1 SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler’s proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows:
SECTION A – DEFINITIONS
• “Agreement” means this Software as a Service Agreement. • “Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B.
• “Client” means the City of Emeryville, California.
• “Data” means your data necessary to utilize the Tyler Software. • “Data Storage Capacity” means the contracted amount of storage capacity for your Data identified in the Investment Summary.
• “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation.
• “Defined Users” means the number of users that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A contains Enterprise Permitting & Licensing labeled software, defined users mean the maximum number of named users that are authorized to use the Enterprise Permitting & Licensing labeled modules as indicated in the Investment Summary.
• “Developer” means a third party who owns the intellectual property rights to Third Party Software.
• “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement.
• “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • “Investment Summary” means the agreed upon cost proposal for the products and services attached as Exhibit A.
Exhibit A
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 2 • “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B.
• “Order Form” means an ordering document that includes a quote or investment summary and specifying the items to be provided by Tyler to Client, including any addenda and supplements thereto.
• “SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary. • “SaaS Services” means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services. • “SLA” means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C.
• “Statement of Work” means the industry standard implementation plan describing how our professional services will be provided to implement the Tyler Software, and outlining your and our roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit E.
• “Support Call Process” means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C.
• “Third Party Hardware” means the third party hardware, if any, identified in the Investment Summary.
• “Third Party Products” means the Third Party Software and Third Party Hardware. • “Third Party SaaS Services” means software as a service provided by a third party, if any, identified in the Investment Summary.
• “Third Party Services” means the third party services, if any, identified in the Investment Summary.
• “Third Party Software” means the third party software, if any, identified in the Investment Summary.
• “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Products or other parties’ products or services, as applicable, and attached or indicated at Exhibit D.
• “Tyler” means Tyler Technologies, Inc., a Delaware corporation. • “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.
• “we”, “us”, “our” and similar terms mean Tyler.
• “you” and similar terms mean Client.
SECTION B – SAAS SERVICES
1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 3 as further described in Section C(9). The foregoing notwithstanding, to the extent we have sold you perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are receiving SaaS Services, your rights to use such Tyler Software are perpetual, subject to the terms and conditions of this Agreement including, without limitation, Section B(4). We will make any such software available to you for download.
2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount of Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s).
3. Ownership.
3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services.
4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement.
5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in Section C(9), below, the SLA and our then current Support Call Process.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 21. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. The scope of audit coverage varies for some Tyler Software solutions. Upon execution of a mutually agreeable Non-Disclosure Agreement (“NDA”), we will provide you with a Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 4 summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which you make a written request, we will provide that same information. If our SaaS Services are provided using a 3rd party data center, we will provide available compliance reports for that data center.
6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In either event, databases containing your Data will be dedicated to you and inaccessible to our other customers.
6.3 Our Tyler data centers have fully-redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event of a data center failure, we reserve the right to employ our disaster recovery plan for resumption of the SaaS Services. In that event, we commit to a Recovery Point Objective (“RPO”) of 24 hours and a Recovery Time Objective (“RTO”) of 24 hours. RPO represents the maximum duration of time between the most recent recoverable copy of your hosted Data and subsequent data center failure. RTO represents the maximum duration of time following data center failure within which your access to the Tyler Software must be restored.
6.4 We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. We will provide you with a written or electronic record of the actions taken by us in the event that any unauthorized access to your database(s) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer.
6.5 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific.
Should you request a client-specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request.
6.6 We will be responsible for importing back-up and verifying that you can log-in. You will be responsible for running reports and testing critical processes to verify the returned Data.
6.7 We provide secure Data transmission paths between each of your workstations and our servers.
6.8 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel.
Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 5 6.9 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/aboutus/compliance, and in the event of any change in our status, will comply with applicable notice requirements.
SECTION C – PROFESSIONAL SERVICES
1. Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary and described in the Statement of Work.
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours.
3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote.
4. Cancellation. If you cancel services less than four (4) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) daily fees associated with cancelled professional services if we are unable to reassign our personnel and (b) any non-refundable travel expenses already incurred by us on your behalf. We will make all reasonable efforts to reassign personnel in the event you cancel within four (4) weeks of scheduled commitments.
5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you.
6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.
7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 6 8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission).
9. Maintenance and Support. For so long as you timely pay applicable fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will:
9.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable release life cycle policy);
9.2 provide support during our established support hours;
9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services;
9.4 make available to you all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and
9.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy.
We will use all reasonable efforts to perform support services remotely. Currently, we use a third-party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain your VPN for backup connectivity purposes.
For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design; (c) other consulting services; or (d) support outside our normal business hours as listed in our thencurrent Support Call Process. Requested services such as those outlined in this section will be billed to Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 7 you on a time and materials basis at our then current rates. You must request those services with at least one (1) week’s advance notice.
SECTION D – THIRD PARTY PRODUCTS
1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.
2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party Software and related documentation for internal business purposes only. Your rights to the Third Party Software will be governed by the Third Party Terms.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant access to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products.
4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third-party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy.
SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2).
2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.
You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 8 SECTION F – TERM AND TERMINATION
1. Term. The initial term of this Agreement is equal to the number of years indicated for SaaS Services in Exhibit A, commencing on the first day of the first month following the Effective Date, unless earlier terminated as set forth below. If no duration is indicated in Exhibit A, the initial term is one (1) year. Upon expiration of the initial term, this Agreement will renew automatically for additional one (1) year renewal terms at our then-current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then-current renewal term. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement.
2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2).
2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don’t cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate.
2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section H(3).
2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more.
2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience.
SECTION G – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 9 1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties, or your willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.
2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement.
We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.
4. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED
ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 10 LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE
PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET
IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED
UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2).
5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request.
SECTION H – GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then-current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum.
2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date.
3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 11 4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement.
5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law.
6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld.
8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets.
9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event.
10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms.
11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 12 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law.
13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party.
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials.
17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 13 18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your Data. In the event we detect malware or other conditions associated with your Data that are reasonably suspected of putting Tyler resources or other Tyler clients’ data at risk, we reserve the absolute right to move your Data from its location within a multi-tenancy Tyler hosted environment to an isolated “quarantined” environment without advance notice. Your Data will remain in such quarantine for a period of at least six (6) months during which time we will review the Data, and all traffic associated with the Data, for signs of malware or other similar issues. If no issues are detected through such reviews during the six (6) month period of quarantine, we will coordinate with you the restoration of your Data to a non-quarantined environment. In the event your Data must remain in quarantine beyond this six (6) month period through no fault of Tyler’s, we reserve the right to require payment of additional fees for the extended duration of quarantine. We will provide an estimate of what those costs will be upon your request.
19. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license.
20. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law.
21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature.
Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement.
22. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement.
23. Data & Insights Solution Terms. Your use of certain Tyler solutions includes Tyler’s Data & Insights data platform. Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights data platform is subject to the Data & Insights SaaS Services Terms of Service, available at https://www.tylertech.com/terms/data-insights-saas-services-terms-of-service. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms.
24. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Exhibit E Statement of Work
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 14 IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below.
Tyler Technologies, Inc. City of Emeryville, California By: By:
Name: Name:
Title: Title:
Date: Date:
Address for Notices: Address for Notices:
Tyler Technologies, Inc. City of Emeryville
One Tyler Drive 1333 Park Avenue
Yarmouth, ME 04096 Emeryville, CA 94608-3517
Attention: Chief Legal Officer Attention: ______________________________ Approved as to Form:
By: ___________________________________
Name: John Kennedy
Title: City Attorney, City of Emeryville
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 Exhibit A
1 Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration date in the Investment Summary that may have lapsed as of the Effective Date.
Tyler sales quotation to be inserted prior to Agreement execution.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 2024-497294-V8F4Q6 CONFIDENTIAL Page 1
Quoted By: Chuck Newberry
Quote Expiration: 3/17/25
Quote Name:
Sales Quotation For:
City of Emeryville
1333 Park Ave
Emeryville CA 94608-3517
Phone: +1 (510) 596-3700
Tyler SaaS
Description Term Monthly Fee Users/Units Annual Fee
Enterprise Permitting & Licensing Core Software
Enterprise Permitting & Licensing User $ 201 45 $ 108,765 Enterprise Permitting & Licensing Foundation $ 1,051 1 $ 12,610 Community Development Suite $ 613 1 $ 7,356
Enterprise Permitting & Licensing Extensions
eReviews $ 920 1 $ 11,034
Decision Engine $ 533 1 $ 6,400
Enterprise Permitting & Licensing - Read Only User $ 31 1 $ 366 Sub-Total: $ 146,531
Less Discount $ 43,955
TOTAL 3.00 $ 102,576
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 2024-497294-V8F4Q6 CONFIDENTIAL Page 2
Professional Services
Description Quantity Unit Price
Extended
Price Maintenance
Professional Services
Configuration Training - On Site 40 $ 250 $ 10,000 $ 0
Custom Forms/Letters 2 $ 3,000 $ 6,000 $ 0
Custom Reports/Outputs 2 $ 5,000 $ 10,000 $ 0
Data Conversion Services 80 $ 250 $ 20,000 $ 0
End User Training - Onsite 40 $ 225 $ 9,000 $ 0
Professional Implementation Services - Onsite 160 $ 225 $ 36,000 $ 0 Professional Implementation Services - Remote 440 $ 200 $ 88,000 $ 0 Project Management Services - Remote 240 $ 200 $ 48,000 $ 0 Solutions Orientation Training - Onsite 40 $ 225 $ 9,000 $ 0 Sub-Total: $ 236,000
Less Discount: $ 20,000
TOTAL: $ 216,000 $ 0
Summary One Time Fees Recurring Fees
Total SaaS $ 102,576
Total Services $ 216,000 $ 0
Total Third-Party Hardware, Software, Services $ 0 $ 0
Summary Total $ 216,000 $ 102,576
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Contract Total $ 523,728
Estimated Travel Expenses $ 22,500
Comments
SaaS Monthly Fees are rounded to the nearest dollar. The Annual Fee value represents the cost to the customer.
Custom reports are ground up module level custom report based on client specification. A custom report returns data from multiple records based on selection criteria.
Custom Forms/Letters are ground up single record custom report based on client specifications. A form/letter returns data from a single record in EnerGov (permit, code case, etc).
Enterprise Permitting & Licensing Foundation includes GIS for EPL Users, Core Foundation Bundle, Advanced Automation Bundle, Data & Reporting Access, Report Toolkit, EPL API Toolkit and 1 TB of Storage Community Development Suite includes Civic Access for Community Development and Community Development Executive Insights Enterprise Permitting & Licensing User includes back-office and Workforce Mobile access eReviews enables electronic review and markup of submitted plans and other documentation by client personnel. eReviews requires Bluebeam Studio Prime, at an estimated yearly subscription cost of $3,000/100 users. eReviews also requires Bluebeam Revu licenses for agency staff that is involved in the review, markup, and management of electronic plans. Bluebeam Revu licenses are approximately $300 per user per year. Bluebeam Studio Revu and Bluebeam Prime are to be purchased separately by the client.
Investment Summary Notes
In the event the Client cancels services less than two(2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client’s behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
Delays in completion, reviews, and/or acceptance of any deliverable by the Client will result in an increase in the duration of the project and will require a Change Order for any additional costs associated with the delay, including but not limited to additional hours for project management, deliverable development and review.
Standard project management responsibilities include project plan creation, initial stakeholder presentation, bi-weekly status calls, updating of project plan statuses, and go-live planning activities.
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Implementation hours are scheduled and delivered in four(4) or eight(8) hour increments.
Tyler resources will configure and test basic Enterprise Permitting & Licensing functionality including global settings, and preliminary user roles.
It is the client’s responsibility to provide and maintain the GIS services to be used by the Tyler Enterprise Permitting & Licensing applications. Tyler will provide guidelines to be followed for such services.
Enterprise Permitting and Licensing Implementation: This will be a shared services implementation where Tyler leads and owns the configuration of 10 unique case types to be used as examples for the remaining configuration to be completed by the client. For each unique case type Tyler implements, we assume our experienced Consultant expends 25-30 hours per process for definition, configuration, and issue resolution. Tyler will also build out our standard geo-rules and standard automation events included in the application. Configuration elements beyond this will be owned by the client.
Tyler Technologies’ Enterprise Permitting and Licensing implementation team will be primarily responsible for the following implementation tasks:
•Training on how to use Enterprise Permitting and Licensing •Training and providing guidance on how to configure and maintain Enterprise Permitting and Licensing •Setup of Enterprise Permitting and Licensing GIS Map
•Setup of Enterprise Permitting and Licensing GIS Live Link •Setup of Civic Access GIS Map (as applicable, based on contract) •Setup of Civic Access ArcGIS Integration (as applicable, based on contract) •Setup of Civic Access Payments (as applicable, based on contract and client having secured an appropriate payment gateway) •Setup and testing of Tyler-to-Tyler integrations (Munis, Tyler Cashiering, Tyler Content Management, Tyler Incident Management, as applicable based on contract)
•Setup of Workforce Mobile licenses (as applicable, based on contract) The client subject matter experts (SMEs) should be available approximately 25 – 50% (Dependent on the number of processes to be configured) of any given week throughout the project in order to perform configuration in addition to scheduled time with Tyler’s Enterprise Permitting and Licensing consultant. The client configuration team should expect to spend somewhere between 30 to 45 hours of implementation time per process after their completion of configuration training.
These client SMEs will be responsible for the following general configuration tasks:
•Enterprise Permitting and Licensing Case Type Setup (and all associated items required to configure) •Enterprise Permitting and Licensing System Setup Configuration (Holidays, Zones, Hold Types, Hearing Types, etc.) •Enterprise Permitting and Licensing Report Setup’s dynamic custom fields •Enterprise Permitting and Licensing User/User Role Setup •Enterprise Permitting and Licensing Workflow/Workflow Template Setup (WF Actions, Steps, Templates, Submittal Types, Item Reviews etc.) •Civic Access Experience (Civic Access Case Types, Civic Access Geo Rules, Civic Access Themes, Headers, Menus, Security Settings, etc.) Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 2024-497294-V8F4Q6 CONFIDENTIAL Page 5
•Enterprise Permitting and Licensing Automation Events (Intelligent Objects, standard Intelligent Queries). This covers automation tasks like E-mails, Tasks, Geo Rules, etc.
•Other configuration as desired by client
Civic Access is the online portal for the client's citizens. Tyler will ensure the online portal is operating and is connected to GIS, complete the payment portal configuration, and provide Civic Access configuration training. The client is responsible for the configuration of making applications available online as well as any other components that fall outside of what was mentioned prior. eReviews enables electronic review and markup of submitted plans and other documentation by client personnel. eReviews requires Bluebeam Studio Prime, at an estimated yearly subscription cost of $3,000/100 users to be purchased separately by Client. Further pricing detail is upon request.
Workforce Mobile - iG Inspect and iG Enforce provide a mobile solution for field personnel to capture inspection and code data remotely. Tyler will assist to connect IG Apps to the Enterprise Permitting & Licensing suite, and support testing. These applications are available on iOS.
Decision Engine is a web-based application that utilizes yes/no questions to guide citizens through online applications. Tyler will ensure and troubleshoot the connection and provide application configuration training. The client is responsible to design and implement questionnaires. "Tyler Hub is a platform that allows clients to set up individual dashboard to visualize data. Tyler resources will assist to tie the application to Enterprise Permitting & Licensing data and demonstrate how to set up user dashboards. The client will be responsible to set up and maintain user dashboards.
Tyler will be responsible for connecting the Enterprise Permitting & Licensing data source to Tyler Hub. Tyler will provide training to the client to demonstrate how to personalize user views. It is the Client's responsibility to personalize user views. Any additional data source connections to Tyler Hub will incur additional costs."
DCT-DB Conversion - The Client will populate the Data Conversion Template database with their legacy data to be used for the conversion. Tyler will guide and support the Client during this process to ensure success in its population and actual conversion. Once the Data Conversion Template database has been populated by the Client, Tyler will produce the mapping document to provide to the Client to match Legacy Data to new Enterprise Permitting & Licensing fields. The client reviewed and approved mapping document will be used within the standard conversion utility. There will be a total of 2 conversion passes, 1 mock go-live conversion pass, and 1 go-live conversion pass as a scope to this implementation.
Report Development
There are 2 custom reports and 2 forms/letters in the scope of this implementation. Should the client request to include this into the scope of the project at a future point, it will need to go through Tyler’s standard change control process.
Enterprise Permitting & Licensing API Implementation & Support Services provided by Tyler are limited to installation of the API and guidance to the Client's integration development resources. Tyler does not provide integration development services for Enterprise Permitting & Licensing API/SDK toolkits. The Client (or a selected third party integrator) will perform all development work against the API/SDK.
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Training Policy - The client receives and will be billed for up to 32 hours of direct interaction with Trainers. Note that this time is billed in daily blocks at 8 hours for the day. Totaling 4 days of training time. The client will also be billed for up to 8 hours of setup and prep time. This allows our Trainers to become familiar with individual clients and their needs. While the Training is generic, our Trainers always spend time familiarizing themselves with client environments.
Trainings included as a part of this implementation are:
Solutions Orientation Training: Introductory training course built for the needs of each of our clients. This training is designed to achieve the following objectives:
• Learn general terminology
• Experience the basic functionality of the software
• Explore the configuration options of the software
• Encourage client-side discussions of desired configuration • Discover some of the software capabilities available for consideration • Improve communication between Tyler and the client through software knowledge • Prepare the client for the Assess & Define process through defining business processes Configuration Training: During this training, the trainer will teach end user functionality of the modules as well as the configuration of each. We want to ensure that the configuration team is ready to do their job in the overall administrative process. This training is designed to achieve the following objectives:
• Learn general terminology
• Experience the basic functionality of the software
• Understand best practices for configuration standards Train the Trainer Training: Train-the-Trainer is designed to develop Subject Matter Experts (SME’s) for your municipality. Trainers will teach relevant end-user sessions, and attendees will follow with their own demonstration of the presented topics. Each attendee will be evaluated based on software knowledge and knowledge retention.
This training is designed to achieve the following objectives:
• Prepare SMEs to train end-users on basic functionality of the Enterprise Permitting & Licensing powered by EnerGov software system • Prepare lesson plans for the municipality to use during training • Demonstrate knowledge transfer through teach backs
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 Exhibit B
1 Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees will be at our then-current rates.
2. Other Tyler Software and Services.
2.1 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary.
2.2 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis.
2.3 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance to load the converted Data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis.
2.4 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in this Agreement.
2.5 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
2.6 Web Services: Annual fees for web services are payable in advance, commencing upon the availability of the service. Your annual fees for the initial term are set forth in the Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 Exhibit B
2 Investment Summary. Upon expiration of the initial term, your annual fees will be at our then-current rates.
2.7 Annual Services: Unless otherwise indicated in this Exhibit B, fees for annual services are due annually, in advance, commencing on the availability of the service. Your annual fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual fees will be at our then-current rates.
3. Third Party Products and Hardware.
3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading.
3.2 Third Party Software Maintenance: The first year maintenance fee for the Third Party Software is invoiced when we make it available to you for downloading. Subsequent annual maintenance fees for Third Party Software are invoiced annually, in advance, at thencurrent rates, upon each anniversary thereof.
3.3 Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
3.4 Hardware Maintenance: The first year maintenance fee for Hardware is invoiced upon delivery of the hardware. Subsequent annual maintenance fees for hardware are invoiced annually, in advance, at then-current rates, upon each anniversary thereof.
3.5 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary.
3.6 Third Party SaaS: Third Party SaaS Services fees, if any, are invoiced annually, in advance, commencing with availability of the respective Third Party SaaS Services. Pricing for the first year of Third Party SaaS Services is indicated in the Investment Summary. Pricing for subsequent years will be at the respective third party’s then-current rates.
4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in the Investment Summary and may be increased by Tyler upon notice of no less than thirty (30) days.
5. Expenses. The service rates in the Investment Summary do not include travel expenses.
Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B as Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting [email protected].
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 Exhibit B
Schedule 1
1 Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations & Tickets
The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee’s total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee’s total trip duration, the connecting flight should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required.
Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have many restrictions that outweigh the cost-savings.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags
Baggage fees for sports equipment are not reimbursable.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 Exhibit B
Schedule 1
2 2. Ground Transportation
A. Private Automobile
Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations.
Employees who have been designated a home office should calculate miles from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented.
3. Lodging
Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. “No shows” or cancellation fees are not reimbursable if the employee does not comply with the hotel’s cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 Exhibit B
Schedule 1
3 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration.
Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below.
Departure Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon
Return Day
Dinner
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows:
Breakfast 15%
Lunch 25%
Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 Exhibit B
Schedule 1
4 5. Internet Access – Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable.
6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the “lowest practical coach fare” with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed.
When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable.
The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.
Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 Exhibit C
1 Exhibit C
SERVICE LEVEL AGREEMENT
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. All othersupport services are documented in the Support Call Process. This SLA does not apply to any Third Party SaaS Services. All other support services are documented in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement.
Actual Attainment: The percentage of time the Tyler Software is available during a calendar month, calculated as follows: (Service Availability – Downtime) ÷ Service Availability.
Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third-party providers over whom we exercise no control.
Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present.
Emergency Maintenance Window: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client.
Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window.
Service Availability: The total number of minutes in a calendar month that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure. Service Availability only applies to Tyler Software being used in the live production environment.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week.
III. Service Availability
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number.
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2 b. Our Responsibilities
When oursupport team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Planned Downtime, a Client Error Incident, denial of service attack or Force Majeure). We will also work with you to resume normal operations.
c. Client Relief
Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the SaaS Fees paid for the calendar month.
In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen (15) days of the end of the applicable month. We will respond to your relief request within thirty (30) days of receipt.
The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption.
Credits are only payable when Actual Attainment results in eligibility for credits in consecutive months and only for such consecutive months.
Client Relief Schedule
Actual Attainment Client Relief
99.99% - 99.70% Remedial action will be taken
99.69% - 98.50% 2% of SaaS Fees paid for applicable month
98.49% - 97.50% 4% of SaaS Fees paid for applicable month
97.49% - 96.50% 6% of SaaS Fees paid for applicable month
96.49% - 95.50% 8% of SaaS Fees paid for applicable month Below 95.50% 10% of SaaS Fees paid for applicable month * Notwithstanding language in the Agreement to the contrary, Recovery Point Objective is one (1) hour.
IV. Maintenance Notifications
We perform Standard Maintenance during limited windows that are historically known to be reliably low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you.
Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable, that the Tyler Software will be unavailable during the maintenance window.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 Exhibit C
Schedule 1
1 Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website.
A built-in Answer Panel provides users with resolutions to most “how-to” and configurationbased questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case.
(2) Email – for less urgent situations, users may submit emails directly to the software support group.
(3) Telephone – for urgent or complex questions, users receive toll-free, telephone software support.
* Channel availability may be limited for certain applications.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support experience:
(1) Tyler Website – www.tylertech.com – for accessing client tools, documentation, and other information including support contact information.
(2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7.
(3) Tyler Community –provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (4) Tyler University – online training courses on Tyler products.
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday – Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Tyler’s holiday schedule is outlined below. There will be no support coverage on these days.
New Year’s Day Labor Day
Martin Luther King, Jr. Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 Exhibit C
Schedule 1
2 such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below.
We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment.
Incident Handling
Incident Tracking
Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler’s Customer Portal or by calling software support directly.
Incident Priority
Each incident is assigned a priority level, which corresponds to the Client’s needs. Tyler and the Client will reasonably set the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain “characteristics” may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the Client towards clearly understanding and communicating the importance of the issue and to describe generally expected response and resolution targets in the production environment only.
References to a “confirmed support incident” mean that Tyler and the Client have successfully validated the reported Defect/support incident.
Priority
Level Characteristics of Support Incident Resolution Targets* 1 Critical
Support incident that causes (a)
complete application failure or
application unavailability; (b)
application failure or unavailability in
one or more of the client’s remote
location; or (c) systemic loss of
multiple essential system functions.
Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within one (1) business
day. For non-hosted customers, Tyler’s responsibility
for lost or corrupted data is limited to assisting the
Client in restoring its last available database.
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Schedule 1
3 Priority
Level Characteristics of Support Incident Resolution Targets* 2 High
Support incident that causes (a)
repeated, consistent failure of
essential functionality affecting more
than one user or (b) loss or corruption
of data.
Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within ten (10) business
days. For non-hosted customers, Tyler’s
responsibility for loss or corrupted data is limited to assisting the Client in restoring its last available
database.
3 Medium
Priority Level 1 incident with an
existing circumvention procedure, or
a Priority Level 2 incident that affects
only one user or for which there is an
existing circumvention procedure.
Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents without the need for a
circumvention procedure with the next published
maintenance update or service pack, which shall
occur at least quarterly. For non-hosted customers,
Tyler’s responsibility for lost or corrupted data is
limited to assisting the Client in restoring its last
available database.
4 Noncritical
Support incident that causes failure of
non-essential functionality or a
cosmetic or other issue that does not
qualify as any other Priority Level.
Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents, as well as cosmetic
issues, with a future version release.
*
Response and Resolution Targets may differ by product or business need Incident Escalation
If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect.
Remote Support Tool
Some support calls may require further analysis of the Client’s database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Tyler’s support team must have the ability to quickly connect to the Client’s system and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request.
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1 Exhibit D
Third Party Terms
Koa Hills Terms. Your use of Koa Hills SaaS is governed by terms available here:
https://www.tylertech.com/Portals/0/Terms/Koa-Hills-Software-as-a-Service-Agreement.pdf. By signing a Tyler Agreement or Order Form containing Koa Hills SaaS, or accessing, installing, or using Koa Hills SaaS, you agree that you have read, understood, and agree to such terms.
Cornerstone OnDemand Terms. Your use of Cornerstone OnDemand software and services is subject to terms found here: https://s3.us-east1.amazonaws.com/sumtotalsystems.com/prod/images/cornerstone-terms-of-use.pdf. By signing a Tyler Agreement or Order Form including Cornerstone software or services, or accessing, installing, or using Cornerstone software or services, you agree that you have read, understood, and agree to such terms. In addition, implementation of Cornerstone software and services requires inclusion of a Cornerstone Statement of Work.
DocOrigin Terms. Your use of Tyler Forms software and forms is subject to the DocOrigin End User License Agreement available for download here: https://eclipsecorp.us/eula/. By signing a Tyler Agreement or Order Form including Tyler forms software or forms, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.
Emphasys Terms. Your use of SymPro software and services is governed by terms available here: https://tylertech.com/portals/0/terms/Emphasys-Software-Agreement/Emphasys-SoftwareAgreement.pdf. By signing a Tyler Agreement or Order Form containing such software or services, or accessing, installing, or using SymPro software or services, you agree that you have read, understood, and agree to such terms.
Envisio Terms. Your use of Envisio software and services is subject to the terms found here:
https://learn.envisio.com/Envisio_MasterServicesAgreement. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Envisio software or services, you agree that you have read, understood, and agree to such terms.
Fire Prevention Mobile Terms. Your use of Tyler’s Fire Prevention Mobile solutions is subject to the terms found here: https://www.tylertech.com/terms/fire-prevention-mobile-third-party-terms. By signing a Tyler Agreement or Order Form, or accessing, installing, or using the Fire Prevention Mobile solution, you agree that you have read, understood, and agree to such terms.
Pattern Stream Terms. Your use of Pattern Stream software and services is subject to the terms found here: https://www.tylertech.com/terms/finite-matters-ltd-consolidated-terms. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Pattern Stream software or services, you agree that you have read, understood, and agree to such terms.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 Exhibit D
2 Quatred Terms. Your use of Quatred solutions is subject to the End User License Agreement terms found here: https://www.quatred.com/eula. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Quatred solutions provided to you by Tyler, you agree that you have read, understood, and agree to such terms.
ThinPrint Terms. Your use of Tyler Forms software and forms is subject to the End User License Agreement terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway found here: https://www.thinprint.com/en/legal-notes/eula/. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.
Twilio Acceptable Use Policy. Your use of the Tyler solutions listed below includes functionality provided by a Third Party Developer, Twilio. Your rights, and the rights of any of your end users, to use said functionality are subject to the terms of the Twilio Acceptable Use Policy, available at http://www.twilio.com/legal/aup. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any such Tyler solution, you certify that you have reviewed, understand and agree to said terms. Tyler hereby disclaims any and all liability related to your or your end user’s failure to abide by the terms of the Twilio Acceptable Use Policy. Any liability for failure to abide by said terms shall rest solely with the person or entity whose conduct violated said terms. • Electronic Warrants
• Online Dispute Resolution
• Enterprise Justice Notifications Add On (text notifications) • Absence & Substitute
• Notify
• Enterprise Jury Manager
• Enterprise Supervision
• Virtual Court
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768 Exhibit E
1 Exhibit E
Statement of Work
Statement of Work to be inserted prior to Agreement execution.
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Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
SOW from Tyler Technologies, Inc.
11/1/2024
Presented to:
Michael Parenti
1333 Park Ave., Emeryville, CA 94608
Emeryville, CA 94608
Contact:
Chuck Newberry
Email: [email protected]
2530 Sever Road NW, Lawrenceville, GA 30043
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Table of Contents
PART 1: EXECUTIVE SUMMARY...............................................................................................................1 Project Overview............................................................................................................................. 1 Introduction ........................................................................................................................................ 1 Project Goals....................................................................................................................................... 1 Methodology....................................................................................................................................... 1 PART 2: PROJECT FOUNDATION .............................................................................................................3 Project Governance ......................................................................................................................... 3 Project Scope Control ...................................................................................................................... 4 Managing Scope and Project Change ................................................................................................. 4 Change Control ................................................................................................................................... 4 Change Request Management............................................................................................................ 4 Acceptance Process ......................................................................................................................... 6 Roles and Responsibilities................................................................................................................ 6 Tyler Roles & Responsibilities............................................................................................................. 6 Tyler Executive Manager............................................................................................................. 7 Tyler Implementation Manager.................................................................................................. 7 Tyler Project Manager................................................................................................................. 7 Tyler Implementation Consultant............................................................................................... 8 Tyler Sales ................................................................................................................................... 8 Tyler Technical Services.............................................................................................................. 8 Emeryville Roles & Responsibilities .................................................................................................... 9 Emeryville Executive Sponsor..................................................................................................... 9 Emeryville Steering Committee .................................................................................................. 9 Emeryville Project Manager...................................................................................................... 10 Emeryville Functional Leads...................................................................................................... 11 Emeryville Power Users ............................................................................................................ 11 Emeryville End Users................................................................................................................. 12 Emeryville Technical Lead......................................................................................................... 12 Emeryville Change Management Lead ..................................................................................... 13 PART 3: PROJECT PLAN........................................................................................................................... 14 Project Stages.................................................................................................................................14 Initiate and Plan ................................................................................................................................ 15 Initial Coordination ................................................................................................................... 15 Project/Phase Planning............................................................................................................. 16 Infrastructure Planning ............................................................................................................. 17 Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
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Stakeholder Meeting................................................................................................................. 18 GIS Planning .............................................................................................................................. 19 Control Point 1: Initiate & Plan Stage Acceptance.................................................................... 20 Assess & Define................................................................................................................................. 20 Solution Orientation.................................................................................................................. 20 Current & Future State Analysis................................................................................................ 21 This work package is not applicable.......................................................................................... 22 Conversion Assessment ............................................................................................................ 22 This work package is not applicable.......................................................................................... 23 Control Point 2: Assess & Define Stage Acceptance................................................................. 23 Prepare Solution ............................................................................................................................... 24 Initial System Deployment........................................................................................................ 24 Configuration ............................................................................................................................ 25 Process Refinement .................................................................................................................. 26 Conversion Delivery .................................................................................................................. 27 This work package is not applicable.......................................................................................... 29 This work package is not applicable.......................................................................................... 29 Control Point 3: Prepare Solution Stage Acceptance................................................................ 29 Production Readiness ....................................................................................................................... 29 Solution Validation.................................................................................................................... 30 Go-Live Readiness..................................................................................................................... 30 End User Training...................................................................................................................... 32 Control Point 4: Production Readiness Stage Acceptance........................................................ 33 Production......................................................................................................................................... 33 Go-Live ...................................................................................................................................... 33 Transition to Client Services...................................................................................................... 34 Post Go-Live Activities............................................................................................................... 35 Control Point 5: Production Stage Acceptance......................................................................... 36 Close.................................................................................................................................................. 36 Phase Closeout.......................................................................................................................... 37 Project Closeout........................................................................................................................ 38 Control Point 6: Close Stage Acceptance.................................................................................. 39 General Assumptions......................................................................................................................39 Project............................................................................................................................................... 39 Organizational Change Management............................................................................................... 39 Resources and Scheduling ................................................................................................................ 40 Data................................................................................................................................................... 40 Facilities............................................................................................................................................. 41 Glossary .........................................................................................................................................42 PART 4: APPENDICES ............................................................................................................................... 45 Conversion .....................................................................................................................................45 Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
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Additional Appendices................................................................................................................46 This work package is not applicable.................................................................................................. 46 Project Timeline..........................................................................................................................47 Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
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Part 1: Executive Summary
Project Overview
Introduction
Tyler Technologies (“Tyler”) is the largest and most established provider of integrated software and technology services focused solely on the public sector. Tyler’s end-to-end solutions empower public sector entities including local, state, provincial and federal government, to operate more efficiently and connect more transparently with their constituents and with each other. By connecting data and processes across disparate systems, Tyler’s solutions transform how clients gain actionable insights that solve problems in their communities.
Project Goals
This Statement of Work (“SOW”) documents the methodology, implementation stages, activities, and roles and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler and the Emeryville (collectively the “Project”).
The overall goals of the project are to:
Successfully implement the contracted scope on time and on budget Increase operational efficiencies and empower users to be more productive Improve accessibility and responsiveness to external and internal customer needs Overcome current challenges and meet future goals
Providing a single, comprehensive, and integrated solution to manage business functions Streamline business processes through automation, integration, and workflows Provide a user-friendly user interface to promote system use and productivity Eliminate redundant data entry
Methodology
This is accomplished by the Emeryville and Tyler working as a partnership and Tyler utilizing its depth of implementation experience. While each Project is unique, all will follow Tyler’s six-stage methodology. Each of the six stages is comprised of multiple work packages, and each work package includes a narrative description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix.
Tailored specifically for Tyler’s public sector clients, the project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the project methodology repeats consistently across Phases, and is scaled to meet the Emeryville’s complexity and organizational needs.
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The methodology adapts to both single-phase and multiple-phase projects.
To achieve Project success, it is imperative that both the Emeryville and Tyler commit to including the necessary leadership and governance. During each stage of the Project, it is expected that the Emeryville and Tyler Project teams work collaboratively to complete tasks. An underlying principle of Tyler’s Implementation process is to employ an iterative model where the Emeryville’s business processes are assessed, configured, validated, and refined cyclically in line with the project budget. This approach is used in multiple stages and work packages as illustrated in the graphic below.
The delivery approach is systematic, which reduces variability and mitigates risks to ensure Project success. As illustrated, some stages, along with work packages and tasks, are intended to be overlapping by nature to complete the Project efficiently and effectively.
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Part 2: Project Foundation
Project Governance
Project governance is the management framework within which Project decisions are made. The role of Project governance is to provide a decision-making approach that is logical, robust, and repeatable. This allows organizations to have a structured approach for conducting its daily business in addition to project related activities.
This section outlines the resources required to meet the business needs, objectives, and priorities for the Project, communicate the goals to other Project participants, and provide support and guidance to accomplish these goals. Project governance defines the structure for escalation of issues and risks, Change Control review and authority, and Organizational Change Management activities. Throughout the Statement of Work Tyler has provided RACI Matrices for activities to be completed throughout the implementation which will further outline responsibilities of different roles in each stage. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage.
The chart below illustrates an overall team perspective where Tyler and the Emeryville collaborate to resolve Project challenges according to defined escalation paths. If project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and the Emeryville Steering Committee become the escalation points to triage responses prior to escalation to the Emeryville and Tyler executive sponsors. As part of the escalation process, each Project governance tier presents recommendations and supporting information to facilitate knowledge transfer and issue resolution.
The Emeryville and Tyler executive sponsors serve as the final escalation point.
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Project Scope Control
Managing Scope and Project Change
Project Management governance principles contend that there are three connected constraints on a Project:
budget, timeline, and scope. These constraints, known as the “triple constraints” or project management triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the work performed to deliver a product, service or result with the specified features and functions, while time is simply defined as the schedule. The Triple Constraint theory states that if you change one side of the triangle, the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased, cost and time to complete will also need to increase. The Project and executive teams will need to remain cognizant of these constraints when making impactful decisions to the Project. A simple illustration of this triangle is included here, showing the connection of each item and their relational impact to the overall Scope.
A pillar of any successful project is the ability to properly manage scope while allowing the appropriate level of flexibility to incorporate approved changes. Scope and changes within the project will be managed using the change control process outlined in the following section.
Change Control
It may become necessary to change the scope of this Project due to unforeseeable circumstances (e.g., new constraints or opportunities are discovered). This Project is being undertaken with the understanding that Project scope, schedule, and/or cost may need to change to produce optimal results for stakeholders.
Changes to contractual requirements will follow the change control process specified in the final contract, and as described below.
Change Request Management
Should the need for a change to Project scope, schedule, and/or cost be identified during the Project, the change will be brought to the attention of the Steering Committee and an assessment of the change will occur. While such changes may result in additional costs and delays relative to the schedule, some changes may result in less cost to the Emeryville; for example, the Emeryville may decide it no longer needs a deliverable originally defined in the Project. The Change Request will include the following information:
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The nature of the change.
A good faith estimate of the additional cost or associated savings to the Emeryville, if any. The timetable for implementing the change.
The effect on and/or risk to the schedule, resource needs or resource responsibilities.
The Emeryville will use its good faith efforts to either approve or disapprove any Change Request within ten (10) Business Days (or other period as mutually agreeable between Tyler and the Emeryville). Any changes to the Project scope, budget, or timeline must be documented and approved in writing using a Change Request form. These changes constitute a formal amendment to the Statement of Work and will supersede any conflicting term in the Statement of Work.
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Acceptance Process
The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success of the Project that each Emeryville office or department designates specific individuals for making decisions on behalf of their offices or departments.
Both Tyler and the Emeryville will identify representative project managers. These individuals will represent the interests of all stakeholders and serve as the primary contacts between the two organizations.
The coordination of gaining Emeryville feedback and approval on Project deliverables will be critical to the success of the Project. The Emeryville project manager will strive to gain deliverable and decision approvals from all authorized Emeryville representatives. Given that the designated decision-maker for each department may not always be available, there must be a designated proxy for each decision point in the Project. Assignment of each proxy will be the responsibility of the leadership from each Emeryville department. The proxies will be named individuals that have the authorization to make decisions on behalf of their department.
The following process will be used for accepting Deliverables and Control Points:
The Emeryville shall have ten (10) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept each Deliverable or Control Point. If the Emeryville does not provide acceptance or acknowledgement within ten (10) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.
If the Emeryville does not agree the Deliverable or Control Point meets requirements, the Emeryville shall notify Tyler project manager(s), in writing, with reasoning within five (5) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable. Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The Emeryville shall then have five (5) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the Emeryville does not provide acceptance within five (5) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.
Roles and Responsibilities
The following defines the roles and responsibilities of each Project resource for the Emeryville and Tyler.
Roles and responsibilities may not follow the organizational chart or position descriptions at the Emeryville, but are roles defined within the Project. It is common for individual resources on both the Tyler and Emeryville project teams to fill multiple roles. Similarly, it is common for some roles to be filled by multiple people.
Tyler Roles & Responsibilities
Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one Phase in duration). Additional Tyler resources are assigned as the schedule develops and as needs arise.
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Tyler Executive Manager
Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process. This team member offers additional support to the Project team and collaborates with other Tyler department managers as needed to escalate and facilitate implementation Project tasks and decisions. Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying the Emeryville ’s overall organizational strategy.
Authorizes required Project resources.
Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process.
Acts as the counterpart to the Emeryville ’s executive sponsor.
Tyler Implementation Manager
Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. The Tyler project managers consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler Project Manager or with Emeryville management as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level. Assigns Tyler Project personnel.
Provides support for the Project team.
Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources.
Monitors Project progress including progress towards agreed upon goals and objectives.
Tyler Project Manager
The Tyler project manager(s) provides oversight of the Project, coordination of Tyler resources between departments, management of the Project budget and schedule, effective risk, and issue management, and is the primary point of contact for all Project related items. As requested by the Emeryville, the Tyler Project Manager provides regular updates to the Emeryville Steering Committee and other Tyler governance members. Tyler Project Manager’s role includes responsibilities in the following areas:
Contract Management
Validates contract compliance throughout the Project. Ensures Deliverables meet contract requirements.
Acts as primary point of contact for all contract and invoicing questions. Prepares and presents contract milestone sign-offs for acceptance by the Emeryville project manager(s).
Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.
Planning
Delivers project planning documents.
Defines Project tasks and resource requirements.
Develops initial Project schedule and Project Management Plan.
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Collaborates with the Emeryville project manager(s) to plan and schedule Project timelines to achieve on-time implementation.
Implementation Management
Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. Establishes and manages a schedule and Tyler resources that properly support the Project Schedule and are also in balance with Scope/budget.
Establishes risk/issue tracking/reporting process between the Emeryville and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to the Emeryville any items that may impact the outcomes of the Project. Collaborates with the Emeryville ’s project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the project.
Collaborates with the Emeryville ’s project manager(s) to set a routine communication plan that will aide all Project team members, of both the Emeryville and Tyler, in understanding the goals, objectives, status, and health of the Project.
Resource Management
Acts as liaison between Project team and Tyler manager(s). Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing. Provides direction and support to Project team.
Manages the appropriate assignment and timely completion of tasks as defined in the Project Schedule, task list, and Go-Live Checklist.
Assesses team performance and adjusts as necessary.
Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks.
Tyler Implementation Consultant
Completes tasks as assigned by the Tyler project manager(s). Documents activities for services performed by Tyler. Guides the Emeryville through software validation process following configuration. Assists during Go-Live process and provides support until the Emeryville transitions to Client Services. Facilitates training sessions and discussions with the Emeryville and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time. May provide conversion review and error resolution assistance.
Tyler Sales
Supports Sales to Implementation knowledge transfer during Initiate & Plan. Provides historical information, as needed, throughout implementation. Participates in pricing activities if additional licensing and/or services are needed.
Tyler Technical Services
Maintains Tyler infrastructure requirements and design document(s). Involved in system infrastructure planning/review(s). Provides first installation of licensed software with initial database on servers.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 9
Supports and assists the project team with technical/environmental issues/needs. Deploys Tyler products.
Conducts GIS Planning.
Reviews GIS data and provides feedback to the Emeryville. Loads Emeryville provided GIS data into the system.
Emeryville Roles & Responsibilities
Emeryville resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles.
Emeryville Executive Sponsor
The Emeryville executive sponsor provides support to the Project by providing strategic direction and communicating key issues about the Project and its overall importance to the organization. When called upon, the executive sponsor also acts as the final authority on all escalated Project issues. The executive sponsor engages in the Project, as needed, to provide necessary support, oversight, guidance, and escalation, but does not participate in day-to-day Project activities. The executive sponsor empowers the Emeryville steering committee, project manager(s), and functional leads to make critical business decisions for the Emeryville.
Champions the project at the executive level to secure buy-in. Authorizes required project resources.
Actively participates in organizational change communications.
Emeryville Steering Committee
The Emeryville steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation for the Project’s value throughout the organization. The steering committee oversees the Emeryville project manager and Project through participation in regular internal meetings. The Emeryville steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The Emeryville steering committee also serves as primary level of issue resolution for the Project.
Works to resolve all decisions and/or issues not resolved at the project manager level as part of the escalation process.
Attends all scheduled steering committee meetings.
Provides support for the project team.
Assists with communicating key project messages throughout the organization. Prioritizes the project within the organization.
Ensures the project staffed appropriately and that staff have necessary resources. Monitors project progress including progress towards agreed upon goals and objectives. Has the authority to approve or deny changes impacting the following areas:
o Cost
o Scope
o Schedule
o Project Goals
o Emeryville Policies
o Needs of other client projects
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 10
Emeryville Project Manager
The Emeryville shall assign project manager(s) prior to the start of this project with overall responsibility and authority to make decisions related to Project Scope, scheduling, and task assignment. The Emeryville Project Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the Emeryville project manager(s) do not have the knowledge or authority to make decisions, he or she engages the necessary resources to participate in discussions and make decisions in a timely fashion to avoid Project delays. The Emeryville project manager(s) are responsible for reporting to the Emeryville steering committee and determining appropriate escalation points.
Contract Management
Validates contract compliance throughout the project. Ensures that invoicing and Deliverables meet contract requirements. Acts as primary point of contact for all contract and invoicing questions. Collaborates on and approves Change Requests, if needed, to ensure proper scope and budgetary compliance.
Planning
Reviews and accepts project planning documents.
Defines project tasks and resource requirements for the Emeryville project team. Collaborates in the development and approval of the project schedule. Collaborates with Tyler project manager(s) to plan and schedule project timelines to achieve on-time implementation.
Implementation Management
Tightly manages project budget and scope.
Collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure that scope changes and budget (planned versus actual) are transparent and handled effectively and efficiently.
Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the project schedule as a whole and is also in balance with scope and budget. Collaborates with Tyler project manager(s) to establish risk and issue tracking and reporting process between the Emeryville and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to Tyler any items that may impact the outcomes of the project. Collaborates with Tyler project manager(s) to establish key business drivers and success indicators that will help to govern project activities and key decisions to ensure a quality outcome of the project. Routinely communicates with both the Emeryville staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the project by all team members. Manages the requirements gathering process and ensure timely and quality business requirements are being provided to Tyler.
Resource Management
Acts as liaison between project team and stakeholders. Identifies and coordinates all Emeryville resources across all modules, phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices.
Provides direction and support to project team.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 11
Builds partnerships among the various stakeholders, negotiating authority to move the project forward.
Manages the appropriate assignment and timely completion of tasks as defined. Assesses team performance and takes corrective action, if needed. Provides guidance to Emeryville technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution. Owns the relationship with in-Scope 3rd party providers and aligns activities with ongoing project tasks.
Ensures that users have appropriate access to Tyler project toolsets as required. Conducts training on proper use of toolsets.
Validates completion of required assignments using toolsets.
Emeryville Functional Leads
Makes business process change decisions under time sensitive conditions. Communicates existing business processes and procedures to Tyler consultants. Assists in identifying business process changes that may require escalation. Contributes business process expertise for Current & Future State Analysis. Identifies and includes additional subject matter experts to participate in Current & Future State Analysis.
Validates that necessary skills have been retained by end users. Provides End Users with dedicated time to complete required homework tasks. Acts as an ambassador/champion of change for the new process and provide business process change support.
Identifies and communicates any additional training needs or scheduling conflicts to the Emeryville project manager.
Actively participates in all aspects of the implementation, including, but not limited to, the following key activities:
o Task completion
o Stakeholder Meeting
o Project Management Plan development
o Schedule development
o Maintenance and monitoring of risk register
o Escalation of issues
o Communication with Tyler project team
o Coordination of Emeryville resources
o Attendance at scheduled sessions
o Change management activities
o Modification specification, demonstrations, testing and approval assistance o Data analysis assistance
o Decentralized end user training
o Process testing
o Solution Validation
Emeryville Power Users
Participate in project activities as required by the project team and project manager(s). Provide subject matter expertise on the Emeryville business processes and requirements. Act as subject matter experts and attend Current & Future State Analysis sessions as needed. Attend all scheduled training sessions.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 12
Participate in all required post-training processes as needed throughout project. Test all application configuration to ensure it satisfies business process requirements. Become application experts.
Participate in Solution Validation.
Adopt and support changed procedures.
Complete all deliverables by the due dates defined in the project schedule. Demonstrate competency with Tyler products processing prior to Go-live. Provide knowledge transfer to the Emeryville staff during and after implementation. Participate in conversion review and validation.
Emeryville End Users
Attend all scheduled training sessions.
Become proficient in application functions related to job duties. Adopt and utilize changed procedures.
Complete all deliverables by the due dates defined in the project schedule. Utilize software to perform job functions at and beyond Go-live.
Emeryville Technical Lead
Coordinates updates and releases with Tyler as needed. Coordinates the copying of source databases to training/testing databases as needed for training days.
Coordinates and adds new users, printers and other peripherals as needed. Validates that all users understand log-on process and have necessary permission for all training sessions.
Coordinates interface development for Emeryville third party interfaces. Develops or assists in creating reports as needed.
Ensures on-site system meets specifications provided by Tyler. Assists with software installation as needed.
Extracts and transmits conversion data and control reports from the Emeryville’s legacy system per the conversion schedule set forth in the project schedule.
Emeryville GIS
Participates in GIS planning activities.
Responsible for management and maintenance of Emeryville GIS infrastructure and data. Ensures GIS data/service endpoints are in alignment with Tyler software requirements. Provides Tyler implementation team with GIS data/service access information.
Emeryville Upgrade Coordination
Becomes familiar with the software upgrade process and required steps. Becomes familiar with Tyler’s releases and updates.
Utilizes Tyler resources to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the Emeryville’s software upgrade process. Assists with the software upgrade process during implementation. Manages software upgrade activities post-implementation. Manages software upgrade plan activities.
Coordinates software upgrade plan activities with Emeryville and Tyler resources.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 13
Communicates changes affecting users and department stakeholders. Obtains department stakeholder acceptance to upgrade production environment.
Emeryville Change Management Lead
Validates that users receive timely and thorough communication regarding process changes. Provides coaching to supervisors to prepare them to support users through the project changes. Identifies the impact areas resulting from project activities and develops a plan to address them proactively.
Identifies areas of resistance and develops a plan to reinforce the change. Monitors post-production performance and new process adherence.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 14
Part 3: Project Plan
Project Stages
Work Breakdown Structure
The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into smaller, more manageable components. The top-level components are called “Stages” and the second level components are called “Work Packages”. The work packages, shown below each stage, contain the high-level work to be done. The detailed Project Schedule, developed during Project/Phase Planning and finalized during subsequent stages, lists the tasks to be completed within each work package. Each stage ends with a “Control Point”, confirming the work performed during that stage of the Project has been accepted by the Emeryville.
Work Breakdown Structure (WBS)
1. Initiate &
Plan
2. Assess &
Define
3. Prepare
Solution
4. Production
Readiness 5. Production 6. Close
1.1 Initial
Coordination
2.1 Solution
Orientation
3.1 Initial System
Deployment
4.1 Solution
Validation 5.1 Go Live 6.1 Phase Close Out
1.2 Project/Phase
Planning
2.2 Current & Future
State Analysis 3.2 Configuration 4.2 Go Live Readiness
5.2 Transition to
Client Services
6.2 Project Close
Out
1.3 Infrastructure
Planning
2.3 Modification
Analysis
3.3 Process
Refinement
4.3 End User
Training
5.3 Post Go Live
Activities
1.4 Stakeholder
Meeting
2.4 Conversion
Assessment
3.4 Conversion
Delivery
1.5 GIS Planning* 2.5 Data Assessment 3.5 Data Delivery
3.6 Modifications*
*Items noted with an asterisk in the graphic above relate to specific products and services. If those products and services are not included in the scope of the contract, these specific work packages will be noted as “This work package is not applicable” in Section 6 of the Statement of Work.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 15
Initiate and Plan
The Initiate and Plan stage involves Project initiation, infrastructure, and planning. This stage creates a foundation for the Project by identifying and establishing sequence and timing for each Phase as well as verifying scope for the Project. This stage will be conducted at the onset of the Project, with a few unique items being repeated for the additional Phases as needed.
Initial Coordination
Prior to Project commencement, Tyler management assigns project manager(s). Additional Project resources will be assigned later in the Project as a Project schedule is developed. Tyler provides the Emeryville with initial Project documents used to gather names of key personnel, their functional role as it pertains to the Project, as well as any blackout dates to consider for future planning. the Emeryville gathers the information requested by the provided deadline ensuring preliminary planning and scheduling can be conducted moving the Project forward in a timely fashion. Internally, the Tyler Project Manager(s) coordinate with sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with the Emeryville’s team. During this step, Tyler will work with the Emeryville to establish the date(s) for the Project and Phase Planning session.
Objectives:
Formally launch the project.
Establish project governance.
Define and communicate governance for Tyler.
Identify Emeryville project team.
STAGE 1 Initial Coordination
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Department HeadsEnd UsersTechnical Leads Tyler project team is assigned A R C I I I I I I
Emeryville project team is
assigned A I R I I I
Provide initial project
documents to the Emeryville A R C C I I
Gather preliminary information
requested I A R C C C C
Sales to implementation
knowledge transfer A R I I I I I
Create Project Portal to store
project artifacts and facilitate
communication
A R I
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 16
Inputs Contract documents
Statement of Work
Outputs/Deliverables Working initial project documents
Project portal
Work package assumptions:
Project activities begin after the agreement has been fully executed.
Project/Phase Planning
Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify applications to implement in each Phase (if applicable), and discuss implementation timeframes.
During this work package Tyler will work with the Emeryville to coordinate and plan a formal Project planning meeting(s). This meeting signifies the start of the Project and should be attended by all Emeryville Project team members and the Tyler Project Manager. The meeting provides an opportunity for Tyler to introduce its implementation methodology, terminology, and Project management best practices to the Emeryville’s Project Team. This will also present an opportunity for project managers and Project sponsors to begin to discuss Project communication, metrics, status reporting and tools to be used to measure Project progress and manage change.
Tyler will work with the Emeryville Project Team to prepare and deliver the Project Management Plan as an output of the planning meeting. This plan will continue to evolve and grow as the Project progresses and will describe how the project will be executed, monitored, and controlled.
During project planning, Tyler will introduce the tools that will be used throughout the implementation. Tyler will familiarize the Emeryville with these tools during project planning and make them available for review and maintenance as applicable throughout the project. Some examples are Solution validation plan, issue log, and go-live checklist.
STAGE 1 Project/Phase Planning
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 17
Schedule and
conduct planning
session(s)
A R I C C I
Develop Project
Management Plan A R I C C I
Develop initial
project schedule A R I I I I I I C C I I C I
Inputs Contract documents
Statement of Work
Guide to Starting Your Project
Outputs / Deliverables Acceptance Criteria [only] for Deliverables Project Management Plan Delivery of document
Project Operational Plan Delivery of document
Initial Project Schedule Emeryville provides acceptance of schedule based on resource availability, project
budget, and goals.
Work package assumptions:
Emeryville has reviewed and completed the Guide to Starting Your Project document.
Infrastructure Planning
Procuring required hardware and setting it up properly is a critical part of a successful implementation. Tyler will be responsible for building the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement. . The Emeryville is responsible for the installation, setup and maintenance of all peripheral devices.
Objectives:
Ensure the Emeryville’s infrastructure meets Tyler’s application requirements. Ensure the Emeryville’s infrastructure is scheduled to be in place and available for use on time.
STAGE 1 Infrastructure Planning
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Initial Infrastructure
Communication A R C C C C
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 18
Schedule
Environment
Availability
A R C I
Inputs Initial Infrastructure Requirements
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Completed Infrastructure Requirements Delivery of Requirements Stakeholder Meeting
Communication of the Project planning outcomes to the Emeryville Project team, executives and other key stakeholders is vital to Project success. The Stakeholder meeting is a strategic activity to inform, engage, gain commitment, and instill confidence in the Emeryville team. During the meeting, the goals and objectives of the Project will be reviewed along with detail on Project scope, implementation methodology, roles and responsibilities, Project timeline and schedule, and keys to Project success.
Objectives:
Formally present and communicate the project activities and timeline. Communicate project expectations.
STAGE 1 Stakeholder Meeting
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Create Stakeholder
Meeting Presentation I A R I I I I C I
Review Stakeholder
Meeting Presentation I C A R C
Perform Stakeholder
Meeting Presentation I A R I I I I C I I I I I I
Inputs Agreement
SOW
Project Management Plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Stakeholder Meeting Presentation
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 19
Work package assumptions:
None
GIS Planning
GIS data is a core part of many Tyler applications. Other Emeryville offices/products may also use this data and have different GIS requirements. A key focus of this preparation will be the process for developing the GIS data for use with Tyler applications. This can be an iterative process, so it is important to begin preparation early.
Objectives:
Identify all Emeryville GIS data sources and formats. Tyler to understand the Emeryville’s GIS needs and practices. Ensure the Emeryville’s GIS data meets Tyler product requirements.
STAGE 1 GIS Preparation
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Initial GIS Planning
Meeting A R C C C
Determine all GIS Data
Sources I I A R C
Provide Source GIS Data I I A R C
Review GIS Data and
Provide Feedback A R C I C
Inputs GIS Requirements Document
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Production Ready Map Data Meets Tyler GIS Requirements.
Work package assumptions:
GIS data provided to Tyler is accurate and complete.
GIS data provided to Tyler is current.
Emeryville is responsible for maintaining the GIS data.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 20
Control Point 1: Initiate & Plan Stage Acceptance
Acceptance criteria for this stage includes completion of all criteria listed below.
Note: Advancement to the Assess & Define stage is not dependent upon Tyler’s receipt of this stage acceptance.
Initiate & Plan Stage Deliverables:
Project Management Plan
Initial Project Schedule
Initiate & Plan stage acceptance criteria:
All stage deliverables accepted based on acceptance criteria previously defined Project governance defined
Project portal made available to the Emeryville
Stakeholder meeting complete
GIS Data Production Ready
Completed Infrastructure Requirements and Design Document System Passes Infrastructure Audit (as applicable)
Assess & Define
The Assess & Define stage will provide an opportunity to gather information related to current Emeryville business processes. This information will be used to identify and define business processes utilized with Tyler software. The Emeryville collaborates with Tyler providing complete and accurate information to Tyler staff and assisting in analysis, understanding current workflows and business processes.
Solution Orientation
The Solution Orientation provides the Project stakeholders a high-level understanding of the solution functionality prior to beginning the current and future state analysis. The primary goal is to establish a foundation for upcoming conversations regarding the design and configuration of the solution.
Tyler utilizes a variety of tools for the Solution Orientation, focusing on Emeryville team knowledge transfer such as: eLearning, documentation, or walkthroughs. The Emeryville team will gain a better understanding of the major processes and focus on data flow, the connection between configuration options and outcome, integration, and terminology that may be unique to Tyler’s solution.
Objectives:
Provide a basic understanding of system functionality. Prepare the Emeryville for current and future state analysis.
STAGE 2 Solution Orientation
Tyler Emeryville
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 21
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Provide pre-requisites A R I I I I I
Complete pre-requisites A R C C
Conduct orientation A R I I I I I
Inputs Solution orientation materials
Training Plan
Current & Future State Analysis
The Current & Future State Analysis provides the Project stakeholders and Tyler an understanding of process changes that will be achieved with the new system.
The Emeryville and Tyler will evaluate current state processes, options within the new software, pros and cons of each based on current or desired state and make decisions about the future state configuration and processing. This may occur before or within the same timeframe as the configuration work package. The options within the new software will be limited to the scope of this implementation and will make use of standard Tyler functionality.
The Emeryville will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk from over customization of Tyler products. It is the Emeryville’s responsibility to verify that in-scope requirements are being met throughout the implementation if functional requirements are defined as part of the contract. The following guidelines will be followed when evaluating if a modification to the product is required:
A reasonable business process change is available.
Functionality exists which satisfies the requirement. Configuration of the application satisfies the requirement. An in-scope modification satisfies the requirement.
Requirements that are not met will follow the agreed upon change control process and can have impacts on the project schedule, scope, budget, and resource availability.
STAGE 2 Current & Future State Analysis
Tyler Emeryville
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 22
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Current State process
review A R I I I C C C C C
Discuss future-state
options A R C C C C C C C C
Make future-state
decisions (non-COTS) C C C C C A R I C C
Document anticipated
configuration options
required to support
future state
A R C C C I I I I I
Inputs Emeryville current state documentation
Solution Orientation completion
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Documentation that describes future-state
decisions and configuration options to support
future-state decisions.
Delivery of document
Work package assumptions:
Emeryville attendees possess sufficient knowledge and authority to make future state decisions. The Emeryville is responsible for any documentation of current state business processes. The Emeryville can effectively communicate current state processes.
This work package is not applicable.
Conversion Assessment
Data Conversions are a major effort in any software implementation. Tyler’s conversion tools facilitate the predictable, repeatable conversion process that is necessary to support a successful transition to the Tyler system. The first step in this process is to perform an assessment of the existing (“legacy”) system(s), to better understand the source data, risks, and options available. Once the data has been analyzed, the plan for data conversion is completed and communicated to the appropriate stakeholders.
Objectives:
Communicate a common understanding of the project goals with respect to data. Ensure complete and accurate source data is available for review/transfer. Map the data from the source to the Tyler system.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 23
Document the data conversion/loading approach.
STAGE 2 Data Conversion Assessment
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Extract Data from
Source Systems I C A R
Review and Scrub
Source Data I I I A R C I
Build/Update Data
Conversion Plan R C C C I I I I
Inputs Emeryville Source data
Emeryville Source data Documentation (if available)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data Conversion Plan built/updated Emeryville Acceptance of Data Conversion Plan, if Applicable
Work package assumptions:
Tyler will be provided with data from the Legacy system(s) in a mutually agreed upon format. Tyler will work with the Emeryville representatives to identify business rules before writing the conversion.
Emeryville subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort.
This work package is not applicable.
Control Point 2: Assess & Define Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Note: Advancement to the Prepare Solution Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
Assess & Define Stage Deliverables:
Documentation of future state decisions and configuration options to support future state decisions.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 24
Modification specification document.
Assess & Define Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined. Solution Orientation is delivered.
Conversion data extracts are received by Tyler.
Data conversion plan built.
Prepare Solution
During the Prepare Solution stage, information gathered during the Initiate & Plan and Assess & Define stages will be used to install and configure the Tyler software solution. Software configuration will be validated by the Emeryville against future state decisions defined in previous stages and processes refined as needed to ensure business requirements are met.
Initial System Deployment
The timely availability of the Tyler Solution is important to a successful Project implementation. The success and timeliness of subsequent work packages are contingent upon the initial system deployment of Tyler Licensed Software on an approved network and infrastructure. Delays in executing this work package can affect the project schedule.
Objectives:
All licensed software is installed and operational.
The Emeryville can access the software.
STAGE 3 Initial System Deployment (Hosted/SaaS)*
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Prepare hosted
environment A R I C
Install Licensed
Software for
Included
Environments
A R I C
Install Licensed
Software on
Emeryville Devices
(if applicable)
I C A R
Tyler System
Administration A R I C
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 25
Training (if
applicable)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Licensed Software is Installed on the Server(s) Software is accessible Licensed Software is Installed on Emeryville
Devices (if applicable)
Software is accessible
Installation Checklist/System Document
Work package assumptions:
The most current available version of the Tyler Licensed Software will be installed. The Emeryville will provide network access for Tyler modules, printers, and Internet access to all applicable Emeryville and Tyler Project staff.
Configuration
The purpose of Configuration is to prepare the software product for validation.
Tyler staff collaborates with the Emeryville to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. The Emeryville collaborates with Tyler staff iteratively to validate software configuration.
Objectives:
Software is ready for validation.
Educate the Emeryville Power User how to configure and maintain software. Prepare standard interfaces for process validation (if applicable).
STAGE 3 Configuration
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Conduct configuration
training A R I C C
Complete Tyler
configuration tasks
(where applicable)
A R I I I
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 26
Complete Emeryville
configuration tasks
(where applicable)
I C A R C
Standard interfaces
configuration and
training (if applicable)
A R C I C C C
Updates to Solution
Validation testing plan C C A R C C
Inputs Documentation that describes future state decisions and configuration options to support future state decisions.
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Configured System
Work package assumptions:
Tyler provides guidance for configuration options available within the Tyler software. The Emeryville is responsible for making decisions when multiple options are available.
Process Refinement
Tyler will educate the Emeryville users on how to execute processes in the system to prepare them for the validation of the software. The Emeryville collaborates with Tyler staff iteratively to validate software configuration options to support future state.
Objectives:
Ensure that the Emeryville understands future state processes and how to execute the processes in the software.
Refine each process to meet the business requirements. Validate standard interfaces, where applicable.
Validate forms and reports, where applicable.
STAGE 3 Process Refinement
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Conduct process
training A R I C I C
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 27
Confirm process
decisions I C A R C I C
Test configuration I C A R C
Refine
configuration
(Emeryville
Responsible)
I C A R C
Refine
configuration (Tyler
Responsible)
A R I I I
Validate interface
process and results I C C A R C C
Update Emeryvillespecific process
documentation (if
applicable)
I C A R C
Updates to
Solution Validation
testing plan
C C A R C C
Inputs Initial Configuration
Documentation that describes future state decisions and configuration options to support future state decisions.
Solution validation test plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated solution validation test plan
Completed Emeryville-specific process
documentation (completed by Emeryville)
Work package assumptions:
None
Conversion Delivery
The purpose of this task is to transition the Emeryville’s data from their source (“legacy”) system(s) to the Tyler system(s). The data will need to be mapped from the legacy system into the new Tyler system format. A well-executed data conversion is key to a successful cutover to the new system(s).
With guidance from Tyler, the Emeryville will review specific data elements within the system and identify / report discrepancies. Iteratively, Tyler will collaborate with the Emeryville to address conversion discrepancies. This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s). Reference Conversion Appendix for additional detail.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 28
Objectives:
Data is ready for production (Conversion).
STAGE 3 Data Delivery & Conversion
Tyler Emeryville
RACI MATRIX
KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Provide data
crosswalks/code
mapping tool
A C R I I I
Populate data
crosswalks/code
mapping tool
I C C A R C
Iterations:
Conversion
Development
A C R I I
Iterations:
Deliver
converted data
A R I I I
Iterations:
Proof/Review
data and
reconcile to
source system
C C C A R C C
Load Data
for Testing
Pull Data &
Conversion
Balancing
Reports
Map
Conversion
Write & Run
Conversion
Program
Validate
Data
Conversion
Reviews
Completed
Final
Conversion
Report &
Correct
Errors
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 29
Inputs
Data Conversion Plan
Configuration
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Code Mapping Complete / Validated
Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for final pass
Work package assumptions:
The Emeryville will provide a single file layout per source system as identified in the investment summary.
The Emeryville subject matter experts and resources most familiar with the current data will be involved in the data conversion effort.
The Emeryville project team will be responsible for completing the code mapping activity, with assistance from Tyler.
This work package is not applicable.
This work package is not applicable.
Control Point 3: Prepare Solution Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below in each Work Package.
Note: Advancement to the Production Readiness Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
Prepare Solution Stage Deliverables:
Licensed software is installed.
Installation checklist/system document.
Conversion iterations and reviews complete.
Prepare Solution Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined. Software is configured.
Solution validation test plan has been reviewed and updated if needed.
Production Readiness
Activities in the Production Readiness stage will prepare the Emeryville team for go-live through solution validation, the development of a detailed go-live plan and end user training. A readiness assessment will be conducted with the Emeryville to review the status of the project and the organizations readiness for go-live.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 30
Solution Validation
Solution Validation is the end-to-end software testing activity to ensure that the Emeryville verifies all aspects of the Project (hardware, configuration, business processes, etc.) are functioning properly, and validates that all features and functions per the contract have been deployed for system use.
Objectives:
Validate that the solution performs as indicated in the solution validation plan. Ensure the Emeryville organization is ready to move forward with go-live and training (if applicable).
STAGE 4 Solution Validation
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Update Solution
Validation plan A R C C C C
Update test scripts (as
applicable) C C C A R C
Perform testing C C C A R C
Document issues from
testing C C C A R C
Perform required followup on issues A R C C C C
Inputs Solution Validation plan
Completed work product from prior stages (configuration, business process, etc.) Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Solution Validation Report Emeryville updates report with testing results Work package assumptions:
Designated testing environment has been established.
Testing includes current phase activities or deliverables only.
Go-Live Readiness
Tyler and the Emeryville will ensure that all requirements defined in Project planning have been completed and the Go-Live event can occur, as planned. A go-live readiness assessment will be completed identifying risks or actions items to be addressed to ensure the Emeryville has considered its ability to successfully GoDocusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 31
Live. Issues and concerns will be discussed, and mitigation options documented. Tyler and the Emeryville will jointly agree to move forward with transition to production. Expectations for final preparation and critical dates for the weeks leading into and during the Go-Live week will be planned in detail and communicated to Project teams.
Objectives:
Action plan for go-live established.
Assess go-live readiness.
Stakeholders informed of go-live activities.
STAGE 4 Go-Live Readiness
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Perform Readiness
Assessment I A R C C I C I I I I I I
Conduct Go-Live planning
session A R C C C C C C C
Order peripheral
hardware (if applicable) I A R C
Confirm procedures for
Go-Live issue reporting &
resolution
A R I I I I C C I I I I I
Develop Go-Live checklist A R C C C C I C C
Final system
infrastructure review
(where applicable)
A R C C
Inputs Future state decisions
Go-live checklist
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated go-live checklist Updated Action plan and Checklist for go-live delivered to the Emeryville
Work package assumptions:
None
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 32
End User Training
End User Training is a critical part of any successful software implementation. Using a training plan previously reviewed and approved, the Project team will organize and initiate the training activities.
Train the Trainer: Tyler provides one occurrence of each scheduled training or implementation topic.
Emeryville users who attended the Tyler sessions may train additional users. Additional Tyler led sessions may be contracted at the applicable rates for training.
Tyler will provide standard application documentation for the general use of the software. It is not Tyler’s responsibility to develop Emeryville specific business process documentation. Emeryville-led training labs using Emeryville specific business process documentation if created by the Emeryville can be added to the regular training curriculum, enhancing the training experiences of the end users.
Objectives:
End users are trained on how to use the software prior to go-live. The Emeryville is prepared for on-going training and support of the application.
STAGE 4 End User Training
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Update training plan A R C C I C
End User training (Tylerled) A R C C C I C C C
Train-the-trainer A R C C C I C
End User training
(Emeryville-led) C C A R I C C C
Inputs Training Plan
List of End Users and their Roles / Job Duties
Configured Tyler System
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
End User Training Emeryville signoff that training was delivered Work package assumptions:
The Emeryville project team will work with Tyler to jointly develop a training curriculum that identifies the size, makeup, and subject-area of each of the training classes.
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Emeryville, CA
Tyler Technologies, Inc. Page | 33
Tyler will work with the Emeryville as much as possible to provide end-user training in a manner that minimizes the impact to the daily operations of Emeryville departments. The Emeryville will be responsible for training new users after go-live (exception—previously planned or regular training offerings by Tyler).
Control Point 4: Production Readiness Stage Acceptance
Acceptance criteria for this stage includes all criteria listed below. Advancement to the Production stage is dependent upon Tyler’s receipt of the stage acceptance.
Production Readiness stage deliverables:
Solution Validation Report.
Update go-live action plan and/or checklist.
End user training.
Production Readiness stage acceptance criteria:
All stage deliverables accepted based on criteria previously defined. Go-Live planning session conducted.
Production
Following end user training the production system will be fully enabled and made ready for daily operational use as of the scheduled date. Tyler and the Emeryville will follow the comprehensive action plan laid out during Go-Live Readiness to support go-live activities and minimize risk to the Project during go-live.
Following go-live, Tyler will work with the Emeryville to verify that implementation work is concluded, post go-live activities are scheduled, and the transition to Client Services is complete for long-term operations and maintenance of the Tyler software.
Go-Live
Following the action plan for Go-Live, defined in the Production Readiness stage, the Emeryville and Tyler will complete work assigned to prepare for Go-Live.
The Emeryville provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final conversion iteration, if applicable. If defined in the action plan, the Emeryville manually enters any data added to the Legacy System after final data extract into the Tyler system.
Tyler staff collaborates with the Emeryville during Go-Live activities. The Emeryville transitions to Tyler software for day-to day business processing.
Some training topics are better addressed following Go-Live when additional data is available in the system or based on timing of applicable business processes and will be scheduled following Go-Live per the Project Schedule.
Objectives:
Execute day to day processing in Tyler software.
Emeryville data available in Production environment.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 34
STAGE 5 Go-Live
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Provide final source data
extract, if applicable C C A R
Final source data pushed
into production
environment, if
applicable
A C R I C C C
Proof final converted
data, if applicable C C C A R C
Complete Go-Live
activities as defined in
the Go-Live action plan
C C C A R C I C
Provide Go-Live
assistance A R C C I C C I C I C
Inputs Comprehensive Action Plan for Go-Live
Final source data (if applicable)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data is available in production environment Emeryville confirms data is available in production environment
Work package assumptions:
The Emeryville will complete activities documented in the action plan for Go-Live as scheduled. External stakeholders will be available to assist in supporting the interfaces associated with the GoLive live process. The Emeryville business processes required for Go-Live are fully documented and tested. The Emeryville Project team and subject matter experts are the primary point of contact for the end users when reporting issues during Go-Live.
The Emeryville Project Team and Power User’s provide business process context to the end users during Go-Live.
Transition to Client Services
This work package signals the conclusion of implementation activities for the Phase or Project with the exception of agreed-upon post Go-Live activities. The Tyler project manager(s) schedules a formal transition Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 35
of the Emeryville onto the Tyler Client Services team, who provides the Emeryville with assistance following Go-Live, officially transitioning the Emeryville to operations and maintenance.
Objectives:
Ensure no critical issues remain for the project teams to resolve. Confirm proper knowledge transfer to the Emeryville teams for key processes and subject areas.
STAGE 5 Transition to Client Services
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Transfer Emeryville to
Client Services and
review issue reporting
and resolution processes
I I A I I R I I C C C
Review long term
maintenance and
continuous
improvement
A R C C C
Inputs Open item/issues List
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Client Services Support Document
Work package assumptions:
No material project issues remain without assignment and plan.
Post Go-Live Activities
Some implementation activities are provided post-production due to the timing of business processes, the requirement of actual production data to complete the activities, or the requirement of the system being used in a live production state.
Objectives:
Schedule activities that are planned for after Go-Live. Ensure issues have been resolved or are planned for resolution before phase or project close.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 36
STAGE 5 Post Go-Live Activities
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Schedule contracted
activities that are
planned for delivery
after go-live
A R C C C C I C C I C C
Determine resolution
plan in preparation for
phase or project close
out
A R C C C I C C I C
Inputs List of post Go-Live activities
Outputs /
Deliverables
Acceptance Criteria [only] for
Deliverables
Updated issues log
Work package assumptions:
System is being used in a live production state.
Control Point 5: Production Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below:
Advancement to the Close stage is not dependent upon Tyler’s receipt of this Stage Acceptance. Converted data is available in production environment.
Production Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined. Go-Live activities defined in the Go-Live action plan completed. Client services support document is provided.
Close
The Close stage signifies full implementation of all products purchased and encompassed in the Phase or Project. The Emeryville transitions to the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Client Services).
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 37
Phase Closeout
This work package represents Phase completion and signals the conclusion of implementation activities for the Phase. The Tyler Client Services team will assume ongoing support of the Emeryville for systems implemented in the Phase.
Objectives:
Agreement from Tyler and the Emeryville teams that activities within this phase are complete.
STAGE 6 Phase Close Out
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Reconcile project budget
and status of contract
Deliverables
I A R I I C
Hold post phase review
meeting A R C C C C C C C C C
Release phasedependent Tyler project
resources
A R I I
Participants Tyler Emeryville
Project Leadership Project Manager
Project Manager Project Sponsor(s)
Implementation Consultants Functional Leads, Power Users, Technical Leads
Technical Consultants (Conversion, Deployment,
Development)
Client Services
Inputs Contract
Statement of Work
Project artifacts
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Final action plan (for outstanding items)
Reconciliation Report
Post Phase Review
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 38
Work package assumptions:
Tyler deliverables for the phase have been completed.
Project Closeout
Completion of this work package signifies final acceptance and formal closing of the Project.
At this time the Emeryville may choose to begin working with Client Services to look at continuous improvement Projects, building on the completed solution.
Objectives:
Confirm no critical issues remain for the project teams to resolve. Determine proper knowledge transfer to the Emeryville teams for key processes and subject areas has occurred.
Verify all deliverables included in the Agreement are delivered.
STAGE 6 Project Close Out
Tyler Emeryville
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Conduct post project
review A R C C C C C C C C C
Deliver post project
report to Emeryville and
Tyler leadership
I A R I I C
Release Tyler project
resources
A R I I
Inputs Contract
Statement of Work
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Post Project Report Emeryville acceptance; Completed report indicating all project Deliverables and
milestones have been completed
Work package assumptions:
All project implementation activities have been completed and approved.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 39
No critical project issues remain that have not been documented and assigned. Final project budget has been reconciled and invoiced. All Tyler deliverables have been completed.
Control Point 6: Close Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Close Stage Deliverables:
Post Project Report.
Close Stage Acceptance Criteria:
Completed report indicating all Project deliverables and milestones have been completed.
General Assumptions
Tyler and the Emeryville will use this SOW as a guide for managing the implementation of the Tyler Project as provided and described in the Agreement. There are a few assumptions which, when acknowledged and adhered to, will support a successful implementation. Assumptions related to specific work packages are documented throughout the SOW. Included here are general assumptions which should be considered throughout the overall implementation process.
Project
Project activities will begin after the Agreement has been fully executed. The Emeryville Project Team will complete their necessary assignments in a mutually agreed upon timeframe to meet the scheduled go-live date, as outlined in the Project Schedule. Sessions will be scheduled and conducted at a mutually agreeable time. Additional services, software modules and modifications not described in the SOW or Agreement will be considered a change to this Project and will require a Change Request Form as previously referenced in the definition of the Change Control Process. Tyler will provide a written agenda and notice of any prerequisites to the Emeryville project manager(s) ten (10) business days or as otherwise mutually agreed upon time frame prior to any scheduled on-site or remote sessions, as applicable.
Tyler will provide guidance for configuration and processing options available within the Tyler software. If multiple options are presented by Tyler, the Emeryville is responsible for making decisions based on the options available.
Implementation of new software may require changes to existing processes, both business and technical, requiring the Emeryville to make process changes. The Emeryville is responsible for defining, documenting, and implementing their policies that result from any business process changes.
Organizational Change Management
Unless otherwise contracted by Tyler, Emeryville is responsible for managing Organizational Change.
Impacted Emeryville resources will need consistent coaching and reassurance from their leadership team to embrace and accept the changes being imposed by the move to new software. An important part of change is Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
Tyler Technologies, Inc. Page | 40
ensuring that impacted Emeryville resources understand the value of the change, and why they are being asked to change.
Resources and Scheduling
Emeryville resources will participate in scheduled activities as assigned in the Project Schedule. The Emeryville team will complete prerequisites prior to applicable scheduled activities. Failure to do so may affect the schedule.
Tyler and the Emeryville will provide resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget. Abbreviated timelines and overlapped Phases require sufficient resources to complete all required work as scheduled.
Changes to the Project Schedule, availability of resources or changes in Scope will be requested through a Change Request. Impacts to the triple constraints (scope, budget, and schedule) will be assessed and documented as part of the change control process. The Emeryville will ensure assigned resources will follow the change control process and possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, change control process buy-in, and knowledge.
The Emeryville makes timely Project related decisions to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Failure to do so may affect the schedule, as each analysis and implementation session is dependent on the decisions made in prior sessions. The Emeryville will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule.
The Emeryville will provide adequate meeting space or facilities, including appropriate system connectivity, to the project teams including Tyler team members. For on-site visits, Tyler will identify a travel schedule that balances the needs of the project and the employee.
Data
Data will be converted as provided and Tyler will not create data that does not exist. The Emeryville is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data.
Tyler will work closely with the Emeryville representatives to identify business rules before writing the conversion. The Emeryville must confirm that all known data mapping from source to target have been identified and documented before Tyler writes the conversion. All in-scope source data is in data extract(s).
Each legacy system data file submitted for conversion includes all associated records in a single approved file layout.
The Emeryville will provide the legacy system data extract in the same format for each iteration unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget and resource availability may occur and/or data in the new system may be incorrect. The Emeryville Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler.
The Emeryville is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.)
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Emeryville, CA
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Facilities
The Emeryville will provide dedicated space for Tyler staff to work with Emeryville resources for both on-site and remote sessions. If Phases overlap, Emeryville will provide multiple training facilities to allow for independent sessions scheduling without conflict. The Emeryville will provide staff with a location to practice what they have learned without distraction.
Docusign Envelope ID: 5363DA1B-8357-4B58-87BA-457B49126768
Emeryville, CA
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Glossary
Word or Term Definition
Acceptance Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria.
Accountable The one who ultimately ensures a task or deliverable is completed; the one who ensures the prerequisites of the task are met and who delegates the work to those responsible. [Also see RACI]
Application A computer program designed to perform a group of coordinated functions, tasks, or activities for the benefit of the user.
Application Programming Interface (API) A defined set of tools/methods to pass data to and received data from Tyler software products
Agreement This executed legal contract that defines the products and services to be implemented or performed.
Business Process The practices, policy, procedure, guidelines, or functionality that the client uses to complete a specific job function.
Business Requirements Document A specification document used to describe Client requirements for contracted software modifications.
Change Request A form used as part of the Change Control process whereby changes in the scope of work, timeline, resources, and/or budget are documented and agreed upon by participating parties.
Change Management Guides how we prepare, equip and support individuals to successfully adopt change in order to drive organizational success & outcomes
Code Mapping [where applicable] An activity that occurs during the data conversion process whereby users equate data (field level) values from the old system to the values available in the new system. These may be one to one or many to one. Example: Old System [Field = eye color] [values = BL, Blu, Blue] maps to New Tyler System [Field = Eye Color] [value = Blue].
Consulted Those whose opinions are sought, typically subject matter experts, and with whom there is two-way communication. [Also see RACI]
Control Point This activity occurs at the end of each stage and serves as a formal and intentional opportunity to review stage deliverables and required acceptance criteria for the stage have been met.
Data Mapping [where applicable] The activity determining and documenting where data from the legacy system will be placed in the new system; this typically involves prior data analysis to understand how the data is currently used in the legacy system and how it will be used in the new system.
Deliverable A verifiable document or service produced as part of the Project, as defined in the work packages.
Go-Live The point in time when the Client is using the Tyler software to conduct daily operations in Production.
Informed Those who are kept up-to-date on progress, often only on completion of the task or deliverable, and with whom there is just one-way communication. [Also see RACI]
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Infrastructure The composite hardware, network resources and services required for the existence, operation, and management of the Tyler software.
Interface A connection to and potential exchange of data with an external system or application. Interfaces may be one way, with data leaving the Tyler system to another system or data entering Tyler from another system, or they may be bi-directional with data both leaving and entering Tyler and another system.
Integration A standard exchange or sharing of common data within the Tyler system or between Tyler applications
Legacy System The software from which a client is converting.
Modification Custom enhancement of Tyler’s existing software to provide features or functions to meet individual client requirements documented within the scope of the Agreement.
On-site Indicates the work location is at one or more of the client’s physical office or work environments.
Organizational Change The process of changing an organization's strategies, processes, procedures, technologies, and culture, as well as the effect of such changes on the organization.
Output A product, result or service generated by a process.
Peripheral devices An auxiliary device that connects to and works with the computer in some way. Some examples: scanner, digital camera, printer.
Phase A portion of the Project in which specific set of related applications are typically implemented. Phases each have an independent start, Go-Live and closure dates but use the same Implementation Plans as other Phases of the Project. Phases may overlap or be sequential and may have different Tyler resources assigned.
Project The delivery of the software and services per the agreement and the Statement of Work. A Project may be broken down into multiple Phases.
RACI A matrix describing the level of participation by various roles in completing tasks or Deliverables for a Project or process.
Individuals or groups are assigned one and only one of the following roles for a given task: Responsible (R), Accountable (A), Consulted (C), or Informed (I).
Remote Indicates the work location is at one or more of Tyler’s physical offices or work environments.
Responsible Those who ensure a task is completed, either by themselves or delegating to another resource. [Also see RACI]
Scope Products and services that are included in the Agreement.
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Solution The implementation of the contracted software product(s) resulting in the connected system allowing users to meet Project goals and gain anticipated efficiencies.
Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project.
Standard Software functionality that is included in the base software (offthe-shelf) package; is not customized or modified.
Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project-specific activities, services, and Deliverables.
System The collective group of software and hardware that is used by the organization to conduct business.
Test Scripts The steps or sequence of steps that will be used to validate or confirm a piece of functionality, configuration, enhancement, or Use Case Scenario.
Training Plan Document(s) that indicate how and when users of the system will be trained relevant to their role in the implementation or use of the system.
Validation (or to validate) The process of testing and approving that a specific Deliverable, process, program, or product is working as expected.
Work Breakdown Structure (WBS) A hierarchical representation of a Project or Phase broken down into smaller, more manageable components.
Work Package A group of related tasks within a project.
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Emeryville, CA
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Part 4: Appendices
Conversion
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Additional Appendices
This work package is not applicable.
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Emeryville, CA
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Project Timeline
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