and testing through industry standards such as Virtual Private Network (VPN) or other secure access methods.

• Customer will provide/purchase/acquire the appropriate hardware, software and infrastructure assets to support all purchased Tyler software products in both support/testing and production environments.

• Customer is responsible for proper site preparation, hardware, software and network configuration in accordance with Tyler specifications.

• Customer has, or will provide, access licenses and documentation of existing system to which Tyler will read, write or exchange data.

• Customer has, or will provide, a development/testing environment for import and interface testing as they are developed by Tyler.

• Tyler shall be responsible for implementing a functioning version of the application software (assuming

Customer has installed the proper hardware, software, and networking devices).

• Tyler will provide Customer with a weekly status reports that outline the tasks completed. Tyler will also provide details regarding the upcoming tasks that need to be completed during the coming weeks, the resources needed (from customer) to complete the tasks, a current or updated version of the

project plan, and a listing of any issues that may be placing the project at risk (e.g., issues that may delay the project or jeopardize one or more of the production dates) as needed.

• Tyler personnel shall attend executive project review committee meetings (internal) as needed.

• Any custom development such as; changes to source code, additional interface development, legacy or other imports not referenced within the SOW

• Resource hours that extend scope. (Additional hours must be approved through a Change Order.)

(ver. 12/1/12) Page

14

Statement Work

• Any undocumented requirements. Undocumented requirements include requirements not specified in the RFP, Tyler's response to the RFP or requirements beyond the normal capability of the software for its intended purpose.

• Post System Acceptance Configuration. System Acceptance requirements are met at the completion of System Acceptance (Stage 8). Any changes requested of the Tyler implementation team to alter the configuration, post System Acceptance, must be documented through a Change Order and may incur additional costs. Customer has access to all built-in configuration tools is free to reconfigure or create new configuration as required or desired.

RISK/ MITIGATION STRATEGY

Staff

Risk: Tyler recognizes that individuals assigned to projects may become unavailable due to various causes. Further, Tyler recognizes that individuals sometimes clash for reasons of incompatibility. Tyler schedules team members based on all the projects to which those individuals are assigned. Unavailability may occur due to unforeseen circumstances such family matters or their departure from Tyler employment. Incompatibility creates intolerance in project objectives and tasks and creates unnecessary delays and can lead to project failure if not corrected.

Mitigation: In the event a Tyler project member is determined to be unavailable, Tyler manager will consult with customer on alternatives such as a temporary replacement or substitute of the person. Likewise a similar response is expected from the Customer if their team member is unavailable.

Incompatibility is addressed first through attempts to resolve the compatibility issues between individuals. Failing resolution, team members must be replaced. In the event a Tyler team member is determined to be incompatible, Tyler will replace with a new team member and provide time to orient to the project before assuming their respective responsibilities.

Risk: Delays in the project timeline will occur if appropriate Customer staff is unavailable to meet with or respond to Tyler for timely decisions and or directions.

Mitigation: Customer should insure that staff assigned to this project is given sufficient priority and authority to work with Tyler while completing other Customer responsibilities in a timely fashion. Decisions must be made in hours and days, not weeks.

Risk: Poorly defined projects always take longer than expected or cost more than expected because of poorly defined scope at the beginning of the project.

Mitigation: Both parties must insure that the scope of the project is well stated and completely defined to the best of each party's knowledge. Functional requirements should be reviewed carefully to insure completeness. Change Orders are required to document any subsequent impact on schedule and/or costs.

Risk: Sometimes associated with efforts that lead to Scope Changes, Activity Focus is a risk that minor activities consume time that should be dedicated to major activities of the project with the end result that time and/or costs overruns budget. Examples include meetings of little substance or that go longer than they need or time consume investigating undocumented functionality or other activities not in scope.

(ver. 12/1/12) Page

15

Statement of Work

Mitigation: Project Managers for both Parties must guard themselves to avoid focus drift by insuring the focus is squarely on meeting deadlines, services, and configuration requirements of the implementation as planned and documented in the planning, assessment and definition stages.

lnterhu:e Documentation

Risk: During the project certain third party documentation will be required for such tasks as interface development and import of legacy data and others.

Mitigation: Customer should insure that APis for interfacing to other systems is available to Tyler and that legacy data imports are known in advance of need.

Achievable Goals

Risk: The expectation of this project are set too high or are not explicit or clear to Customer Staff and thus not communicated to Tyler through Functional Requirements and clearly stated scope.

Mitigation: The parties must insure, through the Contract and Task Orders that the goals of the project are explicit, well defined and attainable and that both parties have "signed off" on the requirements

Risk: This risk is highly dependent on the choice of Tyler products and whether the Customer is hosting any of those products. If the Customer will be hosting its own then the technology utilized should be robust enough for several years into the future. Technology that barely meets minimum requirements today will be insufficient as the system and needs of the system grow.

Mitigation: Tyler will assist Customer in determining optimal technology and plans to guard against premature obsolescence.

CRITICAL SUCCESS FACTORS In order to successfully execute the services described herein, there are several critical success factors for the project that must be closely monitored. These factors are critical in setting expectations between the Customer and Tyler, identifying and monitoring project risks, and promoting strong project communication.

• Knowledge Transfer- While Tyler cannot guarantee specific expertise for Customer staff as a result of participating in the project, Tyler shall make reasonable efforts to transfer knowledge to the Customer. It is critical that Customer personnel participate in the analysis, configuration and deployment of the Tyler software in order to ensure success and to transfer knowledge across the organization. After completion of the production phase, the Customer will be responsible for administering the configuration and introduction of new processes in the Tyler system.

• Dedicated Customer Participation- Tyler fully understands that Customer staff members have daily responsibilities that shall compete with the amount oftime that can be dedicated to the Tyler implementation project. However, it is critical that the Customer acknowledges that its staff must be actively involved throughout the entire duration of the project as defined in the Project Plan. Tyler shall communicate insufficient participation of Customer and Tyler resources as well as the corresponding impact(s), through Project Status Reports.

• Acceptance Process- Acceptance must be based on criteria. The objectives and tasks of each stage of a project provide the basic criteria by which to judge acceptance of a stage is to be granted. Within each stage additional criteria will be developed by team members on which to judge future stages. For example, System Acceptance (Stage 8) will be based on criteria developed in earlier stages.

(ver. 12/1/12) Page

16

Technologies Statement of Work

As resource are consumed, Tyler shall provide the Customer with a Work Acceptance Form (see SOW Attachment A) to formalize receipt. The Work Acceptance Form is subsequently signed by the appropriate Customer stakeholder(s), and faxed or emailed to Tyler. Timely and honest acceptance is required to maintain project momentum. Failure to properly establish acceptance criteria or failure to accept a properly completed stage will cause delays in the project.

In an effort to ensure quality and complete satisfaction with each stage of the project, Tyler's professional services division has established the following rule: A Signed Work Acceptance Form (see SOW Attachment A) is required upon completion and customer-acceptance of the resources consumed on the project. Stage signoff is also required before proceeding to the next stage in the process. A change to any of the resources dedicated to any of the stage processes requires a change order in order to reallocate to any subsequent stages.

• Managing Project Scope- In an effort to implement the project on time and within budget, both Tyler and Customer agree to limit the software and professional services to only those items identified in this Statement of Work. Expanded scope results in additional costs. The implementation services scope for the Tyler products and departmental configuration services are formalized the approved project definition documentation ("POD") defined during the Assess and Define stages of the project. Functional software requirements are defined by the functional requirements matrix (if provided in the RFP and responded in the affirmative by Tyler and included in the contract or this SOW) and by the customer's due diligence assessment.

Change Orders for additional items outside the scope of the defined project requirements must be submitted in advanced and signed by project stakeholders before work can be accomplished on those items. Likewise, reductions of the defined scope will also require a Change Order.

• Goal and Objectives tied to the RFP and Tyler's response- Tyler's objectives and approach to the project are based on the information in the Customer's RFP and Tyler's response. All work performed by Tyler are based on this understanding.

FUTURE AMENDMENTS TO SCOPE Future changes in the project scope, beyond the capability of a Change Order, will assume the appropriate processes outlined in this Statement of Work, unless future scope changes require a different or modified process. If no new Statement of Work is required, then new functionality and payment requirements are provided for in an amendment to the initial Agreement.

PROJECT MANAGEMENT Tyler performs ongoing project management services throughout the implementation in order to plan and monitor execution of the project. Tyler's Standard Project Management activities include the following tasks:

• Project plan management using Microsoft Project

• Project document management using Microsoft SharePoint

• Issue log management and escalation

• Status reporting

• Change order management

• Project workspace management

• Resource management

(ver. 12/1/12) Page

17

Tyler Technologies Statement of Work

• Executive project oversight via Executive Director and Project Review Committee

Additionally, per Customer request, Tyler will perform the following project management activities:

l. The Contractor shall provide electronic Vf~rsions of the project schedule to the City Project Manager and be prepared to discuss the project schedule on a monthly basis. Contractor's project plan should be updated and current for these discussions.

2. The Contractor shall provide advance walkthrough sessions with City areas/departments impacted by the project plan to ensure that management resources within the impacted areas are aware of the scope of the resource commitment required to complete their tasks in the project schedule.

3. The project schedule shall contain sufficient work breakdown detail (WBS) regarding the scheduled work and will be used to compare to invoices to justify billing for completed work, work in progress and delivered goods. Descriptions used in the project schedule shall match those descriptions contained in the Contractor's invoice.

4. The preferred format for the project schedule is Microsoft Project.

By mutual agreement some project management tasks are shared between the Tyler Project team and the Customer Project Manager/Stakeholders.

Tyler will provide resumes for all Tyler staff working on site. Tyler will replace Customer requests for on-site staff changes upon written request to Tyler providing an explanation of the reason for replacing a staff member. Tyler will not replace onsite staff without advance notice and good cause. Replacement staff must be approved in advance by Customer. Staffing is allocated during the Planning & Initiation phase. Only key project sponsors (implementation director I executives, etc) are capable of being determined and included within the SOW/Contract.

Upon execution of the contract, the parties will subsequently collaborate during the project planning and initiation stage to determine a start date for services to be rendered. Upon initiation of these services, Tyler shall work with Customer to collaboratively define a baseline or preliminary project schedule/plan. Given the fact that project schedules are working documents that change over the course of the project, Tyler shall work closely with Customer to update, monitor, agree, and communicate any required changes to the project schedule.

Development Tools No special development tools are required for the EnerGov Software. The EnerGov source code is not accessible (unless through the requirements of an Escrow Agreement).

With the exception of the development of new reports, the configuration tools are built-into the software and the customer has full access. The Tyler implementation staff will use these same configuration tools to setup the EnerGov system. Administrator training includes the use of the configuration tools.

Crystal Reports. EnerGov reports are developed in Crystal Reports. Any changes in the reports included with the software or the development of new reports does require a licensed copy of Crystal Reports. Tyler recommends this function be reserved for System Administrators or designated staff who have the skills and the necessary access to the EnerGov software.

(ver. 12/1/12) Page

18

Tyler Statement Worl<

The EnerGov system includes a built-in Crystal Report reader so they, if authorized to view reports, do not require Crystal.

Documentation

Over the course of the 10-stage implementation lifecycle, the Tyler project team will provide stage-specific documentation in a range of formats (both editable and non-editable). Examples include:

• Project Plan I Schedule (Microsoft Project .mpp) • Data Collection docs (MS Excel) for configuration • Data Mapping docs (MS Excel) for data conversion

• EROs & Data Dictionaries for IT (PDF and CHM) • Training Documentation Templates (MS Word and MS PowerPoint)

• Release Notes for Service Packs (PDF) • Other documentation as required for the specifics of the project.

A definitive list of Customer-provide documentation is not possible until all aspects of the implementation are determined, usually in the beginning stages of the project. Certainly, customer's assistance in completing the Tyler-provided forms and requests for configuration information is essential to a successful project

Documentation originated by the Customer includes:

• Application Programming Interface documents (API's) for any third-party software system to which the EnerGov software will interface and exchange data.

• Import data documentation and in a format suitable for import into the EnerGov System (please see section titled Data Conversion).

• Workflow documentation on the Customer's current business processes • Copies of pertinent ordinances or other controlling authorities

• Fee Schedules • Copies of existing permits, licenses, other documents presented to the public and expected to be

derived from the EnerGov Software.

(ver. 12/1/12) Page

19

SOW ATTACHMENTS

SOW Attachment A- Work

This form provides the means for the Customer to accept work provided or provide reason for denial of a work.

SOW Attachment

Any change in the project must have a completed and approved

Change Order.

SOW AUach:ment C Hardware 1 Software

This document provides the recommended hardware/software requirements for the Tyler system. Performance using systems which do not meet these requirements may not have expected

performance levels.

SOW Attachment D- Customer Roles-Sl{iHS

This document defines the roles and skill expectation of the Customer in order to make the project progress as efficiently and effectively as possible.

SOW Attachment - Custom

This document provides the means for defining a custom programming request for any modification to the Tyler source code. NOTE: Custom Programming requests require an Impact Fee of $10,000 in addition to other associated costs.

SOW Attachment F - Custom

A specified number of hours are allocated for Custom Report requirements. During the project these are defined and developed. Resources are allocated for this purpose. Additional custom reports and/or additional allocation of resources may be requested through the use of this form.

(ver. 12/1/12)

Statement Work

SOW Attach A -Work Acceptance For

SOW Attach B -Change Order Form-1

SOW Attach C -Network_Ha rdwa re-S

SOW Attach DCustomer Roles-Skills

SOW Attach E -Custom Prograrming

SOW Attach F -Custom Report Progn

Page

20

EXHIBIT6

Exhibit 6

Contractor Rates

EnerGov Professional Services Rates

Professional Service Resource Hourly Rate (1) Daily Rate (1)

Implementation Services

.. \Q?.~!!.~.I.\?.~~!!t!.'!~~!Y.!!~.~!.~Ml... ........................................................... J!.?.§ ............................... J.!:.1.9.9. ............... .

.. ~.~~~~.?..~~~~~~.~~~~ ........................................................................ J!.?..~ ................................. ~.::.~~~················

.. :.:.~i.~.~~~ ................................................................................................ ~~?.§ ................................. ~.::.~~~················ Data Conversion /Integration Specialist $1,800

................................................................................................................ ~~~·~·················-···········································

.. ~~.~~~~ .. ?..~:.~~~~.~.~~~.~~~.~~~.~.~~:. ............................................ J~~9 ................................. ~~:.?.~~················

Travel= Cost+ 10% travel agent fee *Estimated at $1700/trip

EXHIBIT?

SOFTWARE REQUIREMENTS

This document defines the approved minimum software requirements a vendor must meet when submitting their systems or applications for consideration as part of the City's infrastructure. The following is the list of criteria that should be adhered to:

Item Criteria Acknowledgement

(Y, N, N/A or list)

1 Is this an externally hosted solution? If yes, refer to the document "Cloud N

Computing Terms & Conditions".

2 Virtual environment software is preferred. Is the software application qualified y

to run in VMWare? Are there any specific requirements?

3 For web-based solutions, Microsoft Internet Explorer 9 is the preferred y

browser. Is this web-based solution compatible with IE 9? If not, identify

browser types and versions supported.

4 All web-based applications should be able to run without utilizing ActiveX y

controls.

5 Any client-server application must run without modification to our Microsoft N/A

environment, currently Windows 7 desktop OS and Windows 2003 R2 and 2008

R2 server OS.

6 The client software is required to run within Microsoft's recommended security y

"Default User" profile, neither Administrator nor Power User rights are

Rermitted. Applications must be run as a non-privileged user.

7 All solutions must work with file and print sharing disabled on workstations. y

8 All solutions should accommodate and function correctly with the Windows y

firewall being enabled on all workstations

9 Does the application require Microsoft Windows firewall ports to be opened? If SQL 1433

so, list the required ports. Port 80

10 Server-based software should run as a service and not as an application. (i.e. y

the software should not require a continuous login on the server in order to

function properly.)

11 Does the software meet the Microsoft Certified Windows Logo program y

certification? Certified software is the preferred solution.

12 If the software has a GIS component, the software should be ESRI compliant for y

geospatlal referencing.

13 For any type of database used, the vendor must provide the entity relationship y

diagram, the table & field structure diagram and the identification of primary

and foreign keys used.

14 All applications should be fully documented and configuration parameters y

outlined.

15 Maintenance cost and manpower requirement estimates need to be projected y

and presented for the first 5 years of support for any hardware or software

installed.

16 Vendor remote access Is restricted for security purposes. Vendor must provide y

all remote access software required, such as Web-Ex or Go to Assist to provide

remote connectivity. All access methods must be pre-approved by COC-IT

before accepted.

17 Does software require SMTP connection to an email server? y

18 Software solutions utilizing AD or LDAP integration are preferred. Does this y

solution integrate with Microsoft Active Directory?

19 Does software maintenance and support begin upon implementation {go-live) y

rather than installation?

20 Does your software have a public facing element? If so, answer A and B, y

A Does your software or will your software pass an industry standard security y

scan/penetration test in a public facing environment?

B Would you be willing to provide a demo of your solution that would allow us to y

perform a security scan/penetration test prior to purchase?

21 Does your software support user upload of documents from a public-facing y

element? If so, answer A through J.

A What are the types of documents that can be uploaded? Any types defined I allowed by the

agency

B Are uploaded documents compressed? If so, what is the compression ratio? N

c Can your software control type and size limitations on uploaded documents? y

D Where does your software store uploaded documents? File Server

E Does the software have a purge function for the uploaded documents? N

F Are uploaded documents scanned? If so, for what? Threats, complete files, etc. N

G Does your software allow infected documents to be uploaded, or are Infected documents

infected documents detected at the point of upload? would be detected

by the agencies anti-virus solution not by

the EnerGov

application

H Does your software provide notification of a successful document upload? y

I If an infected document is successfully uploaded, but quarantined following the N

upload, will the software provide any notification that the document did

not reach the intended location?

J Does you software interface with any anti-virus solutions, preferably Trend N

Micro?

ONLY the COC IT Department can grant any exception to the above requirements.

Company name: Tyler Technologies

Representative: Garth Magness

Signature: Date:------

EXHIBIT 8

EnerGov Support Call Process

1 Standard Support Services

1.1 Support Services Introduction and Definitions EnerGov dedicates considerable time and money ensuring that our customers have available the support services that meets or exceeds our customer's expectation. Customer Service and Customer Support excellence permeates to every department and every employee ofEnerGov.

Customer Support is an EnerGov Support Services provides Fault and non-Fault support. 1. Fault Support 2. Non-Fault Support-

a. Enhancement Support b. User Comfort Support

1.2 Fault Support Fault Support is needed when you are unable to perform required tasks within the EnerGov system.

1.3 Non-Fault- Enhancement Support Enhancement Support includes the periodic updating of the EnerGov applications with software updates or new version releases. Procedures for implementing new versions of software are when the new version is issued.

1.4 Non-Fault- User Comfort Support User Comfort Support includes a wide variety of services included with your EnerGov Software Support Agreement.

User Comfort Support also includes certain fee-based support. For example, the development of completely new Crystal Reports to interact with and imbed in EnerGov, is available for a modest fee. Other examples offee-based support include the providing of applications or services beyond the scope of the original agreement between your organization and EnerGov. In those cases, EnerGov is happy to quote the additional costs.

2 EnerGov's Responsibilities to You EnerGov is committed to providing superior support for your EnerGov system. EnerGov Support Technicians are highly trained and intimately familiar with the EnerGov application. Because they work directly with government agencies throughout the U.S. and internationally, they are well versed on the type of work accomplished by customers like you.

2.1 EnerGov Help Desk EnerGov maintains the Help Desk in Duluth, Georgia. EnerGov support is never handled by any "offshore" service provider. EnerGov's development team is located in the same facility as EnerGov's Help Desk. If an issue develops requiring the assistance of the development team, Help Desk technicians have unlimited access to those who develop and maintain the software. All software EnerGov provides is developed "in-house."

If, in the process of diagnosing a potential EnerGov support issue, it is discovered that a peripheral system is the cause of a fault, EnerGov will notify you so that you may contact the support agency for that peripheral system. EnerGov cannot support or maintain

Copyright 2014 Tyler Technologies, Inc.

All Rights Reserved 1

any hardware or third-pmiy software.

2.2 Unlimited Phone Support Unlimited Phone Support is available during our normal support hours (7 a.m. to 8 p.m. EST, Monday through Friday except certain holidays).

EnerGov phone support is available on the days and during the times that you are engaged in your daily work assignments. When you need it, it's there. Phone support is available at 888.355.1093 then press "2" for a Customer Support Technician.

2.3 Unlimited Email Support You may send EnerGov support questions or issues to [email protected]. This account is continuously monitored during normal support hours. EnerGov's response will be directed back to the senders email, unless a request for voice contact is made in the email and a proper phone number is provided.

2.4 Free Upgrades EnerGov makes available minor and major releases of the EnerGov software at no additional cost to you if you have continuously paid for Software Support since the initial licensing of the EnerGov software. If there are gaps in your Software Support, you should contact EnerGov's Help Desk for information about becoming eligible for free upgrades. EnerGov provides direct support for the two (2) most recent major versions ofEnerGov software.

2.5 Remote Support In the process of providing user's support there may be times when it is desirable for the EnerGov Help Desk technician to access, through the Internet, a user's PC and view the support needed directly from the user's desktop. EnerGov uses third-party software such as Citrix Gotoassist or Bomgarto accomplish this. Permission is required from the user whose desktop is being accessed before EnerGov can, or will, access the PC and the user must agree to the installation of the small application that allows remote access. EnerGov cannot access and is, in fact, prevented from accessing the user's PC without the user's granting that access.

2.6 Response Time EnerGov cannot guarantee a resolution time but EnerGov will work diligently to resolve all issues and concerns as quickly as possible

3 Customer Responsibility

3.1 Provide Named "Single Point" Contact Persons

Business Contact: The Business Contact person liaises with EnerGov on issues dealing with business and/or contractual issues. This individual typically contacts EnerGov to make changes in the EnerGov contract, such as adding more licenses, expanding services to include new custom reports, etc. Email and phone information should be provided to EnerGov's Help Desk during the software implementation. Additionally, a "backup" person should be assigned.

Technical Contact: The Technical Contact is responsible for the technical aspects of EnerGov Product. This person liaises directly with EnerGov for all technical issues. The Technical contact should have a minimum level of technical experience and training. (See Appendix B.) Email and phone information should be provided to EnerGov's Help Desk during the software implementation. Additionally, a "backup" person should be assigned. Calls to EnerGov's Help Desk are typically made by this individual of their backup person.

3.2 VPN Access for EnerGov Support Personnel Resolution for certain support issues may require access to the EnerGov Server located within your agency, usually in a server room with other computers and communication equipment. The customer should provide VPN access through the existing firewall into the EnerGov Server. This allows the EnerGov Support Technician to make changes, install software

Copyright 2014 Tyler Technologies, Inc. All Rights Reserved 2

updates and upgrades. Once granted access, EnerGov Support Technicians follow all security requirements you require from us.

3.3 Hardware and Other Systems Customer will need to insure that the following items have been addressed. This is critical for EnerGov to provide the highest level of suppmi:

• Hardware should be maintained for all CPUs executing EnerGov products • Support contracts for all third-party software (for example, operating system, database management system, etc.)

associated with EnerGov products should be maintained. EnerGov does not support these third-party products. • Database backups should be scheduled on a daily basis and verified that they are successful.

4 Gold Level Customer Support - Help Desk Support Procedures

4.1 Fault Support When reporting a fault to the Help Desk, please have all the following information available:

• A business explanation ofthe issue's severity. • Application and revision of current version. • Module or screen where fault occurred • Description of the fault, including specific steps taken to initiate the fault • Whether it is repeatable or random fault • Other data or information useful in determining resolution • Self assessment of the priority level that should be assigned to this fault (please see Priority Levels in

Appendix A)


4.2 "Non-Fault" Support Non-fault support typically has a low priority level and, depending on the request, can be handled at a mutual time agreeable to the user and the Support Technician. Many non-fault support questions are handled immediately. For example, "show me how to create a custom field." In cases like these, the EnerGov Support Technician may "log into" the user's system and provide "hands-on" instruction and direction. (Note: Requests dealing with changes in the EnerGov configuration must come through an authorized, predesignated individual who has authority to make decisions regarding the EnerGov configuration).

4.3 EnerGov Customer Resource Management system All Help Desk Calls are logged into the EnerGov Customer Resource Management System (CRM). This system assists in tracking detail information about all issues encountered by EnerGov's Help Desk. This includes your questions, issues, and problems. All issues are assigned a unique case number. Each incident contains information such as:

• Case Number • Issue Type • Customer Contact Information • Account Manager • Software/Hardware involved versions, revisions, etc. • Affected Application/Transaction/Screen/ Activity • Error Codes • Case Description • Severity Explanation • Priority • Status and Completion Codes • Actions (with narrative) taken • Case Resolution • Time and Date Stamping of all activity

EnerGov's assures timely escalation and status feedback. This system allows us to identify recurring problems, report trends, and recommend system fixes or additional training and education, as appropriate. Effective use of issue history and configuration data enhances issue resolution and provides greater overall satisfaction with the EnerGov products.

4.4 Escalation Fault reporting and other Help Desk requests are addressed in accordance with their associated priority levels (See Appendix A). EnerGov relies on you to fully explain the severity and impact on your business to properly set realistic priority levels on all issues.

EnerGov Help Desk Technicians are highly trained, both technically and operationally on the EnerGov applications. Most Help Desk calls are resolved effectively and efficiently. In the event a fault is reported that the Help Desk Technician is unfamiliar with or unaware of, he or she will immediately internally escalate to see if the reported fault is a known fault for which a fix is available or if it is a new fault reported for the first time. New faults are immediately (logged and) escalated to EnerGov's Professional Services or Research & Development Teams, which may provide assistance in finding a short-term "work-around" until a permanent fix can be determined and issued through a software update.

After a fault is reported and a priority assigned, you may feel that the priority is incorrect. Typical reasons for a priority escalation are:

• Problem has become more frequent or more severe since initial report • Issue has been unresolved for an unexpected amount of time

Internal escalation is a regular feature ofEnerGov's Help Desk procedures. Team Supervisors and Managers are aware of and following high priority fault reporting. However, if you feel that your Help Desk Technician fails to appreciate your unique issues, please ask to be transferred to his or her supervisor.


4.5 Closure EnerGov provides closure, which may include written documentation, a program fix, a procedural work-around, or some other solution or material. After we feel the issue has been fully responded to, we will request a confirmation from you to close the issue. If we don't get conformation back within 48hr's we will consider the issue resolved and close the case. Once a case is closed a confirmation email will be sent to the contact that is listed in the CRM.

5 Software Enhancement Requests EnerGov accepts and logs all product enhancement requests and passes these requests to EnerGov's Research & Development Department. These requests are assigned a priority based on their general ability to deliver benefits to our Customer base then logged into our tracking system and reviewed quarterly for inclusion into new product releases. These requested enhancements are evaluated with respect to internal development plans and are selected based upon several criteria, including: effort versus benefit, applicability to Customer base and prospects, consistency with best land management systems practices and with our technical and functional development strategic direction. Customers can request a status of any particular requested enhancement, and EnerGov will provide: 1) whether the feature has been evaluated as yet; 2) if it has been scheduled for a release, and if so the planned release date; 3) if it has been accepted as a good idea, but not yet selected for development; or 4) if it was rejected and why. Generally a request is rejected only if it is not generic enough to become part of a packaged product or if it is not consistent with our concept of best land management practices.

If a customer enhancement request cannot be delivered in time to meet a Customer's critical business need and it meets our "best land management practices and generic tests, then a Customer or group of Customers may request EnerGov to deliver the enhancement outside of a standard product release. This will be done at the Customer's cost on a "time and materials" basis. In most cases enhancements sponsored in this manner will be rolled into the standard product in one of the next releases.

6 General Terms of Software Support

6.1 Software definition of the EnerGov System The EnerGov system includes only the EnerGov software suite of products. The EnerGov system does not include components outside ofthe EnerGov Products (e.g., operational questions, network problems, database errors, phone lines, or configuration).

6.2 Coverage EnerGov covers the diagnosis and repair of product faults in EnerGov Products. Faults are defined as processing which prevents the product from performing as designed. EnerGov reserves the right to classify issues as faults, feature enhancements, or non-product related issues. Faults are covered in this agreement. Suggested product feature enhancements are taken as information to be considered in future version releases. Non-product related issues are often the root cause of apparent EnerGov Product faults. These are likely to be database errors, network problems, firewall issues, or operating system configuration errors. Support does not cover resolving nonEnerGov product problems, such as database, operating system, network or other related applications, which are directly affecting the performance and abilities ofEnerGov products. EnerGov support will work with you to identify the source of these problems. When a non-product related issue is identified as the root cause, it is the customer's responsibility to resolve the problem. If the Customer desires additional EnerGov assistance on a non-product related issue, "time and material" charges will apply, over and above the fees paid for EnerGov Support.

6.3 On-Site Support The fee for EnerGov Support does not cover the cost ofEnerGov employees traveling to a customer's site to resolve product issues. EnerGov will attempt to resolve all issues without travel; however, if travel is required to resolve a Priority 1 or 2 issue, the customer is responsible for all travel expenses. EnerGov will not charge for the labor to resolve a product-related issue or technical question.

EnerGov reserves the right to handle all support related issues remotely as a first level of support until all attempts to resolve the issue have been exhausted, and the Customer agrees in advance to pay the travel expense. The fee for EnerGov Supp01i does not cover the cost to assist in performing product upgrades on-site. In most cases, with qualified Customer personnel, phone and dial-in/internet (webinar) support for upgrades is sufficient. However, when releases involve database changes or any customization has been



performed, and it is desired to minimize impact on the production environment, then it is often advisable to use EnerGov assistance in performing the upgrade. Time and travel expense will be charged at the then current rates.

6.4 Exceptions Any problem resulting from the misuse, improper use, unauthorized alteration, or damage of the software; any problem caused by the modification not authorized by EnerGov; or any problem resulting from the combination ofEnerGov Products with hardware, programming or other equipment to the extent such combination has not been approved by EnerGov are not covered by this EnerGov Support agreement. Any resolution to these problems will be on a "time and materials" basis at the then current Professional Services rates for Technical Consultants.

6.5 Limitation on Back-Level Support If Customer chooses not to install any Release, EnerGov will, at Customer's request, use its reasonable efforts to maintain versions of the Software prior to the Current Release (and the one Release immediately preceding the Current Release), subject to an additional charge, and subject to availability ofEnerGov technical support staff.



7 Appendix A: Customer Support Priority Levels- Fault and Non-Fault Levels

Priority Level Definition EnerGov Response Goal Resolution Time

Production/system is down and work 1 cannot continue until problem is fixed. All parties to work continuously ASAP, with status reports

Or system is executing but not usable* until problem is resolved. daily if not fixed within 24 output is generated. hours. Inaccurate or loss of business data. The output is not being saved correctly Work should continue on a 72 hours, with status reports

2 or the defect prevents the nominal** normal workday basis until a every two days, if not fixed solution from being generated. permanent solution is in place. within 72 hours. Problem is occurring in a business critical module, and there is no work-around. Issue is not critical to the business or Resolution is worked into a

3 there is a workaround to an otherwise planned project repair and Next Available Release priority 1 or 2 issue. development schedule.

Resolution deferred or Non-Fault trivial, cosmetic, "aught-to- development efforts are scheduled Future Release

4 be" or ease of use issues in the involved program(s) or software module.

Non-Fault Support: Ifthere is an urgent business need 5 -New-report creation, outside the for a report modification, advise

contracted scope of work from the the Help Desk Technician. (ask for a time quote) initial implementation, is available for additional costs. Assistance with modifications to existing reports is accomplished as time permits. Other non-fault support requests are handled as time permits, usually immediately or, in some cases, after scheduling through the user.

*Not usable is defined as the customer cannot use the product in the live production environment to fulfill a critical business need, for which the product was intended. ** Nominal is defined as the output normally generated when no anomalies are occurring.


8 Appendix B: Technical Contacts- Minimum Recommended Training

The following minimum recommended training is necessary for your Technical Contacts to perform basic system and database administration and to allow EnerGov to effectively provide the support outlined in this document. Please note that systems administration of the EnerGov product is not included within EnerGov's standard support and maintenance.

• Basic application specific functions and utilities (provided as part of a typical EnerGov Install as System Administration training):

o Start-up Shut-down EnerGov Product o Insert, Update, and Delete basic setup data through EnerGov Product o Setup, add, modify, and delete, specific business data and fees o Troubleshoot basic EnerGov application o Add and Modify users, roles, and permissions

• Intermediate application diagnostic and correction skills (provided by EnerGov as additional training):

o Be able to back-up and restore your database o Understand and know how to configure your ini files o Able to apply upgrades o Learn how to diagnose common errors o Attach, Detach, and backup of EnerGov database o Basic Crystal Report Writing training

Note: EnerGov provides technical support under EnerGov's standard suppmi and maintenance program. If system or database administration support is requested and provided, EnerGov will bill for the time required on an hourly basis at its then current, published rates.


EXHIBIT9

Tyler Technologies, Inc:.

EnerGov Solutions

2160 Satellite Boulevard Suite 300 Duluth, Georgia 30097

Phone 888.355.1093 Fax 678.474.1002

TO

PURCtiASES:

Alvan Turner, PMP, PMOC Project Manager 1401 Main Street, Suite 1000 Columbia, SC 29201 Mobile: 803-315-3587

ITEM# DESCRIPTION

On-Site lmplemematlon Sei'IIICI!s to Include: , Project Management and Configuration Services , Enable 6 request types within the Request Manasement Console for online submission via the EnerGov Citizen Access ePortal, and ensure anonymous requests are DISABLED.

"' Development of a comprehenSive Acceptance Test Plan to be utilized to ensure that all Business License rates calculate property in CAP and all outsta ndins EnerGov Citizen Access ePortal

l configuration issues are resolved successfully prior to production

"' Ensure that all CAP application navigation issues are resolved. , Ensure successful integration with third· party payment vendor SC.Gov. This Includes payment acceptance, correct payment type reporting. post back, database update and CAP display of correct account status , Dellver a mutualiy understood, documemed, and repeatable procedure for upgrading the Otlzen Access module. Vendor will deliver documentation on configuration settings.

"' Fill out change log as a standard practice when workins on City of Columbia servers.

OD-Site Training Service• (32 hours) to lndude: , Admlnistroti!lt! Training on the EnerGov Business License, Remittance and Request Managemem Consoles

;1. , Admit~isf:l'llfj"" Training on the standard protocol tor upgradlnc the LnerGov Appliu.loon and applying software patches

,; Administrative Training on the configuration and utilimion of the EnerGov Citizen Access ePortal {i.e. new logins, new license apps etc.)

EXPIRATION 12/31/13 IF #III:CEPTED illY CIJSTOMIEI'! AND 'I'VUE!! 'I'ECHi'ilOlOG!IES, AU TERMS

AND COIIIDI'nONS Of THE OI:UG!i\IAJ. MASTER WSTOMIE!'i AG!W:ME!\11

AI'Pl\', AE AMENDED

PLEASE FAX/ EMAil ORDER TO: GMAG!\I~lYLEIUECH.OOM 678.474..1002

ATIN: GAI~TH MAGI\l.!!SS

I [ For internal use only] I l '

DURATION UNIT PRICE NOTES LINE TOTAL

Reduced rate

80 hours end 2 of$149/ hour

resource trips $149/ offered

$11,920 hour (standard

(I'M) effective r"te is $175/ hour}

Reduced rata 3211cursand 2 of $149/ hour resource trip• $149/ offeted

$4,168 (PM and hour (standard Trainer! effective rate

Is $175 I hour}

•

On-Site Users Acceptance Testing (UAT) (40 hours) to include: Reduced rate ./ Testing and slgnoff on each applicable component based upon mutually agreeable criteria to 40 hours and 2 of $149/ hour

3 ensure that system is ready for production resource trip.s $149/ offered

$5,960 ./ Conduct Acceptance Criteria Testing (City of Columbia designated staff) (PM and hour (standard ./ Resolve Acceptance fallures to meet criteria (Tyler EnerGov) Trainer) effective rate

"' Retest until Acceptance criteria met or full hours consumed (City of Columbia designated staff) is $175/ hour)

On-Site Production Support 132 hours) to Include: Reduced rete of $149/ hour

./ On-site Production Support to support Citizen Access ePortal Go Uve 32 hours and 1 $149/ offered 4

trip (PM) hour (standard $4,768

effective rate is $175/ hour)

. f--· -----Travel Expenses Reduced by

./ Travel expenses for project duratlon week $1,400 I $JOG I trip to 5 ./ Includes Ground transportation, fuel, lodging and per diem. 7 total trip.s trip/ reflect driving $9,800

resource as opposed to flying

*All Professional Services listed above are billed monthly as delivered. All travel expenses are billed monthly as TOTAL COST $37,216

incurred.

ADDITIONAL TERMS AND CLARIFICATIONS

1. The City of Columbia ("the City) has requested that Tyler provide the option for Tyler staff to perform application upgrades in the event that City staff encounters an internal resource shortage. Tyler agrees to provide this service upon reasonable advance request. Tyler will bill the City for application upgrade services performed at Tyler's then-current time and materials rate. The effective billing rate as of this order is $175/hour.

2. The City has specified the following task as a deliverable: "Deliver code for the Citizen Access functionality that will pass industry standard security penetration testing." The parties have mutually agreed that subjecting the EnerGov Citizen Access Portal to penetration testing Is the responsibility of the City. If the Citizen Access Portal application should fail penetration testing and specific corrections need to be made to the application or underlying code in order for it to pass, Tyler will work with the City to develop a mutually agreeable plan for ensuring that the code the City presents for security penetration testing is remediated to meet the testing requirements. Any such plan will include a statement of required Tyler services and, if appropriate, the associated

costs to the City for Tyler to perform those services, as well as a reasonable tlmeframe within which those services are to be provided. Nothing herein gives the City the right to Tyler source code or other proprietary Tyler Information, including but not limited to Tyler's Intellectual property, on any terms or conditions not previously agreed to by the parties.

APPROVAL

·~-~------------------

Date of Purchase:

Project Scheduling Sign Off

Client: Columbia, SC Date: 12/26/2013 Generated By: Jason DeFoe. Training Manager Authorized By: Mark Beverly. V .P of Operations

I

[:

Columbia, SC is approaching the launch of EnerGov's ePortal for business licensing. As such, Tyler Technologies (Tyler) will need to make corresponding travel arrangements for a training resource. The current schedule calls for a Tyler Resource to be on-site for the week of January 13, 2014.

' Training will consist of end-user training regarding business licensing and EnerGov's ePortal, as well as System Administration topics related to the use of these features.

As such, the client is signing this document to indicate their approval for Tyler to schedule travel arrangements for the aforementioned date. The client understands that any deviation from the schedule as currently set out may result in travel costs that cannot be changed and therefore will be billed to the city.

Acceptance of the above

Prim Name:, 0. t=~~ &~~ Signature: ~· ~ C Date:

{Please return signed copy to the EnerGov project team, or faK to {678} 474·1002)

EXHIBIT 10

ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY)

~ 02/28/2014

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER 1-617-723-7775 CONTACT Seamus King NAME: Hays Companies of New England

rttgNJo.Extl: 617.778.5069 I ~~~-No\: 617.723.5155 133 Federal Street

E·MAIL sking®hayscompanies.com ADDRESS: ----·------------· 2nd Floor ~~~~~~~~ ID #: TYLER- 2 Boston, MA 02110 Thomas Honan INSURER@)_ AFFORDING COVERAGE NAIC# __

INSURED INSURER A: ATLANTIC SPECIALTY INS CO 27154 Tyler Technologies, Inc.

INSURER B: ILLINOIS NATL INS CO 23817 ··--------·-----5101 Tennyson Parkway INSURERC:

Plano, TX 75024 INSURERD:

INSURERE:

INSURERF:

COVERAGES CERTIFICATE NUMBER· 38655445 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR TYPE OF INSURANCE ~~~~i.~~ ~~ghl%MVv1 ~~grJ%~~ LIMITS LTR POLICY NUMBER

A GENERAL LIABILITY 711013784-0001 03/01/1~ 03/01/15 EACH OCCURRENCE $ 1,000,000 c-~~~~~~~?E~~~J~?ence \ X COMMERCIAL GENERAL LIABILITY $ 1,000,000

r--0 CLAIMS-MADE 0 OCCUR r-- MED EXP (Any one person) $10,000

PERSONAL & ADV INJURY $ 1,000,000 -

GENERAL AGGREGATE $ 2, 000,000 -GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS· COMP/OP AGG $ 2, 000,000

1 POLICY n ~e-R-r fX.l LOC $ A AUTOMOBILE LIABILITY

I

711013784-0001 03/01/1 03/01/15 COMBINED SINGLE LIMIT $ 1,000,000 - (Ea accident) X ANY AUTO - BODILY INJURY (Per person) $

ALL OWNED AUTOS r-- BODILY INJURY {Per accident) $

f-. SCHEDULED AUTOS PROPERTY DAMAGE

!X HIRED AUTOS (Per accident) $

!---X

1--NON-OWNED AUTOS $

X COMP/COLL OED. $500 $

A X UMBRELLA LIAB M OCCUR 711013784-0001 03/01/1 03/01/15 EACH OCCURRENCE $ 15,000,000

--EXCESS LIAB CLAIMS-MADE AGGREGATE $ 15,000,000

DEDUCTIBLE $ -

RETENTION $ $

A WORKERS COMPENSATION 406040422-0001 03/01/1 03/01/15 x I f6f sTfJHs I lOTH-AND EMPLOYERS' LIABILITY Y/N

T RY Ll IT ER

ANY PROPRIETOR/PARTNER/EXECUTIVE ~ E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L. DISEASE • EA EMPLOYEE $ 1,000,000

~~st~lPTl~N ~~~PERATIONS below I E.L. DISEASE • POLICY LIMIT $ 1, 000,000 B !PROFESSIONAL LIABILITY 01-593-30-05 11/17/1 11/17/14 AGGREGATE 10,000,000

I

I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Evidence of Insurance.

CERTIFICATE HOLDER

Evidence of Insurance

' mboisvert ACORD 25 (2009/09) 38655445

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

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EnerGov Enterprise Server Cost Proposal

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