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SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler’s proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows:
SECTION A – DEFINITIONS
• “Agreement” means this Software as a Service Agreement. • “Business Travel Policy” means our business travel policy. Our current Business Travel Policy is available here: https://www.tylertech.com/portals/0/terms/Tyler-Business-Travel-Policy.pdf. • “Client” means the party indicated on the signature block or, in the absence of a signature block, the Investment Summary.
• “Data” means your data necessary to use the Tyler Software. • “Data Storage Capacity” means the contracted amount of storage capacity for your Data, if any, identified in the Investment Summary.
• “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you (or the Documentation in the absence of a written proposal), or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation.
• “Defined Users” means the number of users, if any, that are identified in the Investment Summary. If Exhibit A contains Enterprise Permitting & Licensing labeled software, defined users mean the maximum number of named users that are authorized to use the Enterprise Permitting & Licensing labeled modules as indicated in the Investment Summary. • “Developer” means a third party who owns the intellectual property rights to a Third-Party Product.
• “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement. Notwithstanding the foregoing, if these terms are linked from an Order Form, the Effective Date is the date your authorized representative signed the Order Form. • “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us.
Attachment 2
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• “Investment Summary” means the agreed upon cost proposal for the products and services attached as Exhibit A.
• “Order Form” means an ordering document that includes a quote or investment summary and specifies the items to be provided by Tyler to Client, including any addenda and supplements thereto.
• “Professional Services” means those services provided by Tyler or a third party related to the scope of this Agreement and identified in the Investment Summary. • “SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary. • “SaaS Services” means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting, or other professional services. • “SLA” means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C.
• “Statement of Work” means the industry standard implementation plan describing how our professional services will be provided to implement the Tyler Software and outlining your and our roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit E.
• “Support Call Process” means the support call process applicable to all our customers who have a right to use the Tyler Software. Our current Support Call Process is available here:
https://www.tylertech.com/portals/0/terms/Tyler-Support-Call-Process.pdf. • “Third-Party Hardware” means the third-party hardware, if any, identified in the Investment Summary.
• “Third-Party Products” means the Third-Party Software and Third-Party Hardware. • “Third-Party SaaS Services” means software as a service provided by a third party, if any, identified in the Investment Summary.
• “Third-Party Services” means the third-party services, if any, identified in the Investment Summary.
• “Third-Party Software” means the third-party software, if any, identified in the Investment Summary or included with the Tyler Software.
• “Third-Party Terms” means the end user license agreement(s) or other terms, if any, for the Third-Party Products or other parties’ products or services, as applicable, and attached or indicated at Exhibit D.
• “Tyler” means Tyler Technologies, Inc., a Delaware corporation. • “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.
• “we,” “us,” “our” and similar terms mean Tyler.
• “you” and similar terms mean Client.
SECTION B – SAAS SERVICES
1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your governmental purposes, subject to any limits for Defined Users or Data 3 4897-0744-4347 v1
Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in this Agreement. 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). You acknowledge that we have no obligation to ship copies of the Tyler Software as part of the SaaS Services. Your right to use the SaaS Services applies to releases provided as part of our Maintenance and Support Services as further detailed in this Agreement.
2. Ownership/Warranty.
2.1.We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
2.2.The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only.
2.3.We represent and warrant that we own or have the right to provide the SaaS Services, the Tyler Software, the Documentation and other services provided under this Agreement to you and that doing so will not breach any of our contractual obligations or infringe on the intellectual property rights of any third party. In the event of a breach of this warranty, Tyler’s intellectual property infringement obligations, set forth in Section F1 shall apply.
3. Data.
3.1. You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to fulfill our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services.
3.2. You expressly grant to us a limited, non-exclusive license to access, copy, transmit, download, display, and reproduce your Data to provide services pursuant to this Agreement. Additionally, you agree that Tyler may use deidentified Data for Client or third-party demonstrative or training purposes.
3.3.Our access to and use of your Data necessary to use the Tyler Software or SaaS Services will comply with applicable provisions of our Privacy Statement (available at https://www.tylertech.com/privacy) and applicable law.
3.4.Data Breach Notification. Tyler will provide notice of a breach of Client Data in accordance with applicable state and federal data breach notification laws.
4. Restrictions.
4.1.You may not:
4.1.1. make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations;
4.1.2. modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services;
4.1.3. access or use the SaaS Services to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or
4.1.4. license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement.
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4.1.5. Notwithstanding anything to the contrary in this Section 4.1, you may disclose, with our written consent, not to be unreasonably withheld, the Tyler Software, SaaS Services, or Documentation to a third party you consult with regarding the implementation or use of the Tyler Software and SaaS Services. You must ensure that any such third-party’s use is subject to the terms of this Agreement, and you acknowledge and agree that you are liable for any breach of the terms of this Agreement by such third party.
5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with our then-current Support Call Process.
6. SaaS Services.
6.1.Audit & Compliance. Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 21. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or their equivalent, for so long as you are timely paying for SaaS Services. The foregoing notwithstanding, you acknowledge that the scope of audit coverage varies depending on the specific Tyler Software solution. We will provide you with a summary of our current compliance report(s) or its equivalent, upon your request. For the avoidance of doubt, if our SaaS Services are provided using a third-party data center, the compliance report may be for that third-party provider and be subject to confidential treatment in accordance with applicable law. If you want us to provide our compliance reports to a thirdparty auditor or similar entity, we reserve the right to require execution of an NDA by that third party.
6.2.Service Levels. The Tyler Software will be made available to you according to the terms of the SLA. Tyler SaaS Services will be provided via a third-party data center. Your Data will be inaccessible to our other customers.
6.3.Business Continuity. Data centers used to deliver SaaS Services for this Agreement have redundant telecommunications access, electrical power, and the required hardware to provide access to the SaaS Services in the event of a disaster or component failure. We test our disaster recovery plan on an annual basis. The plan is not client specific and is detailed in Tyler’s System & Organization Control reports or their equivalent. In the event of a data center failure, we reserve the right to employ our disaster recovery plan for resumption of the SaaS Services. In that event, we commit to a Recovery Point Objective (“RPO”) of 24 hours and a Recovery Time Objective (“RTO”) of 24 hours. RPO represents the maximum duration of time between the most recent recoverable copy of your hosted Data and subsequent data center failure. RTO represents the maximum duration of time following data center failure within which your access to the Tyler Software must be restored. If we employ our disaster recovery plan, we will be responsible for restoring your Data and ensuring that the SaaS Services are online, and you will be responsible for validating your Data and confirming the functioning of the SaaS Services, including any integrations.
6.4.Security Measures. We provide secure Data transmission paths between your devices and the data center used to provide SaaS Services to you. Data centers used to provide SaaS Services are accessible only by authorized personnel with a unique key entry or comparable security. 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 5 4897-0744-4347 v1
to monitor malicious activity in the network and to log and block any such activity. 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 vulnerability and penetration test scanning of our network and systems (hosted or otherwise) are prohibited. Where applicable with respect to our applications that take or process card payment data, we comply with applicable requirements of PCI DSS. We agree to supply the then-current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/aboutus/compliance and, in the event of any change in our status, we will comply with applicable notice requirements.
SECTION C – PROFESSIONAL SERVICES
1. Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary and if applicable, described in the Statement of Work.
2. Professional Services Fees. You agree to pay us the services fees in the amounts set forth in the Investment Summary. You acknowledge that the fees stated in the Investment Summary, unless expressly stated otherwise, are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable rate by the quoted units.
3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote.
4. Cancellation. If you cancel services less than four (4) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (i) daily fees associated with cancelled professional services if we are unable to reassign our personnel and (ii) any non-refundable travel expenses already incurred by us on your behalf. We will make all reasonable efforts to reassign personnel in the event you cancel within four (4) weeks of scheduled commitments.
5. Services Warranty. We will perform services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you.
6. Site Access and Requirements. At no cost to us, you agree to provide us with reasonable 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. All of our employees undergo criminal background checks prior to hire. All 6 4897-0744-4347 v1
employees sign our confidentiality agreement and security policies.
8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You certify that you will use reasonable efforts to cooperate with us and make your resources available for the performance of the Agreement in accordance with its terms and the mutually agreed project schedule. Additionally, you agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to support the efficient execution of the activities required for this Agreement. Accordingly, you will provide notice of any known inability to timely meet a project commitment so that appropriate project adjustments can be made. We will not be liable for failure to meet any project deadlines or milestones when such failure is due to Force Majeure or to the failure by you to comply with the requirements of this paragraph.
9. Maintenance and Support Services.
9.1.For the duration of this Agreement, consistent with the terms set forth in our then-current Support Call Process, we will:
9.1.1. perform our maintenance and support obligations in a professional and workmanlike manner, consistent with industry standards, to provide support and resolve Defects in the Tyler Software (subject to any applicable release life cycle policy);
9.1.2. provide telephone support during our established support hours as indicated in our then-current Support Call Process;
9.1.3. 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;
9.1.4. provide releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers with a current SaaS Agreement.
9.2.Your use of Tyler Software or SaaS Services requires that you remain current with supported releases of Tyler Software as indicated in any applicable release lifecycle policy. Our warranty and support commitments are contingent upon you using a supported version of the Tyler Software. Tyler may require you to update to a current version of the Tyler Software to address a critical issue (for example, to address an identified security vulnerability in the Tyler Software or a third-party component). Tyler will use commercially reasonable efforts to (i) minimize the number of such instances and (ii) provide as much advance notice as possible.
9.3.We will use all reasonable efforts to perform support services remotely. We reserve the right to use secure third-party connectivity tools to deliver maintenance and support services. We also reserve the right to collect Tyler Software or SaaS Services telemetry for product evaluation, quality assurance, and security monitoring and enhancement purposes. You agree to reasonably cooperate with us in providing access to your environments and Data for the purposes of providing maintenance and support services and acknowledge that our warranty, support, and service level obligations under this Agreement are contingent upon receiving reasonable access to your Data and systems.
9.4. For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support; (b) application design; (c) other consulting services; or (d) telephone support outside our normal business hours as listed in our then-current Support Call Process. 7 4897-0744-4347 v1
SECTION D – THIRD-PARTY PRODUCTS
1. Third-Party Hardware. We will sell and deliver any Third-Party Hardware set forth in the Investment Summary for the price indicated therein. Unless otherwise indicated, installation of Third-Party Hardware will be performed by Tyler or identified third party installers.
2. Third-Party Software. Your rights under this Agreement may include rights to certain Third-Party Software. We certify that we have acquired the right to provide the Third-Party Software to you.
Your rights to the Third-Party Software will be governed by the Third-Party Terms and, in the absence of such terms, this Agreement.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer or its authorized reseller to sell or grant access, as applicable, to the Third-Party Products.
3.2 Unless otherwise expressly indicated, Third-Party Hardware will be new and unused. You will receive free and clear title to the Third-Party Hardware you purchase upon your payment in full of the purchase price.
3.3 You acknowledge that we are not the manufacturer of 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 independently of Tyler by such third party at the rates set forth in the Investment Summary and in accordance with Exhibit B.
SECTION E – TERM AND TERMINATION
1. Term. The initial term of this Agreement is equal to five (5) year for SaaS Services in Exhibit A. The initial term commences on the first day of the first month following the Effective Date. Upon expiration of the initial term, this Agreement will renew automatically for two (2) additional one (1) year terms (year six (6) and year seven (7)), at a rate of a three (3%) increase over the previous year fees. Additional one (1) year renewal terms, commencing with year eight (8), will be at our thencurrent SaaS Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then-current renewal term. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement.
2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination.
Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section G(2).
2.1.Failure to Pay Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of fees. We may terminate this Agreement if you do not cure a failure to pay within sixty (60) days of our notice to you that you have overdue payments. 8 4897-0744-4347 v1
2.2.For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section G(2). You may terminate this Agreement for cause after following the procedures set forth in Section G(2).
2.3.Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more.
2.4. Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience.
SECTION F – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1. We will defend you against any third-party claim(s) that the Tyler Software or Documentation infringes that third-party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.
1.2.Our obligations under this Section F(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.
1.3.If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either:
1.3.1. procure the right to continue its use;
1.3.2. modify it to make it non-infringing; or
1.3.3. replace it with a functional equivalent.
We may elect to employ these remedies in advance of litigation if we receive information concerning an infringement or misappropriation claim.
1.4.This section provides your exclusive remedy for third-party copyright, patent, or trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1.We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (i) personal injury, death, or damage to tangible property, all to the extent caused by our negligence or willful misconduct; or (ii) our violation of law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.
2.2.To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (i) personal injury, death, or damage to tangible property, all to the extent caused by your 9 4897-0744-4347 v1
negligence or willful misconduct; or (ii) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.
4. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED
ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (i) DURING THE INITIAL TERM, AS SET FORTH IN SECTION E(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (ii) DURING ANY RENEWAL TERM, THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE
PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET
IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED
UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS F(1) AND F(2).
5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (i) Commercial General Liability of at least $1,000,000 per occurrence and $2,000,000 aggregate; (ii) Automobile Liability of $1,000,000 combined single limit; (iii) Professional Liability (inclusive of cyber protection) of $2,000,000 per claim and in the aggregate; (iv) Workers Compensation complying with applicable statutory requirements; and (v) Excess/Umbrella Liability of $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request.
SECTION G – 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 10 4897-0744-4347 v1
pricing, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum.
2. Performance Issues and Dispute Resolution.
2.1.Notice. You agree to provide us with written notice within 45 days of receipt of an invoice (for invoice disputes) or, in the case of performance, within 45 days of becoming aware of an issue related to our performance under this Agreement.
2.2.Invoice Issues.
2.2.1. If the issue relates to an invoice, your notice must include the following: (i) the issue(s) with the invoice; (ii) the specific fee(s) at issue; and (iii) the corrective action(s) you are requesting of Tyler.
2.2.2. We will provide a response to your notice that (i) supports the validity of the invoice as issued by us; (ii) adjusts the invoice; or (iii) describes our plan to address the issues identified in your notice.
2.2.3. You agree to pay all undisputed fees by the due date. You acknowledge that you forfeit your right to dispute any fees under this Agreement when you fail to pay undisputed fees within sixty (60) days of our notice that the fees are overdue.
2.2.4. In addition to any other remedies available to us under this Agreement or law for nonpayment, we reserve the right to recover from you our reasonable costs of collection associated with your failure to timely pay amounts due under this Agreement.
2.2.5. WE RESERVE THE RIGHT TO SUSPEND PERFORMANCE OF ANY SERVICE, INCLUDING ACCESS TO SAAS SERVICES, FOR FAILURE TO TIMELY PAY UNDISPUTED FEES FIFTEEN (15) DAYS FOLLOWING OUR NOTICE OF INTENT TO DO SO.
2.3.Dispute Resolution. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.
3. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities, and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement.
4. Nondiscrimination. We will not discriminate against any employee or applicant in our employment practices or the performance of our duties, responsibilities, and obligations under this Agreement because of race, color, religion, gender, age, disability, religious beliefs, national, or ethnic origin.
We will post, where appropriate, all notices related to nondiscrimination as may be required by 11 4897-0744-4347 v1
applicable law.
5. E-Verify. We use the U.S. Department of Homeland Security’s E-Verify system to confirm the eligibility of all current employees and persons hired during the contract term to perform services within the United States under this Agreement.
6. Subcontractors. We will not subcontract any Professional Services specifically for this Agreement without your prior written consent, not to be unreasonably withheld.
7. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets.
8. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the conclusion of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event.
9. No Intended Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third-Party Terms.
10. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, or implied. 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 in writing, signed by an authorized representative of the party against whom enforcement is sought.
11. Severability. If any term or provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law, and shall be interpreted to carry out the intent of the parties unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
12. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter.
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13. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
14. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (i) actual receipt by the receiving party; or (ii) five (5) days following deposit with registered or certified mail with proper postage affixed and addressed to the other party at the address set forth in this Agreement 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.
15. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials.
16. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that:
i. 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;
ii. a party can establish by reasonable proof was in that party's possession at the time of initial disclosure;
iii. a party receives from a third party who has a right to disclose it to the receiving party; or iv. is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law.
17. .Business License. If required by applicable local law, e will maintain a City of San Clemente business license during the term of this Agreement.
18. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state or commonwealth of domicile, without regard to its rules on conflicts of law.
19. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to 13 4897-0744-4347 v1
this Agreement.
20. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. In such cases, we reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement.
21. Data & Insights Solution Terms. Your use of certain Tyler solutions includes Tyler’s Data & Insights data platform. Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights data platform is subject to the Data & Insights SaaS Services Terms of Service, available at:
https://www.tylertech.com/terms/data-insights-saas-services-terms-of-service. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms.
22. Contract Documents. This Agreement includes the following exhibits:
Migration Terms Addendum
Exhibit A Investment Summary (includes Migration Modules) Exhibit B Invoicing and Payment Terms
Exhibit C Service Level Agreement
Exhibit D Third-Party Terms
Exhibit E Statement of Work
22.1. Conflict between Terms. The various documents that comprise the Agreement are intended to be interpreted together and consistent with each other whenever possible. When a consistent interpretation is not possible, these documents shall be given the order of precedence in which they are listed above, unless stated otherwise therein.
[SIGNATURES ON FOLLOWING PAGE]
14 4897-0744-4347 v1
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 San Clemente
By: By:
Name: Name:
Title: Title:
Date: Date:
Address for Notices: Address for Notices:
Tyler Technologies, Inc. City of San Clemente
7701 College Boulevard 910 Calle Negocio
Overland Park, KS 66210 San Clemente, CA 92673
Attention: Chief Legal Officer Attention: Finance Manager 15 4897-0744-4347 v1
Migration Terms Addendum
1. Scope. The terms in this Migration Terms Addendum (“Addendum”) apply to the agreement to which it is attached (“Agreement”), and under which we will provide certain Tyler software solutions listed in the Agreement’s Investment Summary (hereafter, the “Replacement Modules”) to replace some or all of Tyler solutions previously provided to you (hereafter, the “Migration Modules”). Accordingly, any conflict between the terms in this Addendum and the Agreement will be resolved in favor of the term(s) in this Addendum. The Migration Modules are listed in the Comments Section of the Investment Summary, and any capitalized terms not otherwise defined herein will have the meaning assigned to those terms in the Agreement.
2. Support & SaaS Services for Migration Modules. Your payment of annual SaaS Fees for the Replacement Modules includes annual maintenance and support services in the scope described by the Agreement, and, to the extent currently being provided, annual SaaS Services, for the Migration Modules for the time period covered by your payment of annual SaaS Fees.
3. License/Use Rights for Migration Modules. Unless expressly stated otherwise in the Agreement, your license to use a Migration Module terminates when the applicable Replacement Module is used in live production.
4. Credit for Prepaid Fees for Migration Modules. In the event you prepaid annual maintenance or SaaS fees for Migration Modules for any time during your annual SaaS Term for your Replacement Modules, Tyler will credit that prepayment to your account. This credit may be applied towards any future purchases from Tyler under the Agreement. 1 4897-0744-4347 v1
Exhibit A
Investment Summary
The Investment Summary details the products and services to be delivered by us, or a third party, as applicable, to you under the Agreement. This Investment Summary is effective as of the Effective Date regardless of any expiration date in the Investment Summary. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. [Sales quotation to be inserted prior to Agreement execution.]
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
2023-557806-J4C2W6 Page 1
Quoted By: Jason Cloutier
Quote Expiration: 12/31/25
Quote Name: City of San Clemente-ERPEERP(RFP)
Quote Description: EERP Revised 7.31.25
Saas Term 5.00
Sales Quotation For: Shipping Address:
SAN CLEMENTE, CA CITY OF City of San Clemente
100 AVENIDA PRESIDIO 100 Avenida Presidio Ste 3
SAN CLEMENTE CA 92672-0000 San Clemente CA 92672-3195
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Financial Management
Accounting 1 196 $ 52,329.00
Accounts Payable 1 56 $ 15,556.00
Budgeting 1 72 $ 15,556.00
Capital Assets 1 72 $ 15,012.00
Contract Management 1 32 $ 6,734.00
Project & Grant Accounting 1 56 $ 10,909.00
Purchasing 1 168 $ 26,051.00
Human Resources Management
Human Resources & Talent Management 1 160 $ 5,195.00
Payroll with Employee Access 1 168 $ 7,494.00
Risk Management 1 16 $ 1,324.00
Time & Attendance w Mobile Access - Up to 250 Employees 1 136 $ 11,052.00 Revenue Management
Accounts Receivable 1 128 $ 13,036.00
General Billing 1 72 $ 7,196.00
Resident Access 1 96 $ 13,600.00
Utility Billing CIS 1 224 $ 14,558.00
Exhibit A
2023-557806-J4C2W6 Page 2
Utility Billing Meter Interface 1 32 $ 5,097.00
Content Management
Content Manager Core includes Onboarding 1 64 $ 20,567.00 Data Insights
Enterprise Analytics and Reporting w Executive Insights 1 128 $ 30,589.00 Additional
Enterprise Forms Processing Software (including Common Form Set) 1 0 $ 12,588.00 Sub-Total: $ 284,443.00
Less Discount: $ 56,848.00
TOTAL 1876 $ 227,595.00
Professional Services
Description Quantity Unit Price Ext Discount Extended Price Maintenance Additional Hours to Meet NTE RFP Requirements - Onsite 104 $ 225.00 $ 0.00 $ 23,400.00 $ 0.00 Additional Hours to Meet NTE RFP Requirements - Project MGMT 96 $ 200.00 $ 0.00 $ 19,200.00 $ 0.00 Additional Hours to Meet NTE RFP Requirements - Remote 288 $ 200.00 $ 0.00 $ 57,600.00 $ 0.00 Capital Assets Import Hours 24 $ 200.00 $ 2,400.00 $ 2,400.00 $ 0.00 COA Import Hours 16 $ 200.00 $ 0.00 $ 3,200.00 $ 0.00
Executive Insights Implementation 1 $ 10,500.00 $ 0.00 $ 10,500.00 $ 0.00 Payroll Accruals Import Hours 20 $ 200.00 $ 2,000.00 $ 2,000.00 $ 0.00 Payroll Deductions Import Hours 24 $ 200.00 $ 2,400.00 $ 2,400.00 $ 0.00 Payroll Employee Master Import Hours 24 $ 200.00 $ 0.00 $ 4,800.00 $ 0.00 Position Control Import Hours 20 $ 200.00 $ 2,000.00 $ 2,000.00 $ 0.00 State Retirement Tables Import Hours 20 $ 200.00 $ 0.00 $ 4,000.00 $ 0.00 Conversions – See Detailed Breakdown Below $ 46,700.00 $ 0.00 Project Management 592 $ 200.00 $ 0.00 $ 118,400.00 $ 0.00 Onsite Implementation 488 $ 225.00 $ 0.00 $ 109,800.00 $ 0.00 Remote Implementation 1388 $ 200.00 $ 0.00 $ 277,600.00 $ 0.00 TOTAL $ 684,000.00 $ 0.00
Payments
Exhibit A
2023-557806-J4C2W6 Page 3
List
Price Service % Min
Basis
Points Rate Cap POS Online IVR
Payments - Client Card Cost - Interchange Plus
Enterprise ERP Payments
General Billing 0.50% $ 0.50 X
Utility Billing 0.50% $ 0.50 X X
Payments - Other Fees
Credit Card Chargebacks $ 15.00
Client Card Cost - Interchange Plus Per card transaction with Visa, MasterCard, Discover, and American Express for all transactions on top of industry-driven rates for bank fees, card brand fees, interchange fees, dues, assessments, and other processing fees.
IVR Cost Additional $0.50 per transaction on top of Card and eCheck Fee.
Credit Card Chargebacks If a card payer disputes a transaction at the card issuing bank (e.g. stolen card) Payments Your use of Payments and any related items included on this order is subject to the terms found at:
https://www.tylertech.com/terms/payment-card-processing-agreement. By signing this order or the agreement in which it is included, you agree you have read, understand, and agree to such terms. Please see attached Payments fee schedule.
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 0.00 $ 0.00
Total SaaS $ 0.00 $ 227,595.00
Total Tyler Services $ 684,000.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 684,000.00 $ 227,595.00
Contract Total $ 1,821,975.00
Estimated Travel Expenses excl in Contract
Total $ 27,400.00
Client’s purchase of the items listed above is subject to the Comments below Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held Exhibit A
2023-557806-J4C2W6 Page 4
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 Financials
Accounting 1 $ 7,000.00 $ 3,500.00 $ 3,500.00
Accounts Payable 1 $ 13,000.00 $ 6,500.00 $ 6,500.00
Project Accounting 1 $ 7,000.00 $ 3,500.00 $ 3,500.00
Purchase Orders 1 $ 8,000.00 $ 4,000.00 $ 4,000.00
Human Resources Management
Human Resources Management 1 $ 14,300.00 $ 7,150.00 $ 7,150.00 Revenue Management
General Billing 1 $ 11,200.00 $ 5,600.00 $ 5,600.00
Utility Billing 1 $ 32,900.00 $ 16,450.00 $ 16,450.00
TOTAL $ 46,700.00
Optional Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Financial Management
Assets Mobile 1 16 $ 4,638.00
Cash Management 1 44 $ 10,753.00
eProcurement (Vendor Access and Punch-Out) 1 40 $ 10,400.00 Human Resources Management
Recruiting 1 16 $ 1,147.00
Exhibit A
2023-557806-J4C2W6 Page 5
Civic Services
Business Management Suite 1 224 $ 11,000.00
Decision Engine 1 8 $ 8,700.00
Enterprise Permitting & Licensing Foundation 1 144 $ 19,000.00 Enterprise Permitting & Licensing User 5 24 $ 11,500.00 Revenue Management
Cashiering 1 72 $ 19,555.00
Data Insights
Open Finance 1 0 $ 22,400.00
Additional
ACFR Statement Builder 1 72 $ 11,200.00
DocuSign Signature Service - Annual Fee 1 16 $ 8,400.00 Integrations
3rd Party Asset Management API Connector 1 48 $ 3,551.00 Cashiering API 1 40 $ 6,307.00
Recruiting API Toolkit 1 24 $ 5,114.00
SnapLogic - Up to 5 Integrations 1 999 $ 3,200.00
Subscription Fees
User Monitoring and Response 1 0 $ 9,000.00
TOTAL: 1787 $ 168,365.00
Optional Professional Services
Description Quantity Unit Price Ext. Discount Extended Price Maintenance Cashiering Interface: Business Licenses 1 $ 2,565.00 $ 0.00 $ 2,565.00 $ 513.00 Cashiering Interface: Permits & Code Enforcement 1 $ 5,625.00 $ 0.00 $ 5,625.00 $ 1,125.00 Install Fee - Open Finance 1 $ 7,000.00 $ 0.00 $ 7,000.00 $ 0.00 Onsite Implementation 464 $ 225.00 $ 0.00 $ 104,400.00 $ 0.00 Remote Implementation 1323 $ 200.00 $ 0.00 $ 264,600.00 $ 0.00 TOTAL $ 384,190.00 $ 1,638.00
Optional 3rd Party Hardware, Software and Services
Exhibit A
2023-557806-J4C2W6 Page 6
Description Qty Unit Price
Unit
Discount Total Price
Unit
Maint/SaaS
Maint/SaaS
Discount
Total
Maint/SaaS
Barcode Printer Kit 1 $ 1,445.00 $ 0.00 $ 1,445.00 $ 145.00 $ 0.00 $ 145.00 Cash Drawer 1 $ 260.00 $ 0.00 $ 260.00 $ 0.00 $ 0.00 $ 0.00 Hand Held Scanner - Model 1960GSR 1 $ 475.00 $ 0.00 $ 475.00 $ 0.00 $ 0.00 $ 0.00 Hand Held Scanner Stand 1 $ 30.00 $ 0.00 $ 30.00 $ 0.00 $ 0.00 $ 0.00 Pattern Stream Automated Document System -
Implementation 80 $ 185.00 $ 0.00 $ 14,800.00 $ 0.00 $ 0.00 $ 0.00 Pattern Stream Automated Document System -
SaaS 1 $ 0.00 $ 0.00 $ 0.00 $ 22,320.00 $ 0.00 $ 22,320.00 Printer (TM-S9000II) 1 $ 1,623.00 $ 0.00 $ 1,623.00 $ 0.00 $ 0.00 $ 0.00 TOTAL $ 18,633.00 $ 22,465.00
Tyler Annual Discount Detail (Excludes Optional Products) Description Annual Fee
Annual Fee
Discount Annual Fee Net
Financial Management
Accounting $ 52,329.00 $ 10,466.00 $ 41,863.00
Accounts Payable $ 15,556.00 $ 3,111.00 $ 12,445.00
Budgeting $ 15,556.00 $ 3,111.00 $ 12,445.00
Capital Assets $ 15,012.00 $ 3,002.00 $ 12,010.00
Contract Management $ 6,734.00 $ 1,347.00 $ 5,387.00
Project & Grant Accounting $ 10,909.00 $ 2,182.00 $ 8,727.00 Purchasing $ 26,051.00 $ 5,210.00 $ 20,841.00
Human Resources Management
Human Resources & Talent Management $ 5,195.00 $ 1,039.00 $ 4,156.00 Payroll with Employee Access $ 7,494.00 $ 1,499.00 $ 5,995.00 Risk Management $ 1,324.00 $ 225.00 $ 1,099.00
Time & Attendance w Mobile Access - Up to 250 Employees $ 11,052.00 $ 2,210.00 $ 8,842.00 Revenue Management
Accounts Receivable $ 13,036.00 $ 2,607.00 $ 10,429.00
General Billing $ 7,196.00 $ 1,439.00 $ 5,757.00
Exhibit A
2023-557806-J4C2W6 Page 7
Resident Access $ 13,600.00 $ 2,720.00 $ 10,880.00
Utility Billing CIS $ 14,558.00 $ 2,912.00 $ 11,646.00
Utility Billing Meter Interface $ 5,097.00 $ 1,019.00 $ 4,078.00 Content Management
Content Manager Core includes Onboarding $ 20,567.00 $ 4,113.00 $ 16,454.00 Data Insights
Enterprise Analytics and Reporting w Executive Insights $ 30,589.00 $ 6,118.00 $ 24,471.00 Additional
Enterprise Forms Processing Software (including Common
Form Set) $ 12,588.00 $ 2,518.00 $ 10,070.00
TOTAL $ 284,443.00 $ 56,848.00 $ 227,595.00
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 four (4) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler.
Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-theTrainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
As a new Tyler client, you are entitled to a 14-day or a 30-day trial of the Managed Detection and Response cybersecurity service. Please reference Exhibit A
2023-557806-J4C2W6 Page 8
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.
Content Manager Core 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.
Business Management: Tyler leads and owns the "Assess and Define" and "Configuration" of 3 unique business transactions, 3 template business transactions, 2 geo-rules and 2 automation events. Configuration elements beyond this will be owned by the client.
All hardware related to Assets Mobile and Inventory Mobile will be under a standard maintenance plan which starts when they are shipped. This includes replacement of your current hardware if it cannot be fixed through the standard helpdesk process.
General Billing conversion includes: Standard - CID, Recurring Invoices, Bills(Header, Detail), Payment History, Invoices - up to 5 years Financial library includes: standard A/P check, standard EFT/ACH, standard Purchase order, standard Contract, 1099M, 1099INT, 1099S, 1099NEC and 1099G.
General Billing library includes: standard invoice, standard statement, standard general billing receipt and standard miscellaneous receipt.
Personnel Actions Forms Library includes: standard Personnel Action form - New and standard Personnel Action Form - Change.
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.
Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights SaaS Services, or certain Tyler solutions which include Tyler’s Data & Insights data platform, are subject to the Terms of Services, available at https://www.tylertech.com/terms/data-insights-saas-servicesterms-of-service. By signing this sales quotation, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms.
Utility billing library includes: standard Utility bill, standard UB receipt, standard UB delinquent notice, standard door hanger and standard final utility bill.
Payroll library includes: standard PR check, standard direct deposit, standard vendor from payroll check, standard vendor from payroll direct deposit, W2, W2c, ACA 1095B, ACA 1095C and 1099 R.
Exhibit A
2023-557806-J4C2W6 Page 9
Accounting conversion includes: Actuals (total balances only) up to 5 years, Budgets (total balances only) up to 5 years Accounts Payable conversion includes: Standard - Vendors, Remit Addresses, 1099 Amounts, Check History(Header, Detail) - up to 5 years, Invoices (Header, Detail) - up to 5 years
Human Resources Management conversion includes: Standard - Employee Master, Address, Accumulators (Earnings & Deduction totals by period) - up to 5 years, Check History - up to 5 years, Earning/Deduction History - up to 5 years, PM Action History - up to 5 years, Certifications, Education
Project Accounting conversion includes: Standard, Actuals - up to 5 years, Budgets - up to 5 years Purchase Orders conversion includes: Standard - Open POs, Closed POs - up to 5 years Utility Billing conversion includes: Standard - UB Account, CID's, Services/Meter Inventory, Assessments, Consumption History - up to 5 years, Balance Forward AR, Service Orders, Backflow, Budget Billing, Flat Inventory/Containers 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.
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.
Business Management Suite includes Civic Access for Business Management and Business Management Executive Insights Enterprise Permitting & Licensing Foundation includes GIS for EPL Users, Core Foundation Bundle, Advanced Automation Bundle, Data & Reporting Access, Report Toolkit, EPL API Toolkit and 1 TB of Storage Enterprise Permitting & Licensing User includes back-office and EP&L Mobile access DocuSign Signature Service refers to the interface between Tyler software and DocuSigns services. It does not include or take the place of DocuSigns proprietary products. Clients are required to provide certain DocuSign account information for implementation and to maintain its DocuSign account in order to use the interface. Clients who do not have a current DocuSign account can email [email protected] for more information or to begin the process of obtaining an account.
Exhibit A
2023-557806-J4C2W6 Page 10
For the avoidance of doubt, Fraud, Risk & Compliance is a subscription service, not SaaS. Notwithstanding the foregoing language, payment of annual subscription fees for Fraud, Risk & Compliance commence on the availability of the service. Fraud, Risk & Compliance services will renew automatically for additional one (1) year terms, and subsequent subscription fees are due annually in advance on the anniversary of the availability date at our then-current rates. Pricing is based on client's current network size as defined by their entity size. Any material increases of network size may result in additional fees being assessed for the Fraud, Risk & Compliance service upon renewal.
Eden Modules to replace include:
Project Accounting Support
Payroll Support
Fixed Assets Support
Utility Billing Support
GL/AP Support
Handhelds Support
Human Resources Support
Human Resources Support Web
Accounts Payable Support Web
Advanced Budgeting Support
Accounts Receivable Support
AP Web Extension
HR Web Extension
Position Budgeting
Purchasing
false
Exhibit A
1 4897-0744-4347 v1
Exhibit B
Invoicing and Payment Terms
We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. Tyler Annual Services.
1.1. SaaS Services. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section E(1) of this Agreement. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees for year six (6) and year seven (7), shall be invoiced at a three percent (3%) increase over the previous year’s fees. Subsequent annual renewals commencing with year eight (8), will be at our then-current rates.
1.2. Other Annual Services. Fees for annual services other than SaaS Services are invoiced on an annual basis, beginning with the availability of the service. Your annual fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual fees will be at our then-current rates.
2. Tyler Services.
2.1. Professional Services Generally: Unless otherwise indicated below, fees for Tyler services are invoiced as delivered.
2.2. Consulting Services: Fixed fee Consulting Services will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module.
2.3. Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance to load the converted Data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis.
2.4. Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced (i) 50% upon delivery of specifications and (ii) 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in this Agreement.
2.5. Other Fixed Price Services: Other fixed price services are invoiced as delivered. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately 2 4897-0744-4347 v1
following initiation of project planning. Strategic Program Management Services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of program planning.
3. Hardware & Third-Party Products.
3.1. Hardware: Hardware costs, if any, are invoiced upon delivery.
3.2. Hardware Maintenance: The first year maintenance fee for hardware is invoiced upon delivery of the hardware. Subsequent annual maintenance fees for hardware are invoiced annually, in advance, at then-current rates, upon each anniversary thereof.
3.3. Third-Party Services: Fees for Third-Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary.
3.4. Third Party Software. License Fees for Third Party Software, in any, are invoiced when the applicable Third Party Software is made available to you for download.
3.5. Third Party Software Maintenance: The first year maintenance fee for the Third Party Software is invoiced when it is made available to you for downloading. Subsequent annual maintenance fees for Third Party Software are invoiced annually, in advance, at then-current rates, upon each anniversary thereof.
3.6. Third-Party SaaS Services. Third-Party SaaS Services fees, if any, are invoiced on an annual basis, commencing with availability of the respective Third-Party SaaS Services. Pricing for the first year of Third-Party SaaS Services is indicated in the Investment Summary. Unless express stated otherwise, pricing for subsequent years will be at then-current rates.
4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (call, message, etc.) fees are invoiced on a monthly basis. Fees are indicated in the Investment Summary and may be increased by Tyler upon notice of no less than thirty (30) days.
5. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy.
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].
1 4897-0744-4347 v1
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 related to the availability of the Tyler SaaS Services that you have requested us to provide. All other support services are documented in the Support Call Process.
This SLA does not apply to any Third-Party SaaS Services.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement.
Actual Attainment: The percentage of time the Tyler Software is available during a calendar month, calculated as follows: (Service Availability – Downtime) ÷ Service Availability.
Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third-party providers over whom we exercise no control.
Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present.
Emergency Maintenance Window: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client.
Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window.
Service Availability: The total number of minutes in a calendar month that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure. Service Availability only applies to Tyler Software being used in the production environment.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week.
III. Service Availability
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number. b. Our Responsibilities
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When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Planned Downtime, a Client Error Incident, denial of service attack or Force Majeure). We will also work with you to resume normal operations.
c. Client Relief
Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the SaaS Fees paid for the calendar month.
In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen (15) days of the end of the applicable month. We will respond to your relief request within thirty (30) days of receipt.
The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption.
Credits are only payable when Actual Attainment results in eligibility for credits in consecutive months and only for such consecutive months.
Client Relief Schedule
Actual Attainment Client Relief
99.99% - 99.70% Remedial action will be taken
99.69% - 98.50% 2% of SaaS Fees paid for applicable month
98.49% - 97.50% 4% of SaaS Fees paid for applicable month
97.49% - 96.50% 6% of SaaS Fees paid for applicable month
96.49% - 95.50% 8% of SaaS Fees paid for applicable month Below 95.50% 10% of SaaS Fees paid for applicable month * Notwithstanding language in the Agreement to the contrary, Recovery Point Objective is one (1) hour.
IV. Maintenance Notifications
We perform Standard Maintenance during limited windows that are historically known to be reliably low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you.
Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable, that the Tyler Software will be unavailable during the maintenance window.
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Exhibit D
Third-Party Terms
DocOrigin Terms. Your use of Tyler Forms software and forms is subject to the DocOrigin End User License Agreement available for download here: https://eclipsecorp.us/eula/. By signing a Tyler Agreement or Order Form including Tyler forms software or forms, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.
ThinPrint Terms. Your use of Tyler Forms software and forms is subject to the End User License Agreement terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway found here:
https://www.thinprint.com/en/legal-notes/eula/. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.
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Exhibit E
Statement of Work
[Statement of Work to be inserted prior to Agreement execution.]
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
San Clemente, CA
SOW from Tyler Technologies, Inc.
11/20/2025
Presented to:
City of San Clemente
100 Avenida Presidio
San Clemente, CA 92672
Contact:
Rich Boven
Email: [email protected]
1 Tyler Drive, Yarmouth, Maine 04096
Exhibit E
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Table of Contents
PART 1: EXECUTIVE SUMMARY............................................................................................................... 1 Project Overview............................................................................................................................. 1 Introduction ........................................................................................................................................ 1 Project Goals....................................................................................................................................... 1 Methodology....................................................................................................................................... 1 PART 2: PROJECT FOUNDATION ............................................................................................................. 3 Project Governance ......................................................................................................................... 3 Project Scope Control ...................................................................................................................... 4 Managing Scope and Project Change ................................................................................................. 4 Change Control ................................................................................................................................... 4 Change Request Management............................................................................................................ 4 Acceptance Process ......................................................................................................................... 6 Roles and Responsibilities................................................................................................................ 6 Tyler Roles & Responsibilities............................................................................................................. 6 Tyler Executive Manager............................................................................................................. 7 Tyler Implementation Manager.................................................................................................. 7 Tyler Project Manager................................................................................................................. 7 Tyler Implementation Consultant............................................................................................... 8 Tyler Sales ................................................................................................................................... 8 Tyler Technical Services.............................................................................................................. 8 Tyler Data Experts....................................................................................................................... 9 City Roles & Responsibilities............................................................................................................... 9 City Executive Sponsor................................................................................................................ 9 City Steering Committee............................................................................................................. 9 City Project Manager ................................................................................................................ 10 City Functional Leads ................................................................................................................ 11 City Power Users....................................................................................................................... 12 City End Users ........................................................................................................................... 12 City Technical Lead.................................................................................................................... 12 City Change Management Lead ................................................................................................ 13 PART 3: PROJECT PLAN........................................................................................................................... 14 Project Stages................................................................................................................................. 14 Initiate and Plan ................................................................................................................................ 15 Initial Coordination ................................................................................................................... 15 Project/Phase Planning............................................................................................................. 16 Exhibit E
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Infrastructure Planning ............................................................................................................. 17 Stakeholder Meeting................................................................................................................. 18 This work package is not applicable.......................................................................................... 19 Control Point 1: Initiate & Plan Stage Acceptance.................................................................... 19 Assess & Define................................................................................................................................. 19 Solution Orientation.................................................................................................................. 19 Current & Future State Analysis................................................................................................ 20 This work package is not applicable.......................................................................................... 21 Data Assessment....................................................................................................................... 21 Conversion Assessment ............................................................................................................ 23 Control Point 2: Assess & Define Stage Acceptance................................................................. 24 Prepare Solution ............................................................................................................................... 24 Initial System Deployment........................................................................................................ 24 Configuration ............................................................................................................................ 25 Process Refinement .................................................................................................................. 26 Conversion Delivery .................................................................................................................. 28 This work package is not applicable.......................................................................................... 29 Control Point 3: Prepare Solution Stage Acceptance................................................................ 29 Production Readiness ....................................................................................................................... 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 Client Services...................................................................................................... 35 Post Go-Live Activities............................................................................................................... 36 Control Point 5: Production Stage Acceptance......................................................................... 36 Close.................................................................................................................................................. 37 Phase Closeout.......................................................................................................................... 37 Project Closeout........................................................................................................................ 38 Control Point 6: Close Stage Acceptance.................................................................................. 39 General Assumptions......................................................................................................................39 Project............................................................................................................................................... 39 Organizational Change Management............................................................................................... 40 Resources and Scheduling ................................................................................................................ 40 Data................................................................................................................................................... 40 Facilities............................................................................................................................................. 41 Glossary .........................................................................................................................................42 PART 4: APPENDICES ............................................................................................................................... 45 Conversion .....................................................................................................................................45 Enterprise ERP Conversion Summary ............................................................................................... 45 Exhibit E
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Accounting ................................................................................................................................ 45 Accounts Payable ...................................................................................................................... 45 Project Accounting.................................................................................................................... 45 Purchase Orders........................................................................................................................ 46 Human Resources Management............................................................................................... 46 General Billing ........................................................................................................................... 47 Utility Billing .............................................................................................................................. 47 Additional Appendices................................................................................................................49 This work package is not applicable.................................................................................................. 49 Project Timeline..........................................................................................................................50 ERP Project Timeline ......................................................................................................................... 50 This work package is not applicable.................................................................................................. 51
Exhibit E
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Part 1: Executive Summary
Project Overview
Introduction
Tyler Technologies (“Tyler”) is the largest and most established provider of integrated software and technology services focused solely on the public sector. Tyler’s end-to-end solutions empower public sector entities including local, state, provincial and federal government, to operate more efficiently and connect more transparently with their constituents and with each other. By connecting data and processes across disparate systems, Tyler’s solutions transform how clients gain actionable insights that solve problems in their communities.
Project Goals
This Statement of Work (“SOW”) documents the methodology, implementation stages, activities, and roles and responsibilities, and project scope listed in the Investment Summary of the SaaS Agreement between Tyler and the City (collectively the “Project”).
The overall goals of the project are to:
Successfully implement the contracted scope on time and on budget Increase operational efficiencies and empower users to be more productive Improve accessibility and responsiveness to external and internal customer needs Overcome current challenges and meet future goals
Methodology
This is accomplished by 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.
Exhibit E
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The methodology adapts to both single-phase and multiple-phase projects.
To achieve Project success, it is imperative that both 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.
Exhibit E
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Part 2: Project Foundation
Project Governance
Project governance is the management framework within which Project decisions are made. The role of Project governance is to provide a decision-making approach that is logical, robust, and repeatable. This allows organizations to have a structured approach for conducting its daily business in addition to project related activities.
This section outlines the resources required to meet the business needs, objectives, and priorities for the Project, communicate the goals to other Project participants, and provide support and guidance to accomplish these goals. Project governance defines the structure for escalation of issues and risks, Change Control review and authority, and Organizational Change Management activities. Throughout the Statement of Work Tyler has provided RACI Matrices for activities to be completed throughout the implementation which will further outline responsibilities of different roles in each stage. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage.
The chart below illustrates an overall team perspective where Tyler and 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.
Exhibit E
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Project Scope Control
Managing Scope and Project Change
Project Management governance principles contend that there are three connected constraints on a Project:
budget, timeline, and scope. These constraints, known as the “triple constraints” or project management triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the work performed to deliver a product, service or result with the specified features and functions, while time is simply defined as the schedule. The Triple Constraint theory states that if you change one side of the triangle, the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased, cost and time to complete will also need to increase. The Project and executive teams will need to remain cognizant of these constraints when making impactful decisions to the Project. A simple illustration of this triangle is included here, showing the connection of each item and their relational impact to the overall Scope.
A pillar of any successful project is the ability to properly manage scope while allowing the appropriate level of flexibility to incorporate approved changes. Scope and changes within the project will be managed using the change control process outlined in the following section.
Change Control
It may become necessary to change the scope of this Project due to unforeseeable circumstances (e.g., new constraints or opportunities are discovered). This Project is being undertaken with the understanding that Project scope, schedule, and/or cost may need to change to produce optimal results for stakeholders.
Changes to contractual requirements will follow the change control process specified in the final contract, and as described below.
Change Request Management
Should the need for a change to Project scope, schedule, and/or cost be identified during the Project, the change will be brought to the attention of the Steering Committee and an assessment of the change will occur. While such changes may result in additional costs and delays relative to the schedule, some changes may result in less cost to 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:
Exhibit E
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The nature of the change.
A good faith estimate of the additional cost or associated savings to the City, if any. The timetable for implementing the change.
The effect on and/or risk to the schedule, resource needs or resource responsibilities.
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.
Exhibit E
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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 (5) 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 (5) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.
If the City does not agree the 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.
Exhibit E
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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 ontime implementation.
Exhibit E
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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.
Exhibit E
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Tyler Data Experts
Validates that customer data files are in proper format. Develops customized conversion programs, as necessary, to convert Legacy System data into the Tyler database for production use according to defined mapping. Provides error Reports on unsupported data conditions and the merging or normalization of data fields.
Assists the City with understanding and interpreting error Reports. Performs changes and corrections to customized conversion programs as the City completes the data review.
Provides conversion consulting and mapping assistance.
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
Exhibit E
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o Project Goals
o City Policies
o Needs of other client projects
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.
Exhibit E
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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.
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
Exhibit E
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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.
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.
Exhibit E
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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. Identifies the impact areas resulting from project activities and develops a plan to address them proactively.
Identifies areas of resistance and develops a plan to reinforce the change. Monitors post-production performance and new process adherence.
Exhibit E
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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.
Work Breakdown Structure (WBS)
1. Initiate &
Plan
2. Assess &
Define
3. Prepare
Solution
4. Production
Readiness 5. Production 6. Close
1.1 Initial
Coordination
2.1 Solution
Orientation
3.1 Initial System
Deployment
4.1 Solution
Validation 5.1 Go Live 6.1 Phase Close Out
1.2 Project/Phase
Planning
2.2 Current & Future
State Analysis 3.2 Configuration 4.2 Go Live Readiness
5.2 Transition to
Client Services
6.2 Project Close
Out
1.3 Infrastructure
Planning
2.3 Modification
Analysis
3.3 Process
Refinement
4.3 End User
Training
5.3 Post Go Live
Activities
1.4 Stakeholder
Meeting
2.4 Conversion
Assessment
3.4 Conversion
Delivery
1.5 GIS Planning* 2.5 Data Assessment 3.5 Data Delivery
3.6 Modifications*
*Items noted with an asterisk in the graphic above relate to specific products and services. If those products and services are not included in the scope of the contract, these specific work packages will be noted as “This work package is not applicable” in Section 6 of the Statement of Work.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 15
Initiate and Plan
The Initiate and Plan stage involves Project initiation, infrastructure, and planning. This stage creates a foundation for the Project by identifying and establishing sequence and timing for each Phase as well as verifying scope for the Project. This stage will be conducted at the onset of the Project, with a few unique items being repeated for the additional Phases as needed.
Initial Coordination
Prior to Project commencement, Tyler management assigns project manager(s). Additional Project resources will be assigned later in the Project as a Project schedule is developed. Tyler provides the 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 ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Department HeadsEnd UsersTechnical Leads Tyler project team is assigned A R C I I I I I I
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
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 16
Inputs Contract documents
Statement of Work
Outputs/Deliverables Working initial project documents
Project portal
Work package assumptions:
Project activities begin after the agreement has been fully executed.
Project/Phase Planning
Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify applications to implement in each Phase (if applicable), and discuss implementation timeframes.
During this work package Tyler will work with the 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 ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Schedule and
conduct planning
session(s)
A R I C C I
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 17
Develop Project
Management Plan A R I C C I
Develop initial
project schedule A R I I I I I I C C I I C I
Inputs Contract documents
Statement of Work
Guide to Starting Your Project
Outputs / Deliverables Acceptance Criteria [only] for Deliverables Project Management Plan Delivery of document
Project Operational Plan Delivery of document
Initial Project Schedule 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. Tyler will be responsible for building the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement. The City is responsible for the installation, setup and maintenance 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 ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Initial
Infrastructure
Communication
A R C C C C
Schedule
Environment
Availability
A R C I
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 18
Inputs Initial Infrastructure Requirements
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Completed Infrastructure Requirements Delivery of Requirements Stakeholder Meeting
Communication of the Project planning outcomes to the 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 ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Create Stakeholder
Meeting
Presentation
I A R I I I I C I
Review Stakeholder
Meeting
Presentation
I C A R C
Perform
Stakeholder
Meeting
Presentation
I A R I I I I C I I I I I I
Inputs Agreement
SOW
Project Management Plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Stakeholder Meeting Presentation
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 19
Work package assumptions:
None
This work package is not applicable.
Control Point 1: Initiate & Plan Stage Acceptance
Acceptance criteria for this stage includes completion of all criteria listed below.
Note: Advancement to the Assess & Define stage is not dependent upon Tyler’s receipt of this stage acceptance.
Initiate & Plan Stage Deliverables:
Project Management Plan
Initial Project Schedule
Initiate & Plan stage acceptance criteria:
All stage deliverables accepted based on acceptance criteria previously defined Project governance defined
Project portal made available to the 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.
Objectives:
Provide a basic understanding of system functionality. Prepare the City for current and future state analysis.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 20
STAGE 2 Solution Orientation
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Provide prerequisites A R I I I I I
Complete prerequisites 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
Tyler City
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 21
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Current State
process review A R I I I C C C C C
Discuss future-state
options A R C C C C C C C C
Make future-state
decisions (nonCOTS) 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.
This work package is not applicable.
Data Assessment
Given the completion of the Current & Future State Analysis, the Data Assessment will provide the implementation team the design for data delivery prior to configuration. The data Assessment will also allow the Tyler and the City teams to identify the data that will be configured within the Tyler System. The team will develop and map out dataset structures to ensure that data is structured in a way that allows maximum utility.
The teams will review any existing data publish and metadata standards for the City’s current data program to determine any necessary adjustments or configuration needs. Finally, the implementation team develops Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 22
data workflows to map data from the source system(s) into the Tyler system, discussing any additional data requirements as needed.
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 performs 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. 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 ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Extract Data from
Source Systems A R I C
Complete Data
Analysis/Mapping A R C C I C C I
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 (if
applicable}
City Acceptance of Data Conversion Plan, if
Applicable
City acceptance of Solution Design
Document
Work package assumptions:
If the source data is a Tyler system Tyler's Conversion Engineers extract and map the data into the standard Enterprise ERP 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.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 23
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.
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 performs 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. 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 ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Extract Data from
Source Systems A R I C
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:
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 24
If the source data is a Tyler system Tyler's Conversion Engineers extract and map the data into the standard Enterprise ERP 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.
Control Point 2: Assess & Define Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Note: Advancement to the Prepare Solution Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
Assess & Define Stage Deliverables:
Documentation of future state decisions and configuration options to support future state decisions. Modification specification document.
Assess & Define Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined. Solution Orientation is delivered.
Conversion data extracts are received by Tyler.
Data conversion plan built.
Prepare Solution
During the Prepare Solution stage, information gathered during the Initiate & Plan and Assess & Define stages will be used to install and configure the Tyler software solution. Software configuration will be validated by the 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:
All licensed software is installed and operational.
The City can access the software.
STAGE 3 Initial System Deployment (Hosted/SaaS)*
Tyler City
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 25
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Prepare hosted
environment A R I C
Install Licensed
Software for
Included
Environments
A R I C
Install Licensed
Software on 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
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.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 26
Prepare standard interfaces for process validation (if applicable).
STAGE 3 Configuration
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Conduct
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
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:
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 27
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, where applicable.
Validate forms and reports, where applicable.
STAGE 3 Process Refinement
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Conduct process
training A R I C I C
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 Cityspecific 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
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 28
Completed City-specific process
documentation (completed by City)
Work package assumptions:
None
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 wellexecuted 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 ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Load Data
for Testing
Pull Data &
Conversion
Balancing
Reports
Map
Conversion
Write & Run
Conversion
Program
Validate
Data
Conversion
Reviews
Completed
Final
Conversion
Report &
Correct
Errors
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 29
Provide data
crosswalks/code
mapping tool
A C R I I I
Populate data
crosswalks/code
mapping tool
I C C A R C
Iterations:
Conversion
Development
A C R I I
Iterations:
Deliver
converted data
A R I I I
Iterations:
Proof/Review
data and
reconcile to
source system
C C C A R C C
Inputs
Data Conversion Plan
Configuration
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Code Mapping Complete / Validated
Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for final pass
Work package assumptions:
The 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 be involved in the data conversion effort.
The City project team will be responsible for completing the code mapping activity, with assistance from Tyler.
This work package is not applicable.
Control Point 3: Prepare Solution Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below in each Work Package.
Note: Advancement to the Production Readiness Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
Prepare Solution Stage Deliverables:
Licensed software is installed.
Installation checklist/system document.
Conversion iterations and reviews complete.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 30
Prepare Solution Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined. Software is configured.
Solution validation test plan has been reviewed and updated if needed.
Production Readiness
Activities in the Production Readiness stage will prepare the 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. Ensure the City organization is ready to move forward with go-live and training (if applicable).
STAGE 4 Solution Validation
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads 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.) Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 31
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.
STAGE 4 Go-Live Readiness
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power U )Department HeadsEnd UsersTechnical Leads Perform Readiness
Assessment I A R C C I C I I I I I I
Conduct Go-Live planning
session A R C C C C C C C
Order peripheral
hardware (if applicable) I A R C
Confirm procedures for
Go-Live issue reporting &
resolution
A R I I I I C C I I I I I
Develop Go-Live checklist A R C C C C I C C
Final system
infrastructure review
(where applicable)
A R C C
Inputs Future state decisions
Go-live checklist
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 32
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.
STAGE 4 End User Training
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads 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
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
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 33
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.
Update go-live action plan and/or checklist.
End user training.
Production Readiness stage acceptance criteria:
All stage deliverables accepted based on criteria previously defined. Go-Live planning session conducted.
Production
Following end user training the production system will be fully enabled and made ready for daily operational use as of the scheduled date. Tyler and the City will follow the comprehensive action plan laid out during GoLive Readiness to support go-live activities and minimize risk to the Project during go-live. Following go-live, Tyler will work with 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.
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.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 34
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 ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Provide final source
data extract, if
applicable
C C A R
Final source data
pushed into
production
environment, if
applicable
A C R I C C C
Proof final
converted data, if
applicable
C C C A R C
Complete Go-Live
activities as defined
in the Go-Live action
plan
C C C A R C I C
Provide Go-Live
assistance A R C C I C C I C I C
Inputs Comprehensive Action Plan for Go-Live
Final source data (if applicable)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data is available in production environment City confirms data is available in production environment
Work package assumptions:
The City will complete activities documented in the action plan for Go-Live as scheduled.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 35
External stakeholders will be available to assist in supporting the interfaces associated with the GoLive 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 GoLive.
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 ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical 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
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Client Services Support Document
Work package assumptions:
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 36
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 ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Schedule contracted
activities that are
planned for delivery
after go-live
A R C C C C I C C I C C
Determine
resolution plan in
preparation for
phase or project
close out
A R C C C I C C I C
Inputs List of post Go-Live activities
Outputs /
Deliverables
Acceptance Criteria [only] for
Deliverables
Updated issues log
Work package assumptions:
System is being used in a live production state.
Control Point 5: Production Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below:
Advancement to the Close stage is not dependent upon Tyler’s receipt of this Stage Acceptance.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 37
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 ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Reconcile project
budget and status of
contract
Deliverables
I A R I I C
Hold post phase
review meeting A R C C C C C C C C C
Release phasedependent Tyler
project resources
A R I I
Participants Tyler City
Project Leadership Project Manager
Project Manager Project Sponsor(s)
Implementation Consultants Functional Leads, Power Users, Technical Leads
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 38
Technical Consultants (Conversion, Deployment,
Development)
Client Services
Inputs Contract
Statement of Work
Project artifacts
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Final action plan (for outstanding items)
Reconciliation Report
Post Phase Review
Work package assumptions:
Tyler deliverables for the phase have been completed.
Project Closeout
Completion of this work package signifies final acceptance and formal closing of the Project.
At this time 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
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive ManagerImplementation ManagerProject ManagerImplementation ConsultantData ExpertsModification ServicesTechnical ServicesClient ServicesExecutive SponsorSteering CommitteeProject ManagerFunctional LeadsChange Management LeadsSubject Matter Experts (Power Users)Department HeadsEnd UsersTechnical Leads Conduct 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
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 39
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 that have not been documented and assigned. Final project budget has been reconciled and invoiced. All Tyler deliverables have been completed.
Control Point 6: Close Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Close Stage Deliverables:
Post Project Report.
Close Stage Acceptance Criteria:
Completed report indicating all Project deliverables and milestones have been completed.
General Assumptions
Tyler and the 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 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.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 40
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.
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.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 41
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.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 42
Glossary
Word or Term Definition
Acceptance Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria.
Accountable The one who ultimately ensures a task or deliverable is completed; the one who ensures the prerequisites of the task are met and who delegates the work to those responsible. [Also see RACI]
Application A computer program designed to perform a group of coordinated functions, tasks, or activities for the benefit of the user.
Application Programming Interface (API) A defined set of tools/methods to pass data to and received data from Tyler software products
Agreement This executed legal contract that defines the products and services to be implemented or performed.
Business Process The practices, policy, procedure, guidelines, or functionality that the client uses to complete a specific job function.
Business Requirements Document A specification document used to describe Client requirements for contracted software modifications.
Change Request A form used as part of the Change Control process whereby changes in the scope of work, timeline, resources, and/or budget are documented and agreed upon by participating parties.
Change Management Guides how we prepare, equip and support individuals to successfully adopt change in order to drive organizational success & outcomes
Code Mapping [where applicable] An activity that occurs during the data conversion process whereby users equate data (field level) values from the old system to the values available in the new system. These may be one to one or many to one. Example: Old System [Field = eye color] [values = BL, Blu, Blue] maps to New Tyler System [Field = Eye Color] [value = Blue].
Consulted Those whose opinions are sought, typically subject matter experts, and with whom there is two-way communication. [Also see RACI]
Control Point This activity occurs at the end of each stage and serves as a formal and intentional opportunity to review stage deliverables and required acceptance criteria for the stage have been met.
Data Mapping [where applicable] The activity determining and documenting where data from the legacy system will be placed in the new system; this typically involves prior data analysis to understand how the data is currently used in the legacy system and how it will be used in the new system.
Deliverable A verifiable document or service produced as part of the Project, as defined in the work packages.
Go-Live The point in time when the Client is using the Tyler software to conduct daily operations in Production.
Informed Those who are kept up-to-date on progress, often only on completion of the task or deliverable, and with whom there is just one-way communication. [Also see RACI]
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 43
Infrastructure The composite hardware, network resources and services required for the existence, operation, and management of the Tyler software.
Interface A connection to and potential exchange of data with an external system or application. Interfaces may be one way, with data leaving the Tyler system to another system or data entering Tyler from another system, or they may be bi-directional with data both leaving and entering Tyler and another system.
Integration A standard exchange or sharing of common data within the Tyler system or between Tyler applications
Legacy System The software from which a client is converting.
Modification Custom enhancement of Tyler’s existing software to provide features or functions to meet individual client requirements documented within the scope of the Agreement.
On-site Indicates the work location is at one or more of the client’s physical office or work environments.
Organizational Change The process of changing an organization's strategies, processes, procedures, technologies, and culture, as well as the effect of such changes on the organization.
Output A product, result or service generated by a process.
Peripheral devices An auxiliary device that connects to and works with the computer in some way. Some examples: scanner, digital camera, printer.
Phase A portion of the Project in which specific set of related applications are typically implemented. Phases each have an independent start, Go-Live and closure dates but use the same Implementation Plans as other Phases of the Project. Phases may overlap or be sequential and may have different Tyler resources assigned.
Project The delivery of the software and services per the agreement and the Statement of Work. A Project may be broken down into multiple Phases.
RACI A matrix describing the level of participation by various roles in completing tasks or Deliverables for a Project or process.
Individuals or groups are assigned one and only one of the following roles for a given task: Responsible (R), Accountable (A), Consulted (C), or Informed (I).
Remote Indicates the work location is at one or more of Tyler’s physical offices or work environments.
Responsible Those who ensure a task is completed, either by themselves or delegating to another resource. [Also see RACI]
Scope Products and services that are included in the Agreement.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 44
Solution The implementation of the contracted software product(s) resulting in the connected system allowing users to meet Project goals and gain anticipated efficiencies.
Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project.
Standard Software functionality that is included in the base software (offthe-shelf) package; is not customized or modified.
Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project-specific activities, services, and Deliverables.
System The collective group of software and hardware that is used by the organization to conduct business.
Test Scripts The steps or sequence of steps that will be used to validate or confirm a piece of functionality, configuration, enhancement, or Use Case Scenario.
Training Plan Document(s) that indicate how and when users of the system will be trained relevant to their role in the implementation or use of the system.
Validation (or to validate) The process of testing and approving that a specific Deliverable, process, program, or product is working as expected.
Work Breakdown Structure (WBS) A hierarchical representation of a Project or Phase broken down into smaller, more manageable components.
Work Package A group of related tasks within a project.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 45
Part 4: Appendices
Conversion
Enterprise ERP Conversion Summary
Accounting
Accounting - Actuals
Summary account balances
Up to 5 years
Accounting - Budgets
Original budget, budget adjustments, revised budget summaries for accounts Up to 5 years
Accounts Payable
Vendors
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
Project Accounting
Project Accounting Master Tables
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 Accounting - Actuals
Summary project ledger string balances. If linking to GL, must be converted at the same time.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 46
Up to 5 years
Project Accounting – Budget
Original project ledger budget amounts. If linking to GL, must be converted at the same time. Up to 5 years
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. Closed purchase orders detail data, up to 5 years, including line-item descriptions, quantities, amounts, etc.
Human Resources Management
HRM Employee Master Information
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), eaddress, 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
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
Accumulators are converted with check history and earning/deduction history as a default. No accumulator files are necessary to submit when converting history.
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.
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.
Personnel Action History
A variety of Personnel actions, such as job or salary changes and dates these events occurred. Up to 5 years
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 47
Certifications
Certification area and certification type codes, certification number and effective date, expiration date, and required-by date, codes for certification level and subjects Education
Codes, for institution, type of degree, and area(s) of study General Billing
Customer Master Files
Customer information
General Billing – Recurring Invoices
General Billing Invoices that are sent on a regular basis Header records with general information about the invoice Detail records with line-specific information
General Billing – Bills
5 years of open and closed invoices
General Ledger information so open invoices can be processed in Enterprise ERP Utility Billing
Account Information
Account Master data including previous and current customer owner information- address info, phone, fax, SSN number, FID number, account status, parcel number, location street, apartment, city, state, zip, book number, read sequence, account start and end date, EFT bank information Services
Current service codes, service status, type, factor, condo units, bill cycle codes, current deposits held on account including unpaid deposit amounts, winter usage, current meter(s) associated with service, meter readings (current and previous), meter usage (current and previous) and sales tax information.
Assessments
Assessments are improvement costs that are spread across to property owner Utility Billing conversion option 4 (balance forward AR) must also be purchased in order to convert assessments
Consumption History
History of meter readings, usage, read dates, usage days, bill amounts, bill dates, read codes Up to 5 years
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 48
Balance Forward AR
Account balance forward information converted as total amount due. If the client’s business practices require current due and past due bills this can be broken into three balance forward bills(current balance due and up to two past due balance bills).These can be converted to one balance forward charge code or separate balance forward charge codes, and converted to the account/customer, if the client’s legacy data contains this information.
If late penalties will be applied in Enterprise ERP after the conversion, balance forward amounts must be converted by charge code
Work Orders
Work Orders data associated with accounts, including meter repairs, checks for leaky meter, reread a meter due to high reading
Backflow
Account information, backflow device information, backflow type, and backflow violations Budget Billing
Converts information for budget average billing by account, customer and service. Legacy data must include: calculated budget amount by service; number of periods remaining until plan renews; budget plan balance/credit amount, broken out by service/customer; additional amortized amount by service.
Flat Inventory/Containers
Inventory for non-metered items tied to recurring service billing – flat rate is tied to inventory item(s)/item type(s) (vs consumption/usage). Trash/recycling containers, dumpsters, roll off containers, light poles, cable/internet equipment.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 49
Additional Appendices
This work package is not applicable.
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 50
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 your spot in a specific wave.
Phase Functional Area(s) Modules Duration
1 Financials
• Accounting
• Accounts Payable
• Budgeting
• Capital Assets
• Contract Management
• Project & Grant
Accounting
• Purchasing
• Accounts Receivable
• General Billing
12 Months
or as defined in the Project Plan
and mutually agreed upon
Systemwide • Enterprise Analytics &
Reporting w Executive
Insights
• Enterprise Forms
• Content Manager Core
2 Human Resources
Management
• Payroll with Employee
Access
• Human Resources &
Talent Management
• Time & Attendance w
Mobile Access
• Risk Management
12 Months
or as defined in the Project Plan
and mutually agreed upon
3 Utility Billing • Utility Billing CIS
• Utility Billing Meter
Interface
• Resident Access
12 Months
or as defined in the Project Plan
and mutually agreed upon
Exhibit E
San Clemente, CA
Tyler Technologies, Inc. Page | 51
This work package is not applicable.
Exhibit E