kimley-horn.com 3801 University Ave Suite 300, Riverside, CA 92501 951-543-9868 The future volume forecasts, trip generation estimates, and trip distribution assumptions for the four (4) options with the EDC-NG area will be submitted to the City of Menifee and the City of Perris for concurrence prior to proceeding with Tasks 1.2 through 1.4.
Task 1.2 Left-Turn Queuing Analysis
Conduct a left-turn pocket queuing analysis (using the SimTraffic software) at the following signalized intersection locations to determine adequacy of existing left-turn queuing capacity along Ethanac Road under Option 1 (No Build; No Truck Corridor) and Option 2 (One-Way Inbound Truck Corridor) conditions:
1. Ethanac Road at Goetz Road
a. Westbound Left Turn
2. Ethanac Road at Byers Road
a. Westbound Left Turn
3. Ethanac Road at Murrieta Road
a. Westbound Left Turn
4. Ethanac Road at Hull Street
a. Westbound Left Turn
5. Ethanac Road at Evans Road
a. Westbound Left Turn
6. Ethanac Road at Green Valley Parkway
a. Eastbound Left Turn
7. Ethanac Road at Barnett Road
a. Westbound Left Turn
8. Ethanac Road at I-215 SB Ramps
a. Westbound Left Turn
b. Southbound Right Turn
9. Ethanac Road at I-215 NB Ramps
a. Eastbound Left Turn
b. Northbound Left Turn
Conduct a focused westbound left-turn pocket queuing analysis at the intersection of Ethanac Road at Barnett Road, under future buildout conditions for the four options, to evaluate the distribution of project truck traffic using Barnett Road to access the Economic Development Corridor-Northern Gateway (EDC-NG).
The queuing analysis will determine the maximum inbound truck traffic that can be routed down Barnett Road (97 foot right of way) as a limiting factor. The queuing analysis assumes up to three additional (4) iterations for up to four (4) options (up to 16 total iterations) to assign the rest of the inbound truck traffic to Evans Road, Murrieta Road, and Byers Road subject to the existing westbound left turn capacity at each of those intersections.
Item Title: 10.8
Agreement
with
Kimley-Horn
and
Associates,
Inc.
for
a
Master
Circulation
Plan
Study
in
the
Economic
Development
Corridor – Northern Gateway
Item Page Number: 28
Menifee Mayor and City Council
March 20, 2024
Page
124 of 1058
kimley-horn.com 3801 University Ave Suite 300, Riverside, CA 92501 951-543-9868 Identify recommended improvements (as applicable) to the following intersections to address left- turn queuing of truck traffic for the four (4) options:
1. Ethanac Road at Barnett Road
2. Ethanac Road at Evans Road
3. Ethanac Road at Hull Street
4. Ethanac Road at Murrieta Road
5. Ethanac Road at Byers Road
6. I-215 NB Ramp at Ethanac Road
7. I-215 SB Ramp at Ethanac Road
8. Murrieta Road at Truck Corridor
Task 1.3 Safety Review
Conduct a safety review for the proposed truck route following Caltrans standards. The safety assessment requirements for the truck route will be limited to the following elements:
Review of sight distance requirements at intersections along the truck route. Sight distance triangles for corner clearance will be provided at all the intersections along the proposed truck route.
Driveway and intersection spacing review
Queuing exceeding turn pocket that impedes through-traffic Pedestrian and bicycle conflict points caused by turning vehicles Provide recommendations for safety improvements, if applicable.
Task 1.4 Truck Corridor Analysis and Report
Confirm appropriate cross sections along the Truck Corridor and review traffic control and potential queuing at the study intersections along the Truck Corridor.
Summarize operating conditions at the 21 study intersections, 30 roadway segments and 3 off- ramp queues noted in Task 1.1 under Future Build-Out conditions for the following scenarios as noted in the “Project Understanding” section of this proposal:
· Option 1 – No Build Condition (No Truck Corridor)
· Option 2 – One-Way Inbound Truck Corridor (Westbound Only) · Option 3 – Two-Way Truck Corridor (10% of Inbound Trucks from Case Road) · Option 4 – Two-Way Truck Corridor (100% of Trucks from Ethanac Road/I-215 Interchange)
Identify recommended improvements.
Prepare a stand-alone traffic report to document the methods and results of the analyses performed in this task.
Revise the traffic report to respond to up to two (2) rounds of consolidated review comments, to the extent that the revisions are within the approved scope of services and that no new data collection or additional analysis is required. The City of Menifee will compile review comments from both the Item Title: 10.8
Agreement
with
Kimley-Horn
and
Associates,
Inc.
for
a
Master
Circulation
Plan
Study
in
the
Economic
Development
Corridor – Northern Gateway
Item Page Number: 29
Menifee Mayor and City Council
March 20, 2024
Page
125 of 1058
kimley-horn.com 3801 University Ave Suite 300, Riverside, CA 92501 951-543-9868 City of Menifee and the City of Perris and provide consolidated comments for the Consultant to address.
The traffic analysis and report will address the impacts of a single development scenario. Analysis of project alternatives, phased development, additional analysis scenarios, or revised analysis to address revisions to the site plan will require additional fee.
Task 1.5 Preliminary Alignment Study – Truck Access Road Consultant will prepare a preliminary alignment study based on standard cross-sections identified in Table 1 for discussion purposes with the client to identify the horizontal geometry of the EDC Truck Access Road. The Preliminary Alignment Study will show access from Ethanac Road to Barnett Road, Evans Road, Hull Street, Murrieta Road, Geary Street, Byers Road, and Wheat Street, and will identify the horizontal geometry of the EDC access from Ethanac Road at Barnett Road, Evans Road, Hull Street, Murrieta Road, Geary Street, Byers Road, and Wheat Street.
The Consultant will develop a draft alignment based on impacts to the proposed industrial developments, constructability, right-of-way requirements, utilities, and other restrictions.
Consultant will evaluate truck turning templates on up to 17 intersections and adjust design as needed to accommodate truck turning movements.
Consultant will obtain and review as-builts and right-of-way information for the existing crossing of the Riverside County Flood Control and Water Conservation District Channel on Barnett Road.
Consultant will evaluate up to 2 alignment options of Barnett Road crossing the channel. Width of new roadway, angle of crossing, and permitting process will be considered in evaluation.
Plans will be 24” x 36” roll plots at 1” = 150’ scale.
Deliverable:
· Center line alignment study – Electronic full-size copy of the plans Task 2.0 Project Management and Coordination
Trevor Briggs, P.E. will be Kimley-Horn’s project manager and sole point of contact. He will lead project management coordination, which will consist of schedules, progress reports, invoicing and administration.
Consultant will provide coordination and attend project meetings as required by agencies and/or requested by the Client. As the level of effort associated with preparation for, attendance at and documentation of meeting discussions is difficult to predict, it will be completed on an hourly basis with an initial budget estimate provided below. Consultant assumes the following coordination and/or meetings will be required:
a) Project Team Meetings: We’ve found that it is beneficial to hold coordination meetings with the client and other team members. The initial budget estimate assumes up to 40 hours for project team meetings.
Item Title: 10.8
Agreement
with
Kimley-Horn
and
Associates,
Inc.
for
a
Master
Circulation
Plan
Study
in
the
Economic
Development
Corridor – Northern Gateway
Item Page Number: 30
Menifee Mayor and City Council
March 20, 2024
Page
126 of 1058
2905/031858-0034
20200201.2 a03/15/24
EXHIBIT A
-10-
01006.0130/967641.1
Item Title: 10.8
Agreement
with
Kimley-Horn
and
Associates,
Inc.
for
a
Master
Circulation
Plan
Study
in
the
Economic
Development
Corridor – Northern Gateway
Item Page Number: 31
Menifee Mayor and City Council
March 20, 2024
Page
127 of 1058
2905/031858-0034
20200201.2 a03/15/24
EXHIBIT A
-11-
01006.0130/967641.1
Item Title: 10.8
Agreement
with
Kimley-Horn
and
Associates,
Inc.
for
a
Master
Circulation
Plan
Study
in
the
Economic
Development
Corridor – Northern Gateway
Item Page Number: 32
Menifee Mayor and City Council
March 20, 2024
Page
128 of 1058
2905/031858-0034
20200201.2 a03/15/24
EXHIBIT A
-12-
01006.0130/967641.1
Item Title: 10.8
Agreement
with
Kimley-Horn
and
Associates,
Inc.
for
a
Master
Circulation
Plan
Study
in
the
Economic
Development
Corridor – Northern Gateway
Item Page Number: 33
Menifee Mayor and City Council
March 20, 2024
Page
129 of 1058
2905/031858-0034
20200201.2 a03/15/24
EXHIBIT A
-13-
01006.0130/967641.1
Item Title: 10.8
Agreement
with
Kimley-Horn
and
Associates,
Inc.
for
a
Master
Circulation
Plan
Study
in
the
Economic
Development
Corridor – Northern Gateway
Item Page Number: 34
Menifee Mayor and City Council
March 20, 2024
Page
130 of 1058
2905/031858-0034
20200201.2 a03/15/24
EXHIBIT A
-14-
01006.0130/967641.1
Item Title: 10.8
Agreement
with
Kimley-Horn
and
Associates,
Inc.
for
a
Master
Circulation
Plan
Study
in
the
Economic
Development
Corridor – Northern Gateway
Item Page Number: 35
Menifee Mayor and City Council
March 20, 2024
Page
131 of 1058
CITY OF MENIFEE
SUBJECT: Agreement Amendment with Tyler Technologies, Inc. for the Enterprise Resource Planning Financial Management
Software Solution
MEETING DATE: March 20, 2024
TO: Mayor and City Council
PREPARED BY: Margarita Cornejo, Deputy Finance Director REVIEWED BY: Travis Hickey, Chief Financial Officer
APPROVED BY: Armando G. Villa, City Manager
-------------------------------------------------------------------------------------------------------------------------------
RECOMMENDED ACTION
1. Approve and authorize the City Manager to execute Amendment No. 1, updating the scope of work and terms and conditions to the Software as a Services Agreement (”SaaS”) with Tyler Technologies, Inc. for comprehensive Enterprise Resource Planning Financial Management Software Solution (“MUNIS”) in the amount of $29,722.50; and
2. Authorize the City Manager to execute future contract amendments to the SaaS Agreement with Tyler Technologies, Inc. contingent on project budget availability.
DISCUSSION
On February 15, 2023, the City Council formally approved the addition of CIP 23-14: ERP Project Implementation as part of the Capital Improvement Program (CIP) and award of a Software as a Services (“SaaS”) agreement with Tyler Technologies, Inc. Through this two-year project the City will ultimately replace the existing financial management system, Eden (set to sunset by March 2027), with a more robust and comprehensive Enterprise Resource Planning (“ERP”) system, the Munis ERP.
Since award of the SaaS agreement and beginning with the spring of 2023, city staff has continued working through the implementation process month over month, with a targeted go-live date of July 1, 2024 for the Financials component of the system, and January 1, 2025 for the Human Resources component. The project is guided by an Executive Steering Committee (represented by the Executive Office, Finance Department, Information Technology, and Human Resources/Risk Management Departments), in collaboration with the various departments and Tyler Technologies, Inc. As the project continues to move forward, staff identified some modifications recommended to the existing SaaS agreement. The total SaaS agreement Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 1
Menifee Mayor and City Council
March 20, 2024
Page
132 of 1058
City of Menifee Staff Report
Amendment to (SaaS) Agreement with Tyler Technologies, Inc.
March 20, 2024
2 0
7 2
compensation amount of $947,867 would increase by $29,722 for a new revised total of $977,589.
The proposed agreement modifications would be as follows:
1.Terms and Conditions: Acceptance of Deliverables and Control Points & Other. Within the executed Statement of Work (“SOW”), clarification on existing terms and conditions indicating the City shall have ten business days from the day of delivery to accept each deliverable or control point. If the City does not accept, the City shall notify Tyler in writing, within ten business days and with reasoning. Additionally, the amendment provides for clarification on the Initial Term of the agreement, the timing of billing for the project, as well as provides some applicable terms and conditions for third party components of the ERP; and
2.Time and Attendance & Advanced Scheduling modules/components: Addition and/or expansion of the Time and Attendance and Advance Scheduling module to accommodate Menifee PD personnel migrating from existing timesheet/scheduling system to ERP solution.
The additional cost for this would be $87,588.50 and would increase licenses from 100 to 350.
The $87,588.50 includes one time licensing and implementation costs of $68,687.50, and annual SaaS costs of $18,901, subject to an annual adjustment up to 5% beginning with Year
4. By including Menifee PD as part of the Time and Attendance & Advanced Scheduling the City will be able to fully consolidate time and attendance management within one unified system and eliminate the current solution used by the PD, resulting in costs savings and operational efficiencies. Since the department was established in 2020, the City has used a separate Time, Attendance, and Advanced Scheduling solution (“POSS”), from the current EDEN system due to the more complex nature of PD schedules and shifts. With the consolidation of the time and attendance system through Munis, there will be savings of just under $12k per year for the current POSS system.
3.Removal of Inventory Module and Purchasing Integration: In review of the City’s current operations and other software solutions specific to inventory and procurement, staff has determined the Inventory Module and purchasing integration would not be needed at this time.
Therefore, it is recommended to remove these components from the scope of work. This would result in decrease to the existing contract of $57,866. The $57,866 includes savings of one-time licensing and implementation costs of $17,053, and annual savings of SaaS costs of $40,813, estimated in Table 1 beginning with Year 4 with the maximum annual adjustment.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 2
Menifee Mayor and City Council
March 20, 2024
Page
133 of 1058
City of Menifee Staff Report
Amendment to (SaaS) Agreement with Tyler Technologies, Inc.
March 20, 2024
2 0
7 2
If approved, the revised SaaS agreement with Tyler will be revised as follows:
Table 1: SaaS Agreement for Munis System
Proposed Contract
Amendment No. 1
Future Years One Time
Costs
On-Going
Costs (1)
Original
Total
Annual
Costs Additions
(Item #2)
Deletions
(Item #3)
Total Revised
Annual Costs
Year 1 Costs(2) $657,843 $290,024(3) $947,867 $87,588.50 ($57,866) $977,589.50 Year 2 Costs N/A 290,024 290,024 18,901 (40,813) 268,112 Year 3 Costs N/A 290,024 290,024 18,901 (40,813) 268,112 Year 4 Costs N/A 304,525 304,525 19,846 (42,854) 281,517 Year 5 Costs N/A 319,751 319,751 20,838 (44,996) 295,593 Year 6 Costs N/A 335,739 335,739 21,880 (47,246) 310,373 Year 7 Costs N/A 352,526 352,526 22,974 (49,608) 325,892 Year 8 Costs N/A 370,152 370,152 24,123 (52,089) 342,186 Year 9 Costs N/A 388,660 388,660 25,329 (54,693) 359,296 Year 10 Costs N/A 408,093 408,093 26,596 (57,428) 377,261 TOTAL $657,843 $3,349,518 $4,007,361 $286,976.50 ($488,406) $3,805,932 (1) Beginning Year 4, Annual Software Subscription Costs will be subject to an annual increase adjustment not-to- exceed 5%. Table 5 reflects maximum annual increase of up to 5% to provide estimated maximum amount(s). (2) Year 1 (Implementation Year) commenced February 2023 and includes one time implementation costs and annual licensing costs.
(3) Includes $40,813 of recurring costs included as part of Deletion (Item #3).
Additionally, as the City moves forward in the upcoming months, to maintain continuity in project implementation, staff is requesting the City Manager be pre-authorized to approve any future contract amendments to the SaaS agreement, provided availability of project budget. As of February 2024, the estimated available budget is approximately $147,410.50, after the proposed Contract Amendment No. 1.
As the project continues in its implementation phase, and staff assesses the various operational components of the system, a comprehensive project update, timeline and budget, will be incorporated as part of the FY2024/25 Mid-Cycle review process.
STRATEGIC PLAN OBJECTIVE
Regular City Business
FISCAL IMPACT
The fiscal impact for the proposed Amendment No. 1 would result in a net increase to the existing SaaS agreement of $29,722.50, paid in FY 2023/2024 for year 1, as the addition/expansion of the Time and Attendance modules would be offset by the removal of the inventory module and purchasing integration. Additionally, the annual subscription costs for the additional license would include an increase of $18,901 for years 2 and 3, and subject to the overall agreement annual adjustment beginning with Year 4. The fiscal impact for the second year of the 2-year budget cycle would be $18,901 in FY 2024/2025. Additionally, beginning with FY2025/26, with the migration of Menifee PD to the Munis Time and Attendance & Advanced Scheduling system, the Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 3
Menifee Mayor and City Council
March 20, 2024
Page
134 of 1058
City of Menifee Staff Report
Amendment to (SaaS) Agreement with Tyler Technologies, Inc.
March 20, 2024
2 0
7 2
City would realize annual cost savings in eliminating the current software solution being used. No additional budget appropriation(s) is required for the proposed contract amendment at this time.
ATTACHMENTS
1. Amendment No. 1
2. Statement of Work
3. Original Agreement
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 4
Menifee Mayor and City Council
March 20, 2024
Page
135 of 1058
1 AMENDMENT
This amendment (“Amendment”) is effective as of the date of signature of the last party to sign as indicated below (“Amendment Effective Date”), by and between Tyler Technologies, Inc. (“Tyler”) and the City of Menifee, California (“Client”).
WHEREAS, Tyler and the Client are parties to an agreement dated February 17, 2023 (“Agreement”); and WHEREAS, Tyler and Client desire to amend the terms of the Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows:
1. Section F(1) (Term) is replaced in its entirety by the following: The Initial Term of this Agreement is three (3) years, commencing on July 1, 2023, unless earlier terminated as set forth below. Upon expiration of the Initial Term, this Agreement will terminate. The parties may elect to renew this Agreement for additional one (1) year renewal terms at Tyler’s then-current rates but subject to pricing commitments in Exhibit B. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement.
2. The following Tyler Software, inclusive of any SaaS Services for such Tyler Software, are removed from the Agreement, effective 7/1/23:
a. Inventory, with a license fee of $17,053 and annual SaaS Fee of $9,743; b. Inventory API Toolkit, with an annual SaaS Fee of $6,214; and c. Procurement API Toolkit Bundle, with an annual SaaS Fee of $24,856.
Accordingly, as of such date, Client’s license and right to use such Tyler Software and SaaS Services are terminated, as are Tyler’s obligations to maintain, support, and host such software.
Client owes no license or SaaS fees for such software.
3. Exhibit B, Invoicing and Payment Policy is revised as follows:
a. Section 1 (SaaS Fees) is replaced in its entirety by the following: SaaS Fees are invoiced on an annual basis, beginning upon commencement of the initial term as indicated in Section F(1) of this Agreement. Your annual SaaS Fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, SaaS Fees payable during any renewal term shall not increase more than five percent (5%) over the preceding year for years four (4) through ten (10). Pricing for renewal terms thereafter shall be at our then-current SaaS Fees term. Beginning on the commencement of the initial term, Client shall no longer be required to pay annual support fees for the Migration Modules. b. The following Sections are renumbered as shown below to correct a cascading numbering error:
i. Third Party Products – Section 4
ii. Transaction Fees – Section 5
iii. Expenses – Section 6
iv. Credit for Prepaid Maintenance and Support Fees for Migration Modules – Section 7.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 5
Menifee Mayor and City Council
March 20, 2024
Page
136 of 1058
2 c. Section 4 (Third Party Products) is revised by the addition of the following two subsections:
i. Section 4.4: Tyler will invoice Client directly for any services fees for Pattern Stream as such services are delivered. Tyler will invoice Client directly for any services fees for Pattern Stream agreed to by Client in advance in writing as such services are delivered. Services provided onsite are subject to travel expenses agreed to in advance by Client in writing.
ii. Section 4.5: SaaS Services fees for Pattern Stream are invoiced annually, in advance, commencing with availability of the SaaS Services. Pricing for the first year of Pattern Stream SaaS Services is indicated in the Investment Summary.
Pricing for subsequent years will be at Finite Matters then-current rates for Pattern Stream SaaS Services.
4. Exhibit D is revised by the addition of Schedule 3 – SaaS Services Terms and Conditions for Finite Matters, LTD as shown attached hereto and incorporated herein.
5. The items set forth in the sales quotation attached as Exhibit 2 to this Amendment are hereby added to the Agreement as of the first day of the first month following the Amendment Effective Date and, notwithstanding anything to the contrary in Exhibit 1, ending 6/30/24.
Payment of fees and costs for such items shall conform to the following terms:
a. SaaS Fees. The first year’s annual SaaS Fees shall be invoiced on the first day of the first month following the Amendment Effective Date, prorated for the time period commencing on such date and ending 6/30/24. Subsequent SaaS Fees shall be invoiced in accordance with the terms of the Agreement.
b. License Fees. 100% of License Fees shall be invoiced when Tyler provides the Client with access to the applicable Tyler Software (the “Software Access Date”). c. Services Fees. Fees for services identified at Exhibit 1 and added to the Agreement pursuant to this Amendment, along with applicable expenses, shall be invoiced as provided and/or incurred.
6. Exhibit E, Statement of Work, is replaced in its entirety by the Statement attached hereto as Exhibit 3.
7. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement.
8. Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below.
Tyler Technologies, Inc. City of Menifee
By: By:
Name: Name:
Title: Title:
Date: Date:
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 6
Menifee Mayor and City Council
March 20, 2024
Page
137 of 1058
3 Exhibit 1
Finite Matters, LTD Consolidated Terms
See following pages.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 7
Menifee Mayor and City Council
March 20, 2024
Page
138 of 1058
4 Home•Terms•Finite Matters Ltd. Consolidated Terms
Finite Matters Ltd. Consolidated
Terms
FINITE MATTERS LTD.
Terms of Use Contents
Part I (Applies to customers acquiring licenses to Patternstream® software only) ▪ Notice to User
▪ Software License
▪ Limited Warranty and Disclaimer
▪ General Provisions
Part II (Applies to customers acquiring licenses to Patternstream® software only) ▪ Definitions
▪ Duties of FML
▪ Duties of User
▪ Fees and Taxes
▪ Proprietary Rights
▪ Negation of Warranty
▪ No Infringement Indemnification
▪ Limitation of Liability
▪ Termination
▪ Term
▪ General
Part III
▪ Statement of Services
▪ Payment
▪ Additional Terms and Conditions
▪ Exhibit A
Part IV (Applies to customers acquiring SaaS Services for Patternstream® software only) ▪SaaS Services and Support
▪Restrictions and Responsibilities
▪Confidentiality; Proprietary Rights; Security
▪Payment of Fees
▪Term and Termination
▪Warranty and Disclaimer
▪Indemnity
▪Limitation of Liability
▪Miscellaneous
▪Attachment 1
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 8
Menifee Mayor and City Council
March 20, 2024
Page
139 of 1058
5 Part I (Applies to customers acquiring licenses to Patternstream® software only) PATTERNSTREAM® AUTOMATED DOCUMENT SYSTEM
SOFTWARE LICENSE AGREEMENT
1.Notice to User
By signing an agreement for access to the software identified above or by clicking on the "I ACCEPT" button, you are consenting to be bound by and are becoming a party to this License Agreement, which is a legal document between you and Finite Matters Ltd., a Virginia corporation ("Licensor"). If you do not agree to all of the terms of this License Agreement, do not sign an agreement for access to the software or click the "I DO NOT ACCEPT" button.
By installing or using the accompanying software, you agree to be bound by the terms of this Agreement. If you do not agree, you are not licensed to use the software, and you must remove the software from your system and return any tangible copies of the software in your possession or control to Licensor.
2.Software License
License Grant. Licensor hereby grants to you a non-exclusive, NON-TRANSFERABLE, limited license (the "License") to use the accompanying software application and data (the "Program") on any computer located at your business premises and any other computers or devices owned or controlled by you which can be accessed from outside your business premises by a telecommunications network or otherwise.
Copying. You may make that number of copies of the Program that are necessary for you to use the Program in accordance with the license granted above. You also may copy the Program for archival purposes. Each copy made by you must include the copyright/proprietary rights notice(s) embedded in and affixed to the Program. All other copying of the Program, any part thereof, or the accompanying documentation (if any) is prohibited.
Other Restrictions. YOU MAY NOT DISTRIBUTE, LOAN, LEASE OR RENT THE PROGRAM, BUT
YOU MAY TRANSFER YOUR RIGHTS UNDER THIS LICENSE ON A PERMANENT BASIS IF YOU
TRANSFER THIS LICENSE, THE PROGRAM AND ALL ACCOMPANYING WRITTEN MATERIALS
AND RETAIN NO COPIES, AND THE RECIPIENT AGREES TO THE TERMS OF THIS AGREEMENT. ANY TRANSFER OF THE PROGRAM MUST INCLUDE THE MOST RECENT UPDATE AND ALL PRIOR VERSIONS. Under no circumstances may you modify, translate, reverse engineer, decompile, or disassemble the Program, any associated data or subscription files, or create any derivative work thereof.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 9
Menifee Mayor and City Council
March 20, 2024
Page
140 of 1058
6 Title. Title to the Program is not transferred to you. Ownership of the Program and all subsequent copies of the Program regardless of the form or media in or on which the original and other copies subsequently may exist, remains in Licensor.
3.Limited Warranty and Disclaimer
Limited Warranty. Licensor warrants that, for a period of 90 days from the date you receive the Program: (i) the medium, if any, upon which the Program is provided to you by Licensor will be free from defects in material and workmanship under normal use, and (ii) the Program will perform substantially in accordance with its accompanying documentation when operated in the computing environment specified by Licensor. Licensor does not warrant, however, that the Program will meet your requirements, that your use of the Program will be uninterrupted, that the operation of the Program will be error-free or secure, or that any defects in the Program will be corrected.
Modifications to the Program, subjection of the Program to accident, abuse, or improper use, or violation of the terms of this Agreement shall void this limited warranty immediately. This warranty shall not apply if the Program is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Program was designed to be used as described in the accompanying documentation.
DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PROGRAM AND ANY DOCUMENTATION ARE PROVIDED "AS IS," "WITH ALL FAULTS" AND WITHOUT
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PROGRAM OR AGAINST INFRINGEMENT.
Limitation of Remedies. Licensor's entire liability and your exclusive remedy for breach of any expressed or implied warranty shall be, at Licensor's option, either (i) replacement of the Program or media that does not conform to the Limited Warranty contained in this Agreement and which is returned to Licensor with a copy of your purchase receipt prior to expiration of the applicable warranty period, or (ii) a refund of your purchase price for the Program upon return of the Program and all documentation with a copy of your purchase receipt prior to expiration of the applicable warranty period and certification that you have erased all other copies of the Program in your control or possession. Any replacement Program will be warranted for the remainder of the original warranty period or 30 days, whichever is longer.
LIMITATION OF LIABILITY. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST PROFITS
OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
CONSEQUENTIAL OR ANY OTHER TYPE OF DAMAGES, ARISING OUT OF THIS AGREEMENT
OR THE USE OF THE PROGRAM LICENSED HEREUNDER, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.General Provisions
Termination. This Agreement and the License granted herein may be terminated by Licensor, at its sole option, if you commit a material breach of this Agreement. This Agreement and the License granted herein shall terminate immediately upon your receipt of a new version or update of the Program. Upon any termination of this Agreement, you must cease use of the Program, destroy all Item Title: 10.9
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7 copies then in your possession or control, and take such other action as Licensor may reasonably require to ensure that no copies of the Program remain in your possession or control.
Export Controls. The Program, the Program technology and its related documentation may not be exported or reexported in violation of the U.S. Export Administration Act and its implementing regulations.
Governing Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia, U.S.A. as such laws apply to agreements between Virginia residents entered into and to be performed within Virginia, except as governed by Federal law. ANY ACTION
OR PROCEEDING SHALL BE BROUGHT IN A FEDERAL OR STATE COURT OF COMPETENT
JURISDICTION IN THE COUNTY OF GOOCHLAND, VIRGINIA OR THE CITY OF RICHMOND, VIRGINIA, AND IN NO OTHER JURISDICTION.
Miscellaneous. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the validity and enforceability of the other provisions will not be affected thereby. Failure of a party to enforce any provision of this Agreement does not constitute and should not be construed as a waiver of such provision or of the right to enforce such provision. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
U.S. Government Restricted Rights. The Program and any documentation are provided to the Government with RESTRICTED RIGHTS as defined at 48 CFR 27.401 or at DFARS 252.227- 7013(a), as appropriate to the procuring agency. Notwithstanding any other lease or license agreement that pertains to, or accompanies the delivery of, the Program, use, duplication or disclosure by the U.S. Government is subject to restrictions set forth in subparagraphs (c)(1) and (c)(2) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19, when procured or used by civilian agencies of the U.S. Government, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, when procured or used by agencies of the U.S. Department of Defense, and in similar clauses in the NASA FAR Supplement, where applicable. U.S. Government Restricted Rights Contractor/manufacturer is Finite Matters Ltd., 3064 River Road West, Suite B, Goochland, Virginia 23063.
Copyright. The Program is protected by the copyright laws of the United States and international copyright treaties, and should be treated like other copyrighted material.
Copyright 2020 Finite Matters Limited Liability Company Portions of the Program are licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0
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8 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.
Contact Us.
If you have any questions concerning this Agreement, or if you desire to contact Licensor for any reason, please contact Finite Matters Ltd. at 3064 River Road West, Suite B, Goochland, Virginia 23063.
Part II (Applies to customers acquiring licenses to Patternstream® software only) FINITE MATTERS LTD.
SOFTWARE MAINTENANCE AGREEMENT
THIS SOFTWARE MAINTENANCE AGREEMENT made and entered into between Finite Matters Ltd., a Virginia corporation (hereinafter “FML”), and the customer that has licensed the Software (hereinafter defined) from FML (hereinafter “User”), determines the obligations of FML for the maintenance of the Software.
1. Definitions
As used in this Agreement, the following definitions shall apply:
a. “Software” shall mean the computer program(s), in object code form, identified in Schedule A, annexed hereto and made a part hereof.
b. “Designated Equipment” shall mean the central processing unit and its associate equipment that are identified by model and serial numbers on the annexed Schedule A. c. “Specifications” shall mean the functional specifications for the Software in existence as of the effective date of this Agreement.
d. “Errors, Malfunctions and Defects” shall mean the failure or inability of the Software to perform any material functions set forth in the Specifications when such Software is used on the Designated Equipment.
e. “Nonexclusive license” means a license that does not preclude the licensor from transferring the same information, informational rights, contractual rights or permissions within the same scope to other licensees.
2. Duties of FML
a. FML shall perform the following services during the term hereof:
i. Assist User in diagnosing Errors, Malfunctions and Defects when the Software is used on the Designated Equipment.
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9 ii. Provide technical services to User to attempt to correct diagnosed Errors, Malfunctions and Defects.
iii. Provide technical services to User to attempt to keep the Software in compliance with hardware changes made to the Designated Equipment by the manufacturer thereof.
iv. Provide technical services to User to attempt to keep the Software compatible with the then-current version of the operating system of the Designated Equipment. b. In receiving such services, User shall be entitled only to the following:
i. Twelve (12) telephone support incidents per Term (as hereinafter defined), not to exceed an aggregate of eight (8) hours. In the event this Agreement is renewed for one or more Renewal Terms (as hereinafter defined), User shall not receive any credit for unused incidents remaining at the end of the preceding Term. Such tele- phone support shall be provided during FML’s standard business hours (9 a.m. to 5 p.m. Eastern Time, Monday through Friday).
ii. Unlimited e-mail support.
c. During the term hereof, FML shall notify User of all major and minor Software updates, upgrades and enhancements and related updates to the Software documentation (each, a “Release”). User shall have the option to purchase each Release at FML’s then-current price.
3. Duties of User
User shall provide FML with all information, documentation, technical assistance and access to the Designated Equipment as FML may require in order to perform the duties set forth in Paragraph 2 hereof. FML shall be released from its obligations hereunder if User is unable or other- wise fails to provide FML with the foregoing.
4. Fees and Taxes
a. In consideration of FML’s performance of its obligations hereunder, User shall pay FML the annual maintenance fees set forth in Schedule A hereof or, alternatively, the annual maintenance fees for FML maintenance services indicated as payable pursuant to the agreement with Tyler Technologies, Inc. (“Tyler”) through which User obtained access to the Software (hereinafter, a “Tyler Agreement”).
b. User shall pay all taxes based on or in any way measured by this Agreement or any services related hereto, excluding taxes based on FML’s net income. If User challenges the applicability of any such taxes, it shall pay the same to FML and User may thereafter challenge such tax and seek refund thereof.
c. Unless annual maintenance fees for FML maintenance services, including any applicable taxes, are payable under a Tyler Agreement, such amounts shall be due and payable in advance within 10 days after the submission of invoice therefor by FML. User shall pay a late payment charge of 1.5 percent per month, or the maximum rate permitted by applicable law, whichever is less, on any unpaid amounts for each calendar month or fraction thereof that any payment to FML is in arrears.
5. Proprietary Rights
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10 a. FML shall own the entire right, title and interest in and to all corrections, programs, information and work product conceived, created or developed, alone or with User or others, as a result of or related to the performance of this Agreement, including all proprietary rights therein or based thereon. Subject to the payment of the maintenance fees and taxes herein provided, FML hereby grants to User a nonexclusive license to use that portion of such corrections, programs, information and work product that FML actually delivers to User pursuant to this Agreement.
b. Except and to the extent expressly provided herein, FML does not grant to User any right, license or other proprietary right, express or implied, in or to any corrections, programs, information or work product covered by this Agreement.
6. Negation of Warranty
FML DOES NOT WARRANT THE SERVICES PROVIDED UNDER THIS AGREE- MENT OR THAT
THE SOFTWARE WILL MEET OR CONTINUE TO MEET THE SPECIFICA- TIONS OR THAT ANY OR ALL ERRORS, MALFUNCTIONS AND DEFECTS CAN OR WILL BE CORRECTED. ALL CORRECTIONS, PROGRAMS, INFORMATION AND SERVICES ARE PROVICED ON AN “AS IS”
BASIS, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, ANY WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR PARTICULAR PURPOSE.
7. No Infringement Indemnification
FML SHALL HAVE NO LIABILITY TO USER FOR THE INFRINGEMENT OF ANY PROPRIETARY
RIGHTS AS A RESULT OF OR RELATED TO THIS AGREEMENT OR TO ANY CORRECTIONS,
PROGRAMS, INFORMATION, WORK PRODUCT OR SERVICES PROVIDED TO USER BY FML HEREUNDER.
8. Limitation of Liability
a. FML SHALL NOT BE LIABLE TO USER FOR ANY DAMAGES RESULTINGFROM OR
RELATED TO THE SERVICES PERFORMED BY FML HEREUNDER, INCLUDING, BUT
NOT LIMITED TO, ANY LOSS OF DATA OR SOFTWARE, INABILITY OF FML TO COR-
RECT ANY ERRORS, MALFUNCTIONS AND DEFECTS IN THE SOFTWARE, OR DELAY OF FML IN PERFORMING ANY SERVICES HEREUNDER.
b. IN NO EVENT SHALL FML BE LIABLE TO THE USER FOR ANY INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO
THIS AGREEMENT, EVEN IF FML HAS BEEN ADVISED OF THE POSSIBIL- ITY THEREOF OR KNEW OR SHOULD HAVE KNOWN THEREOF. FML’S LIABILITY HERE- UNDER TO
THE USER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE ANNUAL MAINTENANCE FEES PAID TO FML HEREUNDER BY USER.
9. Termination
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11 a. This Agreement may be terminated upon the occurrence of one or more of the following events; provided, however, the terminating party shall have no liability to the other party for the exercise of any rights granted in this paragraph, nor shall such exercise have the effect of waiving any rights, claims, or damages to which the terminating party might be entitled:
i. By either party, if the other party is adjudicated bankrupt or seeks protection as a debtor, voluntarily or involuntarily, under any bankruptcy law. ii. By FML, if User fails to pay the maintenance fees or taxes due FML hereunder. iii. By either party, if the other party is in default of any other provision of this Agreement, provided written notice of such alleged default has been given to the other party and such other party has not cured such default within 30 days after receipt of such notice.
b. The failure of either party to exercise its rights of termination as provided herein shall not be deemed a waiver or limitation of the rights of such party to subsequently terminate this Agreement for any other or similar default.
10. Term
a. This Agreement shall become effective upon FML’s written acceptance of this Agreement or, in the event access to the Software is obtained pursuant to a Tyler Agreement, upon Tyler’s acceptance of such Tyler Agreement.
b. The initial term of this Agreement shall be for a period of 12 months commencing with the date of FML’s acceptance of this Agreement (the “Initial Term”). c. After expiration of any Term (as hereinafter defined), and subject to any contrary provisions in a Tyler Agreement, User shall have the right to renew this Agreement for an additional 12- month period (each, a “Renewal Term”) by providing FML with 60 days prior written notice. No Renewal Term shall commence until receipt by FML of its then-current annual maintenance fees. The Initial Term and each Renewal Term shall be referred to herein as a “Term.” d. Notwithstanding the foregoing, FML shall have the right, exercisable at its sole discretion, to terminate this Agreement effective as of the end of any Term by providing User with 30 days prior written notice thereof. This right shall be exercisable by FML without respect to any renewal notice previously, contemporaneously or subsequently provided by User pursuant to Paragraph 10(c) hereof.
11. General
a. This Agreement is the sole and entire agreement between the parties relating to the subject matter hereof and may be amended only by a writing executed by authorized representatives of both parties. FML rejects any and all additional, conflicting or inconsistent terms and conditions that may be submitted or proposed by User.
b. User may not assign or transfer this Agreement or User’s rights and obligations here- under without FML’s prior written consent.
c. All notices, requests or other communications required shall be in writing and shall be deemed to have been duly given if delivered personally or mailed by United States certified or registered mail, prepaid, return receipt requested, to the parties or their permitted assignees at the addresses indicated below (or at such other address as shall be given in writing by either of the parties to the other).
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12 d. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia without regard to its principles of conflicts of laws. No action or proceeding based upon this Agreement or arising out of its performance shall be instituted by either party more than one year after the cause of action has accrued, and any such action or proceeding shall be brought in a federal or state court of competent jurisdiction in the County of Goochland, Virginia or the City of Richmond, Virginia, and in no other jurisdiction. e. In the event that FML should institute suit against User for any relief under this Agreement and substantially prevail in such suit, User shall pay to FML all reasonable expenses and court costs, including reasonable attorneys’ fees, incurred by FML, which shall be deemed to have accrued on the date such suit is instituted and shall be enforceable even though such suit is not prosecuted to judgment.
f. This Agreement shall be binding upon the parties and their respective legal representatives, heirs, devisees, legatees or other successors and assigns, and shall inure to the benefit of the parties and their respective permitted legal representatives, heirs, devisees, legatees or other successors and assigns.
g. The failure of any party at any time or times to require the performance of any provisions of this Agreement shall in no manner affect the right to enforce the same; and no waiver by any party of any provision (or of a breach of any provision) of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision (or of a breach of any other provision) of this Agreement.
h. It is the intention of all of the parties hereto that each provision of this Agreement is severable and, if for any reason any provision is held to be invalid or unenforceable, neither the validity or enforceability of the remaining provisions of this Agreement shall be affected thereby.
Part III
FINITE MATTERS LTD.
SERVICES AGREEMENT TERMS
SECTION I. STATEMENT OF SERVICES
Subject to the terms and conditions attached hereto, Finite Matters Ltd., a Virginia corporation with a principal place of business at 3064 River Road West, Suite B, Goochland, Virginia 23063 (“FML”), shall provide professional computer programming and consulting services (the “Work”) to the party who has purchased FML’s services through Tyler Technologies, Inc. (“Tyler”) as an authorized reseller (such purchasing party, “Customer”) in accordance with the written statement of work agreed to between the parties attached hereto as Exhibit A and incorporated herein by reference as fully as though set forth herein (the “Statement of Work”). Nothing in this Agreement or the Statement of Work is intended to grant to Customer any rights in any of FML’s proprietary computer software programs, including without limitation the software commonly known as PatternStream® Automated Item Title: 10.9
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13 Document System (collectively, the “Software”); Customer’s use of the Software is subject to a separate Software License Agreement entered into by Customer.
SECTION II. PAYMENT
Unless indicated otherwise in an agreement between Tyler and Customer (a “Tyler Agreement”), Customer will pay FML for the services performed under this Agreement in the amounts specified in the Statement of Work. In the event a Statement of Work is not attached hereto but FML performs consulting services for Customer, or if the Statement of Work does not specify the type of payments to be made by Customer, then such Work performed by FML shall be rendered on a time and materials basis. For work rendered on a time and materials basis, Customer agrees to pay FML for such services at FML’s then current hourly rate, unless the parties otherwise expressly agree in writing.
SECTION III. ADDITIONAL TERMS AND CONDITIONS
1. Warranty
FML will provide the deliverables specified in the Statement of Work with the degree of skill and care that is required by customarily accepted good and sound professional practices and standards, at the time the Work is performed, to ensure all Work is correct and appropriate for the purpose intended.
In the event of any error, omission, or other professional negligence, or any breach of the above warranty, the sole and exclusive responsibility of FML will be to re-perform the deficient Work at its own expense and FML will have no other liability whatsoever.
FML will not be responsible for any error, omission, or other professional negligence, or any breach of warranty by any other third-party software or operating system.
FML will fix errors in customized software and pattern set template files for no charge for 90 days after delivery. FML will fix any PatternStream errors at no charge.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, FML SHALL NOT, UNDER ANY
CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT
OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES ARISING OUT OF OR
RELATED TO ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOSS OF PROFIT,
INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF CUSTOMER OR CUSTOMER’S AUTHORIZED REPRESENTATIVE HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
2. Schedule Contingencies
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14 Conditions or events beyond the control of FML may jeopardize the proposed schedule for the Work.
FML shall not be responsible for delays in delivery beyond FML’s control. Examples of conditions or events beyond FML’s control include a change in the Customer’s personnel working on the project or an inability to access Customer’s personnel and information.
3. Indemnity
Customer hereby undertakes and agrees to indemnify and save harmless FML, its officers, directors and employees, from any and all liability, loss, damage, suits, debts, claims, expenses, etc., whatsoever, arising directly or indirectly from this Agreement or the Statement of Work, including any patent, copyright, trade secret, or trademark infringement claims.
4. Insurance
FML will maintain, throughout the life of these tasks, insurance that meets or exceeds the limits specified by Customer.
5. Security
While at Customer’s locations, FML employees will comply with the work place rules and regulations established by Customer.
6. Proprietary Information
FML understands that published products are the property of Customer. FML and it employees and contractors will not compromise Customer’s property rights, intellectual property rights, or non- disclosure policies. Customer understands that the Software, including PatternStream, and associated technologies and services are proprietary to FML and shall remain proprietary to FML notwithstanding anything to the contrary contained herein.
Customer and FML will make available and disclose such software, processes, product information, and data (hereafter “Information”) as the parties mutually agree are necessary and desirable for tests, analysis, review, study, evaluation, development and completion. Either party may consider portions of the Information proprietary.
Both Customer and FML agree:
a. To permit Information access only to those personnel engaged in completing the project. Both parties will require project personnel to maintain the Information in confidence. b. The Information shall at all times remain the property of the respective parties and shall not be used or disclosed to anyone without the prior consent of the other party.
Notwithstanding the foregoing, this Section shall not apply to Information which:
i. Is in the public domain.
ii. Is known and can be shown to be known by either party prior to disclosure.
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15 iii. Becomes part of the public domain by publication or otherwise and is not the result of any unauthorized act or omission on the part of either party; or iv. Can be demonstrated to have been supplied to either party by a third party who is under no obligation to maintain such Information in confidence.
It is acknowledged by Customer that unauthorized copying, transfer or use of the Software, including PatternStream, or unauthorized disclosure of the Information may cause FML irreparable injury that cannot be adequately compensated for by means of monetary damages. It is therefore agreed that any breach of this section by Customer may be enforced by means of equitable relief (such as, but not necessarily limited to injunctive relief) in addition to any other rights and remedies that may be available.
7. Copyright
FML agrees that any published product resulting from the products or services provided hereunder shall become the exclusive property of Customer.
8. Software Products
Customer understands that FML is in the software development business and that FML has the right to develop software and publishing products and processes for various industry sectors.
9. Remedies
If Customer is in default of any payment hereunder or attempts to use, copy, license, or convey the items supplied by FML hereunder in a manner contrary to the terms of this Agreement or in competition with FML or in derogation of FML’s proprietary rights, whether these rights are explicitly herein stated, determined by law, or otherwise, FML shall have, in addition to any other remedies available to it, the right to injunctive relief enjoining such action and the right to revoke the license for FML-supplied software, Customer hereby acknowledging that other remedies are inadequate.
10. Term
This Agreement is at the will of the parties and may be terminated by either FML or Customer at any time, with or without cause. In the event of termination of this Agreement prior to completion of the Work, Customer shall be responsible for payment for all services rendered and expenses incurred by FML up to the date of termination.
11. Notice
All notices under this Agreement or the Statement of Work shall be in writing and given either in person or by express overnight service to the principal office address of the other party (or to such other address as a party may furnish to the other as provided in this sentence), and shall be deemed received on the date of personal delivery or receipt (in the case of express overnight service).
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16 12. Assignment; Binding Effect
Customer shall not assign, transfer or delegate any rights or obligations under this Agreement or the Statement of Work without the prior written consent of FML, which consent may be withheld in FML’s sole discretion. All or any portion of the services to be provided by FML hereunder may be subcontracted by FML without Customer’s consent, which subcontracting shall in no way relieve FML of its obligations hereunder. This Agreement (including these terms and conditions) and the Statement of Work shall be binding upon the parties and their respective legal representatives, heirs, devisees, legatees or other successors and assigns, and shall inure to the benefit of the parties and their respective permitted legal representatives, heirs, devisees, legatees or other successors and assigns.
13. Entire Agreement
This Agreement, together with the Statement of Work, constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous agreements (written or oral), if any, of the parties with respect to its subject matter, and may not be amended except in writing signed by both parties. In the event of any conflict between the terms of this Agreement and the Statement of Work, the terms of the Statement of Work shall control.
14. No Waiver
The failure of any party at any time or times to require the performance of any provisions of this Agreement (including these terms and conditions) or the Statement of Work shall in no manner affect the right to enforce the same; and no waiver by any party of any provision (or of a breach of any provision) of this Agreement (including these terms and conditions) or the Statement of Work, whether by conduct or otherwise, in any one or more instances, shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision (or of a breach of any other provision) of this Agreement (including these terms and conditions) or the Statement of Work.
15. Governing Law
This Agreement (including these terms and conditions) and the Statement of Work shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Virginia.
16. Severability
It is the intention of all of the parties hereto that each provision of this Agreement (including these terms and conditions) or the Statement of Work is severable and, if for any reason any provision is held to be invalid or unenforceable, neither the validity or enforceability of the remaining provisions of this Agreement or the Statement of Work shall be affected thereby.
17. Payment
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17 Unless indicated otherwise in an agreement between Tyler and Customer, FML shall be paid within 30 days of invoice receipt for the Work. Invoices greater than 30 days old will be assessed an additional late fee of 2.0 percent. Software invoices shall be paid on delivery.
The prices set forth in the Statement of Work include all reasonable phone and miscellaneous expenses incurred by FML personnel. These prices do not include any specialty application development, modifications, or enhancements beyond what is delineated in the Statement of Work and reasonable travel, lodging and meal expenses.
FML shall not be responsible for the payment of any local, state or federal taxes for deliverables outside the Commonwealth of Virginia.
18. Attorneys’ Fees
In the event that any party should institute suit for any relief under this Agreement or the Statement of Work against the other party, the losing party shall pay to the prevailing party all reasonable expenses and court costs, including reasonable attorneys’ fees, incurred by the prevailing party, which shall be deemed to have accrued on the date such suit is instituted and shall be enforceable even though such suit is not prosecuted to judgment.
Part III
EXHIBIT A
FINITE MATTERS LTD.
STATEMENT OF WORK
Implementation Methodology and Assumptions: Because PatternStream Automated Document System (PADS) is an out-of-the-box application, most of the setup involves the document configuration using the PADS GUI. The publishing project is set up in an iterative manner. Queries are used in PADS to acquire information, place it in variables, create strings and other control objects, and publish the information into targets with their attributes. The Adobe FrameMaker template is modified as presentation enhancements become necessary. As each level or type of publishing is created, trials are run to test the publishing. A typical setup may use hundreds of trials to develop additional levels of presentation.
Because of the nature and FML’s experience with PADS implementation, FML believes that we can rapidly setup PADS to publish the Customer’s document. FML will test publish the documents from the Customer’s Munis budget system, other database systems, flat files, and content, and provide it to the Customer’s staff for review. It is assumed that staff personnel will verify the document content and appearance and FML complete the PADS configuration to enable the publishing of the document. Once complete, the system will enable the Customer’s staff to successfully publish from Item Title: 10.9
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18 the Tyler Munis database using PADS. The system may also easily provide a basis for other Customer publishing implementations.
Project assumptions are listed in the Customer Solution Overview document beginning on page 14 (the document is enclosed as part of the agreement). Due to the required project completion date, the major assumption is that Customer personnel will perform data access process development from the Munis system and possibility other information systems. How the organization, funds, programs, and other classes of information are represented in the data sources becomes an important part of the assumption considerations too. At this time, we assume that all information is represented in a method that doesn’t require consolidation – or that the consolidation is available.
FML proposes to perform work primarily at FML offices to minimize expense cost. This will allow travel costs to be minimized.
Description of Services: FML will provide services to the Customer to implement a document publishing system to publish the required document. These services will be provided both on-site and off-site during the term of the Statement of Work, excluding Customer holidays. These services will include, but are not limited to the following:
1. Design, develop, test, and implement the PADS software to publish the Customer’s book.
2. Provide training and knowledge transfer to Customer staff.
3. Provide support and requested enhancements as needed after system launch.
Project Tasks
As FML currently understands the Customer requirements, the project may need to be divided into a series of tasks.
Project Analysis and Design
The project analysis work will dissect the documents and verify their information sources, the Customer work flows, web site, and will recommend specific methods on how to proceed. This task will define and confirm the project work scope, tasks, and plan. The plan will include recommendations in the event the existing environment requires enhancement for optimum system performance.
Software Installation
FML personnel will install the software necessary to implement the publishing project on the Customer systems or cloud hosted system. Installation will include Adobe FrameMaker and FML PADS software. FML assumes that the installation desktop workstation will be connected to the network with access to the required file repositories and data sources.
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19 FML will develop FrameMaker and other templates necessary to publish the Customer’s document.
These templates will be based on the Customer’s current requirements and reasonable changes.
PADS Setup
FML will PADS to publish the Customer document. This development will include the use of queries necessary to obtain the system and other database information. It is anticipated that support will be available to develop the queries and acquire other information. The setup will be based on the Customer current document format with enhancements as reasonably desired.
First Document Publishing
FML will support the first publishing of the Customer document.
Compensation: FML will invoice the Customer at the rates and amounts set forth in the Tyler Agreement. Part of the Project Analysis and Design task will be to confirm the project estimate, with any increase above the amounts indicated in the Tyler Agreement to be mutually agreed upon through a change order process.
Training: FML will optionally provide five days of system training at our then-current rates, plus expenses, if requested.
Expenses: FML will invoice the Customer for reasonable travel expenses at actual cost. Travel expenses may include lodging, air fare, meals, car rental and mileage to and from airport.
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20 Part IV (Applies to customers acquiring SaaS Services for Patternstream® software only)
SAAS TERMS AND CONDITIONS
These SaaS Terms and Conditions apply between Finite Matters Ltd., a Virginia corporation (“FML”) and the customer (“Customer”) identified on the applicable Tyler Technologies sales quotation for the software-as-a-service offering made available by FML and identified on the quotation (“Services”) and govern all use by Customer of such Services. These SaaS Terms and Conditions may be updated by FML from time to time by posting on the FML website through which the Services are available or by written notice to you. Together, the applicable Tyler sales quotation(s) and these SaaS Terms and Conditions are referred to herein as the “Agreement”. This Agreement contains, among other things, warranty disclaimers, liability limitations and use limitations.
1. SAAS SERVICES AND SUPPORT
a. Subject to the terms of this Agreement, commencing on the first day of the Term (as defined at Section
5.a below), FML will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Attachment 1. As part of the registration process, Customer will identify an administrative username and password for Customer’s account. FML reserves the right to refuse registration of, or cancel passwords it deems inappropriate. b. Subject to the terms hereof, FML will provide Customer with reasonable technical support services in accordance with the terms set forth in Attachment 1.
2. RESTRICTIONS AND RESPONSIBILITIES
a.Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by FML or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
b.Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S.
Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. c. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with FML’s standard published policies then in effect and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless FML and its licensors and suppliers against any Item Title: 10.9
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21 damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although FML has no obligation to monitor Customer’s use of the Services, FML may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
d. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS; SECURITY
a.Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of FML includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to FML to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law. b.Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. FML and its licensors shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. c.Notwithstanding anything to the contrary, FML and its licensors and suppliers shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and FML and its licensors and suppliers will be free (during and after the term hereof) to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other FML offerings, and (b) disclose such data solely in aggregate or other de-identified form in connection with its or their business. No rights or licenses are granted except as expressly set forth herein.
d.During the Term, FML shall maintain a formal security program materially in accordance with industry standards that is designed to: (a) ensure the security and integrity of Customer Data; (b) protect against threats or hazards to the security or integrity of Customer Data; and (c) prevent unauthorized access to Customer Data.
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22 4. PAYMENT OF FEES
Customer shall pay the applicable fees (“Fees”) described in the applicable Tyler sales quotation (“Quotation”) in accordance with the terms therein pursuant to the agreement with Tyler Technologies, Inc. through which Customer obtained access to the Services (hereinafter, a “Tyler Agreement”). If Customer’s use of the Services exceeds the Service Capacity (if any) set forth on the Quotation, or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided in the Tyler Agreement.
5. TERM AND TERMINATION
a. Subject to earlier termination as provided below, this Agreement is for the twelve (12) month period commencing when FML makes the SaaS Services available to you ( “Initial Service Term”), and shall be automatically renewed for additional periods of twelve (12) months each (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current Term.
b. In addition to any other remedies it may have, either party may also terminate this Agreement upon 30 days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement and fails to sure such breach within the notice period.
Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, FML will make all Customer Data available to Customer for electronic retrieval for a period of 30 days, but thereafter FML may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. WARRANTY AND DISCLAIMER
FML shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by FML or by third-party providers, or because of other causes beyond FML’s reasonable control, but FML shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. FML does not warrant that the Services will be uninterrupted or error free; nor does FML make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this section, the Services and Implementation Services are provided “as is” and FML disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
7. INDEMNITY
FML shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, provided FML is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; FML will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by FML, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by FML, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of Item Title: 10.9
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23 modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by FML to be infringing, FML may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services.
8. LIMITATION OF LIABILITY
Notwithstanding anything to the contrary, except for bodily injury of a person, FML and its suppliers (including but not limited to all equipment and technology licensors and suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond FML’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Customer to FML for the Services under this agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not FML has been advised of the possibility of such damages.
9. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with FML’s prior written consent. FML may transfer, assign or subcontract any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind FML in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after being sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with FML to serve as a reference account upon request.
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Exhibit 1
24 Attachment 1 to SaaS Agreement
Maintenance and Support Services and Service Level Obligations
1.Support and Maintenance Services.
a.Generally. FML shall provide maintenance and support services (“Support Services”) for the Services in accordance with the provisions of this Schedule. For clarity, the Support Services are included in the Services, and FML shall not assess any additional Fees, costs or charges for such Support Services.
b.Support Services Responsibilities. FML shall provide unlimited support via email and telephone between the hours of 9:00AM – 5:00PM Eastern Time, Monday through Friday.
FML also shall provide chat support services, to the full extent FML makes such resources generally available to its other customers. FML shall use reasonable efforts to respond to requests for Support Services outside of the foregoing hours of availability. c.Service Maintenance. FML shall maintain the Services to meet the Availability Requirement (defined below). Such maintenance services shall include providing to Customer:
(i) all updates, bug fixes, enhancements, new releases, new versions, and other improvements to the Services, including the Software, that FML provides at no additional charge to its other similarly situated customers; and (ii) all such services and repairs as are required to maintain the Services or are ancillary, necessary, or otherwise related to Customer’s access to or use of the Services, so that the Services operate properly in accordance with the Agreement.
2.Service Availability
a.Availability Requirement. FML shall make the Services Available (as defined below), as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period”), 99.5% of the time, excluding only the time the Services are not Available solely as a result of one or more Exceptions (the “Availability Requirement”). “Available” means the Software Application is available and operable for access and use by Customer and its authorized users over the Internet in full conformity with FML’s specifications and without any material degradation of performance. “Availability” has a correlative meaning.
The Services are not considered Available in the event of any performance degradation or inoperability of the Services as a whole.
b.Exceptions. No period of Services degradation or inoperability will be included in calculating Availability if such downtime or degradation is due solely to any of the following (each, an “Exception”):
i. Failures of Customer’s or any authorized user’s Internet connectivity; ii. Internet or other network problems other than problems arising in or from networks actually or required to be provided or controlled by or on behalf of FML;
iii. Customer’s or authorized users’ failure to comply with Section 2 of the Agreement;
iv. Problems caused by Customer’s or authorized users’ hardware, software, networks, computer systems or devices; or
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Exhibit 1
25 v. Scheduled Downtime in accordance with Section 2.c below. c.Scheduled Downtime. Scheduled outages of the Services in whole or in part (“Scheduled Downtime”) shall be scheduled between the hours of 2 a.m. and 6 a.m., Eastern Time.
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Exhibit 2
26 Exhibit 2
Amendment Investment Summary
The following Investment Summary details the software, products, 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. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the event of conflict between the Agreement and terms in the Comments section of this Investment Summary, the language in the Agreement will prevail.
Sales quotation follows this page.
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29 Item Title: 10.9
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Exhibit 3
30 Exhibit 3
Statement of Work
See following pages.
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Menifee, CA
SOW from Tyler Technologies, Inc.
8/29/2023
Presented to:
29714 Haun Rd
Menifee, CA 92586-6540
Contact:
Rich Boven
Email: [email protected]
One Tyler Drive, Yarmouth, ME 04096
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Tyler Technologies, Inc. Page | i
Table of Contents
PART 1: EXECUTIVE SUMMARY ..............................................................................................................1
1. Project Overview.................................................................................................................................1
1.1 Introduction ........................................................................................................................................1
1.2 Project Goals .......................................................................................................................................1
1.3 Methodology.......................................................................................................................................1 PART 2: PROJECT FOUNDATION.............................................................................................................3
2. Project Governance.............................................................................................................................3
3. Project Scope Control..........................................................................................................................4
3.1 Managing Scope and Project Change..................................................................................................4
3.2 Change Control....................................................................................................................................4
3.3 Change Request Management............................................................................................................4
4. Acceptance Process.............................................................................................................................6
5. Roles and Responsibilities ...................................................................................................................6
5.1 Tyler Roles & Responsibilities .............................................................................................................6
5.1.1 Tyler Executive Manager.............................................................................................................7
5.1.2 Tyler Implementation Manager ..................................................................................................7
5.1.3 Tyler Project Manager.................................................................................................................7
5.1.4 Tyler Implementation Consultant ...............................................................................................8
5.1.5 Tyler Sales....................................................................................................................................8
5.1.6 Tyler Technical Services...............................................................................................................8
5.1.7 Tyler API Services ........................................................................................................................9
5.2 City Roles & Responsibilities ...............................................................................................................9
5.2.1 City Executive Sponsor ................................................................................................................9
5.2.2 City Steering Committee .............................................................................................................9
5.2.3 City Project Manager.................................................................................................................10
5.2.4 City Functional Leads.................................................................................................................11
5.2.5 City Power Users .......................................................................................................................11
5.2.6 City End Users............................................................................................................................12
5.2.7 City Technical Lead....................................................................................................................12
5.2.8 City Change Management Lead ................................................................................................12 PART 3: PROJECT PLAN...........................................................................................................................14
6. Project Stages ...................................................................................................................................14
6.1 Initiate and Plan ................................................................................................................................15
6.1.1 Initial Coordination....................................................................................................................15
6.1.2 Project/Phase Planning .............................................................................................................16 Item Title: 10.9
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6.1.3 Infrastructure Planning .............................................................................................................17
6.1.4 Stakeholder Meeting.................................................................................................................18
6.1.5 Intentionally left blank. .............................................................................................................19
6.1.6 Control Point 1: Initiate & Plan Stage Acceptance ....................................................................19
6.2 Assess & Define.................................................................................................................................19
6.2.1 Solution Orientation..................................................................................................................19
6.2.2 Current & Future State Analysis ................................................................................................20
6.2.3 Conversion Assessment.............................................................................................................21
6.2.4 Intentionally left blank. .............................................................................................................22
6.2.5 Intentionally left blank. .............................................................................................................22
6.2.6 Control Point 2: Assess & Define Stage Acceptance .................................................................22
6.3 Prepare Solution................................................................................................................................23
6.3.1 Initial System Deployment ........................................................................................................23
6.3.2 Configuration ............................................................................................................................25
6.3.3 Process Refinement...................................................................................................................26
6.3.4 Conversion Delivery ..................................................................................................................28
6.3.5 Intentionally left blank. .............................................................................................................29
6.3.6 Intentionally left blank. .............................................................................................................29
6.3.7 Control Point 3: Prepare Solution Stage Acceptance ................................................................29
6.4 Production Readiness........................................................................................................................30
6.4.1 Solution Validation ....................................................................................................................30
6.4.2 Go-Live Readiness .....................................................................................................................31
6.4.3 End User Training ......................................................................................................................32
6.4.4 Control Point 4: Production Readiness Stage Acceptance ........................................................33
6.5 Production.........................................................................................................................................33
6.5.1 Go-Live ......................................................................................................................................33
6.5.2 Transition to Client Services......................................................................................................35
6.5.3 Post Go-Live Activities ...............................................................................................................36
6.5.4 Control Point 5: Production Stage Acceptance .........................................................................37
6.6 Close..................................................................................................................................................37
6.6.1 Phase Closeout ..........................................................................................................................37
6.6.2 Project Closeout ........................................................................................................................38
6.6.3 Control Point 6: Close Stage Acceptance ..................................................................................39
7. General Assumptions ........................................................................................................................39
7.1 Project ...............................................................................................................................................40
7.2 Organizational Change Management................................................................................................40
7.3 Resources and Scheduling.................................................................................................................40
7.4 Data...................................................................................................................................................41
7.5 Facilities.............................................................................................................................................41
8. Glossary ............................................................................................................................................42 PART 4: APPENDICES...............................................................................................................................45
9. Conversion ........................................................................................................................................45 Item Title: 10.9
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9.1 Enterprise ERP Conversion Summary................................................................................................45
9.1.1 Accounting COA.........................................................................................................................45
9.1.2 Accounting - Actuals..................................................................................................................45
9.1.3 Accounting - Budgets ................................................................................................................45
9.1.4 Accounts Payable Master..........................................................................................................45
9.1.5 Accounts Payable - Checks ........................................................................................................45
9.1.6 Accounts Payable - Invoices ......................................................................................................45
9.1.7 Contracts ...................................................................................................................................45
9.1.8 Purchase Orders ........................................................................................................................46
9.1.9 Project Grant Accounting ..........................................................................................................46
9.1.10 Project Grant Accounting - Actuals ...........................................................................................46
9.1.11 Project Grant Accounting – Budget...........................................................................................46
9.1.12 Payroll........................................................................................................................................46
9.1.13 Payroll – Certifications ..............................................................................................................46
9.1.14 Payroll – Education....................................................................................................................46
9.1.15 Payroll – PM Action History.......................................................................................................46
9.1.16 Payroll – Position Control..........................................................................................................46
9.1.17 Payroll – Recruiting ...................................................................................................................47
9.1.18 Payroll – Accrual Balances.........................................................................................................47
9.1.19 Payroll – Accumulators..............................................................................................................47
9.1.20 Payroll – Check History..............................................................................................................47
9.1.21 Payroll – Earning/Deduction Hist. .............................................................................................47
9.1.22 Payroll - Deductions ..................................................................................................................47
9.1.23 Payroll – State Retirement Tables .............................................................................................47
10. Additional Appendices ......................................................................................................................48
10.1 Intentionally left blank. .....................................................................................................................48
11. Project Timeline ................................................................................................................................49
11.1 ERP Project Timeline .........................................................................................................................49
11.2 Intentionally left blank. .....................................................................................................................49
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Tyler Technologies, Inc. Page | 1
Part 1: Executive Summary
1.Project Overview
1.1Introduction
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.
1.2Project 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 City (collectively the “Project”).
The overall goals of the project are to:
▪Implement a full ERP system covering the Human Resources and Financial Management functions as outlined in the RFP document and Tyler’s signed response to the RFP ▪To the maximum extent practicable, eliminate manual and/or paper-based processes from the employee experience
▪To the maximum extent practicable, document and reimagine the City’s business processes to take full advantage of the Munis ERP system’s best practices and innovations ▪Provide trust-worthy financial and human resource information to City management that is relevant to their role and delivered timely where needed (mobile/desktop/laptop/etc.) ▪Train Finance, Human Resource and designated key “power users” in the full use of the system as implemented ensuring City staff are able to fully utilized the system as implemented ▪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
1.3Methodology
This is accomplished by the City 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 City’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 City and Tyler commit to including the necessary leadership and governance. During each stage of the Project, it is expected that the City 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 City’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
2.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 City 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 City Steering Committee become the escalation points to triage responses prior to escalation to the City and Tyler executive sponsors. As part of the escalation process, each Project governance tier presents recommendations and supporting information to facilitate knowledge transfer and issue resolution. The City and Tyler executive sponsors serve as the final escalation point.
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3.Project Scope Control
3.1Managing 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.
3.2Change 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.
3.3Change 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 City; for example, the City 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.
▪The additional cost or associated savings to the City will be included to help make the decision. ▪The timetable for implementing the change.
▪The effect on and/or risk to the schedule, resource needs or resource responsibilities. ▪Tyler will work with the City to define what is and is not within scope before writing up the change request form.
The City 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 City). 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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4.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 City office or department designates specific individuals for making decisions on behalf of their offices or departments.
Both Tyler and the City 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 City feedback and approval on Project deliverables will be critical to the success of the Project. The City project manager will strive to gain deliverable and decision approvals from all authorized City 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 City 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 City 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 City 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 City does not agree the Deliverable or Control Point meets requirements, the City shall notify Tyler project manager(s), in writing, with reasoning within ten (10) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable. •Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City shall then have two (2) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. At this point the City’s written approval or signature will be required to confirm acceptance of the Deliverable or Control Point and continue moving forward with scheduled project activities.
5.Roles and Responsibilities
The following defines the roles and responsibilities of each Project resource for the City and Tyler. Roles and responsibilities may not follow the organizational chart or position descriptions at the City, but are roles defined within the Project. It is common for individual resources on both the Tyler and City project teams to fill multiple roles. Similarly, it is common for some roles to be filled by multiple people.
5.1Tyler 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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5.1.1Tyler 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 City’s overall organizational strategy.
▪Authorizes required Project resources.
▪Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process.
▪Acts as the counterpart to the City’s executive sponsor.
5.1.2Tyler 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 City 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.
5.1.3Tyler 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 City, the Tyler Project Manager provides regular updates to the City Steering Committee and other Tyler governance members. Tyler Project Manager’s role includes responsibilities in the following areas:
5.1.3.1Contract 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 City project manager(s). ▪Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.
5.1.3.2Planning
▪Delivers project planning documents.
▪Defines Project tasks and resource requirements.
▪Develops initial Project schedule and Project Management Plan. ▪Collaborates with the City project manager(s) to plan and schedule Project timelines to achieve on- time implementation.
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5.1.3.3Implementation 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 City and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to the City any items that may impact the outcomes of the Project.
▪Collaborates with the City ’s project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the project.
▪Collaborates with the City ’s project manager(s) to set a routine communication plan that will aide all Project team members, of both the City and Tyler, in understanding the goals, objectives, status, and health of the Project.
5.1.3.4Resource 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.
5.1.4Tyler Implementation Consultant
▪Completes tasks as assigned by the Tyler project manager(s). ▪Documents activities for services performed by Tyler.
▪Guides the City through software validation process following configuration. ▪Assists during Go-Live process and provides support until the City transitions to Client Services. ▪Facilitates training sessions and discussions with the City and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time. ▪May provide conversion review and error resolution assistance.
5.1.5Tyler 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.
5.1.6Tyler Technical Services
▪Maintains Tyler infrastructure requirements and design document(s). ▪Involved in system infrastructure planning/review(s).
▪Provides first installation of licensed software with initial database on servers. ▪Supports and assists the project team with technical/environmental issues/needs. ▪Deploys Tyler products.
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5.1.7Tyler API Services
▪Provides training in the use of the API Toolkit.
▪Provides consulting services in the use of the API Toolkit to the City, as the City builds interfaces.
5.2City Roles & Responsibilities
City resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles.
5.2.1City Executive Sponsor
The City 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 City steering committee, project manager(s), and functional leads to make critical business decisions for the City. ▪Champions the project at the executive level to secure buy-in. ▪Authorizes required project resources.
▪Actively participates in organizational change communications.
5.2.2City Steering Committee
The City 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 City project manager and Project through participation in regular internal meetings. The City steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The City steering committee also 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:
oCost
oScope
oSchedule
oProject Goals
oCity Policies
oNeeds of other client projects
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5.2.3City Project Manager
The City shall assign project manager(s) prior to the start of this project with overall responsibility and authority to make decisions related to Project Scope, scheduling, and task assignment. The City Project Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the City project manager(s) do not have the knowledge or authority to make decisions, he or she engages the necessary resources to participate in discussions and make decisions in a timely fashion to avoid Project delays. The City project manager(s) are responsible for reporting to the City steering committee and determining appropriate escalation points.
5.2.3.1Contract 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.
5.2.3.2Planning
▪Reviews and accepts project planning documents.
▪Defines project tasks and resource requirements for the City 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.
5.2.3.3Implementation 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 City 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 City 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.
5.2.3.4Resource Management
▪Acts as liaison between project team and stakeholders. ▪Identifies and coordinates all City resources across all modules, phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices.
▪Provides direction and support to project team.
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▪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 City 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.
5.2.4City 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 City project manager.
▪Actively participates in all aspects of the implementation, including, but not limited to, the following key activities:
oTask completion
oStakeholder Meeting
oProject Management Plan development
oSchedule development
oMaintenance and monitoring of risk register
oEscalation of issues
oCommunication with Tyler project team
oCoordination of City resources
oAttendance at scheduled sessions
oChange management activities
oModification specification, demonstrations, testing and approval assistance oData analysis assistance
oDecentralized end user training
oProcess testing
oSolution Validation
5.2.5City Power Users
▪Participate in project activities as required by the project team and project manager(s). ▪Provide subject matter expertise on the City business processes and requirements. ▪Act as subject matter experts and attend Current & Future State Analysis sessions as needed. ▪Attend all scheduled training sessions.
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▪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 City staff during and after implementation. ▪Participate in conversion review and validation.
5.2.6City 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.
5.2.7City 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 City 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 City’s legacy system per the conversion schedule set forth in the project schedule.
5.2.7.1City 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 City’s software upgrade process. ▪Assists with the software upgrade process during implementation. ▪Manages software upgrade activities post-implementation. ▪Manages software upgrade plan activities.
▪Coordinates software upgrade plan activities with City and Tyler resources. ▪Communicates changes affecting users and department stakeholders. ▪Obtains department stakeholder acceptance to upgrade production environment.
5.2.8City 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.
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▪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.
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Part 3: Project Plan
6.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 City. *Items noted with an asterisk in the graphic above relate to specific products and services. If those products and services are not included in the scope of the contract, these specific work packages will be noted as “Intentionally Left Blank” in Section 6 of the Statement of Work.
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6.1Initiate 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.
6.1.1Initial 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 City 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 City 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 City’s team. During this step, Tyler will work with the City 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 City project team.
STAGE 1 Initial Coordination
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Tyler project team is assigned A R C I I I I I I
City project team is assigned A I R I I I
Provide initial project
documents to the City 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
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Inputs Contract documents
Statement of Work
Outputs/Deliverables Completed initial project documents Project portal
Work package assumptions:
▪Project activities begin after the agreement has been fully executed.
6.1.2Project/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 City to coordinate and plan a formal Project planning meeting(s). This meeting signifies the start of the Project and should be attended by all City 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 City’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 City 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 City 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 City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Schedule and
conduct planning
session(s)
A R I C C I
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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March 20, 2024
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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 City provides acceptance of schedule based on resource availability, project budget, and
goals.
Work package assumptions:
▪City has reviewed and completed the Guide to Starting Your Project document.
6.1.3Infrastructure Planning
Procuring required hardware and setting it up properly is a critical part of a successful implementation. This task is especially important for Tyler-hosted/SaaS deployment models. Tyler will be responsible for building the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement. Tyler will install Licensed Software on application server(s) or train the City to install License Software. The City is responsible for the installation and setup of all peripheral devices.
Objectives:
▪Ensure the City’s infrastructure meets Tyler’s application requirements. ▪Ensure the City’s infrastructure is scheduled to be in place and available for use on time.
STAGE 1 Infrastructure Planning
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts
(Power Users)
Department Heads
End Users
Technical Leads
Provide Infrastructure
Requirements and Design
Document
A R C C I I
Initial Infrastructure
Meeting A R C C C C
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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March 20, 2024
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*Schedule SaaS
Environment Availability A R C I
*Schedule Hardware to
be Available for
Installation
I I A R C
Schedule Installation of
All Licensed Software A R C I I
Infrastructure Audit A R C I C
Inputs 1. Initial Infrastructure Requirements and Design Document Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
1. Completed Infrastructure Requirements
and Design Document
Delivery of Document
2. Infrastructure Audit System Passes Audit Criteria
6.1.4Stakeholder Meeting
Communication of the Project planning outcomes to the City 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 City 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 City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Create Stakeholder
Meeting Presentation I A R I I I I C I
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
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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Inputs Agreement
SOW
Project Management Plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Stakeholder Meeting Presentation
Work package assumptions:
▪None
6.1.5Intentionally left blank.
6.1.6Control 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 – Baseline Project Plan of Record Initiate & Plan stage acceptance criteria:
▪All stage deliverables accepted based on acceptance criteria previously defined ▪Project governance defined
▪Project portal made available to the City
▪Stakeholder meeting complete
6.2Assess & Define
The Assess & Define stage will provide an opportunity to gather information related to current City business processes. This information will be used to identify and define business processes utilized with Tyler software.
The City collaborates with Tyler providing complete and accurate information to Tyler staff and assisting in analysis, understanding current workflows and business processes.
6.2.1Solution 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 City team knowledge transfer such as:
eLearning, documentation, or walkthroughs. The City 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.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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Objectives:
▪Provide a basic understanding of system functionality. ▪Prepare the City for current and future state analysis.
STAGE 2 Solution Orientation
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Provide pre-requisites A R I I I I I
Complete pre-requisites A R C C
Conduct orientation A R I I I I I
Inputs Solution orientation materials
Training Plan
6.2.2Current & 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 City 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 City will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk from over customization of Tyler products. It is the City’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
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 58
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Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Current State process
review A R I I I C C C C C
Discuss future-state
options A R C C C C C C C C
Make future-state
decisions (non-COTS) C C C C C A R I C C
Document anticipated
configuration options
required to support
future state
A R C C C I I I I I
Inputs City 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:
▪City attendees possess sufficient knowledge and authority to make future state decisions. ▪The City is responsible for any documentation of current state business processes. ▪The City can effectively communicate current state processes.
6.2.3Conversion 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. ▪If source data is a Tyler legacy system, Tyler will perform the data mappings. If source data is from a third party, client is responsible for mapping the data from the source to the Tyler system.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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▪Document the data conversion/loading approach.
STAGE 2 Data Conversion Assessment
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Extract Data from
Source Systems I C A R
Review and Scrub
Source Data I I I A R C I
Build/Update Data
Conversion Plan R C C C I I I I
Inputs City Source data
City Source data Documentation (if available)
Acceptance Criteria [only] for DeliverablesOutputs /
Deliverables Data Conversion Plan built/updated City Acceptance of Data Conversion Plan, if Applicable
Work package assumptions:
▪If the source data is a Tyler system Tyler's Conversion Engineers extract and map the data into the standard Munis conversion format. If the source data is from a third-party the client will provide Tyler with the data in a mutually agreed upon format.
▪Tyler will work with the City representatives to identify business rules before writing the conversion. ▪City subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort.
6.2.4Intentionally left blank.
6.2.5Intentionally left blank.
6.2.6Control 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.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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Assess & Define Stage Deliverables:
▪Documentation of future state decisions and configuration options to support future state decisions. ▪Modification specification document.
▪Assess & Define Stage Acceptance Criteria:
▪All stage deliverables accepted based on criteria previously defined. ▪Solution Orientation is delivered.
▪Conversion data extracts are received by Tyler.
▪Data conversion plan built.
▪Client Acceptance of Data Conversion Plan
6.3Prepare 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 City against future state decisions defined in previous stages and processes refined as needed to ensure business requirements are met.
6.3.1Initial 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:
▪Active Directory integration is defined, configured, and operational including integration/support of
DUO MFA
Identity Workforce, Tyler’s authentication framework for Tyler back-office solutions built on Okta, supports industry standard identity providers (IdP’s) for seamless, single sign-on. This enables clients to use their own login and password policies, including the use of multifactor authentication (MFA) for enhanced identity verification.
The Identity Workforce User Store, included with Identity Workforce Core which comes standard with all Tyler solutions, can be used to create and manage accounts that do not exist in the client’s IdP, such as contractors or seasonal staff. Upgrading to Identity Workforce Advanced adds several additional identity management features including support for custom password policies and MFA used with Identity Workforce User Store accounts. MFA options include email, SMS, and authenticator apps such as Okta Verify and Google Authenticator.
Identity Community, Tyler’s authentication framework for community users external to an organization, such as vendors, businesses, and residents, supports self-service account creation and management through email or social identity providers, such as Google, Apple, Microsoft, and Facebook. End-users can optionally enable multifactor authentication through any of these options.
MFA with Time & Attendance Timeclocks
Tyler’s Time and Attendance supports multifactor authentication for time entry with TouchTime timeclocks.
When multifactor authentication is enabled, users are required to use two different factors to login to the Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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TouchTime Device. Administrators can configure the two types to be any of the following: keypad entry, biometric (fingerprint) entry, and badge swipe. Proximity, barcode, and magnetic stripe badges are all considered to be a single authentication factor. These will all be logged as badge swipe authentication and are not recognized as separate authentication factors.
▪All licensed software is installed and operational.
▪Encryption of data in transit and data at rest is validated and compliant FIPS 140-2 standards Transport Layer Security (TLS) encryption protects communication with Tyler applications, including end-user access through TLS-protected HTTPS. This widely adopted protocol secures sensitive data by preventing reading or modifying information transferred.
Tyler solutions run on AWS storage services, including Elastic Block Store (EBS) and Amazon Simple Storage Service (S3). The use of server-side encryption with AWS Key Management Service (AWS KMS) keys is used to encrypt at-rest data. This encryption is known as SSE-KMS. SSE-KMS uses one of the strongest block ciphers available to encrypt your data, 256-bit Advanced Encryption Standard (AES-256).
Tyler employs a FIPS-compliant enterprise backup solution certified for CJIS and GovCloud use. Data transfer and storage is encrypted as defined in FIPS140-2 and FIPS140-3 standards over private connections within the AWS network.
▪PII, PHI, and other protected data masking is validated as operational Policies are in place for storing personal identifiable information (PII). PII is data that can be used to identify a specific person. Common forms of PII include things like Social Security numbers, phone numbers, and addresses. Fields in HCM employee master and pay screens can be set to none, read-only, add, update, delete. Custom masking not available. Tyler implements a role-based access control methodology to ensure only authorized people with a need for access are given it. To the extent Tyler users have access, Tyler employs a least-privileged access strategy, meaning that individuals are given and use only the least administrative rights possible to do the task at hand. Tyler compliments these strategies with controls and monitoring to ensure only those authorized users can access the systems allowed. Upon termination or expiration of the SaaS contract, all application access is revoked. ▪Client receives most recent SOC1/SOC2 audit report(s)
▪The City can access the totality of software comprising the proposed system STAGE 3 Initial System Deployment (Hosted/SaaS)*
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Prepare hosted
environment A R I C
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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Install Licensed
Software with
Initial Database on
Server(s) for
Included
Environments
A R I C
Install Licensed
Software on City
Devices (if
applicable)
I C A R
Tyler System
Administration
Training (if
applicable)
A R I C
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Licensed Software is Installed on the Server(s) Software is accessible Licensed Software is Installed on City Devices
(if applicable)
Software is accessible
Installation Checklist/System Document System Passes
Infrastructure Design Document (C&J – If
Applicable)
Work package assumptions:
▪The most current available version of the Tyler Licensed Software will be installed. ▪The City will provide network access for Tyler modules, printers, and Internet access to all applicable City and Tyler Project staff.
6.3.2Configuration
The purpose of Configuration is to prepare the software product for validation.
Tyler staff collaborates with the City to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. The City collaborates with Tyler staff iteratively to validate software configuration.
Objectives:
▪Software is ready for validation.
▪Educate the City Power User how to configure and maintain software. ▪Prepare standard interfaces for process validation (if applicable).
STAGE 3 Configuration
Tyler City
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Conduct configuration
training A R I C C
Complete Tyler
configuration tasks
(where applicable)
A R I I I
Complete City
configuration tasks
(where applicable)
I C A R C
Standard interfaces
configuration and
training (if applicable)
A R C I C C C
Updates to Solution
Validation testing plan C C A R C C
Inputs Documentation that describes future state decisions and configuration options to support future state decisions.
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Configured System N/A
Work package assumptions:
▪Tyler provides guidance for configuration options available within the Tyler software. The City is responsible for making decisions when multiple options are available.
6.3.3Process Refinement
Tyler will educate the City users on how to execute processes in the system to prepare them for the validation of the software. The City collaborates with Tyler staff iteratively to validate software configuration options to support future state.
Objectives:
▪Ensure that the City understands future state processes and how to execute the processes in the software.
▪Refine each process to meet the business requirements. ▪Validate standard interfaces and API integrations, where applicable. ▪Validate forms and reports, where applicable.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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STAGE 3 Process Refinement
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Conduct process
training A R I C I C
Confirm process
decisions I C A R C I C
Test configuration I C A R C
Refine
configuration (City
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 City-
specific 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 City-specific process
documentation (completed by City)
Work package assumptions:
▪None
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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6.3.4Conversion Delivery
The purpose of this task is to transition the City’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 City will review specific data elements within the system and identify / report discrepancies. Iteratively, Tyler will collaborate with the City to address conversion discrepancies. This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s). Reference Conversion Appendix for additional detail.
Objectives:
▪Data is ready for production (Conversion).
STAGE 3 Data Delivery & Conversion
Tyler City
RACI MATRIX
KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Provide data
crosswalks/code
mapping tool
A C R I I I
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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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
Inputs
Data Conversion Plan
Configuration
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Code Mapping Complete / Validated N/A
Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for final pass
Work package assumptions:
▪The City will provide a single file layout per source system as identified in the investment summary. ▪The City subject matter experts and resources most familiar with the current data will assist the Tyler team in the data conversion effort.
▪The City project team will be responsible for completing the code mapping activity, with assistance from Tyler.
6.3.5Intentionally left blank.
6.3.6Intentionally left blank.
6.3.7Control 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.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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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. ▪Client acceptance
6.4Production Readiness
Activities in the Production Readiness stage will prepare the City 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 City to review the status of the project and the organizations readiness for go-live.
6.4.1Solution Validation
Solution Validation is the end-to-end software testing activity to ensure that the City 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. Including validation of Accounts Payable, New Hires & Offboarding and ESS.
▪Ensure the City organization is ready to move forward with go-live and training (if applicable). ▪Data encryption, masking and protection function without undue impact to system performance STAGE 4 Solution Validation
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Update Solution
Validation plan A R C C C C
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 follow-
up on issues A R C C C C
Inputs Solution Validation plan
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Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Solution Validation Report City updates report with testing results Work package assumptions:
▪Designated testing environment has been established.
▪Testing includes current phase activities or deliverables only.
6.4.2Go-Live Readiness
Tyler and the City 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 City has considered its ability to successfully Go-Live. Issues and concerns will be discussed, and mitigation options documented. Tyler and the City 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.
▪Process Refinement completed
STAGE 4 Go-Live Readiness
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Perform Readiness
Assessment I A R C C I C I I I I I I
Conduct Go-Live planning
session A R C C C C C C C
Order peripheral
hardware (if applicable) I A R C
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
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Financial
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Software Solution
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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 City
Work package assumptions:
▪None
6.4.3End 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. City 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 City specific business process documentation. City-led training labs using City specific business process documentation if created by the City 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 City is prepared for on-going training and support of the application. ▪Post go-live training is scheduled
STAGE 4 End User Training
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Update training plan A R C C I C
End User training (Tyler-
led) A R C C C I C C C
Train-the-trainer A R C C C I C
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End User training (City-
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 City signoff that training was delivered Work package assumptions:
▪The City project team will work with Tyler to jointly develop a training curriculum that identifies the size, makeup, and subject-area of each of the training classes. ▪Tyler will work with the City as much as possible to provide end-user training in a manner that minimizes the impact to the daily operations of City departments. ▪The City will be responsible for training new users after go-live (exception—previously planned or regular training offerings by Tyler).
6.4.4Control 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 including helping to test PII and PHI/HIPPA requirements ▪Update go-live action plan and checklist.
▪End user training.
Production Readiness stage acceptance criteria:
▪All stage deliverables accepted based on criteria previously defined. ▪Go-Live planning session conducted.
▪Go-Live Plan approved by Client
6.5Production
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 City 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 City 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.
6.5.1Go-Live
Following the action plan for Go-Live, defined in the Production Readiness stage, the City and Tyler will complete work assigned to prepare for Go-Live.
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The City 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 City manually enters any data added to the Legacy System after final data extract into the Tyler system.
Tyler staff collaborates with the City during Go-Live activities. The City transitions to Tyler software for day-to day business processing. Tyler will provide support for three payroll parallels. Tyler will not recommend the City goes live until they have executed at least one successful payroll parallel.
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.
▪City data available in Production environment.
STAGE 5 Go-Live
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Provide final source data
extract, if applicable C C A R
Final source data pushed
into production
environment, if
applicable
A C R I C C C
Proof final converted
data, if applicable C C C A R C
Complete Go-Live
activities as defined in
the Go-Live action plan
C C C A R C I C
Provide Go-Live
assistance A R C C I C C I C I C
Inputs Comprehensive Action Plan for Go-Live
Final source data (if applicable)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data is available in production environment City confirms data is available in production environment
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Work package assumptions:
▪The City 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 Go- Live live process.
▪The City business processes required for Go-Live are fully documented and tested. ▪The City Project team and subject matter experts are the primary point of contact for the end users when reporting issues during Go-Live.
▪The City Project Team and Power User’s provide business process context to the end users during Go- Live.
▪The Tyler Go-Live support team is available to consult with the City teams as necessary. ▪The Tyler Go-Live support team provides standard functionality responses, which may not be tailored to the local business processes.
6.5.2Transition to Client Services
This work package signals the conclusion of implementation activities for the Phase or Project with the exception of agreed-upon post Go-Live activities. The Tyler project manager(s) schedules a formal transition of the City onto the Tyler Client Services team, who provides the City with assistance following Go-Live, officially transitioning the City to operations and maintenance.
Objectives:
▪Ensure no critical issues remain for the project teams to resolve. ▪Confirm proper knowledge transfer to the City teams for key processes and subject areas.
STAGE 5 Transition to Client Services
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Transfer City 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
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Resource
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Financial
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Software Solution
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Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Client Services Support Document
Work package assumptions:
▪No material project issues remain without assignment and plan.
6.5.3Post Go-Live Activities
Some implementation activities are provided post-production due to the timing of business processes, the requirement of actual production data to complete the activities, or the requirement of the system being used in a live production state.
Objectives:
▪Schedule activities that are planned for after Go-Live. ▪Ensure issues have been resolved or are planned for resolution before phase or project close.
STAGE 5 Post Go-Live Activities
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Schedule contracted
activities that are
planned for delivery
after go-live
A R C C C C I C C I C C
Determine resolution
plan in preparation for
phase or project close
out
A R C C C I C C I C
Inputs List of post Go-Live activities
Outputs /
Deliverables
Acceptance Criteria [only] for
Deliverables
Updated issues log
Work package assumptions:
▪System is being used in a live production state.
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6.5.4Control 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.
6.6Close
The Close stage signifies full implementation of all products purchased and encompassed in the Phase or Project. The City transitions to the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Client Services).
6.6.1Phase 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 City for systems implemented in the Phase.
Objectives:
▪Agreement from Tyler and the City teams that activities within this phase are complete.
STAGE 6 Phase Close Out
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Reconcile project budget
and status of contract
Deliverables
I A R I I C
Hold post phase review
meeting A R C C C C C C C C C
Release phase-
dependent Tyler project
resources
A R I I
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Financial
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Software Solution
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Participants Tyler City
Project Leadership Project Manager
Project Manager Project Sponsor(s)
Implementation Consultants Functional Leads, Power Users, Technical Leads
Technical Consultants (Conversion, Deployment,
Development)
Client Services
Inputs Contract
Statement of Work
Project artifacts
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Final action plan (for outstanding items)
Reconciliation Report
Post Phase Review
Work package assumptions:
▪Tyler deliverables for the phase have been completed.
▪Tyler will not start the closure process until the City achieves steady-state with each phase. ▪Tyler has provided a fully functional solution to support the city’s business functions. No critical issues remain.
▪
6.6.2Project Closeout
Completion of this work package signifies final acceptance and formal closing of the Project.
At this time the City 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 City teams for key processes and subject areas has occurred.
▪Verify all deliverables included in the Agreement are delivered.
STAGE 6 Project Close Out
Tyler City
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Amendment
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Inc.
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Resource
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Financial
Management
Software Solution
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RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Conduct post project
review A R C C C C C C C C C
Deliver post project
report to City 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 City acceptance; Completed report indicating all project Deliverables and milestones have
been completed
Work package assumptions:
▪All project implementation activities have been completed and approved. ▪No critical project issues remain unresolved
▪Final project budget has been reconciled and invoiced. ▪All Tyler deliverables have been completed.
▪Client acceptance obtained
6.6.3Control 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.
7.General Assumptions
Tyler and the City 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 Item Title: 10.9
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Amendment
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Inc.
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Resource
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Financial
Management
Software Solution
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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.
7.1Project
▪Project activities will begin after the Agreement has been fully executed. ▪The City 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 City 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 City 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 City to make process changes.
▪The City is responsible for defining, documenting, and implementing their policies that result from any business process changes.
7.2Organizational Change Management
Unless otherwise contracted by Tyler, City is responsible for managing Organizational Change. Impacted City resources will need consistent coaching and reassurance from their leadership team to embrace and accept the changes being imposed by the move to new software. An important part of change is ensuring that impacted City resources understand the value of the change, and why they are being asked to change.
7.3Resources and Scheduling
▪City resources will participate in scheduled activities as assigned in the Project Schedule. ▪The City team will complete prerequisites prior to applicable scheduled activities. Failure to do so may affect the schedule.
▪Tyler and the City 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 City 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.
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Resource
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Financial
Management
Software Solution
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▪The City 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 City will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule.
▪The City 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.
7.4Data
▪Data will be converted as provided and Tyler will not create data that does not exist. ▪The City is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data.
▪Tyler will work closely with the City representatives to identify business rules before writing the conversion. The City 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 City 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 City Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler.
▪The City is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.)
7.5Facilities
▪The City will provide dedicated space for Tyler staff to work with City resources for both on-site and remote sessions. If Phases overlap, City will provide multiple training facilities to allow for independent sessions scheduling without conflict.
▪The City will provide staff with a location to practice what they have learned without distraction. f Item Title: 10.9
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8.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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Inc.
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Resource
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Financial
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Software Solution
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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 (off- the-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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Amendment
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Inc.
for
the
Enterprise
Resource
Planning
Financial
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Software Solution
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Part 4: Appendices
9.Conversion
9.1Enterprise ERP Conversion Summary
9.1.1Accounting COA
▪Chart of Accounts segments, objects, character codes, project codes (if applicable), organization codes (if applicable), control accounts budget rollups, fund attributes, due to/due from accounts ▪Requires the use of a Tyler provided spreadsheet for design and entry of the data to be converted
9.1.2Accounting - Actuals
▪Summary account balances
▪Up to 3 years
9.1.3Accounting - Budgets
▪Original budget, budget adjustments, revised budget summaries for accounts ▪Up to 3 years
9.1.4Accounts Payable Master
▪Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers ▪Multiple remittance addresses
▪Year-to-date 1099 amounts
9.1.5Accounts Payable - Checks
▪Check header data including vendor, warrant, check number, check date, overall check amount, GL cash account and clearing information
▪Check detail data including related document and invoice numbers for each check ▪Up to 5 years
9.1.6Accounts Payable - Invoices
▪Invoice header data containing general information for the invoice ▪Invoice detail data containing line-specific information for the invoice ▪Up to 5 years
9.1.7Contracts
▪Contract header detail with many fields available to convert including fiscal year and period, vendor number, department code, description, enforcement method code, dates for award, approval, entry and expiration, retention information, user-defined type and review codes, status code, user id for entry and approver. Additional fields are also available. A balance forward contract amount is Item Title: 10.9
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converted, if original amount is required there will be an additional charge and contracts, po’s and invoices must be converted together.
9.1.8Purchase Orders
▪Open purchase orders header data including vendor, buyer, date, accounting information, etc. ▪Open purchase orders detail data including line-item descriptions, quantities, amounts, etc.
9.1.9Project Grant Accounting
▪Segments, account strings and fund string allocation table ▪Requires the use of a Tyler provided (Chart of Accounts) spreadsheet for design and entry of the data to be converted
9.1.10Project Grant Accounting - Actuals
▪Summary project ledger string balances. If linking to GL, must be converted at the same time. ▪Up to 3 years
9.1.11Project Grant Accounting – Budget
▪Original project ledger budget amounts. If linking to GL, must be converted at the same time. ▪Up to 3 years
9.1.12Payroll
▪Payroll Employee Master data including data such as name, address, SSN, legacy employee ID, date of birth, hire date, activity status (such as active/inactive), leave/termination code and date, phone(s), e- address, marital status, gender, race, personnel status (such as full-time, part-time, etc.), highest degree, advice-delivery (print/email/both) and check location, plus primary group, job, location, and account information
9.1.13Payroll – Certifications
▪Certification area and certification type codes, certification number and effective date, expiration date, and required-by date, codes for certification level and subjects
9.1.14Payroll – Education
▪Codes, for institution, type of degree, and area(s) of study
9.1.15Payroll – PM Action History
▪A variety of Personnel actions, such as job or salary changes and dates these events occurred. ▪Up to 5 years
9.1.16Payroll – Position Control
▪Position, description, status, job code, bargaining group, location, number of employees allowed for each, FTE percentage, GL account, and max/min grade and step Item Title: 10.9
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9.1.17Payroll – Recruiting
▪Application requisition applicant master data, plus applicant references, certifications, education, skills, tests, work history, and interviews
9.1.18Payroll – Accrual Balances
▪Employee Accrual Balances including Vacation, Holiday, and other Leave balances ▪Start of year balance, earned to date, used to date
9.1.19Payroll – Accumulators
▪YTD, QTD, MTD amounts for employee pay and deductions
▪Needed for mid-calendar-year go-live
▪May not be needed if converting earnings/deductions history ▪Up to 5 years
9.1.20Payroll – Check History
▪Up to 5 years, additional years must be quoted. We convert amounts for earnings and deductions in employee check history, check number and date.
9.1.21Payroll – Earning/Deduction Hist.
▪Up to 5 years, additional years must be quoted. Earning and deduction history broken down my individual codes (earnings and deduction) and amounts per pay period, the detail of these lines, sums the check history in opt 4.
9.1.22Payroll - Deductions
▪Employee Deductions - including employee ID, deduction codes, tax information, and direct deposit information
9.1.23Payroll – State Retirement Tables
▪Specific state-required data, plus related service years information, when appropriate ▪Needed for some states
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10.Additional Appendices
10.1Intentionally left blank.
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11.Project Timeline
11.1ERP Project Timeline
The Project Timeline establishes a target duration for each phase of the project. The timeline needs to account for resource availability, business goals, size and complexity of the project, and task duration requirements. These will be reviewed and adjusted, if needed, during the Initiate and Plan Stage. Refer to the Project Stages section of this SOW for information on work packages associated with each stage of the implementation. Durations may be revised when the Agreement is signed and further refined during the project.
Eden to Enterprise ERP project start dates are dependent on wave availability. Waves are a common implementation start month for a group of Eden clients. Each wave has a designated number of slots available for clients to sign up – once those slots are full you must choose an alternate wave with availability.
A signed agreement is required to reserve a spot in a specific wave.
Phase Functional Areas Software Modules Duration
1 Enterprise ERP Financials
(powered by Munis)
• Accounting
• Accounts Payable
• Budgeting
• Capital Assets
• Cash Management
• Contract Management
• eProcurement
• Project & Grant Accounting
• Purchasing
• Accounts Receivable
• Cashiering
• General Billing
• Resident Access
• Inventory
• ACFR Statement Builder
12 months
1 Enterprise ERP Productivity • Enterprise Forms Processing • Content Manager Core
• Enterprise Analytics and Reporting w
Executive Insights
• Open Finance
Included in Phase 1
2 Enterprise ERP Human Capital Management
(powered by Munis)
• Payroll with Employee Access
• Human Resources & Talent
Management
• Time & Attendance – Up to 250
Employees
• Time & Attendance Mobile Access
12 months
11.2Intentionally left blank.
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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
x “Agreement” means this Software as a Services Agreement. x “Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B.
x “Client” means the City of Menifee, California.
x “Cyber Security Incident ” or “ Data Breach ” means any event of breach, as such breaches are defined by applicable law.
x “Data” means your data necessary to utilize the Tyler Software. x “Data Storage Capacity” means the contracted amount of storage capacity for your Data identified in the Investment Summary.
x “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 ot herwise enhanced through our maintenance and support services, and the governing functional desc riptions for such future functionality will be set forth in our then-current Documentation.
x “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.
x “Developer” means a third party who owns the intellectual property rights to Third Party Software.
x “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. x “Effective Date” means the date by which both your an d our authorized representatives have signed the Agreement.
x “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or ci vil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us.
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2 x “Investment Summary” means the agreed upon cost proposal for the products and services attached as Exhibit A.
x “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B.
x “Order Form” means an ordering document that incl udes a quote or investment summary and specifying the items to be provided by Tyler to Client, including any addenda and supplements thereto.
x “SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary. x “SaaS Services” means software as a service consisting of system administration, system management, and system monitoring activities th at 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 (as defined in Exhibit C) 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 busi ness hours, or training, consulting or other professional services.
x “SLA” means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C.
x “Statement of Work” means the industry standard implem entation plan describing how our professional services will be provided to impl ement 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.
x “Support Call Process” means the support call process appl icable to all of our customers who have licensed the Tyler Software. A copy of ou r current Support Call Process is attached as Schedule 1 to Exhibit C.
x “Third Party Hardware” means the third party hardware, if any, identified in the Investment Summary.
x “Third Party Products” means the Third Party Software and Third Party Hardware. x “Third Party SaaS Services” means software as a service provided by a third party, if any, identified in the Investment Summary.
x “Third Party Services” means the third party services, if any, identified in the Investment Summary.
x “Third Party Software” means the third party software, if an y, identified in the Investment Summary.
x “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.
x “Tyler” means Tyler Technologies, Inc., a Delaware corporation. x “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.
x “we”, “us”, “our” and similar terms mean Tyler.
x “you” and similar terms mean Client.
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3 SECTION B – LICENSE RIGHTS AND SAAS SERVICES
1. Rights Granted.
1.1 We grant to you a license to use the Tyler Software, if and listed in the Investment Summary, for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only.
Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement including, without limitation, Section B(4). We will make any such software available to you for download.
1.2 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 update s and enhancements to the Tyler Software, as further described in Section C(9).
1.3 A development, test, and production environment is provided with the Saas Services and will be maintained and available to you throughout the term of this Agreement.
2. SaaS Fees. You agree to pay us the license fees and 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, as set forth in the Investment Summary. 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 Agreem ent. 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 Soft ware 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, outsourc e, 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 expressl y permitted by this Agreement. Client may grant
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4 third parties access to the Saas Services for the purposes of conducting Client’s business.
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 cu re the Defect in accordance with the maintenance and support process set forth in Section C(9), be low, 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 Association of International Certified Professional Accountants’ (“AICPA’ s”) Statement on Standards for Attestation Engagements (“SSAE”) No. 18. We have attained, and will maintain, System & Organizational Controls (“SOC”)1 and SOC 2 compli ance, 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 summary of our compliance report(s) or its equivalent within six (6) months upon said request. 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 Serv ices 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 Object ive (“RTO”) of 24 hours. RPO represents the maximum duration of time between the most rece nt 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. We will notify you of any disaster or component failure and communicate with you until the disaster or component failure is effectively resolved and the Saas Services can resume.
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 unauthor ized 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.
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5 6.5 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific. At your written request, we will provide test re sults to you within a commercially reasonable timeframe after receipt of the request.
6.6 We will be responsible for importing back-up an d 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.
6.9 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered Payment Card Industry Data Security Standard (“PCI DSS”) v.3.2.1 compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about-us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. .
6.10 Since various logs are available from the Tyler Software, Client must download them manually.
Upon request, Tyler will provide support to Clie nt if any problems arise when downloading the logs from the Tyler Software.
6.11 Cyber Security Incident and Data Breach Notification: In the event of a cyber security incident or a data breach of Client Data, as such cyber security incident or data breaches are defined by applicable law; Tyler will report said data breaches to the extent required by the applicable state notification law.
7. License Rights Terminate Upon Migration. When Tyler makes Tyler Software discounted 100% in the Investment Summary (the “Evergreen Modules”) licensed pursuant to this Agreement available to the Client for use in live production, the license to th e Tyler software listed in Exhibit A, Schedule 1 (hereafter, “Migration Modules”) terminates, as do Tyler’s maintenance, support, and/or update obligations for such software.
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
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6 actual fees incurred based on the in-scope services provided and accepted by you (as defined below). 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 Invest ment Summary contains, and the St atement of Work describes, the scope of services and related costs (including pr ogramming and/or interface estimates) required for the project based on our understanding of the specif ications 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. For the avoidance of doubt, Tyler will not add services to this Agreement without your advance written consent.
4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments.
Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled profession al services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments.
5. Services Warranty. We will perform the services 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, yo u agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.
7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies.
8. Client Assistance. You acknowledge that the implem entation 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 reas onably 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 unreasonable failure by your personnel to provid e such cooperation and assistance (either through action or omission).
9. Maintenance and Support. For so long as you time ly pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will:
9.1 perform our maintenance and support obligation s in a professional, good, and workmanlike manner, consistent with industry standards, to re solve Defects in the Tyler Software (subject to
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7 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 (inclu ding updates an d enhancements) that we make generally available without ad ditional 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,. Therefor e, 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 are reasonably necessary 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 then-current Support Call Process. Requested services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks’ advance notice.
10. Personnel. After the Effective Date, and in coordinati on with the project kick-off activities identified in the Statement of Work, we will make our project staffing assignments. Upon request, we will provide you with project resumes, demonstrating relevant past project experience, for project team members that are allocated for onsite services on the project. You agree that those resumes are for your information and planning purposes only.
Once our project team is assembled and your counterparts have been identified, both parties agree that, except for reasons outside of their control, they will not remove staff and personnel from their assigned project roles without reasonable advance no tice and good cause, and that they will work together to mitigate project impacts after any such removal. The parties will also work together to manage the project impact resulting from the tempor ary unavailability of pr oject staff from either party. We agree to use commercially reasonable efforts to maintain consistency of project personnel and commit to replacement resources having sufficient project knowledge, without additional cost to
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8 you, in order to render services in accordance with contractual requirements.
In the event our personnel is/are not providing serv ices consistent with our services warranty or are otherwise negatively impacting the project, you will notify us of that deficiency and give us a reasonable opportunity to correct it. In the event the deficiency persists, we will replace that project member, upon written request and demonstration of good cause. Replacement staff will be assigned following the same processes set forth above and sh all have reasonably sufficient experience and project knowledge to fulfill ap plicable obligations under the Agreement. The foregoing notwithstanding, if the replacement personnel is providing services onsite, you shall remain liable for travel expenses incurred by such personnel, to be invoiced in accordance with the Business Travel Policy.
11. Support of Migration Modules. Beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement, and contingent upon Client’s timely payment of annual SaaS Fees for Tyler Evergreen Modules, Client is entitled to re ceive, at no additional charge, maintenance and support for the Migration Modules until Tyler makes the Tyler Evergreen Modules available for use in live production.
12. [Reserved]
13. Acceptance. The Client will use the following acceptance process for each Phase, as defined in the Statement of Work: Client will have a maximum of a thirty (30) calendar day “Test Period” to test the System in in a live production environment for and report documented Defects. If there are no Defects reported during the Test Period the Client shall issue “Acceptance.” Upon Acceptance of the last Phase of the project, Client shall also grant “Project Closure.” If Client reports a documented Defect during the Test Period, Client will notify Tyler in writing. Tyler will correct the Defect(s) or provide a mutually agreeable plan for future resolution of any Defect (s). A dispute with respec t to the plan shall be addressed pursuant to the Dispute Resolution Process of this Agreement. Upon resolution of a Defect during the Test Period, Client may re-perform testing for a maximum of thirty (30) calendar days. This procedure shall repeat until all Defects have either been resolved or the Client and Tyler, reasonably cooperating, have developed a mutually agreeable schedule for Defect resolution, at which point the Client shall issue Project Closure
SECTION D – THIRD PARTY PRODUCTS
1. Third Party Hardware. We will sell, deliver, and in stall 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 pu rposes 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
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9 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 contai n reasonable detail of the issues you contend are in dispute so that we can confirm the issue and resp ond 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 deve lop 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.
SECTION F – TERM AND TERMINATION
1. Term. The Initial Term of this Agreement 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 terminate. Client may elect to renew this Agreement for an additional Renewal Term upon Clie nt timely payment of renewal fees as sufficient to indicate agreement to a Renewal Term. Any Renewal Term for years 4-10 shall not exceed 5% price increases annually. Any Renewal Terms thereafter, shall be at our then-current Saas Fees 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 th an your termination for cause must have been submitted as invoice disputes in accordance with Section E(2).
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Inc.
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Resource
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10 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 ha s the right to terminate this Ag reement 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 fo r 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 writin g of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.
1.2 Our obligations under this Sectio n 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 concer ning 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 li tigate 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 an y 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 exclusiv e remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.
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11 2. General Indemnification.
2.1 We will indemnify and hold ha rmless you and your agents, offi cials, and employees from and against any and al l third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) pers onal injury or property damage to the extent caused by our negligence or willful misconduct; (b) our breach of Section H(17) of this Agreement; or (c) our violation of PCI-DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writin g 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, yo u will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performa nce 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.
3. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR
LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF
CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR
ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN S EC T I O N F (1 ) , T O T A L F E ES P AI D AS O F T H E T I M E O F T H E C LA I M ; O R ( B ) D U R I N G AN Y R EN EW A L 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).
4. 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.
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12 5. 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 (inclusive of Cyber Protection) of at least $2,000,000; per occurrence and in the aggregate; (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 Ex cess/Umbrella Liability policy as well. We will l 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 addend um. 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. Each parties agrees to provide the other party with written notice within thirty (30) days of becoming aware of a dispute. Client and Tyler agree to cooperate with the other party 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 the other party appointed senior representative. Senior representatives will conven e 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. Each party shall bear its own cost for the mediation, equally splitting any join t costs. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.
4. Taxes. The fees in the Investment Summary do no t 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 ta xes, 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 re sponsibilities under th is Agreement. This discrimination prohibition will apply to all matt ers 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
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Resource
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13 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 Di vision 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 shal l 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. Your consent is not required for a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. However, this Agreement shall not be assigned through such events, without your prior written consent, which shall not be unreasonably withheld.
9. Force Majeure. Except for your payment obligation s, 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 reasonab le time extension equal to the estimated duration of the Force Majeure event.
10. No Intended Third Party Beneficiaries. This Agreem ent is entered into solely for the benefit of you and us. No third party will be deemed a beneficiar y 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, expres sed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party.
12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law.
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 pr event such party from en forcing each and every term of this Agreement thereafter.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
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Agreement
Amendment
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Inc.
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Resource
Planning
Financial
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Software Solution
Item Page Number: 100
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March 20, 2024
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14 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 terminat ion for cause or a dispute that must be submitted to dispute resolution, must be in writing and wi ll 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 rece iving 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 limita tion, 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 terminat ion 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 disclo sure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law.
18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your Data. In the event we detect malware or other conditions associated with your Data that are reasonably suspected of putting Ty ler resources or other Tyler clients’ data at risk, we reserve the absolute right to move your Data from its locati on within a multi-tenancy Tyler hosted environment to an isolated “quarantined” environment without advance notice. Tyler will promptly notify you thereafter of such a detection. 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 not-to exceed estimate of what those costs will be at least 90 days in advance.
Item Title: 10.9
Agreement
Amendment
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Technologies,
Inc.
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Resource
Planning
Financial
Management
Software Solution
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March 20, 2024
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15 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. In th e event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in Riverside County. Tyle r reserves the right of remove any litigation to a federal court of competent jurisdiction
21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an or iginal 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 enfo rceable 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 pe rmitted by applicable la w, 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 an d 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, hereto as Exhibit F. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions, you certify that you have reviewed, understand, and agree to said terms. However, to the extent that any of the terms in Exhibit F are inconsistent with the terms of this Agreement, this Agreement shall prevail.
24. Agreement Administration. The City Manager of the City of Menifee or designee shall have the authority to execute amendments and documentatio n necessary to renew this Agreement for up to nine (9) renewal terms of one (1) year each. The City Manager or designee shall have the authority to approve and execute non-substa ntial modifications on behalf of you to this Agreement as determined in the City Manager’s discretion. The City Manager may refer any matter covered by this Section to the City Council of the City of Menifee for approval.
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Agreement
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Resource
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Financial
Management
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16 25. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Schedule 1: Migration Modules
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Schedule 1: ThinPrint Terms
Schedule 2: DocOrigin Terms
Exhibit E Statement of Work
Exhibit F Data & Insights SaaS Services Terms of Service
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 Menifee, California
B y : B y :
N a m e : N a m e :
T i t l e : T i t l e :
D a t e : D a t e :
Address for Notices: Address for Notices:
Tyler Technologies, Inc. City of Menifee
One Tyler Drive 29714 Haun Road
Yarmouth, ME 04096 Menifee, CA 92586-6540
Attention: Chief Legal Officer Attention: Chief Information Officer
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Item Title: 10.9
Agreement
Amendment
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Resource
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Financial
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Item Page Number: 103
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March 20, 2024
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16 25. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Schedule 1: Migration Modules
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Schedule 1: ThinPrint Terms
Schedule 2: DocOrigin Terms
Exhibit E Statement of Work
Exhibit F Data & Insights SaaS Services Terms of Service
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 Menifee, California
By: By :
Name: Name:
Title: Title:
Date: Date:
Address for Notices: Address for Notices:
Tyler Technologies, Inc. City of Menifee
One Tyler Drive 29714 Haun Road
Yarmouth, ME 04096 Menifee, CA 92586-6540
Attention: Chief Legal Officer Attention: Chief Information Officer
Approved as to Form: Attest:
Jeffrey T. Melching, City Attorney Kay Vinson, Acting City Clerk Group General Counsel
Robert Kennedy-Jensen Armando G. Villa
City Manager
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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. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the event of conflict between the Agreement and terms in the Comments section of this Investment Summary, the language in the Agreement will prevail.
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Agreement
Amendment
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Inc.
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Resource
Planning
Financial
Management
Software Solution
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March 20, 2024
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2022-305820-S1Y7Z6 CONFIDENTIAL Page 1
Quoted By: Chris Deroche
Quote Expiration: 08/16/22
Quote Name: City of Menifee-ERP-Munis
Quote Description: EERP ETA 1.13.23
Saas Term 1.00
Sales Quotation For:
City of Menifee
29714 Haun Rd
Menifee CA 92586-6540
Phone: +1 (951) 672-6777
Tyler License Fees and Related Services
Description Qty License Hours Module Total
Year One
Maintenance
Revenue Management
Accounts Receivable 1 $ 15,991.00 92 $ 0.00 $ 0.00
Cashiering 1 $ 28,483.00 48 $ 0.00 $ 0.00
General Billing 1 $ 9,798.00 40 $ 0.00 $ 0.00
Financial Management
Accounting 1 $ 75,065.00 208 $ 0.00 $ 0.00
Accounts Payable 1 $ 20,821.00 40 $ 0.00 $ 0.00
Budgeting 1 $ 20,821.00 56 $ 0.00 $ 0.00
Capital Assets 1 $ 18,060.00 48 $ 18,060.00 $ 0.00
Cash Management 1 $ 14,301.00 40 $ 14,301.00 $ 0.00
Contract Management 1 $ 8,612.00 32 $ 0.00 $ 0.00
eProcurement 1 $ 13,860.00 40 $ 13,860.00 $ 0.00
Inventory 1 $ 17,053.00 56 $ 17,053.00 $ 0.00
Project & Grant Accounting 1 $ 14,536.00 48 $ 0.00 $ 0.00 Purchasing 1 $ 32,338.00 120 $ 0.00 $ 0.00
Content Management
Content Manager Core 1 $ 27,048.00 48 $ 0.00 $ 0.00
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2022-305820-S1Y7Z6 CONFIDENTIAL Page 2 Human Resources Management
Human Resources & Talent Management 1 $ 10,904.00 120 $ 0.00 $ 0.00 Payroll w/ESS 1 $ 13,380.00 212 $ 0.00 $ 0.00
Time & Attendance - Up to 250 Employees 1 $ 18,363.00 172 $ 18,363.00 $ 0.00 Time & Attendance Mobile Access 1 $ 5,075.00 0 $ 5,075.00 $ 0.00 Additional
Enterprise Forms Processing (including Common Form
Set) 1 $ 13,839.00 0 $ 13,839.00 $ 0.00
Sub-Total $ 378,348.00 $ 100,551.00 $ 0.00
Less Discount $ 277,797.00 $ 0.00
TOTAL $ 100,551.00 1420 $ 100,551.00 $ 0.00
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Financial Management
Accounting 1 0 $ 27,023.00
Accounts Payable 1 0 $ 7,496.00
Budgeting 1 0 $ 7,496.00
Capital Assets 1 0 $ 6,502.00
Cash Management 1 0 $ 5,148.00
Contract Management 1 0 $ 3,101.00
eProcurement 1 0 $ 4,990.00
Inventory 1 0 $ 9,743.00
Project & Grant Accounting 1 0 $ 5,233.00
Purchasing 1 0 $ 11,642.00
Human Resources Management
Human Resources & Talent Management 1 0 $ 3,925.00
Payroll w/ESS 1 0 $ 4,817.00
Time & Attendance - Up to 250 Employees 1 0 $ 6,033.00
Time & Attendance Mobile Access 1 0 $ 1,821.00
Revenue Management
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 107
Menifee Mayor and City Council
March 20, 2024
Page
238 of 1058
2022-305820-S1Y7Z6 CONFIDENTIAL Page 3 Accounts Receivable 1 0 $ 5,757.00
Cashiering 1 0 $ 10,254.00
General Billing 1 0 $ 3,527.00
Civic Services
Resident Access 1 0 $ 13,000.00
Content Management
Content Manager Core 1 0 $ 5,563.00
Data Insights
Enterprise Analytics and Reporting w Executive Insights 1 92 $ 26,932.00 Open Finance 1 0 $ 21,000.00
Additional
Enterprise Forms Processing Software (including Common Form Set) 1 0 $ 9,875.00 Integrations
Accounts Payable API Toolkit 1 0 $ 6,214.00
Accounts Receivable API Toolkit 1 0 $ 6,214.00
Cashiering API 1 0 $ 5,485.00
General Ledger API Toolkit 1 0 $ 6,214.00
Inventory API Toolkit 1 0 $ 6,214.00
Procurement API Toolkit Bundle 1 0 $ 24,856.00
Recruiting API Toolkit 1 0 $ 6,214.00
Subscription Fees
ACFR Statement Builder 1 0 $ 8,925.00
TOTAL 92 $ 271,214.00
Professional Services
Description Quantity Unit Price Ext Discount Extended Price Maintenance Additional Services billed as needed : custom report writing 80 $ 185.00 $ 0.00 $ 14,800.00 $ 0.00 Conditional use hours for NTE 112 $ 210.00 $ 0.00 $ 23,520.00 $ 0.00 Executive Insights Implementation 1 $ 8,400.00 $ 0.00 $ 8,400.00 $ 0.00 Install Fee - Open Finance 1 $ 5,600.00 $ 0.00 $ 5,600.00 $ 0.00
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 108
Menifee Mayor and City Council
March 20, 2024
Page
239 of 1058
2022-305820-S1Y7Z6 CONFIDENTIAL Page 4 PIER / Financial requirements outlined in RFP 80 $ 185.00 $ 0.00 $ 14,800.00 $ 0.00 PIER / HR/Payroll requirements outlined in RFP 80 $ 185.00 $ 0.00 $ 14,800.00 $ 0.00 Post Go Live Support - Financials 80 $ 185.00 $ 0.00 $ 14,800.00 $ 0.00 Post Go Live Support - HCM 80 $ 185.00 $ 0.00 $ 14,800.00 $ 0.00 Project Management 304 $ 200.00 $ 0.00 $ 60,800.00 $ 0.00 Conversions – See Detailed Breakdown Below $ 23,550.00 $ 0.00 Onsite Implementation 400 $ 225.00 $ 0.00 $ 90,000.00 $ 0.00 Remote Implementation 1112 $ 200.00 $ 0.00 $ 222,400.00 $ 0.00 TOTAL $ 508,270.00 $ 0.00
3rd Party Hardware, Software and Services
Description Qty Unit Price
Unit
Discount Total Price
Unit
Maint/SaaS
Unit
Maint/SaaS
Discount
Total
Maint/SaaS
Cash Drawer 4 $ 260.00 $ 0.00 $ 1,040.00 $ 0.00 $ 0.00 $ 0.00 Hand Held Scanner - Model 1950GSR 4 $ 450.00 $ 0.00 $ 1,800.00 $ 0.00 $ 0.00 $ 0.00 Hand Held Scanner Stand 4 $ 30.00 $ 0.00 $ 120.00 $ 0.00 $ 0.00 $ 0.00 Pattern Stream Automated Document System -
Implementation 88 $ 185.00 $ 0.00 $ 16,280.00 $ 0.00 $ 0.00 $ 0.00 Pattern Stream Automated Document System -
SaaS 1 $ 0.00 $ 0.00 $ 0.00 $ 18,810.00 $ 0.00 $ 18,810.00 Printer (TM-S9000II) 4 $ 1,623.00 $ 0.00 $ 6,492.00 $ 0.00 $ 0.00 $ 0.00 TOTAL $ 25,732.00 $ 18,810.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 100,551.00 $ 0.00
Total SaaS $ 0.00 $ 271,214.00
Total Tyler Services $ 508,270.00 $ 0.00
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 109
Menifee Mayor and City Council
March 20, 2024
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240 of 1058
2022-305820-S1Y7Z6 CONFIDENTIAL Page 5 Total Third-Party Hardware, Software, Services $ 25,732.00 $ 18,810.00 Summary Total $ 634,553.00 $ 290,024.00
Contract Total $ 924,577.00
Estimated Travel Expenses excl in Contract
Total $ 23,290.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
All Primary values quoted in US Dollars
Detailed Breakdown of Conversions (Included in Summary Total) Description Qty Unit Price Unit Discount Extended Price Accounting
AC - Actuals up to 3 years 1 $ 1,500.00 $ 750.00 $ 750.00 AC - Budgets up to 3 years 1 $ 1,500.00 $ 750.00 $ 750.00 AC Standard COA 1 $ 2,000.00 $ 1,000.00 $ 1,000.00
Accounts Payable
AP - Checks up to 5 years 1 $ 3,500.00 $ 1,750.00 $ 1,750.00 AP - Invoice up to 5 years 1 $ 5,000.00 $ 2,500.00 $ 2,500.00 AP Standard Master 1 $ 1,800.00 $ 900.00 $ 900.00
Contract Management
Contracts 1 $ 5,000.00 $ 2,500.00 $ 2,500.00
Payroll
HR Human Resources - Certifications 1 $ 1,400.00 $ 700.00 $ 700.00 HR Human Resources - Education 1 $ 1,400.00 $ 700.00 $ 700.00 HR Human Resources - PM Action History up to 5 years 1 $ 1,400.00 $ 700.00 $ 700.00 HR Human Resources - Position Control 1 $ 1,400.00 $ 700.00 $ 700.00 HR Human Resources - Recruiting 1 $ 1,400.00 $ 700.00 $ 700.00
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 110
Menifee Mayor and City Council
March 20, 2024
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2022-305820-S1Y7Z6 CONFIDENTIAL Page 6 PR Payroll - Accrual Balances 1 $ 1,500.00 $ 750.00 $ 750.00 PR Payroll - Accumulators up to 5 years 1 $ 1,400.00 $ 700.00 $ 700.00 PR Payroll - Check History up to 5 years 1 $ 1,200.00 $ 600.00 $ 600.00 PR Payroll - Deductions 1 $ 1,800.00 $ 900.00 $ 900.00
PR Payroll - Earning/Deduction Hist up to 5 years 1 $ 2,500.00 $ 1,250.00 $ 1,250.00 PR Payroll - Standard 1 $ 2,000.00 $ 1,000.00 $ 1,000.00 PR Payroll - State Retirement Tables 1 $ 1,400.00 $ 700.00 $ 700.00 Project & Grant Accounting
PG - Actuals up to 3 years 1 $ 1,500.00 $ 750.00 $ 750.00 PG - Budgets up to 3 years 1 $ 1,500.00 $ 750.00 $ 750.00 PGA Standard 1 $ 2,000.00 $ 1,000.00 $ 1,000.00
Purchasing
Purchasing - Standard 1 $ 3,000.00 $ 1,500.00 $ 1,500.00 TOTAL $ 23,550.00
Optional Tyler License Fees and Related Services
Description Qty License Hours Module Total
Year One
Maintenance
Financial Management
BMI Asset Track Interface 1 $ 4,245.00 24 $ 4,245.00 $ 0.00 BMI CollectIT Interface 1 $ 4,245.00 24 $ 4,245.00 $ 0.00 TOTAL $ 8,490.00 48 $ 8,490.00 $ 0.00
Optional Professional Services
Description Quantity Unit Price Ext. Discount Extended Price Maintenance Onsite Implementation 16 $ 225.00 $ 0.00 $ 3,600.00 $ 0.00 Remote Implementation 32 $ 200.00 $ 0.00 $ 6,400.00 $ 0.00
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 111
Menifee Mayor and City Council
March 20, 2024
Page
242 of 1058
2022-305820-S1Y7Z6 CONFIDENTIAL Page 7 TOTAL $ 10,000.00 $ 0.00
Tyler License Fee Discount Detail (Excludes Optional Products) Description License
License
Discount License Net
Maintenance
Basis
Year One Maint
Discount
Year One
Maint Net
Financial Management
Accounting $ 75,065.00 $ 75,065.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Accounts Payable $ 20,821.00 $ 20,821.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Budgeting $ 20,821.00 $ 20,821.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Capital Assets $ 18,060.00 $ 0.00 $ 18,060.00 $ 0.00 $ 0.00 $ 0.00 Cash Management $ 14,301.00 $ 0.00 $ 14,301.00 $ 0.00 $ 0.00 $ 0.00 Contract Management $ 8,612.00 $ 8,612.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 eProcurement $ 13,860.00 $ 0.00 $ 13,860.00 $ 0.00 $ 0.00 $ 0.00 Inventory $ 17,053.00 $ 0.00 $ 17,053.00 $ 0.00 $ 0.00 $ 0.00 Project & Grant Accounting $ 14,536.00 $ 14,536.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Purchasing $ 32,338.00 $ 32,338.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Human Resources Management
Human Resources & Talent
Management $ 10,904.00 $ 10,904.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Payroll w/ESS $ 13,380.00 $ 13,380.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Time & Attendance - Up to 250
Employees $ 18,363.00 $ 0.00 $ 18,363.00 $ 0.00 $ 0.00 $ 0.00 Time & Attendance Mobile Access $ 5,075.00 $ 0.00 $ 5,075.00 $ 0.00 $ 0.00 $ 0.00 Revenue Management
Accounts Receivable $ 15,991.00 $ 15,991.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Cashiering $ 28,483.00 $ 28,483.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 General Billing $ 9,798.00 $ 9,798.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Content Management
Content Manager Core $ 27,048.00 $ 27,048.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 Additional
Enterprise Forms Processing
(including Common Form Set) $ 13,839.00 $ 0.00 $ 13,839.00 $ 0.00 $ 0.00 $ 0.00
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 112
Menifee Mayor and City Council
March 20, 2024
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243 of 1058
2022-305820-S1Y7Z6 CONFIDENTIAL Page 8 TOTAL $ 378,348.00 $ 277,797.00 $ 100,551.00 $ 0.00 $ 0.00 $ 0.00 Comments
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler.
Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
As a new Tyler client, you are entitled to a 14-day or a 30-day trial of the Managed Detection and Response cybersecurity service. Please reference https://www.tylertech.com/services/tyler-detect for more information on the service and contact [email protected] to initiate the trial.
Tyler currently supports the following identity providers (IdP's) for use with Tyler back-office solutions: Microsoft Active Directory through Azure AD, ADFS or Okta AD agent, Google Cloud Identity, Okta, and Identity Automation Rapid Identity. Any requirement by you to use an IdP not supported by Tyler will require additional costs, available upon request.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 113
Menifee Mayor and City Council
March 20, 2024
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244 of 1058
2022-305820-S1Y7Z6 CONFIDENTIAL Page 9 Tyler Content Manager SE includes up to 1TB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of $5,000 per TB.
The SaaS fees for product that are not named users are based on 100 concurrent users. Should the number of concurrent users be exceeded, Tyler reserves the right to re-negotiate the SaaS fees based upon any resulting changes in the pricing categories.
Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights SaaS Services, or certain Tyler solutions which include Tyler’s Data & Insights data platform, are subject to the Terms of Services, available at https://www.tylertech.com/terms/data-insights-saas-services- terms-of-service. By signing this sales quotation, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms.
General Billing library includes: standard invoice, standard statement, standard general billing receipt and standard miscellaneous receipt.
Each API Toolkit or Connector comes with 8 free hours of API Development Consulting hours. Each API Bundle comes with 16 free API Development Consulting hours. Additional hours can be purchased beyond this standard offering.
In the event Client acquires from Tyler any edition of Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler applications only. If Client wishes to use Content Manager software with non-Tyler applications, Client must purchase or upgrade to Content Manager Enterprise Edition.
Financial library includes: standard A/P check, standard EFT/ACH, standard Purchase order, standard Contract, 1099M, 1099INT, 1099S, 1099NEC and 1099G.
Personnel Actions Forms Library includes: standard Personnel Action form - New and standard Personnel Action Form - Change.
Payroll library includes: standard PR check, standard direct deposit, standard vendor from payroll check, standard vendor from payroll direct deposit, W2, W2c, ACA 1095B, ACA 1095C and 1099 R.
Standard Project Management responsibilities include project plan creation, initial stakeholder presentation, bi-weekly status calls, updating of project plan task statuses, and go-live planning activities.
Tyler's form library prices are based on the actual form quantities listed, and assume the forms will be provided according to the standard Enterprise ERP form template. Any forms in addition to the quoted amounts and types, including custom forms or forms that otherwise require custom programming, are subject to an additional fee. Please also note that use of the Tyler Forms functionality requires the use of approved printers as well. You may contact Tyler's support team for the most current list of approved printers. Any forms included in this quote are based on the standard form templates provided. Custom forms, additional forms and any custom programming are subject to additional fees not
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 114
Menifee Mayor and City Council
March 20, 2024
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2022-305820-S1Y7Z6 CONFIDENTIAL Page 10 included in this quote. The additional fees would be quoted at the time of request, generally during the implementation of the forms. Please note that the form solution provided requires the use of approved printers. You may contact Tyler's support team for the most current list of approved printers.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 115
Menifee Mayor and City Council
March 20, 2024
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Exhibit A
Schedule 1
1 Exhibit A
Schedule 1
Migration Modules
Budget Preparation
Forms
GL/AP/PG
Contract Management
Project Accounting
Accounts Receivable
Contract Management Web
Tyler Output Processing
Human Resources Web
Tyler Cashiering
Agency License
Requisitions
Human Resources
Payroll
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 116
Menifee Mayor and City Council
March 20, 2024
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Exhibit B
1 Exhibit B
Invoicing and Payment Policy
We will provide you with the software and servic es 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 at constructive operational use of the system, generally considered to be the “Go-Live”. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon ex piration of the initial term, any renewal term shall not exceed 5% price increases annually fo r years four (4) through ten (10). Any Renewal Terms thereafter, shall be at our then-current Saas Fees term. Beginning on the commencement of the initial term, Client shall no longer be required to pay annual support fees for the Migration Modules.
2. License Fees: License fees are invoiced 100% on the date when we provide you with access to the applicable Tyler Software (the “Software Access Date”).
3. Other Tyler Software and Services.
3.1 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.
3.2 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they wi ll be invoiced 50% upon your acceptance of the “Best Practice Recommendations,” if any, defined in the applicable Statement of Work or Tyler’s proposal response, 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 bi ll you the actual services delivered on a time and materials basis.
3.3 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.
3.4 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon client acceptance of the applicable modification. You mu st report any failure of the modification to conform to the specifications within ninety (90) days of delivery; otherwise, the modification will be deemed
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 117
Menifee Mayor and City Council
March 20, 2024
Page
248 of 1058
Exhibit B
2 to be in compliance with the specifications after the 90-day window has passed. You may still report Defects to us as set forth in this Agreement.
3.5 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 up on client acceptance of the Implementation Planning document.
3.6 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 not increase by more than 5% for years 4-10. Thereafter, your annual fees will be at our then-current .
3. Third Party Products.
3.1 Third Party Software License Fees : License fees for Third Party Software, if any, are invoiced when we make it available to you.
3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading.
3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
3.4 [Removed].
3.5 [Removed].
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 Exhibit A and may be increased by Tyler upon notice of no less than thirty (30) days.
5. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy,. Our current Business Travel Policy is attached to this Exhibit B as Schedule
1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of yo ur requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available.
6. Credit for Prepaid Maintenance and Support Fees for Migration Modules. Client will receive a credit for the maintenance and support fees pr epaid for the Migration Modules for the time period commencing on the first day of the initial term, as set forth in Section F (1) of this Agreement. Migration Modules are listed at Exhibit A, Schedule 1.
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].
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 118
Menifee Mayor and City Council
March 20, 2024
Page
249 of 1058
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 de parture 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 rese rvations 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” becaus e these fares are non-refundable and have many restrictions that outweigh the cost-savings.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags
Baggage fees for sports equipment are not reimbursable.
2. Ground Transportation
A. Private Automobile
Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 119
Menifee Mayor and City Council
March 20, 2024
Page
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Exhibit B
Schedule 1
2 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 e nding 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 le ased 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, pu blic transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented.
3. Lodging
Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates.
“No shows” or cancellation fees are not reimbursable if the employee does not comply with the hotel’s cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.
Employees are not authorized to reserve non-tradit ional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 120
Menifee Mayor and City Council
March 20, 2024
Page
251 of 1058
Exhibit B
Schedule 1
3 4. Meals and Incidental Expenses
Employee meals and incidental expenses while on tr avel 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, hote l 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 reim bursable. 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 an d returning in the same day are eligible to claim lunch on an expense report. Employ ees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
5. Internet Access – Hotels and Airports
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Exhibit B
Schedule 1
4 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” wi th 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 busine ss, 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 an d legal fees, entry taxes and departure taxes are reimbursable.
The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.
Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.
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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. 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 te rms have the meaning set forth in the Agreement.
Actual Attainment: The percentage of time the Tyler Software is available during a calendar quarter, calculated as follows: (Service Availability – Downtime) ÷ Service Availability.
Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third-party providers over whom we exercise no control.
Downtime: Those minutes during Service Av ailability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Soft ware. Downtime does not include those instances in which only a Defect is present.
Emergency Maintenance: (1) maintenance that is required to patc h a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availabi lity; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client.
Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window.
Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week.
III. Service Availability
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number. b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (i ncluding whether it may be the result of Planned
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Exhibit C
2 Downtime, a Client Error Incident, Denial of Service attack or Force Majeure). We will also work with you to resume normal operations.
b.1 Tyler shall notify client at least 48 hours in advance of any Planned Downtime, and as soon as known in the event of Emergency Downtime.
c. Client Relief
Our targeted Attainment Goal is 100%. You may be en titled to credits as indica ted in the Client Relief Schedule found below. Your relief credit is calcul ated as a percentage of the SaaS fees paid for the calendar quarter.
In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen days (15) of the end of the applicable quarter. We will respond to your relief request within thirty (30) day(s) of receipt.
The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations unde r the Agreement to correct the problem which created the service interruption.
Client Relief Schedule
Actual Attainment Client Relief
99.99% - 99.50% Remedial action will be taken
99.49% - 98.50% 2%
98.49% - 97.50% 4%
97.49% - 96.50% 6%
96.49% - 95.50% 8%
Below 95.50% 10%
* Notwithstanding language in the Agreement to the contrary, Recovery Point Objective is one (1) hour.
IV. Maintenance Notifications
We perform Standard Maintenance during limited wind ows 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 reas onably practicable that the Tyler Software will be unavailable during the maintenance window.
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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 configuration-based 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 resource s are available to provide a comp rehensive 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 such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below.
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Exhibit C
Schedule 1
2 We will also make commercially reasonable efforts to be available for one mutually agreeable day 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 Cust omer 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 “characteristi cs” 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
circu
mvention 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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Exhibit C
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 h as 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 proce
dure.
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 Non-
critical
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 th e 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. You will provide the local login and administrative privileges that are reasonably necessary to access your system and view the site’s setup, diagnose problems, or assist with screen navigation to the extent required to provide the requested support. More info rmation about the remote support tool Tyler uses is available upon request.
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Exhibit D
1 Exhibit D
Third Party Terms
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Exhibit D
Schedule 1
1 Exhibit D
Schedule 1
ThinPrint 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 attached hereto attached hereto. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.
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Schedule 1
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Schedule 1
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Schedule 1
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Schedule 1
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Schedule 1
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Exhibit D
Schedule 1
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Exhibit D
Schedule 2
1 Exhibit D
Schedule 2
DocOrigin Terms
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Exhibit D
Schedule 2
2
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Schedule 2
3
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Schedule 2
4
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Schedule 2
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Exhibit E
1 Exhibit E
Statement of Work
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Menifee, CA
SOW from Tyler Technologies, Inc.
12/21/2022
Presented to:
29714 Haun Rd
Menifee, CA 92586-6540
Contact:
Rich Boven
Email: [email protected]
One Tyler Drive, Yarmouth, ME 04096
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Tyler Technologies, Inc. Page | i
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 & Resp onsibilities .............................................................................................................. 6 Tyler Executive Manager ...................................................................................................... ....... 7 Tyler Implementati on Manager ................................................................................................... 7 Tyler Project Manager ........................................................................................................ ......... 7 Tyler Implementation Consultant .............................................................................................. .. 8 Tyler Sales .................................................................................................................. .................. 8 Tyler Technical Services ..................................................................................................... .......... 8 Tyler API Services ........................................................................................................... .............. 9 City Roles & Resp onsibilities ................................................................................................................ 9 City Executive Sponsor ....................................................................................................... .......... 9 City Steering Committee ...................................................................................................... ........ 9 City Project Manager ......................................................................................................... ........ 10 City Functional Leads ........................................................................................................ ......... 11 City Power Users ............................................................................................................. ........... 11 City End Users ............................................................................................................... ............. 12 City Technical Lead .......................................................................................................... .......... 12 City Change Management Lead ................................................................................................. 12 PART 3: PROJECT PLAN ............................................................................................................................ 14 Project Stages ................................................................................................................ ................. 14 Initiate and Plan ............................................................................................................ ..................... 15 Initial Coordination ......................................................................................................... ........... 15 Project/Phase Planning ....................................................................................................... ....... 16
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Infrastructure Planning ...................................................................................................... ........ 17 Stakeholder Meeting .......................................................................................................... ....... 18 Intentionally left blank. .................................................................................................... .......... 19 Control Point 1: Initiate & Plan Stage Acceptance .................................................................... 19 Assess & Define............................................................................................................... ................... 19 Solution Orientation ......................................................................................................... ......... 19 Current & Future State Analysis .............................................................................................. .. 20 Conversion Asse ssment ............................................................................................................. 21 Intentionally left blank. .................................................................................................... .......... 22 Intentionally left blank. .................................................................................................... .......... 22 Control Point 2: Assess & Define Stage Acceptance.................................................................. 22 Prepare Solution ............................................................................................................. ................... 23 Initial System De ployment ......................................................................................................... 23 Configuration ................................................................................................................ ............. 25 Process Refinement ........................................................................................................... ........ 26 Conversion De livery ................................................................................................................... 28 Intentionally left blank. .................................................................................................... .......... 29 Intentionally left blank. .................................................................................................... .......... 29 Control Point 3: Prepare Solution Stage Acceptance ................................................................ 29 Production Re adiness ........................................................................................................................ 30 Solution Validation........................................................................................................... .......... 30 Go-Live Readiness ............................................................................................................ .......... 31 End User Training ............................................................................................................ ........... 32 Control Point 4: Production Readiness Stage Acceptance ........................................................ 33 Production ................................................................................................................... ...................... 33 Go-Live ...................................................................................................................... ................. 33 Transition to Clie nt Services ...................................................................................................... 35 Post Go-Live Activities ...................................................................................................... ......... 36 Control Point 5: Production Stage Acceptance ......................................................................... 37 Close ........................................................................................................................ ........................... 37 Phase Closeout................................................................................................................ ........... 37 Project Closeout ............................................................................................................. ............ 38 Control Point 6: Close Stage Acceptance ................................................................................... 39 General Assumptions ........................................................................................................... ........... 39 Project ...................................................................................................................... .......................... 40 Organizational Change Management ............................................................................................. ... 40 Resources and Scheduling ..................................................................................................... ............ 40 Data ......................................................................................................................... ........................... 41 Facilities ................................................................................................................... .......................... 41 Glossary ...................................................................................................................... ................... 42 PART 4: APPENDICES ................................................................................................................................ 45 Conversion .................................................................................................................... ................. 45
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Enterprise ERP Conv ersion Summary ................................................................................................ 45 Accounting COA ............................................................................................................... .......... 45 Accounting - Actuals ......................................................................................................... ......... 45 Accounting - Budgets ......................................................................................................... ........ 45 Accounts Payable Master ...................................................................................................... .... 45 Accounts Payable - Checks .................................................................................................... .... 45 Accounts Payable - Invoices .................................................................................................. ..... 45 Contracts .................................................................................................................... ................ 45 Purchase Orders............................................................................................................... .......... 46 Project Grant Accounting ..................................................................................................... ..... 46 Project Grant Accounting - Actuals ........................................................................................... . 46 Project Grant Accounting – Budget ........................................................................................... 46 Payroll ...................................................................................................................... .................. 46 Payroll – Certifications ..................................................................................................... .......... 46 Payroll – Education .......................................................................................................... .......... 46 Payroll – PM Action History .................................................................................................. ..... 46 Payroll – Position Control ................................................................................................... ....... 46 Payroll – Recruiting ......................................................................................................... ........... 47 Payroll – Accrual Balances ................................................................................................... ...... 47 Payroll – Accumulators ....................................................................................................... ....... 47 Payroll – Check History ...................................................................................................... ........ 47 Payroll – Earning/Deduction Hist.............................................................................................. . 47 Payroll - Deductions ......................................................................................................... .......... 47 Payroll – State Retirement Tables ............................................................................................ . 47 Additional Appendices ......................................................................................................... ........... 48 Intentionally left blank. .................................................................................................... .................. 48 Project Timeline .............................................................................................................. ............... 49 ERP Project Timeline ......................................................................................................... ................. 49 Intentionally left blank. .................................................................................................... .................. 49
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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 City (collectively the “Project”).
The overall goals of the project are to:
Implement a full ERP system covering the Human Resources and Financial Management functions as outlined in the RFP document and Tyler’s signed response to the RFP To the maximum extent practicable, eliminate manual and/or paper-based processes from the employee experience
To the maximum extent practicable, document and reimagine the City’s business processes to take full advantage of the Munis ERP system’s best practices and innovations Provide trust-worthy financial and human resource information to City management that is relevant to their role and delivered timely where needed (mobile/desktop/laptop/etc.) Train Finance, Human Resource and designated key “power users” in the full use of the system as implemented ensuring City staff are able to fully utilized the system as implemented Successfully implement the contracted scope on time and on budget Increase operational efficiencies and empower users to be more productive Improve accessibility and responsiveness to external and internal customer needs Overcome current challenges and meet future goals
Methodology
This is accomplished by the City 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 City’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 City and Tyler commit to including the necessary leadership and governance. During each stage of the Project, it is expected that the City 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 City’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 City 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 City Steering Committee become the escalation points to triage responses prior to escalation to the City and Tyler executive sponsors. As part of the escalation process, each Project governance tier presents recommendations and supporting information to facilitate knowledge transfer and issue resolution. The City and Tyler executive sponsors serve as the final escalation point.
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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 City; for example, the City 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.
The additional cost or associated savings to the City will be included to help make the decision. The timetable for implementing the change.
The effect on and/or risk to the schedule, resource needs or resource responsibilities. Tyler will work with the City to define what is and is not within scope before writing up the change request form.
The City 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 City). 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 City office or department designates specific individuals for making decisions on behalf of their offices or departments.
Both Tyler and the City 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 City feedback and approval on Project deliverables will be critical to the success of the Project. The City project manager will strive to gain deliverable and decision approvals from all authorized City 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 City 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 City shall have five (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 City does not provide acceptance or acknowledgement within five (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 City does not agree the Deliverable or Control Point meets requirements, the City shall notify Tyler project manager(s), in writing, with reasoning within five (5) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable. Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City shall then have two (2) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the City does not provide acceptance within two (2) 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 City and Tyler. Roles and responsibilities may not follow the organizational chart or position descriptions at the City, but are roles defined within the Project. It is common for individual resources on both the Tyler and City 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 City’s overall organizational strategy.
Authorizes required Project resources.
Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process.
Acts as the counterpart to the City’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 City 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 City, the Tyler Project Manager provides regular updates to the City 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 City project manager(s). Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.
Planning
Delivers project planning documents.
Defines Project tasks and resource requirements.
Develops initial Project schedule and Project Management Plan. Collaborates with the City project manager(s) to plan and schedule Project timelines to achieve on- time implementation.
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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 City and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to the City any items that may impact the outcomes of the Project.
Collaborates with the City ’s project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the project.
Collaborates with the City ’s project manager(s) to set a routine communication plan that will aide all Project team members, of both the City 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 City through software validation process following configuration. Assists during Go-Live process and provides support until the City transitions to Client Services. Facilitates training sessions and discussions with the City 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. Supports and assists the project team with technical/environmental issues/needs. Deploys Tyler products.
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Tyler API Services
Provides training in the use of the API Toolkit.
Provides consulting services in the use of the API Toolkit to the City, as the City builds interfaces.
City Roles & Responsibilities
City resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles.
City Executive Sponsor
The City 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 City steering committee, project manager(s), and functional leads to make critical business decisions for the City. Champions the project at the executive level to secure buy-in. Authorizes required project resources.
Actively participates in organizational change communications.
City Steering Committee
The City 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 City project manager and Project through participation in regular internal meetings. The City steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The City steering committee also 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 City Policies
o Needs of other client projects
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City Project Manager
The City shall assign project manager(s) prior to the start of this project with overall responsibility and authority to make decisions related to Project Scope, scheduling, and task assignment. The City Project Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the City project manager(s) do not have the knowledge or authority to make decisions, he or she engages the necessary resources to participate in discussions and make decisions in a timely fashion to avoid Project delays. The City project manager(s) are responsible for reporting to the City 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 City 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 City 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 City 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 City 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.
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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 City 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.
City Functional Leads
Makes business process change decisions under time sensitive conditions. Communicates existing business processes and procedures to Tyler consultants. Assists in identifying business process changes that may require escalation. 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 City 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 City 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
City Power Users
Participate in project activities as required by the project team and project manager(s). Provide subject matter expertise on the City business processes and requirements. Act as subject matter experts and attend Current & Future State Analysis sessions as needed. Attend all scheduled training sessions.
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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 City staff during and after implementation. Participate in conversion review and validation.
City End Users
Attend all scheduled training sessions.
Become proficient in application functions related to job duties. Adopt and utilize changed procedures.
Complete all deliverables by the due dates defined in the project schedule. Utilize software to perform job functions at and beyond Go-live.
City 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 City 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 City’s legacy system per the conversion schedule set forth in the project schedule.
City 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 City’s software upgrade process. Assists with the software upgrade process during implementation. Manages software upgrade activities post-implementation. Manages software upgrade plan activities.
Coordinates software upgrade plan activities with City and Tyler resources. Communicates changes affecting users and department stakeholders. Obtains department stakeholder acceptance to upgrade production environment.
City 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.
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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.
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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 City.
*Items noted with an asterisk in the graphic above relate to specific products and services. If those products and services are not included in the scope of the contract, these specific work packages will be noted as “Intentionally Left Blank” in Section 6 of the Statement of Work.
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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 City 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 City 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 City’s team. During this step, Tyler will work with the City 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 City project team.
STAGE 1 Initial Coordination
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Department Heads
End Users
Technical Leads
Tyler project team is assigned A R C I I I I I I
City project team is assigned A I R I I I
Provide initial project
documents to the City
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
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Inputs Contract documents
Statement of Work
Outputs/Deliverables Completed initial project documents Project portal
Work package assumptions:
Project activities begin after the agreement has been fully executed.
Project/Phase Planning
Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify applications to implement in each Phase (if applicable), and discuss implementation timeframes.
During this work package Tyler will work with the City to coordinate and plan a formal Project planning meeting(s). This meeting signifies the start of the Project and should be attended by all City 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 City’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 City 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 City 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 City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
U)
Department Heads
End Users
Technical Leads
Schedule and
conduct planning
session(s)
A R I C C I
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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 City provides acceptance of schedule based on resource availability, project budget, and
goals.
Work package assumptions:
City has reviewed and completed the Guide to Starting Your Project document.
Infrastructure Planning
Procuring required hardware and setting it up properly is a critical part of a successful implementation. This task is especially important for Tyler-hosted/SaaS deployment models. Tyler will be responsible for building the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement. Tyler will install Licensed Software on application server(s) or train the City to install License Software. The City is responsible for the installation and setup of all peripheral devices.
Objectives:
Ensure the City’s infrastructure meets Tyler’s application requirements. Ensure the City’s infrastructure is scheduled to be in place and available for use on time.
STAGE 1 Infrastructure Planning
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts
(P U )
Department Heads
End Users
Technical Leads
Provide Infrastructure
Requirements and Design
Document
A R C C I I
Initial Infrastructure
Meeting A R C C C C
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*Schedule SaaS
Environment Availability A R C I
*Schedule Hardware to
be Available for
Installation
I I A R C
Schedule Installation of
All Licensed Software A R C I I Infrastructure Audit A R C I C
Inputs 1. Initial Infrastructure Requirements and Design Document
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
1. Completed Infrastructure Requirements
and Design Document
Delivery of Document
2. Infrastructure Audit System Passes Audit Criteria
Stakeholder Meeting
Communication of the Project planning outcomes to the City 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 City 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 City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
U)
Department Heads
End Users
Technical 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
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 166
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March 20, 2024
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Inputs Agreement
SOW
Project Management Plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Stakeholder Meeting Presentation
Work package assumptions:
None
Intentionally left blank.
Control Point 1: Initiate & Plan Stage Acceptance
Acceptance criteria for this stage includes completion of all criteria listed below.
Note: Advancement to the Assess & Define stage is not dependent upon Tyler’s receipt of this stage acceptance.
Initiate & Plan Stage Deliverables:
Project Management Plan
Initial Project Schedule – Baseline Project Plan of Record Initiate & Plan stage acceptance criteria:
All stage deliverables accepted based on acceptance criteria previously defined Project governance defined
Project portal made available to the City
Stakeholder meeting complete
Assess & Define
The Assess & Define stage will provide an opportunity to gather information related to current City business processes. This information will be used to identify and define business processes utilized with Tyler software.
The City 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 City team knowledge transfer such as:
eLearning, documentation, or walkthroughs. The City 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.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 167
Menifee Mayor and City Council
March 20, 2024
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Objectives:
Provide a basic understanding of system functionality. Prepare the City for current and future state analysis.
STAGE 2 Solution Orientation
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
U)
Department Heads
End Users
Technical Leads
Provide pre-requisites A R I I I I I Complete pre-requisites A R C C Conduct orientation A R I I I I I
Inputs Solution orientation materials
Training Plan
Current & Future State Analysis
The Current & Future State Analysis provides the Project stakeholders and Tyler an understanding of process changes that will be achieved with the new system.
The City 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 City will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk from over customization of Tyler products. It is the City’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
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 168
Menifee Mayor and City Council
March 20, 2024
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Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
U)
Department Heads
End Users
Technical Leads
Current State process
review A R I I I C C C C C
Discuss future-state
options A R C C C C C C C C
Make future-state
decisions (non-COTS) C C C C C A R I C C
Document anticipated
configuration options
required to support
future state
A R C C C I I I I I
Inputs City 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:
City attendees possess sufficient knowledge and authority to make future state decisions. The City is responsible for any documentation of current state business processes. The City can effectively communicate current state processes.
Conversion Assessment
Data Conversions are a major effort in any software implementation. Tyler’s conversion tools facilitate the predictable, repeatable conversion process that is necessary to support a successful transition to the Tyler system. The first step in this process is to perform an assessment of the existing (“legacy”) system(s), to better understand the source data, risks, and options available. Once the data has been analyzed, the plan for data conversion is completed and communicated to the appropriate stakeholders.
Objectives:
Communicate a common understanding of the project goals with respect to data. Ensure complete and accurate source data is available for review/transfer. If source data is a Tyler legacy system, Tyler will perform the data mappings. If source data is from a third party, client is responsible for mapping the data from the source to the Tyler system.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 169
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March 20, 2024
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Document the data conversion/loading approach.
STAGE 2 Data CConversion Assessment
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
U)
Department Heads
End Users
Technical Leads
Extract Data from
Source Systems I C A R
Review and Scrub
Source Data I I I A R C I
Build/Update Data
Conversion Plan R C C C I I I I
Inputs City Source data
City Source data Documentation (if available)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data Conversion Plan built/updated City Acceptance of Data Conversion Plan, if Applicable
Work package assumptions:
If the source data is a Tyler system Tyler's Conversion Engineers extract and map the data into the standard Munis conversion format. If the source data is from a third-party the client will provide Tyler with the data in a mutually agreed upon format.
Tyler will work with the City representatives to identify business rules before writing the conversion. City subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort.
Intentionally left blank.
Intentionally left blank.
Control Point 2: Assess & Define Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Note: Advancement to the Prepare Solution Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 170
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March 20, 2024
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Assess & Define Stage Deliverables:
Documentation of future state decisions and configuration options to support future state decisions. Modification specification document.
Assess & Define Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined. Solution Orientation is delivered.
Conversion data extracts are received by Tyler.
Data conversion plan built.
Client Acceptance of Data Conversion Plan
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 City 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:
Active Directory integration is defined, configured, and operational including integration/support of
DUO MFA
Identity Workforce, Tyler’s authentication framework for Tyler back-office solutions built on Okta, supports industry standard identity providers (IdP’s) for seamless, single sign-on. This enables clients to use their own login and password policies, including the use of multifactor authentication (MFA) for enhanced identity verification.
The Identity Workforce User Store, included with Identity Workforce Core which comes standard with all Tyler solutions, can be used to create and manage accounts that do not exist in the client’s IdP, such as contractors or seasonal staff. Upgrading to Identity Workforce Advanced adds several additional identity management features including support for custom password policies and MFA used with Identity Workforce User Store accounts. MFA options include email, SMS, and authenticator apps such as Okta Verify and Google Authenticator.
Identity Community, Tyler’s authentication framework for community users external to an organization, such as vendors, businesses, and residents, supports self-service account creation and management through email or social identity providers, such as Google, Apple, Microsoft, and Facebook. End-users can optionally enable multifactor authentication through any of these options.
MFA with Time & Attendance Timeclocks
Tyler’s Time and Attendance supports multifactor authentication for time entry with TouchTime timeclocks.
When multifactor authentication is enabled, users are required to use two different factors to login to the
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 171
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March 20, 2024
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TouchTime Device. Administrators can configure the two types to be any of the following: keypad entry, biometric (fingerprint) entry, and badge swipe. Proximity, barcode, and magnetic stripe badges are all considered to be a single authentication factor. These will all be logged as badge swipe authentication and are not recognized as separate authentication factors.
All licensed software is installed and operational.
Encryption of data in transit and data at rest is validated and compliant FIPS 140-2 standards Transport Layer Security (TLS) encryption protects communication with Tyler applications, including end-user access through TLS-protected HTTPS. This widely adopted protocol secures sensitive data by preventing reading or modifying information transferred.
Tyler solutions run on AWS storage services, including Elastic Block Store (EBS) and Amazon Simple Storage Service (S3). The use of server-side encryption with AWS Key Management Service (AWS KMS) keys is used to encrypt at-rest data. This encryption is known as SSE-KMS. SSE-KMS uses one of the strongest block ciphers available to encrypt your data, 256-bit Advanced Encryption Standard (AES-256).
Tyler employs a FIPS-compliant enterprise backup solution certified for CJIS and GovCloud use. Data transfer and storage is encrypted as defined in FIPS140-2 and FIPS140-3 standards over private connections within the AWS network.
PII, PHI, and other protected data masking is validated as operational
Policies are in place for storing personal identifiable information (PII). PII is data that can be used to identify a specific person. Common forms of PII include things like Social Security numbers, phone numbers, and addresses. Fields in HCM employee master and pay screens can be set to none, read-only, add, update, delete. Custom masking not available. Tyler implements a role-based access control methodology to ensure only authorized people with a need for access are given it. To the extent Tyler users have access, Tyler employs a least-privileged access strategy, meaning that individuals are given and use only the least administrative rights possible to do the task at hand. Tyler compliments these strategies with controls and monitoring to ensure only those authorized users can access the systems allowed. Upon termination or expiration of the SaaS contract, all application access is revoked.
Client receives most recent SOC1/SOC2 audit report(s) The City can access the totality of software comprising the proposed system STAGE 3 Initial System Deployment (Hosted/SaaS)*
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Prepare hosted
environment A R I C
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 172
Menifee Mayor and City Council
March 20, 2024
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Install Licensed
Software with
Initial Database on
Server(s) for
Included
Environments
A R I C
Install Licensed
Software on City
Devices (if
applicable)
I C A R
Tyler System
Administration
Training (if
applicable)
A R I C
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Licensed Software is Installed on the Server(s) Software is accessible Licensed Software is Installed on City Devices
(if applicable)
Software is accessible
Installation Checklist/System Document System Passes
Infrastructure Design Document (C&J – If
Applicable)
Work package assumptions:
The most current available version of the Tyler Licensed Software will be installed. The City will provide network access for Tyler modules, printers, and Internet access to all applicable City and Tyler Project staff.
Configuration
The purpose of Configuration is to prepare the software product for validation.
Tyler staff collaborates with the City to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. The City collaborates with Tyler staff iteratively to validate software configuration.
Objectives:
Software is ready for validation.
Educate the City Power User how to configure and maintain software. Prepare standard interfaces for process validation (if applicable).
STAGE 3 Configuration
Tyler City
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 173
Menifee Mayor and City Council
March 20, 2024
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RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
U)
Department Heads
End Users
Technical Leads
Conduct configuration
training A R I C C
Complete Tyler
configuration tasks
(where applicable)
A R I I I
Complete City
configuration tasks
(where applicable)
I C A R C
Standard interfaces
configuration and
training (if applicable)
A R C I C C C
Updates to Solution
Validation testing plan C C A R C C
Inputs Documentation that describes future state decisions and configuration options to support future state decisions.
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Configured System N/A
Work package assumptions:
Tyler provides guidance for configuration options available within the Tyler software. The City is responsible for making decisions when multiple options are available.
Process Refinement
Tyler will educate the City users on how to execute processes in the system to prepare them for the validation of the software. The City collaborates with Tyler staff iteratively to validate software configuration options to support future state.
Objectives:
Ensure that the City understands future state processes and how to execute the processes in the software.
Refine each process to meet the business requirements. Validate standard interfaces and API integrations, where applicable. Validate forms and reports, where applicable.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 174
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March 20, 2024
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STAGE 3 Process Refinement
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Conduct process
training A R I C I C
Confirm process
decisions I C A R C I C
Test configuration I C A R C
Refine
configuration (City
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 City-
specific 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 City-specific process
documentation (completed by City)
Work package assumptions:
None
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 175
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March 20, 2024
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Conversion Delivery
The purpose of this task is to transition the City’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 City will review specific data elements within the system and identify / report discrepancies. Iteratively, Tyler will collaborate with the City to address conversion discrepancies. This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s). Reference Conversion Appendix for additional detail.
Objectives:
Data is ready for production (Conversion).
STAGE 3 Data Delivery & Conversion
Tyler City
RACI MATRIX
KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Provide data
crosswalks/code
mapping tool
A C R I I I
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 176
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March 20, 2024
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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
Inputs
Data Conversion Plan
Configuration
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Code Mapping Complete / Validated N/A
Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for final pass
Work package assumptions:
The City will provide a single file layout per source system as identified in the investment summary. The City subject matter experts and resources most familiar with the current data will assist the Tyler team in the data conversion effort.
The City project team will be responsible for completing the code mapping activity, with assistance from Tyler.
Intentionally left blank.
Intentionally left blank.
Control Point 3: Prepare Solution Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below in each Work Package.
Note: Advancement to the Production Readiness Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
Prepare Solution Stage Deliverables:
Licensed software is installed.
Installation checklist/system document.
Conversion iterations and reviews complete.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 177
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March 20, 2024
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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. Client acceptance
Production Readiness
Activities in the Production Readiness stage will prepare the City 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 City to review the status of the project and the organizations readiness for go-live.
Solution Validation
Solution Validation is the end-to-end software testing activity to ensure that the City 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. Including validation of Accounts Payable, New Hires & Offboarding and ESS.
Ensure the City organization is ready to move forward with go-live and training (if applicable). Data encryption, masking and protection function without undue impact to system performance STAGE 44 Solution Validation
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
U)
Department Heads
End Users
Technical 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 follow-
up on issues A R C C C C
Inputs Solution Validation plan
Completed work product from prior stages (configuration, business process, etc.)
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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March 20, 2024
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Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Solution Validation Report City 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 City 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 City has considered its ability to successfully Go-Live. Issues and concerns will be discussed, and mitigation options documented. Tyler and the City 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.
Process Refinement completed
STAGE 4 Go--Live RReadiness
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
U)
Department Heads
End Users
Technical Leads
Perform Readiness
Assessment I A R C C I C I I I I I I
Conduct Go-Live planning
session A R C C C C C C C
Order peripheral
hardware (if applicable) I A R C 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
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 179
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March 20, 2024
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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 City
Work package assumptions:
None
End User Training
End User Training is a critical part of any successful software implementation. Using a training plan previously reviewed and approved, the Project team will organize and initiate the training activities.
Train the Trainer: Tyler provides one occurrence of each scheduled training or implementation topic. City 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 City specific business process documentation. City-led training labs using City specific business process documentation if created by the City 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 City is prepared for on-going training and support of the application. Post go-live training is scheduled
STAGE 4 End User Training
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
U)
Department Heads
End Users
Technical Leads
Update training plan A R C C I C
End User training (Tyler-
led) A R C C C I C C C
Train-the-trainer A R C C C I C
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 180
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March 20, 2024
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End User training (City-
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 City signoff that training was delivered
Work package assumptions:
The City project team will work with Tyler to jointly develop a training curriculum that identifies the size, makeup, and subject-area of each of the training classes. Tyler will work with the City as much as possible to provide end-user training in a manner that minimizes the impact to the daily operations of City departments. The City 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 including helping to test PII and PHI/HIPPA requirements Update go-live action plan and checklist.
End user training.
Production Readiness stage acceptance criteria:
All stage deliverables accepted based on criteria previously defined. Go-Live planning session conducted.
Go-Live Plan approved by Client
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 City 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 City 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 City and Tyler will complete work assigned to prepare for Go-Live.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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The City 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 City manually enters any data added to the Legacy System after final data extract into the Tyler system.
Tyler staff collaborates with the City during Go-Live activities. The City transitions to Tyler software for day-to day business processing. Tyler will provide support for three payroll parallels. Tyler will not recommend the City goes live until they have executed at least one successful payroll parallel.
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.
City data available in Production environment.
STAGE 5 Go--Live
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
U)
Department Heads
End Users
Technical Leads
Provide final source data
extract, if applicable C C A R Final source data pushed
into production
environment, if
applicable
A C R I C C C
Proof final converted
data, if applicable C C C A R C
Complete Go-Live
activities as defined in
the Go-Live action plan
C C C A R C I C
Provide Go-Live
assistance A R C C I C C I C I C
Inputs Comprehensive Action Plan for Go-Live
Final source data (if applicable)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data is available in production environment City confirms data is available in production environment
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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March 20, 2024
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Work package assumptions:
The City 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 Go- Live live process.
The City business processes required for Go-Live are fully documented and tested. The City Project team and subject matter experts are the primary point of contact for the end users when reporting issues during Go-Live.
The City Project Team and Power User’s provide business process context to the end users during Go- Live.
The Tyler Go-Live support team is available to consult with the City teams as necessary. The Tyler Go-Live support team provides standard functionality responses, which may not be tailored to the local business processes.
Transition to Client Services
This work package signals the conclusion of implementation activities for the Phase or Project with the exception of agreed-upon post Go-Live activities. The Tyler project manager(s) schedules a formal transition of the City onto the Tyler Client Services team, who provides the City with assistance following Go-Live, officially transitioning the City to operations and maintenance.
Objectives:
Ensure no critical issues remain for the project teams to resolve. Confirm proper knowledge transfer to the City teams for key processes and subject areas.
STAGE 5 Transition to Client Services
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
U)
Department Heads
End Users
Technical Leads
Transfer City 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
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 183
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March 20, 2024
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Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Client Services Support Document
Work package assumptions:
No material project issues remain without assignment and plan.
Post Go-Live Activities
Some implementation activities are provided post-production due to the timing of business processes, the requirement of actual production data to complete the activities, or the requirement of the system being used in a live production state.
Objectives:
Schedule activities that are planned for after Go-Live. Ensure issues have been resolved or are planned for resolution before phase or project close.
STAGE 5 Post Go--Live Activities
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
U)
Department Heads
End Users
Technical Leads
Schedule contracted
activities that are
planned for delivery
after go-live
A R C C C C I C C I C C
Determine resolution
plan in preparation for
phase or project close
out
A R C C C I C C I C
Inputs List of post Go-Live activities
Outputs /
Deliverables
Acceptance Criteria [only] for
Deliverables
Updated issues log
Work package assumptions:
System is being used in a live production state.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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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 City transitions to the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Client Services).
Phase Closeout
This work package represents Phase completion and signals the conclusion of implementation activities for the Phase. The Tyler Client Services team will assume ongoing support of the City for systems implemented in the Phase.
Objectives:
Agreement from Tyler and the City teams that activities within this phase are complete.
STAGE 6 Phase Close Out
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
U)
Department Heads
End Users
Technical 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 phase-
dependent Tyler project
resources
A R I I
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 185
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March 20, 2024
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Participants Tyler City
Project Leadership Project Manager
Project Manager Project Sponsor(s)
Implementation Consultants Functional Leads, Power Users, Technical Leads
Technical Consultants (Conversion, Deployment,
Development)
Client Services
Inputs Contract
Statement of Work
Project artifacts
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Final action plan (for outstanding items)
Reconciliation Report
Post Phase Review
Work package assumptions:
Tyler deliverables for the phase have been completed. Tyler will not start the closure process until the City achieves steady-state with each phase. Tyler has provided a fully functional solution to support the city’s business functions. No critical issues remain.
Project Closeout
Completion of this work package signifies final acceptance and formal closing of the Project.
At this time the City 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 City teams for key processes and subject areas has occurred.
Verify all deliverables included in the Agreement are delivered.
STAGE 6 Project Close Out
Tyler City
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 186
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March 20, 2024
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RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
U)
Department Heads
End Users
Technical Leads
Conduct post project
review A R C C C C C C C C C
Deliver post project
report to City 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 City acceptance; Completed report indicating all project Deliverables and milestones have
been completed
Work package assumptions:
All project implementation activities have been completed and approved. No critical project issues remain unresolved
Final project budget has been reconciled and invoiced. All Tyler deliverables have been completed.
Client acceptance obtained
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 City 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
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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March 20, 2024
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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 City 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 City 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 City 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 City to make process changes.
The City is responsible for defining, documenting, and implementing their policies that result from any business process changes.
Organizational Change Management
Unless otherwise contracted by Tyler, City is responsible for managing Organizational Change. Impacted City resources will need consistent coaching and reassurance from their leadership team to embrace and accept the changes being imposed by the move to new software. An important part of change is ensuring that impacted City resources understand the value of the change, and why they are being asked to change.
Resources and Scheduling
City resources will participate in scheduled activities as assigned in the Project Schedule. The City team will complete prerequisites prior to applicable scheduled activities. Failure to do so may affect the schedule.
Tyler and the City 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 City 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.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 188
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March 20, 2024
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The City 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 City will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule.
The City 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 City is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data.
Tyler will work closely with the City representatives to identify business rules before writing the conversion. The City 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 City 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 City Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler.
The City is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.)
Facilities
The City will provide dedicated space for Tyler staff to work with City resources for both on-site and remote sessions. If Phases overlap, City will provide multiple training facilities to allow for independent sessions scheduling without conflict.
The City will provide staff with a location to practice what they have learned without distraction. f
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 189
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March 20, 2024
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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]
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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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).
Remoote 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.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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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 (off- the-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.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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Part 4: Appendices
Conversion
Enterprise ERP Conversion Summary
Accounting COA
Chart of Accounts segments, objects, character codes, project codes (if applicable), organization codes (if applicable), control accounts budget rollups, fund attributes, due to/due from accounts Requires the use of a Tyler provided spreadsheet for design and entry of the data to be converted Accounting - Actuals
Summary account balances
Up to 3 years
Accounting - Budgets
Original budget, budget adjustments, revised budget summaries for accounts Up to 3 years
Accounts Payable Master
Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers Multiple remittance addresses
Year-to-date 1099 amounts
Accounts Payable - Checks
Check header data including vendor, warrant, check number, check date, overall check amount, GL cash account and clearing information
Check detail data including related document and invoice numbers for each check Up to 5 years
Accounts Payable - Invoices
Invoice header data containing general information for the invoice Invoice detail data containing line-specific information for the invoice Up to 5 years
Contracts
Contract header detail with many fields available to convert including fiscal year and period, vendor number, department code, description, enforcement method code, dates for award, approval, entry and expiration, retention information, user-defined type and review codes, status code, user id for entry and approver. Additional fields are also available. A balance forward contract amount is
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Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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converted, if original amount is required there will be an additional charge and contracts, po’s and invoices must be converted together.
Purchase Orders
Open purchase orders header data including vendor, buyer, date, accounting information, etc. Open purchase orders detail data including line-item descriptions, quantities, amounts, etc.
Project Grant Accounting
Segments, account strings and fund string allocation table Requires the use of a Tyler provided (Chart of Accounts) spreadsheet for design and entry of the data to be converted
Project Grant Accounting - Actuals
Summary project ledger string balances. If linking to GL, must be converted at the same time. Up to 3 years
Project Grant Accounting – Budget
Original project ledger budget amounts. If linking to GL, must be converted at the same time. Up to 3 years
Payroll
Payroll Employee Master data including data such as name, address, SSN, legacy employee ID, date of birth, hire date, activity status (such as active/inactive), leave/termination code and date, phone(s), e- address, marital status, gender, race, personnel status (such as full-time, part-time, etc.), highest degree, advice-delivery (print/email/both) and check location, plus primary group, job, location, and account information
Payroll – Certifications
Certification area and certification type codes, certification number and effective date, expiration date, and required-by date, codes for certification level and subjects Payroll – Education
Codes, for institution, type of degree, and area(s) of study Payroll – PM Action History
A variety of Personnel actions, such as job or salary changes and dates these events occurred. Up to 5 years
Payroll – Position Control
Position, description, status, job code, bargaining group, location, number of employees allowed for each, FTE percentage, GL account, and max/min grade and step
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Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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Payroll – Recruiting
Application requisition applicant master data, plus applicant references, certifications, education, skills, tests, work history, and interviews
Payroll – Accrual Balances
Employee Accrual Balances including Vacation, Holiday, and other Leave balances Start of year balance, earned to date, used to date
Payroll – Accumulators
YTD, QTD, MTD amounts for employee pay and deductions Needed for mid-calendar-year go-live
May not be needed if converting earnings/deductions history Up to 5 years
Payroll – Check History
Up to 5 years, additional years must be quoted. We convert amounts for earnings and deductions in employee check history, check number and date.
Payroll – Earning/Deduction Hist.
Up to 5 years, additional years must be quoted. Earning and deduction history broken down my individual codes (earnings and deduction) and amounts per pay period, the detail of these lines, sums the check history in opt 4.
Payroll - Deductions
Employee Deductions - including employee ID, deduction codes, tax information, and direct deposit information
Payroll – State Retirement Tables
Specific state-required data, plus related service years information, when appropriate Needed for some states
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
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Additional Appendices
Intentionally left blank.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 196
Menifee Mayor and City Council
March 20, 2024
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327 of 1058
Menifee, CA
Tyler Technologies, Inc. Page | 49
Project Timeline
ERP Project Timeline
The Project Timeline establishes a target duration for each phase of the project. The timeline needs to account for resource availability, business goals, size and complexity of the project, and task duration requirements. These will be reviewed and adjusted, if needed, during the Initiate and Plan Stage. Refer to the Project Stages section of this SOW for information on work packages associated with each stage of the implementation. Durations may be revised when the Agreement is signed and further refined during the project.
Eden to Enterprise ERP project start dates are dependent on wave availability. Waves are a common implementation start month for a group of Eden clients. Each wave has a designated number of slots available for clients to sign up – once those slots are full you must choose an alternate wave with availability.
A signed agreement is required to reserve a spot in a specific wave.
Phase Functional Areas Software Modules Duration
1 Enterprise ERP Financials
(powered by Munis)
x Accounting
x Accounts Payable
x Budgeting
x Capital Assets
x Cash Management
x Contract Management
x eProcurement
x Project & Grant Accounting
x Purchasing
x Accounts Receivable
x Cashiering
x General Billing
x Resident Access
x Inventory
x ACFR Statement Builder
12 months
1 Enterprise ERP Productivity x Enterprise Forms Processing x Content Manager Core
x Enterprise Analytics and Reporting w
Executive Insights
x Open Finance
Included in Phase 1
2 Enterprise ERP Human Capital Management
(powered by Munis)
x Payroll with Employee Access
x Human Resources & Talent
Management
x Time & Attendance – Up to 250
Employees
x Time & Attendance Mobile Access
12 months
Intentionally left blank.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 197
Menifee Mayor and City Council
March 20, 2024
Page
328 of 1058
Exhibit F
1 Exhibit F
Data & Insights SaaS Services Terms of Service
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 198
Menifee Mayor and City Council
March 20, 2024
Page
329 of 1058
Exhibit F
2 Data & Insights SaaS Services Terms of Service
Last Updated: April 4, 2022
This Data & Insights SaaS Services Terms of Services governs your use of the following solutions:
Assessment Connect
Open Assessment
Enterprise Permitting & Licensing Business Management Feeds Enterprise Permitting & Licensing Community Development Feeds Data & Insights-
Enterprise Permitting & Licensing Executive Insights (Comm Dev) Data & Insights Citizen Connect
Economic Intelligence
Enterprise ERP Analytics & Reporting w Executive Insights Data & Insights Capital Project Explorer
Data & Insights Citizen Connect
Data & Insights Open Data
Data & Insights Open Finance
Economic Intelligence
Executive Insights, ERP
Court Insights
eFile Insights
Probation/Pre-Trial Insights
Open Finance
Executive Insights (Future)
Economic Intelligence
Law Enforcement Explorer
Citizen Connect
Law Enforcement Analytics
Performance Dashboards
WHEREAS, Tyler has designed, developed, purchased or configured certain computer software systems which Tyler has designated as Data & Insights SaaS Services and has used such software in support of commercial and government programs; and
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 199
Menifee Mayor and City Council
March 20, 2024
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Exhibit F
3 WHEREAS, Client desires to acquire from Tyler and Tyler wishes to grant to Client a non-exclusive license to use the Data & Insights SaaS Services as further defined, permitted, conditioned, and restricted below.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and in consideration of covenants and obligations hereinafter set forth, the Parties agree to be bound by the terms and conditions as follows:
These Data & Insights SaaS Services Terms of Service govern the use and license rights associated with the Data & Insights SaaS Services. The parties are referred to herein individually as Party or collectively as Parties. Capitalized terms used in these Data & Insights SaaS Services Terms of Service but not defined herein are defined in the Base Agreement or other agreement with us governing your use of the Tyler software and services.
SECTION A – DEFINITIONS
x “Base Agreement” means the agreement executed by you and Tyler to which you are adding Data & Insights SaaS Services through signature upon an Order Form. For the avoidance of doubt, a Base Agreement is not an agreement signed by an entity Tyler acquired. x “API” means application-programming interface.
x “Client Data” means data, datasets, files, information, content and links uploaded or provided by Client through the use of the Data & Insights SaaS Services but excluding Third-Party Services. x “Confidential Information” means 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. x “Dataset” means physical collection of information, typically modeled as a table of rows and columns of data.
x “Data Storage” means the contracted amount of storage capacity for your Client Data. x “Effective Date” means the date subscription start date identified in the Order Form or Purchase Order.
x “External API Calls” means any request made by a user that is not logged in against a SaaS Service.
x “Monthly Active Users” or “Users” used interchangeably, means a user that is logged in and accesses the Data & Insights SaaS Services.
x “Order Form” or “Purchase Order” means an ordering document, referencing or including a Quote or Investment Summary, specifying the Data & Insights SaaS Services and any Professional Services to be provided hereunder that is entered into between Client and Tyler, including any addenda and supplements thereto.
x "Quote" or “Investment Summary” means an estimate provided by Tyler for the SaaS Services or Professional Servicesr.
x “Data & Insights SaaS Services”
means the Data & Insights off the shelf, cloud-based software service and related services, including support services, as specified under this Data & Insights SaaS Services Terms of Service. Data & Insights 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.
x “Data & Insights Agreement” means this Data & Insights SaaS Services Terms of Service and any
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 200
Menifee Mayor and City Council
March 20, 2024
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331 of 1058
Exhibit F
4 special conditions agreed to by the Parties and included in the Order Form. x “Third-Party Data” means an aggregated dataset solution by a third-party data provider and shall be treated as Confidential Information.
x “Third-Party Data Purpose” means to use the Third-Party Data alone or in conjunction with other intelligence, data, or logic for internal modeling, targeting, measurement, and internal reporting solely for the benefit of the Client.
x “Third-Party Services” means if any, third-party web-based services, content, or platforms, including but not limited to third party stock photos and third-party map location services, which are available at no additional charge to you through the Data & Insights SaaS Services. x “Updates” means any enhancements, additions, new releases, bug fixes, patches, modifications or other error corrections of or to the SaaS Software or Third-Party Data licensed to Client that Tyler generally makes available free of charge to licensees of the solutions. x “we”, “us”, “our” and similar terms mean Tyler.
x “you” and similar terms mean Client.
SECTION B – DATA & INSIGHTS SAAS SERVICES
1. Rights Granted. As of the Effective Date, Tyler grants to Client the non-exclusive, non-assignable limited right to use the SaaS Services on a subscription basis according to the terms of the Base Agreement and this Data & Insights Agreement. The SaaS Services will be made available to Client according to the terms of the applicable Service Level Agreement. Client may use the SaaS Services to access Updates and enhancements to the SaaS Services, as described in herein. Unless otherwise terminated, Client’s right to access or use the SaaS Services will terminate at the end of the subscription period defined in the Order Form or Base Agreement, as applicable.
2. SaaS Fees and Usage Limits. Client agrees to pay the fees identified in the Order Form in accordance with Tyler’s Invoicing and Payment Policy. Client acknowledges that continued access to the Data & Insights SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue your access to the Data & Insights SaaS Services. We may also terminate this Data & Insights Agreement if you don’t cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. During the subscription period, Tyler reserves the right to exercise the usage limits set forth in the Order Form. If Client exceeds the contractual usage limits, Tyler may work with Client to seek to reduce Client’s usage so that it conforms to that limit. If Client is unable or unwilling to abide by a contractual usage limit, or if Client wishes to increase usage limits, it will require a written contract amendment, modification, or Client will execute an Order Form for increased usage limits.
3. Ownership and Reservation of Rights.
a. This Data & Insights Agreement does not provide Client with title or ownership of the Data & Insights SaaS Services, or Third-Party Data, but only a right of limited use as further delineated herein. The SaaS Services, other services, workflow processes, user interface, designs, and other technologies provided by Tyler pursuant to this Data & Insights Agreement are the proprietary property of Tyler and its licensors. All right, title and interest in and to such items, including all associated intellectual property rights, remain only with Tyler. Tyler reserves all rights unless otherwise expressly granted in this Data & Insights Agreement. Client may not remove or modify any proprietary marking or restrictive legends from items or services provided under this Agreement. Third-Party Data vendors also retain ownership, title and all rights and interest, including, without limitation, Intellectual Property Rights in and to their own respective
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 201
Menifee Mayor and City Council
March 20, 2024
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Exhibit F
5 software, data, and documentation.
b. When Client uploads or provides Client Data through the use of the Data & Insights SaaS Services, Client grants to Tyler a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license during the subscription period to use, reproduce, publicly display, distribute, modify, create derivative works of, index, and translate the Client Data as needed in response to, and as directed by, a User’s use of the Data & Insights SaaS Services and as needed for the compliance of this Data & Insights Agreement and for the purpose of providing analytics to a User.
c. Tyler may access and develop derivative data assets and insights based on combined, aggregated, anonymized views of Client Data, that Client has not made publicly available, for the purposes of providing new features and functionality, and performing aggregated statistical analysis by providing benchmarks and models.
d. Client retains all ownership and intellectual property rights to the Client Data. Client expressly recognizes that except to the extent necessary to carry out our obligations contained in this Data & Insights Agreement, Tyler does not create or endorse any data used in connection with the Data & Insights SaaS Services.
e. If Client provides feedback, information, and/or or suggestions about the Data & Insights SaaS Services, or any other services provided hereunder, then Tyler (and those it allows to use its technology) may use such feedback, information, and/or suggestions under a royalty-free, paid- up, and irrevocable license without obligation to Client.
4. Restrictions.
a. You may not: (a) except as explicitly provided for herein, make the Data & Insights SaaS Services or Documentation resulting from the Data & Insights 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 Data & Insights SaaS Services; (c) access or use the Data & Insights SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; (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 Data & Insights SaaS Services or Documentation available to any third party other than as expressly permitted by this Data & Insights Agreement; (e) use the Data & Insights SaaS Services to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third party rights; (f) interfere with or disrupt the integrity or performance of the Data & Insights SaaS Services (including without limitation, vulnerability scanning, penetration testing or other manual or automated simulations of adversarial actions, without Tyler’s prior written consent); or (g) attempt to gain unauthorized access to the Data & Insights SaaS Services or its related systems or networks.
b. Client acknowledges and understands that the Data & Insights SaaS Services are not designed to serve as the system of record and shall not be used in a manner where the interruption of the Data & Insights SaaS Services could cause personal injury (including death) or property damage.
The Data & Insights SaaS Services are not designed to process or store data protected under the Family Education Rights and Privacy Act (“FERPA”), data from Criminal Justice Information Services (“CJIS”), or other sensitive data, and by using the Data & Insights SaaS Services, Client acknowledges and agrees that Client is using the Data & Insights SaaS Services at Client’s own risk and that Client is solely responsible for use of data with the Data & Insights SaaS Services in any manner that is contrary to the uses for which the Data & Insights SaaS Services are designed
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 202
Menifee Mayor and City Council
March 20, 2024
Page
333 of 1058
Exhibit F
6 and offered for use in this Agreement. If Client intends to use the Data & Insights SaaS Services to store or transmit Protected Health Information (PHI), then the Parties will scope the additional usage and it will require a written contract amendment and will include a mutually agreeable Business Associate Agreement.
c. Although we have no obligation to screen, edit or monitor the Client Data or Public User content posted on Data & Insights SaaS Services, if, in our reasonable judgment, we discover your use of the Data & Insights SaaS Services threatens the security, integrity, stability, or availability of the Data & Insights SaaS Services, or is otherwise in violation of this Data & Insights Agreement, we may temporarily suspend the Data & Insights SaaS Services, or User access thereto. Unless Client has conducted penetration testing or unscheduled performance testing, Tyler will use commercially reasonable efforts to provide Client with notice and an opportunity to remedy such violation or threat prior to such suspension. Any penetration testing or unscheduled performance testing conducted by Client will result in immediate suspension of the Data & Insights SaaS Services.
5. Access and Usage by Internal Client Users and Contractors. You may allow your internal users and third party contractors to access the Data & Insights SaaS Services and any technical or policy controls, in compliance with the terms of this Data & Insights Agreement, which access must be for your sole benefit. You are responsible for the compliance with this Data & Insights Agreement by your internal users and contractors.
6. Your Responsibilities. Client (a) must keep its passwords secure and confidential; (b) is solely responsible for all activity occurring under its account; (c) must use commercially reasonable efforts to prevent unauthorized access to its account and notify Tyler promptly of any such unauthorized access; (d) may use the Data & Insights SaaS Services only in accordance with the Documentation; and (e) shall comply with all federal, state and local laws, regulations and policies of Client, as to its use of the Data & Insights SaaS Services, Client Data, and instructions to Tyler regarding the same.
7. Client Data Backup. The data on the Data & Insights Platform is a copy of Client Data. Any laws and regulations governing Client for retention of Client Data remains Client’s responsibility. CLIENT IS SOLELY RESPONSIBLE FOR BACKING UP CLIENT DATA unless otherwise specially agreed in writing between Tyler and Client in the Tyler hosting Agreement.
8. Return of Client Data. Upon request, Tyler will make the Data & Insights SaaS Services available to Client to export Client Data for a period of sixty (60) days following the termination of this Data & Insights Agreement. After such sixty (60) day period has expired, we have no obligation to maintain Client Data and may destroy the Client Data.
9. Data Security Measures. In order to protect your Confidential Information, we will: (a) implement and maintain all reasonable security measures appropriate to the nature of the Confidential Information including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such Confidential Information; (b) implement and maintain industry standard systems and procedures for detecting, mitigating, and responding to attacks, intrusions, or other systems failures and regularly test or otherwise monitor the effectiveness of the safeguards' key controls, systems, and procedures; (c) designate an employee or employees to coordinate implementation and maintenance of its Security Measures (as defined below); and (d) identify reasonably foreseeable internal and external risks to the security, availability, confidentiality, and integrity of Confidential Information that could result in
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 203
Menifee Mayor and City Council
March 20, 2024
Page
334 of 1058
Exhibit F
7 the unauthorized disclosure, misuse, alteration, destruction or other compromise of such information, and assess the sufficiency of any safeguards in place to control these risks (collectively, Security Measures). Client acknowledges and agrees that Tyler’s obligations with respect to Security Measures is subject to Client Restrictions herein.
10. Notice of Data Breach. If Tyler knows that Confidential Information has been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this Data & Insights Agreement, we will alert Client of any such data breach in accordance with applicable law, and take such actions as may be necessary to preserve forensic evidence and return the Data & Insights SaaS Services to standard operability. If so required, Tyler will provide notice in accordance with applicable federal or State data breach notification laws.
11. Confidentiality. In the absence of a corresponding provision in the Base Agreement, the following provision shall apply:
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 Data & Insights 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 Data & Insights 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 Data & Insights 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.
SECTION C – WARRANTY
1. SaaS Services Warranty. Tyler warrants to Client that the functionality or features of the Data & Insights SaaS Services will substantially perform as communicated to Client in writing, or their functional equivalent, but Tyler has the right to update functionality. The support policies may change but will not materially degrade during the term. Tyler may deprecate features upon at least 30 days’ notice to Client, but Tyler will use commercially reasonable efforts to support the previous features for at least 6 months following the deprecation notice. The deprecation notice will be posted at https://support.socrata.com.
SECTION D – THIRD-PARTY SERVICES
1. Third -Party Services. Client may be provided with access and usage of Third-Party Services through use of the Data & Insights SaaS Services. Client may use the Third-Party Services at Client’s election, but Client must agree to such Third-Party Service contracts if Client chooses to use those Third-Party Services. Third-Party Services will be solely governed by such Third-Party Service contracts and use may include separate fees and charges.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 204
Menifee Mayor and City Council
March 20, 2024
Page
335 of 1058
Exhibit F
8 2. Disclaimer. You acknowledge that we are not the provider of any Third-Party Services. We do not warrant or guarantee the performance of the Third-Party Services.
SECTION F – TERM
1. Term. Unless the Data & Insights SaaS Services are acquired through a Base Agreement with a defined term for SaaS Services (in which case that term shall apply), the initial term of the Data & Insights Agreement is forth in the Order Form. Unless expressly indicated otherwise in the Order Form, this Data & Insights Agreement and the subscription to the Data & Insights SaaS Services will renew automatically for additional one (1) year renewal terms 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 Data & Insights SaaS Services or Third-Party Data will terminate at the end of this Data & Insights Agreement.
SECTION G –LIMITATION OF LIABILITY
1. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS DATA & INSIGHTS
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, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. WHILE TYLER
TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE
DATA & INSIGHTS SAAS SERVICES, TYLER DOES NOT GUARANTEE THAT THE DATA & INSIGHTS SAAS SERVICES CANNOT BE COMPROMISED. YOU UNDERSTAND THAT THE DATA & INSIGHTS SAAS SERVICES MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
2. LIMITATION OF LIABILITY. Unless the Data & Insights SaaS Services are acquired through a Base Agreement with a Limitation of Liability clause (in which case that term shall apply), OUR LIABILITY
FOR DAMAGES ARISING OUT OF THIS DATA & INSIGHTS AGREEMENT, WHETHER BASED ON A
THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE
LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED THE THEN-CURRENT ANNUAL DATA & INSIGHTS SAAS FEES PAYABLE BY YOU. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE
PRICES SET FORTH IN THIS DATA & INSIGHTS 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 THE INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT.
3. 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.
SECTION H –Additional Terms and Conditions for Data & Insights SaaS Services with Open Data functionality
1. Tyler may make certain other Tyler Applications available to Client. The use of Open Assessment, Data & Insights Citizen Connect, Data & Insights Capital Project Explorer, Sorata Citizen Connect,
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 205
Menifee Mayor and City Council
March 20, 2024
Page
336 of 1058
Exhibit F
9 Data & Insights Open Data, Data & Insights Open Finance, Open Finance, and/or X-Connect Applications, either alone or in connection with the Data & Insights SaaS Services, is governed by this Data & Insights Agreement and the Agreement. Client must also comply with the following terms and conditions when using the above named Applications.
2. The Data & Insights SaaS Services may provide you with functionality to make all or part of Client Data available to the general public through one or more public facing websites. If the functionality is provided, then Client determines which Client Data is shared publicly, and Client is solely responsible for determining the online terms of use and licenses relative to the use by public users (“Public User”) of Client Data, and the enforcement thereof. Client is responsible to ensure all Users comply with the terms and conditions of this Amendment. Once an internal user makes Client Data publicly available using the Data & Insights SaaS Services, Tyler has no control over a Public User’s use, distribution, or misuse of Client Data. Tyler has no liability or obligation to indemnify for such usage. If the Data & Insights SaaS Services provide you with this functionality, then Users have the ability within the Data & Insights SaaS Services to remove the public permissions applied to Client Data.
3. Tyler reserves the right to develop derivative data assets based on Client Data that exists in the public domain. Tyler may use, index, disclose, commercialize, and transfer the derivative data assets for any lawful purpose, including but not limited to: aggregating and summarizing data; normalizing, standardizing and concatenating data to create new regional or national data assets; and developing key performance indicators and benchmarks.
4. APIs. The Data & Insights SaaS Services may provide access to the applicable application- programming interface (“API”) as part of the Data & Insights SaaS Services under the terms of this Data & Insights Agreement. Subject to the other terms of this Data & Insights Agreement and if the Data & Insights SaaS Services provides access to the APIs, Tyler grants Client a non-exclusive, nontransferable, terminable license to interact only with the SaaS Services as allowed by the current APIs.
a. Client may not use the APIs in a manner--as reasonably determined by Tyler--that exceeds the purposes defined in the Amendment Investment Summary, constitutes excessive or abusive usage, or fails to comply with any part of the APIs. If any of these occur, Tyler can suspend or terminate Client’s access to the APIs on a temporary or permanent basis. b. Tyler may change or remove existing endpoints or fields in API results upon at least 30 days’ notice to Client, but Tyler will use commercially reasonable efforts to support the previous version of the APIs for at least 6 months from deprecation notice. Tyler may add new endpoints or fields in API results without prior notice to Client. c. The APIs may be used to connect the SaaS Services to certain hosted or on premise software applications not provided by Tyler (“Non-Tyler Applications”). Client is solely responsible for development, license, access to and support of Non-Tyler Applications, and Client’s obligations under this Data & Insights Agreement are not contingent on access to or availability of any Non-Tyler Application.
d. Any open source code provided is provided as a convenience to you. Such open source code is provided AS IS and is governed by the applicable open source license that applies to such code; provided, however, that any such open source licenses will not materially interfere or prohibit Client’s limited right to use the SaaS Services for its internal business purposes.
SECTION I –Additional Terms and Conditions for Third-Party Data Vendor Solutions/Applications
1. Tyler may make certain Third-Party Data Vendor Applications available to Client. The use of Tyler Recovery Insights, Economic Intelligence, Small Business Revenue Metrics, Mobility Metrics, Consumer Spending Metrics, and/or Small Business Revenue Metrics either alone or in
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 206
Menifee Mayor and City Council
March 20, 2024
Page
337 of 1058
Exhibit F
10 connection with the Data & Insights SaaS Services is governed by this Data & Insights Agreement and the Agreement. Client must also comply with the following terms and conditions when using the above mentioned Applications.
2. License Grant for Third-Party Data. Any use of Third-Party Data shall be limited to the Third- Party Data Purpose. Third-Party Data vendors also retain ownership, title and all rights and interest, including, without limitation, Intellectual Property Rights in and to their own respective software, data, and documentation.
3. Restrictions for Third-Party Data.
a. Client shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Third-Party Data, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Third-Party Data; (iii) re-identify, reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Third-Party Data, in whole or in part; (iv) remove any proprietary notices from the Third-Party Data; (v) use the Third- Party Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable Law; or (vi) make Third-Party Data available to for use or access to anyone other than Client.
b. Client shall not publicly publish the dashboards that contain the Third-Party Data, but Client may publicly publish visualizations from the aggregate summary data. c. Client shall not remove any copyright or other proprietary notice or legend contained or included in Third-Party Data.
d. Client expressly permits Tyler to share with the Third-Party Data providers Client’s name, subscription term dates, applicable costs and fees for the Third-Party Data SKU(s) that Client subscribes to.
e. Upon termination of the Agreement, or of a subscription that contains Third-Party Data, Client shall remove and destroy all copies of Third-Party Data. f. If any Third-Party Data is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing the Agreement; Client will give Tyler prompt notice and otherwise perform the functions required by applicable law.
g. Client shall not use the Third-Party Data to attempt to identify behavior of a known individual for any reason.
h. Client acknowledges and agrees that if the Third-Party Data includes SafeGraph data, up to .05% of the data will be salted data or seeds used to fingerprint the data provided to Client.
4. Updates. Tyler may in its sole discretion provide Updates to the Third-Party Data or replace with functionally equivalent.
5. Third-Party Data Warranty. TYLER DOES NOT WARRANT THE CORRECTNESS,
COMPLETENESS, OR CURRENTNESS OF THE THIRD-PARTY DATA OR THAT
THE FUNCTIONS PERFORMED BY THE THIRD-PARTY DATA WILL MEET CLIENT’S REQUIREMENTS, THAT THE THIRD-PARTY DATA WILL BE ERROR FREE, OR THAT ALL THIRD-PARTY DATA DEFECTS ARE CORRECTABLE. THE
FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, THE THIRD-PARTY DATA IS PROVIDED “AS IS”.
Item Title: 10.9
Agreement
Amendment
with
Tyler
Technologies,
Inc.
for
the
Enterprise
Resource
Planning
Financial
Management
Software Solution
Item Page Number: 207
Menifee Mayor and City Council
March 20, 2024
Page
338 of 1058
CITY OF MENIFEE
SUBJECT: Agreement Amendment with Axon Enterprise, Inc. for the Purchase of Police Department Tasers
MEETING DATE: March 20, 2024
TO: Mayor and City Council
PREPARED BY: Christine Booker, Budgets & Grants Analyst REVIEWED BY: Chris Karrer, Police Chief
APPROVED BY: Armando G. Villa, City Manager
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RECOMMENDED ACTION
1. Approve and authorize the City Manager to execute Amendment No. 5 with Axon Enterprise, Inc. for the purchase of five taser sets and other required equipment and services for Police Department staff in the not-to-exceed amount of $6,641.34 including tax; and
2. Exempt the purchase from competitive bidding as it will be made under the Cooperative Purchasing Agreement (“Piggyback”) with National Purchasing Partners Government, Contract No. PS20270; and
3. Authorize the City Manager to execute the required documents and the Finance Department to issue a corresponding Purchase Order (PO) for the purchase.
DISCUSSION
As the City of Menifee grows, Menifee Police Department strives to utilize technology to create a safe environment for the public. Amendment No. 5 to the existing master services agreement with Axon Enterprises includes the purchase of five new tasers bundles to fill the need created by the hiring of additional staff, and to replace broken equipment. All other terms of the agreement shall remain the same.
The original Axon Agreement was established in June of 2020; Amendment No. 1 was completed in August of 2020; Amendment No. 2 was signed in October of 2021; Amendment No. 3 was approved in August of 2022; and Amendment No. 4 was completed in July of 2023. The amendments encompass a wide variety of changes including integration of additional body worn cameras, tasers, and license bundles to account for the staff increases as needed.
Under Menifee Municipal Code Chapter 3.12.090, any change order in an amount greater Item Title: 10.10
Agreement Amendment with Axon Enterprise, Inc. for the Purchase of Police Department Tasers Item Page Number: 1
Menifee Mayor and City Council
March 20, 2024
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339 of 1058
City of Menifee Staff Report
Agreement Amendment No.5 - Axon Enterprise, Inc.
March 20, 2024