HomeMy WebLinkAboutA8503 - TYLER TECHNOLOGIES CONTRACT ABSTRACT
Contract
Company Name:
Company Contact:
Summary of Services:
Contract Price:
Funding Source:
Contract Term:
Tyler Technologies
Rob Kennedy-Jensen
ERP System programs being added to Tyler Munis
$28,725.00 annually for Tyler Software added
TBD
Through 6/30/2024
Contract Administration
Lead Department:
Contract Administrator:
Information Technology
Larry Klingaman
Contract Approvals
Council/City Manager Approval Date:
Minute Order/Resolution Number:
Agreement Number:
1/12/2023
A8503
Contract Compliance
Exhibits:
Signatures:
Insurance:
Bonds:
Business License:
Yes
Yes
On-file
NA
On-file
Contract prepared by:
Submitted on: 1/31/2023 By: Leigh Gileno
DocuSign Envelope ID: 9B6B848A-82D5-4444-8CC8-4740C031E427
1
AMENDMENT
This amendment (“Amendment”) is effective as of the date of signature of the last party to sign as
indicated below (“Amendment Effective Date”), by and between Tyler Technologies, Inc. (“Tyler”) and
the City of Palm Springs, California (“Client”).
WHEREAS, Tyler and the Client are parties to an agreement dated March 23, 2020 (“Agreement”); and
WHEREAS, Tyler and Client desire to amend the terms of the Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client
agree as follows:
1. The items set forth in the sales quotation attached as Exhibit 1 to this Amendment are hereby
added to the Agreement as of the Amendment Effective Date and, notwithstanding anything to
the contrary in Exhibit 1, ending coterminous with the SaaS Term as defined in the Agreement.
Payment of fees and costs for such items shall conform to the following terms:
a. The annual SaaS Fees payable under the Agreement shall be increased in the amount of
$28,725.00 for the Tyler Software added herein.
b. The first year’s annual SaaS Fees for the SaaS Services listed in this section shall be
invoiced on the Amendment Effective Date, prorated for the time period commencing
on such date and ending June 30, 2023. Subsequent SaaS Fees shall be invoiced in
accord with the terms of the Agreement.
i. Human Resources & Talent Management
ii. Payroll w/ESS
c. The first year’s annual SaaS Fees for the SaaS Services listed in this section shall be
invoiced nine (9) months after the Amendment Effective Date, prorated for the time
period commencing on such date and ending June 30, 2024. Subsequent SaaS Fees shall
be invoiced in accord with the terms of the Agreement.
i. Advanced Scheduling – Up to 250 Employees
ii. Advanced Scheduling – Mobile Access
iii. Time & Attendance – Up to 250 Employees
iv. Time & Attendance Mobile Access
d. Fees for data conversion services shall be invoiced as follows: (i) 50% upon initial
delivery of converted data, by conversion option, and (ii) 50% upon Client acceptance to
load converted data into live environment, by conversion option.
e. Unless otherwise provided herein, services identified at Exhibit 1 and added to the
Agreement pursuant to this Amendment, along with applicable expenses, shall be
DocuSign Envelope ID: 9B6B848A-82D5-4444-8CC8-4740C031E427
2
invoiced as provided and/or incurred
2. This Amendment shall be governed by and construed in accordance with the terms and
conditions of the Agreement.
3. Except as expressly indicated in this Amendment, all other terms and conditions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth
below.
Tyler Technologies, Inc. City of Palm Springs
By: By:
Name: Name:
Title: Title:
Date: Date:
DocuSign Envelope ID: 9B6B848A-82D5-4444-8CC8-4740C031E427
Rob Kennedy-Jensen
Group General Counsel
2/9/2023
2/9/2023
2/15/2023
Teresa Gallavan
Assistant City Manager
2/15/2023
Exhibit 1
3
Exhibit 1
Amendment Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to
you under the Agreement. This Investment Summary is effective as of the Effective Date, despite any
expiration date in the Investment Summary that may have lapsed as of the Effective Date. Capitalized
terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the
event of conflict between the Agreement and terms in the Comments section of this Investment
Summary, the language in the Agreement will prevail.
Sales quotation inserted on the following pages.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
DocuSign Envelope ID: 9B6B848A-82D5-4444-8CC8-4740C031E427
2021-355937-K9Y7C0 CONFIDENTIAL Page 1
Quoted By:Jennifer Wahlbrink
Quote Expiration:03/31/23
Quote Name:City of Palm Springs-ERP-Munis-
HCM
Quote Description: 12-20-22 City of Palm Springs -
HCM Suite v.6
Saas Term 2.00
Sales Quotation For:
City of Palm Springs
PO Box 2743
Palm Springs CA 92263-2743
Phone: +1 (760) 323-8299
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Human Resources Management
Advanced Scheduling - Up to 250 Employees 1 64 $ 8,062.00
Advanced Scheduling Mobile Access 1 0 $ 1,764.00
Human Resources & Talent Management 1 116 $ 7,754.00
Payroll w/ESS 1 220 $ 9,640.00
Time & Attendance - Up to 250 Employees 1 96 $ 5,298.00
Time & Attendance Mobile Access 1 0 $ 1,277.00
Sub-Total:$ 33,795.00
Less Discount:$ 5,070.00
TOTAL 496 $ 28,725.00
Professional Services
DocuSign Envelope ID: 9B6B848A-82D5-4444-8CC8-4740C031E427
2021-355937-K9Y7C0 CONFIDENTIAL Page 2
Description Quantity Unit Price Ext Discount Extended Price Maintenance
Project Management 64 $ 200.00 $ 0.00 $ 12,800.00 $ 0.00
Conversions – See Detailed Breakdown Below $ 10,800.00 $ 0.00
Onsite Implementation 128 $ 225.00 $ 0.00 $ 28,800.00 $ 0.00
Remote Implementation 368 $ 200.00 $ 0.00 $ 73,600.00 $ 0.00
TOTAL $ 126,000.00 $ 0.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 0.00 $ 0.00
Total SaaS $ 0.00 $ 28,725.00
Total Tyler Services $ 126,000.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00
Summary Total $ 126,000.00 $ 28,725.00
Contract Total $ 183,450.00
Estimated Travel Expenses excl in Contract
Total $ 9,000.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held
For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval:Date:
Print Name:P.O.#:
All Primary values quoted in US Dollars
DocuSign Envelope ID: 9B6B848A-82D5-4444-8CC8-4740C031E427
2021-355937-K9Y7C0 CONFIDENTIAL Page 3
Detailed Breakdown of Conversions (Included in Summary Total)
Description Qty Unit Price Unit Discount Extended Price
Payroll
HR Human Resources - PM Action History up to 5 years 1 $ 1,400.00 $ 0.00 $ 1,400.00
HR Human Resources - Position Control 1 $ 1,400.00 $ 0.00 $ 1,400.00
HR Human Resources - Recruiting 1 $ 1,400.00 $ 0.00 $ 1,400.00
PR Payroll - Accrual Balances 1 $ 1,500.00 $ 0.00 $ 1,500.00
PR Payroll - Accumulators up to 5 years 1 $ 1,400.00 $ 0.00 $ 1,400.00
PR Payroll - Check History up to 5 years 1 $ 1,200.00 $ 0.00 $ 1,200.00
PR Payroll - Earning/Deduction Hist up to 5 years 1 $ 2,500.00 $ 0.00 $ 2,500.00
TOTAL $ 10,800.00
Tyler Annual Discount Detail (Excludes Optional Products)
Description Annual Fee
Annual Fee
Discount Annual Fee Net
Human Resources Management
Advanced Scheduling - Up to 250 Employees $ 8,062.00 $ 1,209.00 $ 6,853.00
Advanced Scheduling Mobile Access $ 1,764.00 $ 265.00 $ 1,499.00
Human Resources & Talent Management $ 7,754.00 $ 1,163.00 $ 6,591.00
Payroll w/ESS $ 9,640.00 $ 1,446.00 $ 8,194.00
Time & Attendance - Up to 250 Employees $ 5,298.00 $ 795.00 $ 4,503.00
Time & Attendance Mobile Access $ 1,277.00 $ 192.00 $ 1,085.00
TOTAL $ 33,795.00 $ 5,070.00 $ 28,725.00
Comments
DocuSign Envelope ID: 9B6B848A-82D5-4444-8CC8-4740C031E427
2021-355937-K9Y7C0 CONFIDENTIAL Page 4
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement")
between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall
conform to the following terms:
•License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such
software available for download by the Client;
•Fees for hardware are invoiced upon delivery;
•Fees for year one of hardware maintenance are invoiced upon delivery of the hardware;
•Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available
for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting,
and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually
thereafter in accord with the Agreement.
•Fees for services included in this sales quotation shall be invoiced as indicated below.
•Implementation and other professional services fees shall be invoiced as delivered.
•Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module,
and 50% upon delivery of custom desktop procedures, by module.
•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, Tyler will invoice Client the actual services delivered on a time and materials basis.
•Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt,
where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.
Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately
following initiation of project planning.
•If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement.
•Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for
migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration
schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any
Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation,
annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If
listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual
service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the
Agreement.
•Expenses associated with onsite services are invoiced as incurred.
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.
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Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or
services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business
Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are
responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by
Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler.
Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or
more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a
Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
Personnel Actions Forms Library includes: standard Personnel Action form - New and standard Personnel Action Form - Change.
Payroll library includes: standard PR check, standard direct deposit, standard vendor from payroll check, standard vendor from payroll direct
deposit, W2, W2c, ACA 1095B, ACA 1095C and 1099 R.
Standard Project Management responsibilities include project plan creation, initial stakeholder presentation, bi-weekly status calls, updating of
project plan task statuses, and go-live planning activities.
DocuSign Envelope ID: 9B6B848A-82D5-4444-8CC8-4740C031E427
AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT (A8503) WITH
TYLER TECHNOLOGIES, INC. FOR A CLOUD BASED ENTERPRISE
RESOURCE PLANNER (ERP)
This Amendment No. 1 to the Contract Services Agreement (A8503),
("Amendment No. 1 "), is made and entered into this, 2021, by and between the
City of Palm Springs, a California charter city and municipal corporation, ("City")
and Tyler Technologies, Inc., with offices at One Tyler Drive, Yarmouth, Maine
04096 ("Contractor"). City and Contractor are individually referred to as "Party" and
are collectively referred to as the "Parties".
RECITALS
A. Contractor submitted a proposal to provide Quatred Start Kit, Quatred
Barcode Reader, Cash Drawers, Hand Held Scanners, ID Tech MiniMag USB
Reader, Printers and EnerGov Implementation and Project Management hours,
and based on its experience, education, training, and reputation, Contractor is
qualified and desires to provide the necessary services to City, under the terms of
this Agreement.
B. On March 19, 2020, City Council approved a Contract Services
Agreement (A8503) with Contractor to provide a cloud based Enterprise Resource
Planner (ERP) for an amount not to exceed $1,593,838, with an allowance of up
to 10% additional cost (not to exceed $159,383.80), and $458,186 annually
thereafter for an initial term of five years and a total of $3,585,965.80, inclusive of
annual maintenance over the five year term.
C. City has determined there is a need remove the following hardware from
the Agreement.
a. Quatred QUICK RFID Fixed Asset Starter Kit, at a contract price
of $8,425
b. Quatred RFID Reader — Quick Fixed Asset, at a contract price of
$5,330
D. City has determined there is a need to add the following hardware to the
agreement in place of what is being removed.
a. Quatred QUICK Fixed Asset Starter Kit, at a contract price of
$7,292
b. Quatred Barcode Reader— QUICK Fixed Asset, at a contract price
of $3,297
c. 2 Cash Drawers, at a contract price of $260 each
d. 3 Hand Held Scanners — Model 1950GSR, at a contract price of
$450 each
e. 3 Hand Held Scanner Stands, at a contract price of $30 each
f. 3 ID Tech Mini Mag SB Readers, at a contract price of $62 each
g. 3 Printers — Model TM-S9000, at a contract price of $1,623 each
h. 280 EnerGov Implementation hours, at a contract price of $175
each
i. 36 Project Management hours, at a contract price of $175 each
E. Contractor has submitted to City a proposal to provide Quatred Start Kit,
Quatred Barcode Reader, Cash Drawers, Hand Held Scanners, ID Tech MiniMag
USB Reader, Printers and EnerGov Implementation and Project Management
hours under the terms of this Amendment No. 1, included as Attachment 1.
F. The parties wish to enter into this Amendment No. 1 to proceed with the
addition of Quatred Start Kit, Quatred Barcode Reader, Cash Drawers, Hand Held
Scanners, ID Tech MiniMag USB Reader, Printers and EnerGov Implementation
and Project Management hours and removal of Quatred QUICK RFID Fixed Asset
Starter Kit and Quatred RFID Reader — Quick Fixed Asset.
NOW, THEREFORE, in consideration of these promises and mutual
obligations, covenants, and conditions, the Parties agree as follows:
AGREEMENT
SECTION 1. The true and correct recitals above are incorporated by this
reference herein as the basis for this First Amendment.
SECTION 2. Exhibit "A" Investment Summary is hereby amended to
included Contractor's proposals dated April 19, 2021, included as Attachments
1 and 2, and identified below.
Quatred QUICK RFID Fixed Asset Starter Kit
Quatred RFID Reader — Quick Fixed Asset
Quatred QUICK Fixed Asset Starter Kit
Quatred Barcode Reader
Cash Drawer (quantity 2)
Hand Held Scanner (quantity 3)
Hand Held Scanner Stand (quantity 3)
ID Tech Mini Mag SIB Readers (quantity 3)
Printer Model TM S9000 (quantity 3)
EnerGov Implementation Hours
Project Management Hours
Total
$-8,425.00
$-5,330.00
$ 7,292.00
$ 3,297.00
$ 520.00
$ 1350.00
$ 90.00
$ 186.00
$ 4,869.00
$49,000.00
$ 6,300.00
$59,149.00
SECTION 3. Full Force and Effect. All terms, conditions, and provisions of
the Consulting Services Agreement (A8503), unless specifically modified herein,
shall continue in full force and effect. In the event of any conflict or inconsistency
between the provisions of this Amendment No. 1 and any provisions of the
Consulting Services Agreement (A8503), the provisions of this Amendment No. 1
shall in all respects govern and control.
SECTION 4. The persons executing this Amendment No. 1 on behalf of the
Parties hereto warrant that (i) such party is duly organized and existing, (ii) they
are duly authorized to execute and deliver this Amendment No. 1 on behalf of said
party, (iii) by so executing this Amendment No. 1, such party is formally bound to
the provisions of this Amendment No. 1, and (iv) the entering into this Amendment
No. 1 does not violate any provision of any other agreement to which said Party is
bound.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Parties have executed this Amendment No.1 as of
the dates stated below.
"CITY"
City of Palm Springs
Date:...... -. By: _.......
-
JustirYClifton,
City Manager
APPROVED AS TO FORM:
By: _
J tinge.
City Attorney
2
Arron W. Brown,
Deputy City Manager
"CONSULTANT"
TYLER TECHNOLOGIES, INC.
ONE TYLER DRIVE
YARMOUTH, MAINE 04096
Date:
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61 technologies
AMENDMENT
This amendment ("Amendment') is effective as of the date of signature of the last party to sign as
indicated below ("Amendment Effective Date"), by and between Tyler Technologies, Inc. with offices at
One Tyler Drive, Yarmouth, Maine 04096 ("Tyler") and the City of Palm Springs, with a mailing address of
PO Box 2743, Palm Springs, California 92263 ("Client').
WHEREAS, Tyler and Client are parties to an agreement dated March 23, 2020 ("Agreement'); and
WHEREAS, Tyler and Client desire to amend the terms of the Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and Client agree
as follows:
1. The following hardware is hereby removed from the Agreement:
a. Quatred QUICK RFID Fixed Asset Starter Kit, at a contract price of: $8,425; and
b. Quatred RFID Reader — QUICK Fixed Asset, at a contract price of: $5,330
2. The hardware set forth in the Investment Summary attached hereto as Exhibit 1 is hereby added
to the Agreement. Fees for Hardware are due on delivery of the respective Hardware.
3. Your use of Quatred solutions is subject to the End User License Agreement terms found
here: httos://www.civatred.com/eula. By signing this Amendment, or accessing, installing, or
using Quatred solutions provided to you by Tyler, you agree that you have read, understood,
and agree to such terms.
4. This Amendment shall be governed by and construed in accordance with the terms and
conditions of the Agreement.
5. Except as expressly indicated in this Amendment, all other terms and conditions of the
Agreement shall remain in full force and effect.
• •V, •`# tyler
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth
below.
Tyler Technologies, Inc.
By:
Name:
Title:
Date:
City of Palm Springs
By:
Name:
Title:
Date:
Exhibit 1
•
• •„• tyler
•
• technologies
Exhibit 1
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
In the event a comment in the following sales quotation conflicts with a provision of this Amendment,
the provision in this Amendment shall control.
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•. technologies
SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies,Inc.and Client.
WHEREAS,Client is a member of Sourcewell(formerly known as National Joint Powers Alliance)
("Sourcewell")under member number 75934
WHEREAS,:Tyler participated in the—competitive bid process in, response to Sourcewell RFP#110515.by
submitting a proposal;on which Sourcewell awarded Tyler a Sourcewell contract;numbered 110515-TTI .
(hereinafter,the"Sourcewell Contract");
WHEREAS,documentation of the Sourcewell competitive bid process,as well as Tyler's contract with
and pricing information for Sourcewell is available at https://sou�cewell-mn.gov%cooperative- '
purchasing/;and
WHEREAS,Client desires to purchase off the Sourcewell Contract to procure Munis and EnerGov
software functionality from Tyler,which Tyler agrees to deliver pursuant to the S.ourcewell•Contract
and under the terms and conditions set;forth below;and
WHEREAS,Tyler and Client have negotiated a Statement of Work to define-the productsand services
that will be provided by Tyler pursuant to this Agreement,which Statement of Work includes all of the
functional requirements of Client that Tyler has agreed to provide in connection with the configuration
and implementation of Munis and EnerGov;
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 Services Agreement.
• "Business Travel Policy"means our business travel policy. A copy of our current:Business Travel
Policy is attached as Schedule.I to Exhibit_ B.
• "Client"means City of Palm Springs.
• "Data"means your-data necessary to utilize the Tyler Software.
e "Data Storage Capacity"means the contracted amount of storage capacity for your Data
identified in the Investment Summary.
• "Defect"means a failure of the Tyler Software to substantially conform to the functional
descriptions set forth in our written proposal to you,the current Documentation,or their
functional equivalent. Future functionality may be updated, modified,or otherwise enhanced
through our maintenance and support services,and the governing functional descriptions for
such future functionality will be set forth in our then-current Documentation.
• "Defined Users" means the number of users that are authorized to use the SaaS Services. The
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Defined Users for the Agreement areas identified in the Investment Summary.
• "Developer"means a third party who owns the intellectual property rights to Third Party
Software.
• "Documentation' means any online or written documentation related to the use;or
functionality of the Tyler Software that we provide or.otherwise make available to you, including
instructions, user guides,manuals and othertraining orself-help documentation.
•" "Effective Date" means the date by which both your and our authorized representatives have
signed the Agreement.
• "Force Majeure"means an event beyond the reasonable control of you or us,including,without
limitation,governmental action,war, riot or civil commotion,fire, natural disaster,or any other
cause that could not with reasonable diligence be foreseen or prevented by you onus. _
• 'Investment Summary" means the agreed upon cost proposal for the products and services
attached as Exhibit A.
.' 'Invoicing and Payment Policy"means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
"Phase"shall mean the particular phase of implementation of the Tyler Software and Services
asset forth in the Statement of Work.
• "Project Schedule"means the schedule for the performance of the Services asset forth in
Section C.
• "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. SaaS3ervices: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 scope of work that sets forth in detail the services to be
performed by Tyler describing how our professional services will be provided to implement the
Tyler Software,and outlining your and our roles and responsibilities in connection with that
implementation.,The Statement of Work is attached as Exhibit E.
• "Support Call Process"means the support call process applicable to all of our customers who
have licensed the Tyler Software. A copy of our current Support Call Process is attached as
Schedule 1 to Exhibit C.
• "Third Party Hardwire"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.Services"means the third party services,if any, identified in the Investment
Summary:
• `Third Party Software"means the third party software, if any, identified in the,Investment
Summary.
• ...Third Party Terms"means, if any,the end user license:agreement(s)or similar terms for the
Third Party Software,as applicable and attached as 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
s..Ay er
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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 SmS_
.Services solely for your internal business purposes for the number of Defined Users only. The Tyler
Software will be made available to you according to the terms of the SLA. You acknowledge that we
have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS
Services. You may use the SaaS Services to.access.updates and enhancements to the Tyler Software,
as further described in SectionC(9). The foregoing notwithstanding;to-the extent we have sold you
perpetual licenses for Tyler Software,if and listed in the Investment Summary„for which you are
receiving SaaS Services,your rights to use such Tyler Software are perpetual,subject to the terms
-and conditions of this Agreement including,without limitation;Section B(4). We will make any such
software available to you for download.
2. SaaS Fees. You agree.to pay us the.SaaS Fees. Those amounts:are payable in accordance with our
Invoicing and Payment Policy:. The SaaS Fees are based on the number.of Defined.Users and amount
of Data Storage Capacity. You-may add additional users oradditional data storage,capacity on the
terms set forth in Section H(1): In the event you regularly and/or meaningfully exceed the.Defined
Users or Data Storage Capacity,we,reserve the right to charge you additional fees'commensurate
with the overage(s).,Tyler-will give Client notice if it is within ten percent(10%)of its Data Storage
Capacity and the opportunity to increase such Data Storage Capacity or-purge unneeded or
histdrical data. If Client exceeds the numberof Defined Users inadvertently,.there will be no
additional charge provided that such exceedance does not recur within.the next six.(6)month
period.
3. Ownership.
3.1 We retain all ownership and intellectual property rights to theSaaS Services,the Tyler Software, .
and anything developed by us under this Agreement. You do not acquire under this Agreement
any license to use the Tyler Software in excess of the scope and/or-duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied byyour employees for
internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to.the Data. You expressly recognize
that except to the extent necessary to carry out our obligations contained in this Agreement,we
do not create or endorse any Data used in connection with the SaaS Services.
4. Restrictions.You may not:(a) make'the Tyler Software or Documentation resulting from the SaaS
Services available in any mannerto any third party for use in the third party s'business operations;
(b) modify,make derivative works of,disassemble, reverse compile,or reverse engineer any part of
the SaaS Services; (c) access or use the SaaS Services in order to build or support,.and/or assist a
third.party in building or supporting, products or services competitive to us;or(d).license,sell, rent,
lease,transfer,assign;distribute,display, host,outsource,disclose, permit timesharing or service
bureau use,or otherwise commercially exploit or make the SaaS Services,Tyler Software,or
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Documentation available to any third party other than as expressly permitted by this Agreement.
5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the
term of this Agreement. If the Tyler Software does not perform,as warranted,we will use all,
reasonable efforts,consistent with industry standards;to cure the Defeetin accordance with the
maintenance and support process set forth in Section C(9), below,the SlA and our then current
Support Call Process.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on
Standards for Attestation Engagements("SSAE") No. 18.We have attained,and will maintain,
SOC 1 and SOC 2 compliance,or its equivalent,for so long as you are timely.paying for SaaS
Services.. Upon execution of mutually agreeable Non-Disclosure Agreement("NDA"),we will
provide you with a summary of our compliance report(s)or its equivalent. -Every year.
thereafter,for so long as the NDA is in effect and in which you make a written request,we will
provide that same information.
6.2'You will be hosted on shared hardware in a Tyler data cent eror in a third-party data center. In
either event,databases containing your Data will be dedicated to you and inaccessible to our
other customers.
6.3 We have fully-redundant telecommunications access,electrical power,and the required
hardware to provide access to the Tyler Software in the event of a disaster or component
failure. In the event any of your Data has been lost or damaged due to.an actor omission of
Tyler or its subcontractors or due to a defect in Tyler's software,we will use.best.commercial
efforts to restore all the Data on servers in accordance with the architectural design's
capabilities and with the goal of minimizing any Data loss as greatly as possible. In no case shall
the recovery point objective("RPO")exceed a maximum of twenty-four(24) hours from
declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable
period during which your Data may be lost,measured in relation to a disaster we declare,said
declaration will not be unreasonably withheld.
6.4 In the event we declare a disaster,ourRecovery Time Objective("RTO".) is twenty-four(24)
hours. For purposes of this subsection, RTO represents the amount of time,after we declare a
disaster,within.which your access to the Tyler Software must be restored.
6.5 We conduct annual penetration testing of either the production network and/or web
application to be performed. We will maintain industry standard intrusion.detection and
prevention systems to monitor malicious activity in the network and to log and block any such
activity. We will provide you with a written or electronic record of the actions taken by us in the
event that any unauthorized'access to your database(s) is detected as a result of our security
protocols. We will undertake an additional security audit,on terms and timing to be mutually
agreed to by the parties,at your written request. You may not attempt to bypass or subvert
security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information,and
unauthorized vulnerability and penetration test scanning of our network and systems (hosted or
otherwise) is prohibited without the prior written approval of our IT Security Officer.
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6.6 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific.
Should you request a client-specific.disaster recovery test,we will work With you to schedule
and execute such a test on a mutually agreeable schedule. At your written.request,We will
provide test results to you within a commercially reasonable timeframe after receipt of the
request.
6.7 We,will be responsible for importing back-up and verifying that you'can log-in. You will be
responsible for running.reports and testing critical processes to verify the returned Data.
-6.8 We provide secure Data transmission paths between each of your workstations and our servers.
6.9 Tyler data,centers are accessible only by authorized personnel with'a unique key entry.All other
visitors to Tyler data centers must be signed in and accompanied by authorized personnel.
Entry attempts to the data center;are regularly audited'by internal staff and external auditors to
ensure no unauthorized access.
6.10 Where applicable'With respect to our applications that take or process card payment data;we
are responsible.for the security of cardholder data that we possess,.including functions relating
to storing, processing,and transmitting of the cardholder,data and affirm that, as of the
Effective Date,we comply with applicable requirements to be considered PCI DSS compliant and
.have performed the necessary steps to validate compliance with the PCI DSS:We agree to
supply the current status of our PCI DSS compliance program in the form of an official
Attestation of:Compliance,which can be found at https://Www.tylerte,ch.com/about--
us/compliance,and in the event of any change in our status,will comply with applicable notice
requirements.
6.11 Upon your advance:written notice,we will provide for electronic download a full back up of all
Data which is hosted on our servers within five (5) business of days.-We reserve the right to
charge you an administrative fee depending on the frequency of your requests.
SECTION C"OTHER PROFESSIONAL SERVICES
1. Other Professional Services.We will provide you with qualified personnel familiar with Tyler'
Software to provide Services.The fees for and quantity of Services will be as set forth in the
Investment Summary.You will,receive.those services as described in the Statement of Work„which
outlines roles and responsibilities in calendar and project documentation.
2. .'.Professional Services Fees. You agree to pay us the professional services fees in the amounts set
forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and
Payment Policy. You acknowledge that the fees stated in the,Investment Summary are good-faith
estimates of the amount of time and materials required for your implementation. We will bill you
the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the
total values set forth in the Investment Summary will be resolved by multiplying the applicable
hourly rate by the quoted hours.
1. .Proiect Staffing. We agree to the following regarding our personnel:
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3.1 Services will be provided by our personnel in accordance with the requirements of the
Statement of Work.
3.2 As a general principal,Tyler will use reasonable efforts to maintain the continuity of its
personnel to provide a team that is knowledgeable about the requirements of the Client in
connection.with carrying out the Services. In the event any of our personnel are, in your
reasonable opinion,uncooperative, inept,incompetent,or otherwise do not conform to the
warranties herein,we will be given an opportunity to correct the deficiency. In the event the
deficiency persists,you may request via written request to us,the removal of the personnel in
question. We will work towards a mutually agreeable remedy in the event of a change in
personnel, including managing the effect upon the timelines and milestones set forth in the
Statement of Work and the Project Schedule. The replacement personnel will be timely
assigned. Replacement personnel shall,at no additional cost to you,devote sufficient time to
becoming familiar with the project before delivering services to you.
3.3 We will make commercially reasonable efforts not to remove our personnel during your
implementation. If we determine such a removal is necessary,we will replace and assign a
replacement as soon as reasonably possible.
4. 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, if and as.
applicable)required for the project based on our understanding of the specifications you supplied.
If additional work is required beyond the scope as described herein,or if you request additional
services,we will provide you with an addendum_or change order;as applicable,outlining the costs.
for the additional work and any impact on the Project Schedule: The price quotes in the addendum
or change order will be valid for thirty(30)days from the date of the quote.
5. Cancellation. If travel is required,we will make all reasonable efforts to schedule travel for our
personnel, including arranging.travel reservations, at least two(2)weeks in advance of
commitments. Therefore,if you repeatedly cancel mutually scheduled services less than two(2)
weeks in advance(other than for Force Majeure or breach by us),you will be liable for all (a) non-
refundable expenses incurred by-us on your behalf,and (b)daily fees associated with cancelled
professional services.if we are unable to reassign our personnel. We will make all:reasonable efforts
to reassign personnel in the event you cancel within two (2)weeks of scheduled commitments.
6. Services Warranty. We will perform the services in a professional,workmanlike manner,consistent
with industry standards and the requirements set forth in the Statement of Work. We further agree
at all times to maintain an adequate staff of experienced and qualified employees for efficient
performance under this Agreement. 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.
7. Covenants ofTvler.
7.1 Tyler agrees that all persons working for or on behalf of Tyler whose duties bring them upon the
Client's premises shall obey the rules and regulations that are established by the Client and
communicated to Tyler in advance of the Effective Date and shall comply with the reasonable
directions of the Client's officers.
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7.2 Tyler agrees that, in the event of an accident caused by Tyler,Tyler will timely notify the Client's
contact person and thereafter, if requested,furnish a full written report of such accident.
7.3 Tyler shall perform the services contemplated in the Agreement without interfering in any way
with the activities of the Client's staff.or visitors, except as reasonably necessary to perform the
requirements of this Agreement.
7.4 Tylerand its employees or agents shall have the right,to"use only those facilities of the Client
that are reasonably necessary to perform services under this Agreement and shall have no right
to access any other facilities of the.Client.The Client shall also extend'parking privileges to
properly identified members of Tyler's full-time staff on the same basis as they are extended to
the Client's staff
8. Site Access and Requirements. At-no cost to us;you agree to provide us with full and free access to
your personnel,facilities,and equipment as may be reasonably necessary for us to provide
implementation services,subject to any reasonable security protocols or other written policies
provided to us as of.the Effective Date,.and thereafter as mutually agreed to by you and us.
9. Background Checks; For at least the past twelve(12)years,all of our employees.have undergone
criminal background checks prior to hire.All employees sign our confidentiality agreement and
security policies.
10.-Client.Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative'
process requiring the time and resources of your personnel. You agree to.use all reasonable efforts -
to cooperate with and assist us as may be reasonably required to meet the agreed upon project
deadlines and other milestones for implementation as agreed.to in the Project Schedule. This
cooperation includes at least.working with us to schedule the implementation-related services
outlined in this Agreement and the Statement of Work: We will not be liable-for failure to meet any
deadlines and milestones when such failure is due to Force Niajeure or to the failure by your
personnel to provide such cooperation and assistance(either through action or omission).
Notwithstanding the foregoing,in the event that your personnel have.not provided cooperation or
information necessary for Tyler to timely perform the Services,Tyler will give prompt written notice .
of such failure and the expected impact on the Project Schedule to you so that.you can take
remedial action.
11. Project Schedule/AccebtanceTesting.
11.1 The parties will develop a project schedule that details both Tyler and Client's responsibilities,
timeline for project activities, phases,milestones,and deliverables("Project Schedule".) in.
connection with Tyler's performance of the Services.The Project Schedule should be in
sufficient detail to specify the.deliverables,conversion,training,testing, acceptance,
configuration, modification, integration,and live operation activities.The Project Schedule will
comply with any agreed upon major milestones or project completion dates.
11.2 In an effort to ensure that smooth implementation of the Services and assist the Parties in
adhering to the Project Schedule,as the same may be revised from time to time in accordance
with the Statement of Work,Tyler has agreed to assign an experienced project manager that
has multiple successful implementations of the Tyler Software being acquired by Client.
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11.3 Tvler Software Acceptance. The Client will use the following acceptance process for each
Phase,as defined in the Statement of Work:
11.3.1 At the end of each Phase, Client will haven maximum of a thirty(30)calendar day
"Test Period"to test the Tyler Software in live production that is made available
during such.Phase as part of the SaaS Services and report documented Defects. If
there are no Defects reported during the Test Period the Client shall.issue "Phase
Acceptance. If Client reports a documented Defect during the Test Period,Client will
notify Tyler in writing.Tyler will correct the Defect(s)or provide a mutually agreeable
plan for future resolution of any Defect(s).A dispute with respect to the plan shall be
addressed pursuant to the Dispute Resolution Process of this Agreement. Upon
resolution of a Defect during the Test Period,Client may re-perform testing for a
maximum of fifteen (15)calendar days. This procedure shall repeat until all Defects
have either been resolved or the Client and Tyler, reasonably have developed a
mutually agreeable schedule for Defect resolution,at which point the Client shall issue
Phase Acceptance.
11.3.2 Upon the'completion of Phase Acceptance for all Phases set forth in the Statement of
Work;Client will have a maximum of a ninety(90) calendar day"Test Period"to test
the Tyler Software in live production that all'Phases of the Tyler Software.are properly.
- functioning together as an integrated system; including any interfaces that are being ..
provided by Tyler pursuant to therStatement of Work,and report documented
Defects. If there are no Defects reported during the Test Period the Client shall issue
"Final Acceptance." If Client reports a documented Defect during the Test Period of
the live production testing,Client will notify Tyler in writing.Tyler will.correct the
Defect(s)or provide a mutually agreeable plan for future resolution of any Defect(s).A
dispute with respect to the plan shall be addressed pursuant to the Dispute Resolution
Process of this Agreement. Upon resolution of a Defect during the Test Period, Client
may re.perform testing for a maximum of fifteen'(15)calendar days. This procedure
shall repeat until all Defects,have either been resolved orthe Client.and Tyler; -
reasonably cooperating, have developed a mutually agreeable schedule for Defect
resolution,at which point the Client shall issue Final Acceptance. This process shall
repeat for all Phases. Upon "Phase Acceptance"of the last Phase of the project and
Final Acceptance, Client shall issue"Project Closure."
12.'Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing
and Payment Policy,then in addition to the terms set forth in the SLA and the Support Call Process,
we.will:
12.1 perform our maintenance and support obligations in a professional;good, and
workmanlike ma6ner,.consistent with industry standards,to resolve Defects in the Tyler
Software (limited to the then-current version and the immediately prior version);
12.2 provide telephone support during our established support hours;
12.3 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;
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12.4 make available to you all major and minor releases to the Tyler Software(including
updates and enhancements)that we make generally available without additional charge to
customers who have a maintenance and support agreement in effect;and:.
12.5 provide-non-Defect resolution support of prior releases of the Tyler Software in-
accordance with:our then-current life cycle policy. -
We will useall reasonable efforts to.perform,support"services remotely.Currently,we use a third-party'
secure unattended connectivity tool called Bomgar,as well at GotoAssist by Citrix. Therefore,you agree
to maintain a high-speed internet.connectioncapable:of connecting us to your PCs and server(s). You
agree to provide us with a login account and local administrative privileges as we may reasonably
require to perform remote services. •We,will,::at our option,•use the secure connection.to assist with
proper diagnosis and resolution,subject to any reasonably;applicable security protocols. if we cannot:
resolve a support issue remotely,we maybe required to provide onsite services. In such event,we will
be responsible for our travel expenses, unless it is determined that the reason onsite support was
required was a-reason outside ourcontrol. Either way,you agree to provide us with.full and free access. .
to the Tyler Software,working space,adequate facilities within reasonable distance from the.
equipment,and use of machines,attachments;features,or other equipment reasonably necessary for '
us to provide the maintenance and support;services,all at-no charge to us. We strongly recommend
that you also maintain your VPN for backup connectivity purposes.
For the avoidance of doubt;SaaS Fees do not include the following services: (a)onsite:support(unless.
Tyler cannot remotely correct a Defect in the Tyler Software,as set forth above); (b)_application design
(c)other consulting services;or(d)support outside our normal business hours as listed in.our then-
current Support Call Process. Requested service's such as those outlined in this section will be billed to
you on a time and materials basis at our then current rates. You'must request those services with at
least one(1)weeks'advance notice.
SECTION D—THIRD PARTY PRODUCTS
1. Third Party Hardware. We will sell,deliver,and-install onsite the Third Party.Hardware;if you have
purchased any;for the price set forth in the Investment Summary. Those amounts are payable in
accordance with our.Invoicing and Payment Policy.
2. Third Partv:Software. As part of the SaaS Services,you will'receive access to the Third Party
Software and related documentation for internal business-purposes only. Your rights to the Third
Party Software will be governed by the Third Party Terms.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant access to the Third Party Software.
3.2 The Third Party Hardware will be new and unused,and upon payment in full,you will receive
free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products.We do not
warrant or'guarantee the performance of the Third Party Products. However,we grant and pass'-;
through to you any warranty that we may receive from the Developer or supplier of the Third
9
Party Products.
4. Third Party Services. If you have purchased Third Party Services,those services will be provided
independent of Tyler by such third-party at the rates set forth in the Investment Summary and in
accordance with our Invoicing and Payment Policy.
SECTION E-INVOICING AND PAYMENT;INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in
the Investment Summary per our Invoicing and Payment Policy,subject to Section E(2).
2. Invoice Disputes. If you.believe any delivered software or-service does not conform to the
warranties in this Agreement,you will provide us with written notice within thirty(30)days of your
receipt of the applicable invoice. The written notice must contain-sufficient detail of the issues you
contend are in dispute so that we can confirm the issue and respond to your notice with either a
justification of the invoice,an adjustment to the invoice,or a proposal addressing the issues
presented in your notice. We will work together as may be necessary to develop an,action plan that
outlines reasonable steps to be taken by each of us to resolve any issues.presented in your notice.
You may only withhold payment of the amounts)actually in dispute, and only those amounts,until
we complete the action items outlined in the plan. If we are unable to complete the action items
outlined in the action,plan because of your failure to complete the items agreed to be done by you,
then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS ..
Services,including maintenance and support services, if you fail to pay an,invoice not disputed as
described above within fifteen (15)days of notice of our intent to do so.
SECTION F—TERM AND TERMINATION
1. Term. The initial term of this Agreement is five(5)years from the first day of the first month
following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the
initial term,this Agreement will renew automatically for additional one (1)year renewal terms at
our then-current SaaS Fees unless•terminated in writing by either party at least sixty(60) days prior
to the end of the then-current renewal term. Your right to access or use the Tyler Software and the .
SaaS Services will terminate at the end of this Agreement.
2. Termination. This Agreement may be terminated as set forth below. In the event of termination,
you will pay us for all undisputed fees and expenses related to the software, products,and/or
services you have received,or we have incurred or delivered, prior to the effective date of
termination. Disputed fees and expenses in all terminations other than your termination for cause
must have been submitted as invoice disputes in accordance with Section E(2).
2.1 Failure to Pay SaaS Fees. You acknowledge that continued.access to the SaaS Services is
contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees,we
may discontinue the SaaS Services and deny your access to the Tyler Software. We may also
terminate this Agreement if you don't cure such failure to pay within forty-five (45)days of
receiving written notice of our intent to terminate.
2.2 For Cause. You may terminate.this Agreement for cause in the event we do not cure,or create
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a mutually agreeable action plan to address,a material breach of this Agreement within the
forty-five(45) days of receiving written notice of the alleged breach.You agree to comply with .
Section H(3), Dispute Resolution, prior to termination.
2.3 Force Maieure: 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.
2.5 Fees for Termination without.Cause during Initial Term. If you terminate this Agreement during
the initial term for any reason other than cause,Force Majeure,or lack of appropriations,or if
we terminate this Agreement during the initial term for your failure to pay SaaS Fees,you shall
pay us the following early termination fees:
a. if.you terminate during the first year of the initial term, 100%'of the SaaS Fees through_ -
the date_of termination plus 25%of the SaaS Fees then due for the remainder of the
initial term;
b. if you terminate during the second year of the initial term, 100%'of the SaaS Fees
through the date of termination plus 15%of the SaaS Fees then due for the remainder
of the initial term;and
c. if you terminate after the second year of the initial term, 100%of the SaaS Fees through
the date of termination plus 10%of the SaaS Fees then due for the remainder of the
initial term.
SECTION G-INDEMNIFICATION;LIMITATION OF LIABILITY AND INSURANCE.
1. Intellectual Prooertv Infringement Indemnification.
1.1 We will defend you against any third parry claim(s)that the Tyler Software or Documentation
infringes that third party's patent, copyright,ortrademark;or misappropriates its trade secrets,
and will pay the amount of any resulting adverse final judgment(or settlement to which we
consent). you must notify us.promptly in writing of the claim and give us sole control over its
defense or settlement: You agree to provide us with reasonable assistance_,cooperation,and
information in defending the claim at our expense..
1.2 Our obligations under this Section G(1)_will not apply to the extent the claim or adverse final
judgment is based on your use of the Tyler Software in.contradiction of this Agreement,
including with non-licensed third parties;or your willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim.related to the
Tyler Software,we may,at our expense and without obligation to do so, either: (a) procure for
you the rightto continue its use; (b)modify it to make it:non-infringing;or(c) replace it with a
functional equivalent,in which case you will stop running the allegedly infringing Tyler Software
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11
immediately. Alternatively,we may decide to litigate the claim to judgment,in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
is enjoined by a.court of competent jurisdiction, in addition to paying any adverse final
judgment(or settlement to which we consent),we will, at our option,either: (a) procure the
right to continue its use;(b) modify it to make it non-infringing; or(c) replace it with a functional
equivalent. This section provides your exclusive remedy for third party copyright, patent,or
trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify, hold harmless,and defend 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)directly arising out of (a) personal injury,or
property damage to the extent caused by our negligence or willful misconduct;or(b)our
violation of PCI-DSS requirements or a law applicable to our performance under this.Agreement.
You must notify us promptly in writing of the claim and give us sole control over its defense or
settlement. You agree to provide us with reasonable assistance,cooperation, and information
in defending the claim at our expense.
2.2 To the extent permitted by applicable.law,you will indemnify,hold harmless and.defend 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)directly
arising out of personal injury or property damage to the extent caused by your negligence or
willful misconduct;or(b)your violation of a law applicable to your performance under this
Agreement.We will notify you promptly in writing of the claim and:will give you sole control
over its defense or settlement. We agree to provide you with reasonable assistance,
cooperation,and information in defending the claim at your expense.
2.3 The indemnifying party shall assume the defense of the indemnified party pursuant to the
provisions of the paragraphs above within thirty(30)days of receipt of written notice,or sooner
as reasonably necessary,and shall reimburse the indemnified party for any legal cost or
expense, including attorney's fees, reasonably incurred by the,indemnified party prior to the
assumption of such defense. The indemnified party shall have the right to participate in the
defense with counsel of its own choice and at its own cost. The indemnifying party shall not
enter into any settlement of a claim requiring payment by the indemnified party or actions
otherwise not contemplated herein without the written agreement of the indemnified party.
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.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT,WHETHER BASED ON A THEORY
OF CONTRACT OR TORT,INCLUDING NEGLIGENCE AND STRICT LIABILITY,SHALL BE.LIMITED TO
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YOUR ACTUAL DIRECT DAMAGES,NOT TO EXCEED (A)DURING THE INITIAL TERM,ASSET FORTH
IN SECTION F(1),TWO (2) MULTIPLI ED,BY THE TOTAL FEES AMOUNT-LISTED IN THE INVESTMENT
SUMMARY;'OR(B) DURING ANY RENEWALTERM,TWO(2) MULTIPLIED THETHEN-CURRENT
ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE
THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION
OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW,THE EXCLUSION
OF CERTAIN DAMAGES,AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL
PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO
CLAIMS THAT ARE SUBJECT TO SECTIONS G(1)AND G(2).
S. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL,INCIDENTAL, PUNITIVE,INDIRECT,OR
CONSEQUENTIAL DAMAGES WHATSOEVER,EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement;we agree to maintain
the following levels of insurance:(a)Commercial General Liability of at least$1,000,000,"per
occurrence and$2,000,000 in aggregate; (b)Automobile Liability of at least$1,000,000 combined
single limit, (c) Professional Liability of at least$5,000,000;(d)Workers Compensation complying-
with applicable statutory requirements;and (e) Excess/Umbrella Liability of at least$8,000,000. We
will add youas an additional insured to our.Commercial General Liability and Automobile Liability
policies,which.will automatically add.you;as an additional.insured to our Excess/Umbrella Liability
policy as well. We will provide you with copies of certificates of insurance upon your written
request.
SECTION H—GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates
set forth in the Investment Summary,for twelve(12)months'from the Effective Date by executing a
mutually agreed addendum. If no.rate is provided in the Investment Summary,or those twelve (12)
months have expired,you may purchase additional products and services at our then-current list
price,also by executing a mutually agreed addendum. The terms,of this Agreement will control any
such additional purchase(s),unless otherwise specifically provided in the addendum.
2.. •Optional.Items. Pricing.for any listed optional products and services in the Investment Summary will
be valid for twelve(12) months from the Effective Date.
3. Dispute Resolution.
3.1 You agree to provide us with written notice within thirty(N)days of becoming aware of a
dispute._ You agree to cooperate with us in trying to reasonably resolve all disputes,including, if.
requested by either party,appointing a senior representative to meet and engage in.good faith
negotiations with our-appointed senior representative.'Senior representatives will convene
within thirty(30) days of the written dispute notice, unless otherw&.agreed: All meetings and
discussions between senior representatives will be deemed confidential settlement discussions
not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule.
If we fail.to resolve the dispute,then the parties shall participate in non-binding mediation in an
effort to resolve the dispute. If the dispute remains unresolved after mediation,then either of
us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing
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in this section shall prevent you or us from seeking necessary injunctive relief during the dispute
resolution procedures.
3.2 In the event that the parties are unable to resolve differences, and after exhausting the
escalation procedures set forth in sub-section 3.1 above,all disputes arising from this
Agreement shall be resolved through the courts referenced in sub-section 24 below.
4. Taxes. The fees in the Investment Summary do not include any taxes,including;without limitation,
sales, use,or excise tax. If you are a tax-exempt entity,you agree to provide us with a tax-exempt
certificate. Otherwise,we will.pay all applicable taxes to the proper authorities and you will
reimburse us for such taxes. If you have a valid direct-pay permit,you agree to provide us with a
copy. For clarity,we are responsible for paying our income taxes, both federal and state,as
applicable,arising from our performance of this Agreement.
5. Nondiscrimination. We will not discriminate against any person employed or applying for
employment concerning the performance of our responsibilities under this Agreement. This,
discrimination prohibition will apply to all matters of initial employment;tenure,and terms of
employment, or otherwise with respect to any matter directly or`indirectly relating to employment
concerning race,color, religion;national origin,age,sex,sexual orientation,ancestry,disability that
is unrelated to the individual's ability to perform the duties of a particular job or position, height,
weight,marital status;or political affiliation. We will post,where appropriate,all notices related to
nondiscrimination as may be required by applicable law.
6. E-Verify. We have complied,and will comply,with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your
project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior
written consent,not to be unreasonably withheld.You shall have the right to approve all
Subcontractors we assign,if any,to fulfill our roles and responsibilities defined in the Statement of
Work. In the event any subcontractor is, in your opinion, uncooperative,inept, incompetent,or
otherwise do not conform to the warranties herein,we will be given an opportunity to correct the
deficiency. In the event the deficiency persists,you may request the removal of the subcontractor
in question. We will work towards a mutually agreeable remedy in the event of a change in
subcontractor, including managing the effect upon the timelines and milestones set forth in the
Statement of Work and the Project Schedule. The.replacement subcontractor will be timely
assigned. Replacement subcontractor shall,at no additional cost to you,devote sufficient time to
becoming familiar with the project before delivering services to you.
8. Binding Effect: No Assignment. This-Agreement shall be binding on,and shall be for the benefit of,
either your or our successor(s)or permitted mign(s).Neither party may assign this Agreement
withoutihe prior written consent of the.other party;provided, however,your consent is not
required for an assignment by us as a result of a corporate reorganization, merger,acquisition,or
purchase of substantially all of our assets.
9. Force Maieure. 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
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ten (10)business days of the Force Majeure event,the party whose performance is delayed provides
the other party with written notice explaining the cause and extent thereof,as-well as a request for
a.reasonable time extension equal to the estimated duration of the Force Majeure event. under no
circumstances shall delays caused by a force majeure extend beyond one hundred twenty(120) days
from the scheduled delivery.or completion date of a task, unles's written approval is received.from
the other party. Either party shall have the right to terminate the Agreement if force majeure
suspends performance of scheduled tasks by one or more parties for a period of one hundred-
twenty(120)•or more days from the scheduled date of the task.
10:'No Intended Third.Party'Beneficiaries: This Agreement is entered into solelyforthe benefit of you
and us. No third party Will be deemed a beneficiary of this.Agreement, and no third party will have
the,rightto' make any claim or.assert any, right under this Agreement. This provision does not affect
the rights of third parties under any Third Party Terms.
11. Entire Agreement;Amendment. This Agreement represents the.entire agreement between you and
us with respect to the subject matter hereof, and supersedes any prior agreements, understandings,
and representations,whetherwritten,oral,expressed, implied,orstatutory. 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,and any
change in the scope of services, including pricing and schedule may only be modified by a written
amendment signed by an authorized representative of each party.We will not be entitled to any
fees for any work outside:of the scope of this Agreement without a written amendment or change
order or other written agreement by you. .
12..Severability. If any term or provision of this Agreement is held invalid orunenforceabl6 the
remainder of this Agreement will be co_ nsidered valid and enforceable to the fullest extent
-permitted bylaw..
13. No Waiver. In the event that the terms'and conditions of this Agreement are not strictly enforced
by either party,such non-enforce'riment will not act as or be deemed to act as a waiver or
modification of this Agreement, norwill such non-enforcement prevent such party from enforcing.
each and every term of this Agreement thereafter.
14.1 Independent Contractor. We are an independent contractor for all purposes under this Agreement.
15. Notices. All notices or communications required.or permitted as a part of this Agreement,such as
notice of an alleged material breach for a termination for cause,or dispute that must be submitted
to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the
following: (a) actual receipt by the receiving party; (b) upon receipt by sender of proof of delivery.by '
an overnight courier or agent of the receiving party; (c) upon.receipt by sender of a return e-mail as
proof of email delivery. Notices will be addressed to the other party at the address set forth on the
signature page hereto or such'other address as the party may have designated by proper notice.
The consequences for the failure to receive a notice due to improper notification by the intended ,
receiving party of a change in address will be.borne by the intended receiving party. Where formal
notice is not required,the parties may communicate via electronic mail,video conference or
telephonically on a day to day basis with respect to the implementation of the Agreement.
16. Advertising and Client Lists. Tyler shall not use, in its external advertising, marketing programs,or
'other promotional efforts,any.data, pictures,or other representation of the Client unless.Tyler
receives specific written authorization in advance from the Client's City Manager. However, nothing
15
,
in this clause shall preclude Tyler from listing the Client on its routine client list for matters of
reference.
17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of
such,information could violate rights to private individuals and entities, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be
confidential and includes,without limitation, personal identifying information (e.g.,social security
numbers)and trade secrets, each as defined by applicable state law. Client Data will be treated as
confidential information. Each party agrees that it will not disclose any confidential information of
the other party and further agrees to take all reasonable and appropriate action to prevent such-
disclosure by its employees or agents. The confidentiality covenants contained herein will survive
the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to
information•that:
(a) is in the public domain,either at the time of disclosure or afterwards,except by breach of
this Agreement by a party or its employees or agents;.
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure; .
(c) a party receives from a third party who has a right to disclose it to the receiving party;or
(d) is the subject of a legitimate disclosure request under a court order or other legal process.or
the Public Records Act or similar applicable public disclosure laws governing this Agreement;
provided, however,that in the event (i)a party receives a court order or other legal
process, it will notify the other party and cooperate with such party to obtain a protective
order;and (ii) if Client receives an open records or other similar request,you will give us
prompt notice and apply such exceptions to disclosure as may be applicable.
18. Business License.We will be responsible for obtaining any licenses or approvals necessary to do
business in the State of California. In the event a local business license is required for us to perform
services hereunder,you will promptly notify us and provide us with the necessary paperwork and/or
contact information so that we may timely obtain such license.
19. Governing Law&Compliance with Laws,Rules and Regulations.
20.1 This Agreement will be governed by,and construed in accordance with the laws of the State of
California,without regard to its rules on conflicts of law.The venue for any action brought to
enforce the terms of this Agreement will be brought in the Superior Court of the County of
Riverside,State of California or the Federal District Court for the Central District of California
located in Riverside,California,as appropriate.
20.2 We will comply with applicable laws, rules and regulations in effect as of the Effective Date,
and the software,services,and fees set forth in the Investment Summary account for those
compliance efforts based on the mutually agreed scope of the project. Our compliance
includes support for the reports we make available as of the Effective Date.We may also
provide compliance updates of general applicability to users of the Tyler Software from time
to time at no cost to you as further described in the Maintenance and Support Agreement. In
the event any applicable laws,rules or regulations change or are created after the Effective
t . tyler
16
Date,and.we determine that compliance will create,additional Work for us hot provided for in
thisAgreement,Section C(4)will apply.The change order-may itemize a on cost-for
compliance, or may set forth a commensurate adjustment to your ongoing maintenance and
support fees.We-also reserve the right to negotiate With you an adjustment to other terms
and conditions in the Agreement that are.impacted,.by the change in applicable law, rule or
regulation,your consent to such adjustment not to be unreasonably withheld
2d. Multiple OrieinalsAnd 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, pliotocopied,or similarly.reproduced signature on this Agreement or any amendment
hereto will be deemed an original signatureand will be fully enforceable es if an original signature.
Each party represents.to the other that the signatory set forth below is duly authorized to bind that
party to this Agreement...
21'. Cooperative Procurement. To the maximum extent permitted by applicable law,we agree that this
Agreement maybe used as a cooperative procurement vehicle by eligible jurisdictions. We reserve
the right to negotiate and customize the terms and conditions setforth herein', including but not
limited.to.pricing,to the scope and circumstances of that cooperative procurement.
22. Survival. All duties and responsibilities of any party that, either expressly or by their nature,extend
into the future,shall extend beyond and survive the end of the contract.term or cancellation of this
Agreement.
23. Non-Collusion. Tyler hereby represents and agrees that it has in noway entered into any contingent
fee arrangement With any firm,employee of the Client,or other person or entity concerning the
obtaining of this Agreement. In addition,Tyler agrees that a duly authorized Tyler representative will
sign a non-collusion affidavit,in a form acceptable to Client that Tyler has not received from Client
- YiQYfIQZv19N49it .
any incentive or special payments,or considerations not related to the provision of the Software
and services desc1 eCw-tb&&g=ment. 1AP01 OT eA G3 JOR1gA
24. Conflict of Interest. Tyler shall not knowingly employ,as a director,officer,employee;agent,or '
subcontractor any elected.or.appointed official of the Client or anyvriember-of-hisfMei irnivie te"
family. CflAY 113
25. Contract Documents. This Agreement includes the following exhibits:."
Exhibit Investment Summary
Exhibit B Invoicing and.Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1:Support Call Process
Exhibit D Third Party Terms ---._
Exhibit E Statement of Work
17
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. of Palm Springs
By: By:
Name: . i"a"'�rr r "" Name: . .
Title: . �.1 ✓I r L 1 '4T ' ` �"� Title:_��� i✓�rR
Date: Date �.
Address for-Notices: Address for Notices:
Tyler Technologies,Inc. City of Palrri Springs
One Tyler Drive PO Box 2743
Yarmouth, ME 04096 Palm Springs, CA 92263
Attention:Chief Legal Officer Attention:Director of Information Technology
APPROVED BY CRY COUNCIL
APPROVED AS TO FORM ABU .59 ? lj' Q
WYATIORNEY
ST.
ity Clerk
_y. tyi
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Exhibit A,
. .®. tyler
0 �techiiologies.
Exhibit A
investment Summary
. . The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized,terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
'c,,vtyler
�� Quoted By: Jennifer Wahlbrink
00
��ta tyl.er Date: 3/5/2020
technologies Quote Expiration: 6/17/2020
Quote Name: City of Palm Springs-ERP-Mums
Quote Number: 2019-99623-2
Quote Description: 2-10-20 v.4-5yr SaaS
Sales Quotation For
City of Palm Springs
PO Box 2743'
Palm Springs,CA 92263-2743 -
Phone+l(760)323-8299
Saas One Time Fees
D- D. . Conversion
Financial:
Accounting/GL 5.0 $47.486.0.0 160 $28,000:00 $15,300.00
Accounts Payable 5.0 $13,600.00 48 $8,400.00, $0:00
Budgeting 5.0 $13i660:00 48 $8,400.00 $0.00.
Capital Assets 5.0 $12;522.00 64 $11,200.00, $3,500:00
Cash Management 5.0 $9,366.00. .40 $7,000.00 $0.00.
1Gontract Management 5.0 $5;773.00 32 $5,600.00- $S;000l00
Employee Expense Reimbursement 5.0. $5,316.00 56 $9,800.00 $0.00
Inventory 5.0 $12',162.00 64 _$11,200.001j $5;600.00
Project&Grant Accounting 5.0 $9,702:00 48 $8,400.00 $5,000.00
;Purchasing 5.0 $21,855:00 144 $25;200.00 $3,000.00
Quatred Asset Scanning Interface 5.0 $2,501.00: .24 $4,200.00• $0.00
,Quatred Inventory Scanning Interface 5.0 $2;501.00 24 $4,200.00 $0.00
Revenue:
Accounts Receivable 5.0 $10,969.00 104 $18,200.00 $0:00
iGeneralBilling_ 5.0 $6,440.00 56 $g,800.00i $9,800.00
Tyler Cashiering 5.0 $18,021.00 56 $9,800.00 $0.00
2019-99623-2-2-10-20 VA-.5yr SaaS CONFIDENTIAL � � 1 of 10
SaaS I One Time Fees
Description Years AnnualFee Impl. . Data
Productivity:
eProcurement 5.0 $9,006.00 40 $7,000.00 $0.00
Munis Analytics&Reporting (SaaS) 5:0 $9;175.00 104 $18,200.00 $OAO
Tyler Content Manager SE 5.0 $17,049.00 64 $11,200.00 $12,000:00
Tyler Ready Forms Processing(including Common Form Set) 5.0 $8,87Z.00F -- 01, $0.00F $0.00
Additional:
Asset Maintenance(25) 5.0 $31,450.00 288 $50,400.00 $17,250.00
lEnerGovAdv Server Extension"s Bundle _ _ 5.0 $9,469.00 48 $8;400:00 $0:00
EnerGov Business Management Suite(10), 5.0 $17,750.00 256 $44,800.00 $11,750.00
(EnerGov Citizen Self Service=Business Management 5.0 $12,128.00 24 $4,200.00 $0.00
EnerGov Citizen Self Service-Community Development 5.0 $12,128.00 24 $4,200.00 $0:00
;EnerGov Community Development API Toolkit 5.0 $6,400.00 64 $11,200:00 $0.00
EnerGov Community Development Suite(60) 5.0 $106,500.00 536 $93,800.00 $21,150.00
Ene`rGoy'e Reviews 5.0 $20,603:00 `120, $21,000.00F $0:00
EnerGov iG Workforce Apps(25) 5.0 $14,800.00 16 $2,800.00 $0.00
EnerGovIVRAPI 5:0 $3,551.00 721 $12,600.00 $0;00
EnerGov Report Toolkit(SaaS) 5.0 $0.00 0 $0.00 $0.00
_E_nerGoy Request&Enforcement Management API Toolkit 5.0 $4,000.00 64 $11,200.00;F $0.00
EnerGov View Only License(5) 5.0 $2,070.00 0 $0.00 $0.00
Lyles 11'/lncident Management 5.0 $8,556.00 80 $14,000:00 $0:00
Tyler 311 API Toolkit SaaS 5.0 $3,000.00 64 $11.200.00 $0.00
TylerGlS(70) 5,0 $20;720.00�` Oy $0.00F $0.00
Sub-Total: $509,166.00 $495,600.00 $109,350.00
Less Discount: $50,980.0 $0.00. $0.00
TOTAL: $458,186.00 2832 $495,600.00 $109,350.00
Other Services
Description Quantity Unit Price Unit Discount Extended Price
EnerGov Business Management Forms Library(6 Forms) 1 $6,375.00 $0.00 $6,375.00
2019-99623-2-2-10-20 v.4-5yr SaaS CONFIDENTIAL 2 of 10
Other Services
Description Quantity Unit Price- Unit Discount Extended Price,'
;EnerGov Community Development Forms Library(5 Forms) L�rJ $5,100.00a $0.00; $5,100.001
Go Live Assistance 160" $175:00 $0.00 $28,o00.o0
Report Development Assistance 120, $175.00i $0.00 $21,000:OOi
Configuration Assistance as needed 120 $175.00 $0.00 $21,000.00
;Project Management 520, $175.OQ $0.00, $91,000.00,
Additional Tyler Forms As Needed 1 $6,000.00 $0.00 $6,000.00
jP-Card import Format- - - $5,500.00. $0.00, $5;500.00;
VPN Device 1 $4,000.00 $0.00 $4,000.00
TOTAL: $187,975.00
3rd Party Hardware,Software and Services
DiscountDescription Quantity Unit Price Unit Discount Total Price Unit Maintenance Unit Maintenance Total Year One
Cash Drawer 5 $260.00 $0.00 $1,300.00 $0.00 $0.00 $0.00
Data Migration Leadership L�•____'I $57,500,00 $0.00 $57;500.00 '$0:00 $O.00i
Hand Held Scanner-Model 1950GSR 5 $450.00 $0.00 $2,250.00 $0.00 $0.00 $0.00
'Hand Held Scanner Stand �, $30.00 $0.00 $150.00 $0.00
ID Tech MiniMag USS Reader . 5 $62.00 $0.00 $310.00 $0.00 " $0.00 $0.00
Data Migration Leadership-Munis 1 $74,800:00 $0.00$0.00 $74,800:00 $0.00� - -$0�00 $0.00
,Financials&EnerGov,Suites
Printer(TM-S9000) 5 $1;623.00 $0.00 $8,115.00 $0.00 $0.00 $0.0.0
;Quatred Bar Code Printer Kit L�� $1,095.00 $0:00 $1;095.00 $0.00 $0.00 $0.o0
Quatred Professional Services 1 $9,500.00 $0.00 $9,500.00 $0.00 $0.00 $0.00
!Quatred QUICK Inventory Starter Kit $7,292.00 $0.00 $7,292:00 $0.00 $0.00 $0.00'
Quatred QUICK RFID.Fixed Asset 1 $8,425.00 $0.00 $8,425.00 $0.00 $0.00 $0.00
Starter Kit
Quatred RFID Reader-QUIGK'Fixed $5;330.00 $0.00 $5,330.00 $0.00 $0.00
s"set
Tyler Secure Signature System with 2 1 $1,650.00 $0.00 $1,650.00 $0.00 $0.00 $0.00
Keys
3rd Party Hardware Sub-Total. $0.00 $35,917.00 $0.00
3rd Party Services Sub-Total: $0.00 $141,800.00 $0.00
2019-99623-2-2-10-20 v.4-Syr SaaS CONFIDENTIAL 3 of 10
3rd Party Hardware,Software and Services
DescriptionQuantity Unit Price Unit Discount Total Price Unit Maintenance Unit Maintenance Total Year One
D
TOTAL: $177,717.00 $0.00
Summary, One Time Fees Recurring Fees . .
Total SaaS $0.00 $458,186.00
Total Tyier Software $0.00 $0.00
Total Tyler Services $792,925.00 $0.00
Total 3�d Party Hardware,Software and $177,717-.00 $0.00
Services
Summary Total $970,64.2.00 . $458,186.00
Contract Total $3,261,572.00
(Excluding Estimated Travel Expenses)
Estimated Travel Expenses $165,010.00
2019-99623-2-2-10-20 v.4-5yr SaaS CONFIDENTIAL' - 4 of 10
Detailed Breakdown of Conversions(included in Contract Total)
Description Unit Price Unit Discount Extended
Accounting-Actuals up to 3 years $1,500.00 $0.00 $1,500.00
Accounting-Budgets up to 3 years $1,500.00,_ _$0.00; $1,s00.00,
Accounting Standard'COA $2,000.00 $0.00 $2,000.00
,Accounts Payable=Checks up to 5 yews $3,500.00; $0.0 $3,600.001
Accounts Payable-Invoice up to 5 years $5,000.00 $0.00 $5,000.00
Accounts.Payable Standard Masts? _ $1,800.6 _ _$0.001 $1;$00.00;
Asset Maintenance-Closed Work Order History No Cost Data $5,500.00 $0.00 $5,500.00
Asset.Maintenance-Work Order Asset $6,250.00 $0.00, $6;250.00j
Asset Maintenance-Work Order History With Cost Data $5,500.00 $0.00 $5,500.00
65pital Assets Std Master $3,50000. , $0.00 $3,500:00
Contracts $5,000.00 $0.00 $5,000.00
EnerGov Business Management $11,750:00 $0.00; _ ___si 1,750.00
EnerGov Community Development $21,150.00 $0.00 $21,150.00
,General Billing=Bills up to 5 years $4,500.00'1 $4,500.69,
General Billing-Recurring Invoices $3,500.00 $0.00 $3,500.00
- ._.-
�Gerieral Billing Std CID I= $1;800.00, $0.0q'I $1,80 00 0
Inventory-Commodity Codes $1,800.00 $0.00 $1,800.00
,Inventory Std Master $3;imioob $0.00; $3;600., -1
Project Grant Accounting-Actuals up to 3 years $1,500.00 $0.00 $1,500.00
,Project Omfit Accounting=Budgets up to 3 years $1,500.00 $0.6 0,'j $1500,00,
Project Grant Accounting Standard $2,000.00 $0.00 $2,000.00
Purchasing-Purchase Orders=Standard Open PO's only $3,000.00 $6.0Oj $3;000.0q
Tyler Content Manager SE-EnerGov Business Management $5,500.00 $0.00 $5,500;00
-
[Tyle"r Content M566gerSE=EnefGOV Community Development $_6,50.0.00; sa � $6,500.070
TOTAL: $109,350.60
2019-99623-2-2A0-20 v.4-5yr SaaS CONFIDENTIAL 5 of 10
Optional SaaS One Time Fees
Description o Data Conversion
Additional:
Asset Performance(10). 5.0, . $3,550.00 . 168 :$29,400.00 $0.00
',CAFR_Statement Builder 5.0 $9;061.00� $5,600.00 $0.00
ErierGovCreditOard'PaymentAPl 5.0;, . $3(551'.00, 72 $12,600.00 $0,00
.L�ylw Detect 5:0 $30,000.00 91 $0.00-I[ $0.000.00
Tyler EAM API Toolkit 5.0 $4,200.00 24 $4,200.00- $0.00`
-Sub-Total: $50,362.00 $51,800.00 $0.00
Less.Discount $420.60 .'• . 0.00 $0.00
TOTAL: $49,942.00 296' $51,800.00 $0.00
Optional Other Services
Description Quantity Unit Price Discount Extended Price
Install Fee-Tyler Detect 1 $1,000.00 $0.0.0 $1,000.00
iSiiurce Code Escrow $1,500.00 $0.0 $1,500.001
TOTAL: $2,500.00
Optional 3rd'Party Hardware,Software and Services
Chart of Accounts(COA)Re,design 1: $57,500.00 $0.00 4$57,500.00 $0.00 $0.00 $0,00
Leadership . .
3rd Party Services Sub-Total., $0.00_ $57,500.00 $0.00
TOTAL: $57,500.00 $0.00
Unless otherwise indicated in the contractor amendment thereto,pricing for optional items will beheld for
six(6)months from the Quote date or the Effective Date of the contract,whichever is later.
Customer Approval: Date:
2019-99623-2-2-10.20 v.4-:Syr SaaS . CONFIDENTIAL • 6of 10
Print Name: P.O.M
All primary values quoted in US Dollars
2019-99623-2-2-10-20 v.4-5yr SaaS CONFIDENTIAL 7 of 10
Comments
Tyler recommends the use of a 128-bit SSL Security Certificate for any Internet Web Applications,such as the Muhis Web Client and the MUNIS Self Service applications if
hosted by the Client.This certificate is required'to encrypt the highly sensitive payroll and financial information as it travels across the public internet.There are various vendors
who sell SSL Certificates,with all ranges of prices.
Conversion prices are based on a single occurrence of the database.If additional databases need to be converted;these will need`to be quoted.
Tylers quote contains,estimates'of the amount of services needed,based on our preliminary understanding of the size and scope•of your project.The actual amount of services
depends on such factors as your level of involvement in the project and the speed of knowledge transfer.
Unless otherwise noted,prices submitted in the quote do not include travel expenses incurred in accordance.with Tyler's then-current Business Travel Policy.
Tyler's prices do not include applicable local,city or federal sales,use excise,personal property or other similar taxes or duties,which you are responsible for determining and
remitting.Installations are completed remotely,but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two.(2)weeks in advance;.Client is liable to Tyler for(i)all non-refundable expenses incurred by Tyler on Client's behalf;and(ii)
daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
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.Inthe event that more than 12 users wish to,participate in a training class or more than one occurrence of a
class is needed,Tyler will'either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees
of the initial training can thereafter train the remaining users.
The Tyler Software Product Tyler ReadyForms Processing must be used in conjunction with a Hewlett Packard printer,supported byTyler for printing checks.
Any forms included in this quote are based on.the standard form templates provided.Custom forms,additional forms and any custom programming are subject to additional fees
not included in this quote.The additional fees would be quoted at the time of request,generally during the implementation of the forms.Please note that the firm solution
provided requires the use of approved printers.You may contact Tyler's support team for the most current list of approved printers.
In the event Client acquires from Tyler any edition of Tyler 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 Tyler Content Manager software with non-Tyler applications,Client must purchase or upgrade to Tyler Content Manager Enterprise
Edition.
Payroll library includes: 1 PR check, 1 direct deposit, 1 vendor from payroll check, I vendor-from payroll direct deposit,W2,W2c,ACA 1095B,ACA 1095C and 1099 R.
General Billing library includes: I-invoice, 1 statement, 1 general billing receipt and 1 miscellaneous receipt. 1
Includes digitizing two signatures,additional charges will apply for additional signatures.
Personnel Actions Forms Library includes:1 Personnel Action form New and 1 Personnel Action Form-Change.
2019-99623-2'-2-10-20 v.4-5yr'SaaS CONFIDENTIAL 6of 10
Comments
Tyler's pricing is based on the scope of proposed products and services being obtained from Tyler.Should portions of the scope of products or services be removed by the Client,
Tyler reserves the right to adjust prices for the remaining scope accordingly.
Tyler Content Manager SE includes up to ITB of storage.Should additional storage be needed it may be purchased as needed at an annual fee of$5,000 per TB.
Financial library includes: 1 A/P check, 1 EFT/ACH, I Purchase order, 1099M, 10991NT, 1099S,and 1099G.
The Munis SaaS fees are based on 100'concurrent users. Should the number of concurrent users be exceeded,Tyler reserves the right to re-negotiate the SaaS fees based upon any
resulting changes in.the pricing categories.
PACE-05:Includes 5 training,days and 3 connect passes.Implementation days expire within one year of the order date and can only be utilized on live modules:
EnerGov e-Reviews requires Bluebeam Studio Prime,at an estimated yearly subscription cost.of$3,6001100 users.Further pricing detail is available by contacting Bluebeam at
https://www.bluebeam.com/solutions/studio-prime
Business Management Forms Library Includes: I Licensing-Business License, I.Licensing-Business License Renewal, 1 Licensing-Business License Delinquent, 1 Licensing
-Profession License, I Licensing-Profession License Renewal,I Licensing--Profession License Delinquent.
Community Development Forms Library Includes: 1 Permits-Building, I Permits-Trade, 1 Planning—Certificate, 1 Permits-Occupancy/Completion, I Code-Violation
Notice.
If a Tyler client desires clocks that do not have direct connectivity back to the network server.ExecuTime resides on,then a VPN device installation,to be provided at Tyler's
thencurrent prices,will be needed for every location where a clock may reside.
Clocks will be shipped upon receipt of a signed quote or addendum.The warranty period starts when the clacks are shipped.The warranty period ends whichever occurs first,
either 12 months after connecting the clocks to the ExecuTime software or 18 months from shipment.
Clock prices include Tyler instruction regarding clock configuration and connection to the ExecuTime:software.Client is responsible for clock installation and connection to
applicable network.
Development modifications,interfaces and services,where applicable,shall be invoiced to the client in the following manner:50%of total upon authorized signature to proceed
on program specifications and the remaining 50%of total upon delivery of modifications,interface and services.
For the avoidance of doubt,Tyler Detect is asubscription service,not SaaS.
Notwithstanding the foregoing language,payment of annual subscription fees for Tyler Detect commence on the availability of the service.Tyler Detect 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 Tyler
Detect service upon renewal.
2019-99623-2-2-10-20 v.4-5yr SaaS CONFIDENTIAL 9 of 10
Comments
The quoted Tyler Detect amount does not include monitoring of student devices nor analysis of student network,traffic.Tylercan quote an additional fee for these services.
EnerGov Business Management:Tyler leads and owns the configuration of 5 unique business transactions,5 template business transactions,3.geo-rules and 3 automation events.
Configuration elements beyond this will be owned bythe client.
EnerGov Community Development:Tyler leads and owns the configuration of 10 unique business transactions; 10 template business transactions,5 geo-rules and 5 automation
events.Configuration elements beyond this will be owned by the client:'
Pricing proposed as part of Sourcewell contract procurement under Sourcewell,client#75934..Discount as part of Sourcewell contract procurement.
2019-99623-2-240-20 VA-5yfSaaS CONFIDENTIAL 10 of 10
Exhibit B
•
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b
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Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the
Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in
the Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as
set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. SaaS Fees. SaaS Fees are invoiced on an annual basis,beginning on the commencement of the
initial term as set forth in Section F(1) of this Agreement. Your annual SaaS fees for the initial
term are set forth in the Investment Summary. Upon expiration of the initial term,your annual
SaaS fees will be at our then-current rates.
2. Other Tyler Software and Services.
-2.1 Project Planning Services:Project planning services are invoiced upon delivery of the
implementation planning document.
2.2 VPN Device:The fee for the VPN device will be invoiced upon installation of the VPN.
2.3 Implementation and Other Professional Services(including training):Implementation and
other professional services(including training)are billed and invoiced as delivered,at the
rates set forth in the Investment Summary.The foregoing notwithstanding,Client shall
retain 10%of the fees for Implementation services delivered (exclusive of Conversions,
Project Management and other Services fees),with such retainage to be invoiced by Tyler
on the scheduled live date of a phase. In the event a phase live is delayed,and such delay is
caused by Tyler's failure to perform,the invoicing of the applicable retainage payment shall
be delayed an amount of time equal to the delay so caused by Tyler.
2.4 Consulting Services: If you have purchased any Business Process Consulting services,if they
have been quoted as fixed-fee services,they will be invoiced 50%upon your acceptance of
the Best Practice Recommendations, by module,and 50%upon your acceptance of custom
desktop procedures, by module. If you have purchased any Business Process Consulting
services and they are quoted as an estimate,then we will bill you the actual services
delivered on a time and materials basis.
2.5 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
-
*5, tyler
2
Exhibit B
estimated,we will bill you the actual services delivered on a time and materials basis.
2.6 Requested Modifications to the Tyler Software: Requested modifications to the Tyler'
Software are invoiced 50%upon delivery of specifications and 50%upon delivery of the
applicable modification. You must report any failure of the modification to conform to the .
specifications within thirty(50)days of delivery;otherwise,the modification will be deemed
to be incompliance with the specifications after the'30-day window has passed. You may
still report Defects to us as set forth in this Agreement.
2.7 Other Fixed Price.Services:Other fixed price services are invoiced upon complete delivery of
the service. 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 servicesi if any,will be billed monthly in arrears, beginning on the first
day of the month immediately following the project kick-off meeting.
$. Third Party Products.
3.1 Third Party Software License Fees: License fees for Third Party Software,.if any,are invoiced
when we make it available to you for downloading.
3.2 Third PortySoftware Maintenance:The first year maintenance for the Third Party Software
is invoiced when we make it available to you for downloading.
3.3 Third Party Hardware:Third Party Hardware costs,if any,are.invoiced upon delivery.
3.4 Third Party Services: Fees for Third Party Services;.'rf'any,are:invoiced as delivered,along
with applicable expenses, at the rates set forth in the Investment Summary.
4., Expenses. The service rates in the Investment Summary do not include travel expenses.
Expenses for Tyler delivered services will be billed as incurred and only in accordance with our
then-current Business Travel Policy,plus a 10%travel agency processing fee. Ouccurrent
Business Travel Policy is attached to this,Exhibit,B at Schedule 1. Copies of receipts will be
provided upon.request;we reserve the right to charge you an administrative fee-dependingon
the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and
mileage logs are not available.
Payment. .Payment for undisputed invoices is due within forty-five(45).days of the invoice date. We
prefer to receive payments electronically. Our electronic payment information is:
Bank: .- Wells Fargo Bank,N.A.
. 420 Montgomery
San Francisco,CA 94104
ABA: . 121000248
Account: 4124302472
Beneficiary: Tyler Technologies, Inc.—Operating
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3
Exhibit B
Schedule 1
40
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Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations&Tickets
The Travel Management Company(TMC) used by Tyler will provide an employee with a
direct flight within two hours before or after the requested departure time, assuming that
flight does not add more than three hours to the employee's total trip duration and the fare
is within$100 (each way)of the lowest logical fare. If a net savings of$200 or more(each
way) is possible through a connecting flight that is within two hours before or after the
requested departure time and that does not add more than three hours to the employee's
total trip duration,the connecting flight should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of
discount opportunities. Employees should use all reasonable efforts to make travel
arrangements at least two(2)weeks in advance of commitments. A seven(7)day advance
booking requirement is mandatory. When booking less than seven (7)days in advance,
management approval will be required.
Except in the case of international travel where a segment of continuous air travel is six(6)
or more consecutive hours in length,.only economy or coach.class seating is reimbursable.
Employees shall not be reimbursed for"Basic Economy Fares" because these fares_are non-
refundable and have many restrictions that outweigh the cost-savings. .
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five(5)days=one(1) checked.bag
• Six(6)or more days=two(2) checked bags
Baggage fees for sports equipment are not reimbursable.
N,% tylet..
1
Exhibit B
Schedule 1
2. Ground Transportation
A. Private Automobile
Mileage Allowance—Business use of an employee's.private.automobile will be reimbursed
at the current IRS allowable rate,plus out.of pocket costs fortolls and parking. Mileage will
be calculated by using the employee's office as the starting and ending point, in compliance .
with IRS regulations. Employees who have been designated a home office should calculate
miles from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with 'air travel when cost,
convenience,and the specific situation reasonably require their use. When renting a car for
Tyler business,employees should select a"mid-size".or"intermediate"car. "Full'size cars
may be.rented when three or more employees are traveling together.,Tyler carries leased
vehicle coverage for business car rentals;except for employees traveling to Alaska and
internationally(excluding Canada),additional insurance on the rental agreement should be
declined:
C. Public Transportation
Taxi or airport limousine services may be considered When traveling:in and around cities or
to and from airports when less:expensive means of transportation are unavailable or
impractical..The actual fare plus a reasonable tip(15-18%) are reimbursable. In.the case of
a free hotel shuttle to the a airport,tips are included in the per them rates and will not be
reimbursedseparately.
D., Parking&.Tolls
When parking at the airport,employees must use longer term parking areas'that are
measured:in days as opposed to hours. Park and fly options located near some airports may
also be used.. For extended trips that would result in excessive parking charges, public
transportation io/from the airport should be considered. Tolls will be reimbursed when
receipts are presented.
3. Lodging
Tyler's TMC will select hotel chains that are well established, reasonable in price,and
conveniently located in relation to the traveler's work assignment: Typical hotel chains
include Courtyard, Fairfield Inn, Hampton Inn,and Holiday Inn Express.; If the.employee has
a discount rate with a local hotel,the hotel reservation should note that discount and the
employee should confirm the lower rate with the hotel upon arrival. Employee
memberships in travel clubs such as AAA should be noted in their travel profiles so that the
employee can take advantage of any lower club rates.
.. 2
Exhibit
Schedule 1
"No shows"or cancellation fees are not reimbursable if the employee does not comply with -
the hotel's cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not
reimbursed separately.
Employees are not authorized to reserve non-traditional short-term lodging,such as Airbnb,
VRBO,and HomeAway. Employees who elect to make such reservations shall not be
reimbursed.
4. Meals and Incidental,Expenses
Employee meals and incidental expenses while on travel status within the continental U.S.
are in accordance with the federal per diem rates published by the General Services
Administration. Incidental expenses include tips to maids,hotel staff,and shuttle drivers
and other minor travel expenses. Per diem rates are available.at www;gsa.gov/perdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided
separately by the Department of State and will be determined as required.
A. Overnight Travel
For each full day of travel,all three meals are reimbursable. Per diems on the first and last
day of a trip are governed as set forth below.
Departure Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon Dinner
Return Day..
Return before 12:00 noon Breakfast
Return between 12:00 noon&7:00 p.m. Breakfast and lunch
Return after 7:00 p.m.* Breakfast, lunch and
dinner
*7:00 p.m.is defined as direct travel time and does not include time taken to stop for dinner.
The reimbursement rates for individual meals are calculated as a percentage of the full day
per diem as follows:
Breakfast 15%
Lunch 25%
Dinner 60%
%6 tyler
3
Exhibit B
Schedule 1
B. Same Day Travel
Employees traveling at least_100 miles to a site and returning in the same day are eligible to
claim lunch on an expense report. Employees on same.day travel status are eligible to claim .
dinner in the event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
5. internet Access-Hotels and Airports
Employees who travel may need to access their.e-mail.at night. Many hotels provide free
high speed internet access and Tyler employees are encouraged to use such hotels
whenever possible. If an employee's hotel charges for internet access it is reimbursable up
to$10.00 per day. Charges.for internet access at airports are not reimbursable.
6. International Travel
All international flights with the exception of flights between the U.S.and Canada should be
reserved through TMC using,the"lowest practical coach fare"with the exception of flights
that are six(6).or more.consecutive hours in length. In such event,the next available seating
class above coach shall be reimbursed.
When required to travel internationally for business,employees shall be reimbursed for
photo fees, application fees;and execution fees when obtaining a new passport book, but
fees related to.passport renewals are not reimbursable:Visa application and legal fees,
entrytaxes and departure taxes are reimbursable.
The cost.of vaccinations that are either required for travel to specific countries or suggested
by the U.S. Department of Health &Human Services for travel to specific countries, is
reimbursable.
Section 4, Meals&Incidental Expenses,and Section 2.b., Rental Car,shall apply to this
section.
I
4
Exhibit C
A®
: :s® tyler
•• technologies
Exhibit C
SERVICE LEVEL AGREEMENT
I. Aiaeement'Overview
This SLA operates in conjunction-with, and does not supersede or replace any part of,the Agreement. It
outlines the information technology service levels that we will provide to you to ensure the availability
of the application services that you have requested us to provide. All other support services are
documented in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the
Agreement. a
Attainment: The percentage of time the Tyler Software is available during a calendar quarter, with
percentages rounded to the nearest whole number..
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 which.the Tyler Software is not available for your use. Downtime does
not include those instances in which only a Defect is present.
Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable
of receiving, processing, and responding to requests, excluding maintenance windows, Client Error
Incidents and Force Majeure.
III. Service Availability -
The Service Availability of the Tyler Software is intended to be 24/7/365. We set Service Availability
goals and measures whether we have met those goals by tracking Attainment.
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 incident number.
You must document, in writing, all Downtime that you have experienced during a calendar quarter. You
must deliver such documentation to us within 30 days of a quarter's end.
The documentation you provide must evidence the Downtime clearly and convincingly. It must include,
for example,the support incident number(s)and the date,time and duration of the Downtime(s).
b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will
work with you to identify the cause of the Downtime (including whether it may be the result of a Client
Error Incident or Force Majeure). We will also work with you to resume normal operations.
•41 tyler
Exhibit C
Upon timely receipt of your Downtime report,we will compare,that report to our own outage logs and
support tickets to confirm that Downtime for which we were responsible indeed occurred.
We will respond to your.Downtime report within 30 day(s)of receipt: To the extent we have confirmed
Downtime for which we are responsible,,we will provide you with the relief'set forth below. .
C. Client Relief .
When a Service Availability goal is not met due to.confirmed Downtime,we:will provide you with relief _
-that corresponds to the percentage amount by.which that goal was not achieved, as set forth in the
Client Relief Schedule below.
Notwithstanding the above, the total amount of all relief that would be due under.this:SLA per quarter
Will not exceed 5%"of one quarter of the then-current SaaS Fee. The total credits confirmed by us in one
or more quarters of„a billing cycle 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:
Every quarter, we will compare confirmed Downtime to Service Availability. In. the event actual
Attainment does not meet the targeted'Attainment,the following Client relief will apply, on a quarterly
basis::
100% 9899% Remedial action.Will be taken.
"
100% 95-97%
4%credit
of fee for affected'calendar quarter
-
will be posted to next trilling cycle
5%credit of fee for affected calendar quarter
100% <95%
Will be posted to next billing.cycle
You may request' a report from us that documents-the.preceding quarter's Service-Availability;
.Downtime,any remedial actions that have been/will be taken,and any credits that may be issued.
IV. " Applicability'
The-commitments set forth in this SLA do not apply during maintenance windows; Client Error .
Incidents,and Force Majeure.
We perform 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. :.
V. Farce Majeure
You will not hold us responsible for hot meeting service levels outlined in this SLA to the extent any
failure to do sods caused by Force Majeure. In the event of Force Majeure;we will file with you a signed.
request that said failure be excused. That writing will at least include the .essential details and
circumstances supporting our request for relief pursuant to this Section. You will not unreasonably
withhold its acceptance of such"a request.
�Oy .
2
Exhibit C
Schedule 1
•�: tyler
• technologies
Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support:
(1) Tyler Community—an on-line resource,Tyler Community provides a venue for all Tyler clients
with current maintenance agreements to collaborate with one another,share best practices and
resources,and access documentation.
(2) On-line submission (portal)—for less urgent and functionality-based questions, users may create
unlimited support incidents through the customer relationship management portal available at
the Tyler Technologies website.
(3) Email—for less urgent situations, users may submit unlimited.emails directly to the software
support group.
(4) Telephone—for urgent or complex questions,users receive toll-free,unlimited telephone
software support.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support
experience:
(1) Tyler Website=www.tylertech.com—for accessing client tools and other information including
support contact information.
(2) Tyler Community—available through login,Tyler Community provides a venue for clients to
support one another and share best practices and resources.
(3) Knowledgebase—A fully searchable depository of thousands of documents related to
procedures, best practices, release information,and job aides.
(4) Program Updates—where development activity is made available for client consumption
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monclay—
Friday)across four US time zones(Pacific, Mountain,Central and Eastern). Clients may receive coverage
across these time zones.Tyler's holiday schedule is outlined below.There will be no support coverage
on these.days.
New Year's Day Thanksgiving Day
Memorial Day Day after Thanksgiving
independence Day Christmas Day . .
Labor Day
Issue Handling
Incident Tracking
Every support incident is logged into Tyler's Customer Relationship Management System and given.a
unique incident number.This system tracks the history of each incident.The incident tracking number is
�.j-. tyler
b
Exhibit C
Schedule 1
used to track and reference open issues when clients contact support:Clients may track incidents,using
the incident number,through the portal at Tyler's website or by calling software support directly.
Incident Priority
Each incident.is assigned a priority.number,which corresponds to the client's needs and deadlines.The,
client is responsible for reasonably setting the priority of.the.incident per the chart below.This chart is
not intended to address every type of support incident,and certain "characteristics" may or may not
apply depending on whether the Tyler software has.been deployed on customer infrastructure or the
Tyler cloud.The goal is to help guide the client towards clearly understanding and communicating the
importance of the issue.and to describe generally expected responses and resolutions.
Priority Characteristics of Support Incident Resolution Targets
Level
Support incident that causes (a) Tyler shall provide an initial response to Priority
complete application failure or Level 1 incidents within one.(1) business hour of
application unavailability;,(b) receipt of the support incident.,Tyler shall use
1 application failure or unavailability in commercially reasonable efforts to resolve such
Critical one or more of-the client's remote support incidents or provide.a circumvention
location;or,(c)systemic loss of procedure within one(1) business day. For non-
multiple essential system'functions. hosted customers,Tyler's responsibility for lost or
corrupted Data is limited to assisting the client in
restoring its last available database:
Support incident that causes(a) Tyler shall provide an initial.response to Priority
repeated,consistent.failu re of Level 2 incidents within four(4) business hours of
essential functionality affecting more receipt of the support incident. Tyler shall use
2 than one user or(b) loss or commercially reasonable efforts to resolve such
High. corruption of Data. support incidents or provide a circumvention
procedure within ten (10) business days. For non-
hosted customers,Tyler's responsibility for loss or
corrupted Data is limited to assisting.the client in
restoring its last available database
Priority Level 1 incident with an Tyler shall provide.aninitial response to Priority
existing circumvention procedure,or Level 3 incidents'within one(1) business day of
a Priority Level 2 incident that affects receipt of the support-incident. Tyler shall use only one user or for which there is an commercially reasonable efforts to resolve such
3 existing circumvention procedure. support incidents'without the need for a
Medium. circumvention procedure with the next published
maintenance update or service pack. For.non-
hosted customers,Tyler's responsibility for lost or
corrupted Data is limited to assisting the client in
restoring its last available database.
�. Eyler
2
Exhibit C
Schedule 1
Priority Characteristics of Support Incident Resolution Targets
Level
Support incident that causes failure Tyler shall provide an initial response to Priority
4 of non-essential functionality or a Level 4 incidents within two (2) business days. Tyler
Non- cosmetic or other issue that does not shall use commercially reasonable efforts to resolve
critical qualify as any other Priority Level. such support incidents,as well as cosmetic issues,
with a future version release.
Incident Escalation
Tyler Technology's software support consists of four levels of.personnel:
(1) Level is front-line representatives
(2) Level 2: more senior in their support role,they assist front-line representatives and take on
escalated issues
(3) Level 3:assist in incident escalations and specialized client issues
(4) Level 4: responsible for the management of support teams for either a single product or a
product group.
If a client feels they are not receiving the service needed;they may contact the appropriate Software
Support Manager.After receiving the incident tracking number,the manager will follow up on the open
issue and determine the necessary action to meet the client's needs.
On occasion,the priority.or immediacy of a software support incident may change after initiation.Tyler
encourages clients to communicate the level of urgency or priority of software support issues so that we
can respond appropriately.A software support incident can be escalated by any of the following
methods:
(1) Telephone—for immediate response,call toll-free to either escalate an incident's priority orto
escalate an issue through management channels as described above.
(2) Email—clients can send an email to software support in order to escalate the,priority of an issue
(3) On-line Support Incident Portal—clients can also escalate the priority of an issue by.logging into
the client incident portal and referencing the appropriate incident tracking number.
Remote Support Tool
Some support calls require further analysis of the client's database,'process or setup to diagnose a
problem or to assist with a question.Tyler will, at its discretion, use an industry-standard remote
support tool.Support is able to quickly connect to the client's desktop and view the site's setup,
diagnose problems,or assist with screen navigation. More information about the remote support tool
Tyler uses is available upon request.
tyler
3
Exhibit D
ty er
�. technologies
Exhibit D
End User License Agreement
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
c:. tyler
1
Exhibit D
ATTENTION; THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY
ECLIPSE CORPORATION WSL; INC.-(Eclipse Corporation)AND,IS'NOT BEING SOLD.THIS,SOFTWARE-IS
PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPECIFIES-WHAT YOU MAY DO-WITH THE
SOFTWARE AND. CONTAINS IMPORTANT LIMITATIONS ON 'REPRESENTATIONS, WARRANTIES;
CONDITIONS,REMEDIES,AND LIABILITIES-
!DocOriafn-
SOFTWARE LICENSE
IMPORTANT-READ CAREFULLY: This End=User License. Agreement ('Agreement'. or "EULA") is 'a. legal
agreement between-you (either an individual'person or a single legal entity,who vn71 be referred to in this,
as .,
You")'and Eclipse Corporation WSI.-Inc. referred to in this EULA as'Ecrrpse Corporaton.'forttie DocOrigiosofhvare
product that accompanies this EULA,ineludin an associated media, _g y printed materials and electronic documentation. .
(the'Soflware).The Software also encompasses any sc%vare updates,add-on components.web services andioi
supplements that maybe provided to you or-made available to,you afterthe date you obtain the initialcopy of the
Software to the extent that such items are not a_ccompanied by a separate license agreement or terms'of use. If you
receive the Software under separate terms from your'distributor, those terms vn'll take 'precedence over'any
conilic5ng.terms of this-EULA -
By'ins talling,copying;downloading,accessing or othervrise using She Software,you agree to be bound by the ierms
- of this EULA.'If yau'de not agree to the terms of this EULA,do not install,access or use the Software:instead,you
shoutdremove the Sofhvare from'all systems and receive a full refund.
IF YOU ARE-AN AGENT OR EMPLOYEE OF-ANOTHER ENTITY.YOU REPRESENT AND WARRANT THAT.(I)• ..
THE INDIVIDUAL ACCEPTING THIS AGREEMENTIS:DULY AUTHOR2ED TO ACCEPT THIS AGREEMENT ON
SUCH.iENTITY'S BEHALF.AND TO BIND SUCH ENTITY, AND.�(II), SUCH ENTITY .HAS:FULL POWER,
CORPORATE OR OTHERWISE. TO.ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS
HEREUNDER. '
I, :LICENSE TERMS'
1.1 In this Agreement a'License Key'means any'lioense key,activation code,onsimflar installation,access or
usage control 'codes, including serial numbers digitally "created and. or provided by Eclipse
Corporation,designed to provide unlocked access to the Software and its functionality.
12 Evaluation License. Subject to all of'the terms.and'conditions of this Agreement,.Eclipse Corporation
- grants You a limited.royally-free, non-exclusive,non-transferable license to download and install a dopy of
the Sottware.from twnv:docorigin.com ono single machine and use it on a royalty-free basis.for no'more-- -
than-120 days from the date of installation(ine'Evaluation Period"):. You may use the Software during the .
Evaluaton.Period solely for the*purpose of testing and evaluating it to determine if You vdsh to obtain a
'commercial. production license for the Sofavare. This evaluation geense grant will automatically-end on
expiry of the'Evaluation Period and you acknowledge and agree that Eclipse Corporation gall be under no
obligation to renew or extend the__Evaluation Period."if you vrish to continue using the Software You may,on
payment of the applicable fees, upgrade to afun license-(as furtherdescnbed in section 1.3 below)on the
teirns of this Agreement and will be issued whh a License'Key for the Isame.- If you.do not Wish to continue
to license.the Software after expiry of the Evaluation Periods then You.agree to comply with the termination.
obligations set out in section'[7.3]of this Agreement For greater certainty,any document generated by you
-under an evaluation license will have a'spoiler' or.watermark on the output document Documents
generated by,pocOrigin software that has-a valid license key file,also installed-will not have the spoiler
produced.You are not permitted to remove.thewatermark or--spotlee from documents generated using the
software under an evaluation license. -
1:3 Development and Testing Licenses. Development and testing licenses are available for purchase througli
authorized distributors and reseliers of Eclipse Corporation.only. Subjectto all of the.terms and-conditions
of this Agreement, Eclipse Corporation grants You, a ,perpetual (subject'to termination by'Ecipse
Corporation due to your breach of the terns of this Agreement),non-exclusive,non-transferable;worldwide
ovei
W. tyler
2
Exhibit D
rmn-9tib-6eense able icense.to'doWnload and install,mcopy,ofthe Software ftrm www.docorigin.com=on a
'single machine and use for develppmerit and testing to'create collateral deployable to Your,production
system(s), You are not entr8ed'to use a development and testing license forrlive production,purposes- :
1A Production Licenses. -Production 9icenses'are available for purchase through authorized distributors and
resellers of Eclipse Corporation omit. Subject to all.of the.ffirms and iandrtions-of this,Agreement, Eclipse
Corporation grants You,a perpetual(subject to termination by Eelipse Corporation due to your breach of the
tears of this Agreement),non-exclusive,nonmtransferable,-worldwide no"ub license able license to use the
Software in accordance vdtti the license type purcbasedby you asset out ob your purchase order as further
described below. For greater.eerfainry.,unless•other"e agreed in.a purchase:order concluded with an .
approved distributor of the Software,and-approved by Ecipse ,Corporation, the default.rreense to. the
Software-.is a per-CPU license as descnbed in A-beloir - -
A- Pei-CPU.11te.total number of CPUs on-a'computer used to operate the-SoRrrare may.notezceed
licen
sed nsed quantity of CPUs.for purposes of this license metric:'(;)-CPUs may containmore
-_ 'than one processing core,each group of two,(2)processing cores;is consider one (1)CPU.,'and
any remaining unpaired:processing core; vnll be,deemed a CPU.(b)all CPUs on a.00mputer on
. -. .. _
-�whieh theSofnriare is installed shall be deemed tooperate the SoRivare.unless You configure that
.computer(using a reliable-and'verifiable'means cfhardware orsoftware partitioning)such that,the
;Total number bf.CPUs'that a6i0a0yoperate the Soitvare,is'Iess,than the total number on that -
computer Virtual'Alarhines.e"I's-) are considered as a server. Installing and-configuring.the
software on multiple VATS requires one Iicense per VM server-'An enterprise license is available
:upon request Pricing varies based on the size of the company.
B. Per-Docirment This is defned.as a:fee:'per docum'ent'based on ahe total number of documents
lgenera:(id annually bymerging,data with a template created by the.Software. The combined data
-and template produce documents of one or:snore pages.A document may contain 1-or more
..pages_ I For.instance.a:tiatcli of invoices for:25g customers tnay:c;ontim 1,1100 pages,this will be
counted as 25d documents which should coriespond to 25D brvnices.
C. Per-Surface-Thisis d_eined as afee per surface based on the total number of.surfaces generated
annually-by-merging data with a:terplate.created,by the'Sofiware._ The combined data-and.
template produce documents of cne�cr.more pages.the pages may be printed oneside.(one
surface)or duplexed,(2 surfaces):The-documents-may be rendered to a computer file(i.e. PDF)',
each,page,placed.m the fileiis_considered a surface_'A document may contain 1 or.more surfaces.
-Foc.instahce,a batch of invoices for 250 customers'may contain'500.pages dupleued,this will be'
..counted as t1 doo surfaces.
1.5 Disaster Recovery License_ You may request a!Disaster Recovery-Meese of'the Software for each
pioducUon rrcense You have;purchased as a fa0over in the event of loss'of usQ of the production server(s).
This ibense is for disaster recovery purposes only and.undei no circurristance,may'the disaster recovery -
icense be used for production shnultaneouslywith a production icense with which it is paired- -
.V6• •Backup Copies_ After-installation of tiro Software pursuant to..this'Et1LA.'you-may store a copy of the'
installation files for the Software solely for backup or archival purposes-Except as expressly,provided in this
EULA.you maynot Otherwise-make copies of the Software or the,pnnted materials aecompanyirig atie
Software: . . - ..
1-7 Third-Party'Software License Rights. if a separate-license agreement per aining'to an%em of.ihird-party
-software is:.detrvered to You with the Software,included in the Software download package.'cr:refe'renced in any material thaYie provided with the Software;thensuch separate'icense.Sareemenfshall govern Your use
of that item or version of Third-Party SoFvrare: Yourrights!in respect to any third-party software,third-party
data; edrd-parry•seftware�or other third-party content provided-with the Software shall'be limited to those
rights necessary to operate'the Software as permitted by this Agreement. 'No othenrights.inthe Software or
third-party software are granted to You. - -- -
.tom. .
3
Exhibit D
"2: -LICENSE RESTRICTIONS
Any copies of the Sofmare shag include an trademairks,copyright notices,restricted rights legends,p'mprietary
markings and the like exactly as they appr'on the copy d1 the Software ongina_11y provided to You. You inai
not remove or alter any eaoopoght,trademark andforpropdetary notices marked on any part of the Software or
related documentation and must reproduce all such notices on ail authorized copies of the Sohware and related
documentation. You shag not sublcense,distribute or othervuse make the Sofvrare available to any third party
(including, without timitation..anyreontractor, franchisee, agent or dealer)without first obtaining the written
agreement of(a)Eclipse-Corporation to that use, and (b)such'third party'to comply with this Agreement ,You,
further agreepot tD(i)rent-Ilease:sell,sublicense.assign,for"ei rwise transfer the Software to anyone else;(i7)
directly or indirectly use the"Softvrare or any information about the Software in the development of any software
that is competitive-with the Software,or. ni use the Software to operate or as a part of a time-shariog semi.
outsourcing seance, service bureau, application service provider or managed service provider offering. -You
furtheiagree not to reverseengineer,debompile,ar disassemble the Software.
.3. UPDATES,MAINTENANCE AND SUPPORT
3.1 .During the'validity period of Your License Key.You vrig be entitled to download the latest version of the Software
from the DocOrigin aebwte www docongin_com. Use of.any,updates provided to You shall be governed by the.'
terms and conditions of this Agreement:Eclipse Corporation reserves.the right at anytime to not release or to
discontinue release of any Software and to alter prices,features,specifications:capabilities,functions,Lcensing `
terms;release dates.general availability or other'charactedstics of the Software. '
32 On'expiry of your maintenance and support,contract you vnll''have the right to continue using the current
version(s)of the Software which you downloaded poor to the date of expiry of your License Key..Hmveve,you
will need to renew mantenance'anil support in order to receive a new License Key that will unlock the more
.current versions) of the Software. For greater certainty,'if,you attempt to use an.expned License'.Key to
download the latest.version of the Softv;mi. the Software will revert to being a•locked,evaluation copy of that
.veision of the Sofviare. '
.4. INTELLECTUAL PROPERTY RIGHTS.
This.EULA,,does not grant.you any right s'in connection with any trademarks cr servio.marks-of Eclipse
.Corporation or'DocOdgin. ,'Afl.title and,intellecival,property rights in and to the Softvare;.the accompanynng
,print•d:materials,and any copies of the Software are owned..by Eclipse Corporation or its suppliers..Ag tide and
ifitegectual property rights in and.to the content that is not contained-in'the Software, but may be accessed
. .through
'use oftne.Software,is the:property of.the-respective content owners and may be protected by applicable
.'copyright or other intellectual:propertyllaws,and treaties.This EULA grants you no rights to'use such content if
this Sofvrare'contains,documentation that is provided only in electronic form,you may print one copy of such
elec7onio dowmentadon.
Z. " DISCLAIMER20F WARRANTIES_
-TO'THE GREATEST EXTENT,PERMrT ED BY LAW. SHE-LICENSED SOFTWARE AND TECHNICAL"
SUPPORT PROVIDED BY ECLIPSE CORPORATION HEREUNDERARE;PROVIDED'ON AN'AS W BASIS '
AND THERE ARE NO WARRANTIES,.;REPRESENTATIMiS OR CONDITIONS, EXPRESS OR IMPLIED,
WRITTEN OR-ORAL..ARISLYG'BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF
TRADE OR ,DTHERWISE. REGARDING THEM OR ANY OTHER :PRODUCT 'OR-SERVICE PROVIDED
UNDER THIS AGREEMENT-OR-IN CONNECTION WITH THIS AGREEMENT BY.ECLIPSE CORPORATION'
ECLIPSE'CORPORATION DISCLAIM-ANY IMP LIED 11WARRANTIES .OR CONDITIONS OF OUALfZY,
MERCHANTABILITY, MERCHANTABLE-OUALITY,.DURABILrTY,,FITNESS FOR A PARTICULAR PURPOSE
AND NONANFRWGEMENT_ ECL➢PSE'CORPORATION DOES+ROT REPRESENT OR WARRANT THAT THE
SOFTWARE SHALL MEET'ANY OR ALL OF YOUR PARTICULAR REOIJIREMENTS;THAT THE SOFTWARE-
WILL OPERATE ERROR-EREE.OR UNINTERRUPTED OR'THAT.ALL ERRORS OR�DEF.ECTS 1N THE
SOFTWARE CAN.BE FOUND OR CORRECTED: '
In certain jurisdictions.some or all of the provisions in this Section may not be effective or the applicable law may .
mandate a more extensive warranty in-which case the applicable,law will prevail overthis Agreement
4
' '• tyler
Exhibit D
8: INDEMNIFICATION 6 Eclipsa Corporation's}iall defend.andlor s LIMITATIONS'OF.LUIBILITY_
8,7 ettle.al its expense;any#aims, actions, allegations or proceedings
�
. _ against You.to the extent arising out of 6rre66ng�to misappnipdaticm or infringement by the'Sofn4iare of any third
partlls proprietary or intellectual property right e0attms7:and Eclipse Corporation shall pay all damages finally
•awarded liy a court ofcompetenfjurisdiction to such third party agaulstYou,or any settlement amounts agreed
by Ecl�jpse Corporation:subject to the conditions that.You shall_notify Eclipse.Corpoiation.promptly of any You•
Claims,,perrrk Ecliipse,Corporation to control the defense and;setilement of such Claims and assist Eclipse
-. Coiporatrort;'at Eclipse Corporations expense,'in'defendmg or settrmg such Claims.,Eclipse Corporation shall
not be liable for any settlement amounts entered"alto.by Youwithout Eclipse Corporation's prier written approval
ItEclipse Corporation has-reason to berieve that.it would be subject to.an injunction.or continuing damages
based on the Software,then Eclipse'CorPoraSon may-(and if Eclipse•Corporation or any of its customers or third
party software suppliers is subject to-ao injunction or continuing damages.based-on the Software), then
ntotwilbstandhtg any other provision in lhi .AgreeriienL Eclpse Corporation shall be entitled to either modify the
•Sofware to make ifnon-infringing andlor remove the misappropriated material,replace the Software or portion
.. .. .
thereof vrith a service or materials that provide substarttially the some functionality-.or infotrnation,.or,lE neFl1er of. .
the foregoing.is commercially practicable.�require You to.cease using the;Software and refund to You (a)a pro
rata,portion of any one(1)time fees(based on a three(3)year,"straight line depreciation schedule from the date
of payment),and (b)any fees thathaveaeen pre-paid by You'but are unused.The foregoing notwithstanding,
Eclipse Corporation shall have noliablity for..a clacn ofinhingementor misappropriation to the extent caused by
()the combination of the.-Sotware with any otherseMoe,software,,daia-or products not,provided-or approved
by Eclipse Corporation;.or(u)the use of any mate.rial;provided by You or any end users;.(r7)any breach by You
of this Agreement:THE FOREGOING IS ECLIPSE CORPORATION'S SOLEAND EXCLUSIVE LIABILITY,AND
YOUR SOLE AND.EXC.LUSIVE REMEDY'FOR,;ANY INFRINGEMENT,OR MISAPPROPRIATION OF ANY
THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS_
7O-THE- GREATEST- .EXTENT PERMITTED, BY APPLICABLE, :LAW, IN NO- EVENT SHALL ECLIPSE
CORPORATION..BE LIABLE TO, YOU,IOR ANY .OTHER PERSON FOR ..ANY 'DIRECT, .INDIRECT,
INCIDENTAL; SPECIAL,, PUNITIVE,,EXEMP.LARY OR, CONSEQUENTIAL DAMAGES '.WHATSOEVER;
INCLUDING WITHOUT LIMITATION, LEGAL EXPENSES,:LOSS OF BUSINESS,';LOSSOF PROFITS, LOSS
OF REVENUE,'LOST ORIDAMAGED DATA; LOSS'OF.COMPUTER TIME;COST OF SUBSTITUTE GOODS. .
OR SERVICES,'OR FAILURE TO,REAUZE:EXP.ECTED SAVINGS.OR ANY'OTHER COMMERCIAL:OR'
ECONOMIC LOSSES`ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.EVEN IF ECLIPSE
CORPORATION 'HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH'LOSS OR(DAMAGES,OR SUCH .
LOSSES OR DAMAGES ARE FORESEEABLE.
.6.2•TH.
ENTIRE LIABILITY OF ECLIPSE CORPORATION AND-YOUR EXCLUSNE REMEDY WITH RESPECT
TQTHE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER"PRODUCTS-OR SERVICES SUPPLIED
BY ECLIPSE CORPORATION. IN.-CONNECTION WITH THIS AGREEMENT,FOR DAMAGES FOR ANY,
CAUSE AND':REGARDLESS;OF THE CAUSE'OF ACTION,.WHETHER. IN,CONTRACT :OR dN TORT,
.INCLUDING.FUN DAMENTAL BREACH OR NEGLIGENCE;WILL,BE LIMITED IN THE-AGGREGATETO THE
AMOUNTS PAID BY YOU FOR THE SOFTWARE,TECHNICAL SUPPORT-OR SERVICES.GIVING RISE TO'
THE•CLAlh1. '
.6.3 THE•DISCLAIMER OF -REPRESENTATIONS, WARRANTIES.AND-,CONDITIONS. AND LIMITATION OF' '
.LIABIUTY,CONSTITUTH AN ESSENTIAL.PART OF,THIS AGREEMENT:YOU ACKNOWLEDGE THAT BUT -
FOR THE DISCLAIMER OF REPRESENTATIONS.WARRANTIES:AND.CONDITIONS AND LIMITATION OF'
11ABILITY.NEITHER.ECLIPSE,CORPORATION NOR ANY OF ITS•LICENSORS OR-SUPPLIERS WOULD
GRANT THE RIGHTS GRANTED IN-THIS AGREEMENL -
7- -TERM AND TERMINATION -
7.1.The term of this Agreement will begin on,download of the Sofa-;are and,.in respect of an,Evaluation License,
shall continue.for the:Eiraluabon Period; and in respect of all other license-types:defined in Section 1;.shall
.continue for as longe as You use the Sofhvare,unless wfier terminated sooner uoderthis section Z.
7.2 Eclipse Corporation may terminate this Agreemment in the•event of anyrbmach�by'You if such breach has-not
.been"Mred wdhm thirty(30)days of notice toxau.-.No termination of this Agreement mill entide You to a refund
of any amouots.paid by You 6.Eclfpse Corporatiop or,ds'appGeable distributor or resellu or affect any obligations
-You may have to'pay any outstanding amounts owmg,to'Eclipse:Corporation.or its distributor.
tyler
s
Exhibit D
' 7.3'Your rights to use the Sofnvare will immediately terminate-upon termination or expiration of this"Agreement
Within thidy,(36j days of�tennin fion.6rexpiratioft of this Agreement.Youshail purge allSoftwafe and all copies
thereof from all computer systems and storage devices.on'whidt it was stored, and "certify suolr to Eclipse
Corporation
�8. GENERAL PROVISIONS
8.1 No Waiver."No delay ar-failure in exercising any right under this Agreement or any partial or single exercise of .
any right wail constitute a waiver of that right or pity other rights under this Agreement No consent to a"breach
of any express or implied term set out in this Agreement constitutes oonsem.to any subsequent breach,whether
m of the sae or any other provis'wn_
:82 Severabili ty. . If.any"provision.of this Agreement is, or becomes,unenforceable, it wi11'be-severed from this
Agreement and the•remainderof this AgreementwID remain'infull force-and effect ,
8.3 Assignment You may not transfer or assign this 'Agreement (whether voluntadly,:by operation of law,.or
otherwise)without EclipseCorporation rs prior written consent;Edipse Corporation may assign this Agreement
at any time wihout notice.This Agreement is_binding upon and will inure to.the benefit af.both parties,and their
iespectivesuccessors and permitted assigns.
8A Governing Lava and Venue if You are located in the'USA. This.A"greement shag be governed by the laws of
the State of Texas if You are"located in the USA No choice of laws rules'o£any'jurisdiction shag apply to this
Agreement You consent and agree that the courts-of the State o`Texas shag have.jurisdiction over any legal
action'or,proceeding brought by.You arising out of or relating to.this,"Agreement and You consent to the
jurisdiction of such courts for any such action or proceeding. -
8.5 Governing Law and Venue if You ate not loeated.inthe USA. This Agreemeotshall be governed by the laws
of.die Province of.Ontario in Canada if You are not locate&imthe.USA . N6,choice of laws.rules'of any
jurisdiction shag apply to ihis.Agreement.You consent and agree that the courts of the Province of.Ontario in ..
Canada shall have jurisdiction over any legal action or proceeding brought by You arising out of or relating to..this
.Agreement and You consent to the jurisdiction of such courts forany such action or proceeding.
'8.6 Entire Agreement. This Agree new ds-the entire understanding and agreement between You and EeTipse
Corporation withaespect to the subject matter hereof,and,it supersedes all prior negotiations,commdments,and
understandings,verbal or written,and ipurchase order issued by You." This-Agreement may be amended or
otherwise modifiedby Edipse Corporation from time to time and the-most recent version of the Agreement wg6
be available on ttie Eclipse Corporation website www.docorigin.com.
Last Updated:July 22,2017
�• . tyleet
6
Exhibit E
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t6thnolpgies
Exhibit E
Statement of Work
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
z
•.•• tyr
Statement of Work
Tyler Technologies
Prepared for:
City of Palm Springs,CA
PO Box 2743, Palm Springs, CA 92263-2743
Prepared by: .
Katharina Howard
One Tyler Drive,Yarmouth,ME 04096
Tyler Technologies, Inc.
www.tylertech.com
•
•'•Revised:l/17/2020 tyler.�i•�•
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Table of Contents
1 Executive Summary:...........:.......................................................:..........................................................6 .
1.1 Project Overview.........:....................................................:........
..................................:..................:.6
1.2 ProductSummary.............:........
...........................................:..................:........:..............................6
1.3 Project Timeline..............................................................................................:........ .......................6
1.4 Project Methodology Overview...:...............................::.....................................,..........................7
2 Project Governance................................
...............................................................,................................
8
2.1 Client Governance.........:...............................................................................................................8
2.1.1 Client Project Manager...........:........:...................................................:................................8
2.1.2 Steering Committee:.....................................................::::....................................................8
2.1.3 Executive Sponsor(s).......:....:...................
.............:......::.............. :.9
2.2 _ Tyler Governance............................................................................:.............................................9
2.2.1 Tyler Project Manager.............................................: .
2.2:2 Tyler Implementation Management.......................
....................................:.........................9
2.2.3 Tyler Executive Management...............................................
.......................:..........................9
2.3 Acceptance and Acknowledgment Process.........:.......................
:.........................:....................10
3 Overall Project Assumptions.:,.::.........................................................................................................11
3.1 Project, Resources and.Scheduling...:.....::................::.............:..................................................11
3.2 - Data Conversion.......................... 12
3.3 Data Exchanges,Modifications, Forms and Reports ..........................................................:.......12
3.4 Hardware and Software.
................................................................................ .......13
3.5 Education..............................................................................................................................:.....13
4 Implementation Stages..............................................:::.........:.....:...................::................................:.14
4.1 Work Breakdown Structure(WBS).......................
...............:::..............::.....................................14
4.2 Initiate &Plan (Stage 1).......................................................................: .................................16
4.2.1 Tyler Internal Coordination &Planning.....:.....:.:.......:........................................................16
4.2.2 System Infrastructure Planning...................................................,.......................................17
4.2.3 Project/Phase Planning....:.........................:...........................................................:.............
18 .
4.2.4 Project Schedule.....................
..........................:.......:.........................:...............................19
4.2.5 Stakeholder Presentation ................................:...............................:..................................20
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4.2.6 Control Point 1: Initiate & Plan Stage Acceptance..............................................................21
4.3 Assess&Define(Stage 2)............................................................................................................22
4.3.1 Fundamentals Review..................:.............................:........................................................22
4.3.2 Current/Future State Analysis.............................................................................................23
4.3.3 Data Conversion Planning&Mapping................................................................................24
4.3.4 Standard 3rd Party Data Exchange Planning.:.....................................................................25
4.3.5 Modification Analysis&Specification, if contracted..........................................................26
4.3.6 Forms&Reports Planning..................................................................................................27
4.3.7 System Deployment..................:.........................................................................................28
4.3.8 Control Point 2:Assess&Define Stage Acceptance...........................................................29
4.4 Build &Validate(Stage 3)...........................................................................................................31
4.4.1 Configuration&Power User Training.................................................................................31
4.4.2 Data Conversion&Validation.............................................................................................32
4.4.3 Standard 3rd Party Data Exchange Validation.............:......................................................33
4.4.4 Modification Delivery&Validation, if contracted..............................................................34
4.4.5 Forms &Reports Validation................................................................................................35
4.4.6 Control Point 3: Build &Validate Stage Acceptance...........................................................36
4.5 Final Testing&Training(Stage 4)...............................................................................................37
4.5.1 Cutover Planning.................................................................................................................37
4.5.2 User'Acceptance Testing(UAT)...........................................................................................38
4.5.3 End User Training................................................................................................................39
4.5.4 Control Point 4: Final Testing 8i Training Stage Acceptance...............................................40
4.6 Production Cutover(Stage 5)....................................................................................................:.41
4.6.1 Final Data Conversion,,if applicable....................................................................................41
4.6.2 _ Production Processing&Assistance...................................................................................42
4.6.3 Transition to Tyler Support..............................................................: .........43
..........................
4.6.4 Schedule Post-Production Services, if applicable...............................................................44
4.6.5 Control Point 5: Production Cutover Stage Acceptance.....................................................45
4.7 Phase/Project Closure(Stage 6)..................................................................................................46
4.7.1 ClosePhase/Project............................................................................................................46
4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance.................................................47
5 Roles and Responsibilities...................................................................................................................48
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5.1 Tyler Roles and Responsibilities..................................................................................................48
5.1.1 Tyler Executive Management..............................................................................................48
5.1:2 Tyler Implementation Management.............................................:....::..................................48
5.1.3 Tyler Project Manager....................................................:....................................................48
5.1.4 Tyler Implementation Consultant...........................
..............................................................49
5.1.5 Tyler Sales............:................:...................................................
...........................:......:.:.......50.
5.1.6 Tyler Software Support............
....................................:.......................................................50
5.1.7 Tyler SaaS Technicians..................................................................................•......................50
5.2 City of Palm Springs, CA Roles and Responsibilities....:.............................................
...................50'
5.2.1 City of Palm Springs,CA Executive Sponsor...........................................::.....::......................50
5.2.2 City of.Palm Springs,CA Steering Committee..........................................:..........................51
5.2.3 City of Palm Springs,CA Project Manager.............:.......
.............................................:...:....51
5.2.4 City of Palm Springs,CA Functional Leads.................................................:.........................52
5.2.5 City of Palm Springs,CA Power Users........................:::......:.........::.....:::........:..:....:...........53 ..
6.2.6 City of Palm Springs,CA End Users...................................................................:.................53 .
5.2.7 City of Palm Springs,CA Technical Support................:::.........................:..:......:..................54
5.2.8. City of Palm Springs,CA Upgrade Coordinator..........:......
...:...............::.........:...................54
5.2.9 City of Palm Springs,CA Project Toolset Coordinator........................:................................54
5.2.10 City of Palm Springs,CA Change Management Lead...;................................. ........... ........54
6 TCM Conversion-Summary.........:........................................
:....:..........................................................55
6.1 TCM—Standard............................:............
....................................................................................55
7 EnerGov Conversion Summary..................:.............................................:..:,;:.:.......i..::.,........::. 56
7.1 Community Development.:................................................... ................... ...................... ....56
7.2 Business Management.......................:...............................................................................:.........56 _
8 Munis Conversion Summary..........:.....................................................................................................58
8.1 Accounting COA...........................................:.............................................................................:58
8.2 Accounting—Actuals...............................................................
.,...................................................58
8.3 Accounting-Budgets.......................................................:.........................:.............:...................58
8.4 Accounts Payable Master....................:...........................................::................::........................58
.8.5 Accounts Payable-Checks..................................................................:.......................................58
8.6 Accounts Payable-Invoices........................................................................................................58
8.7 Contracts.........................................:...........................................................................................58
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8.8 Capital Assets Master..:...............................................................................................................59
8.9 General Billing CID.......................................................................................................................59
8.10 General Billing Recurring Invoices.....:.............................................................................:........59
8.11 General Billing—Bills..........................................................................................................:........59
8.12 Inventory Master...................................................................................................... ................59
8.13 Inventory—Commodity Codes ...................................................................................................59.
8.14 Project Grant Accounting:...........................................................................................................59
8.15 Project Grant Accounting-Actuals.............................................................................................60
8:16 Project Grant Accounting—Budget.......................
...................................................................::60
8.17 Purchase Orders..........................................................................................................................60
8.18 Asset Maintenance Work Order Assets...................................................................................60
8.19 Asset Maintenance—Closed Work Order History No Cost Data.............:.........................:........66
8.20 Asset Maintenance—Work Order History with Cost Data.........................................................60
9 EnerGov Definitions.............................................................:......:........................................................61
9.1 "Unique Business Transactions".................................................................................................61
9.2 'Template Transactions"...................................................................................:........................61
9.3 "Geo-Rules.....:............................................................................................................................61
9.4 "Intelligent Objects (10)..............................................................................................................62
9.5 "Intelligent Automation Agents(IAA)„.......................................................................................62
9.6 "EnerGov SDK API (Toolkits)"......................................................................:...:.:..........................62
10 Glossary...........................................................................................................................................63
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1 Executive Summary
1.1 Project Overview
The Statement of Work(SOW)documents the Project Scope, methodology,roles and responsibilities,
implementation Stages, and deliverables for the'implementation of,Tyler products.
The-Project goals are fo offer City of Palm Springs; CA the oppo'rfunity to make the City of Palm Springs,
CA more accessible and responsive to external and internal customer needs and more efficient in its
operations through:
• Streamlining, automating, and integrating business processes and.practices
Providing tools to produce.and access information in a reaktime environment
• Enabling and empowering users to become more efficient, productive-and responsive
Successfully overcoming current challenges and meeting future goals
1;2 .:Product Summary .
Below, is a summary of the products included in this Project,as well.as reference to the City of Palm
Springs, CA's functional area utilizing the Tyler product(s). Refer to the Implementation Stages section of
this SOW for information containing detailed service components.
ModulesPhase Functional Areas Date Go-Live
Date
1 . Financials •' Accounting General ledger . March ',' January
• Accounts Payable .20201. 2012
Budgeting.'.
Capital Assets
Cash Management
• Contract Management
!D Employee Expense Reimbursement
• Inventory
• Project&Grant Accounting
.'Purchasing&e=procurement
• Accounts Receivable
. General Billing
• Tyler.Cashiering
System Wide .. . Munis Analytics&Reporting
o Tyler,Reporting Services
o Munis Office
o HUB
• Tyler ReadyForms Processing
• Tyler Content Manager SE
•.
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ModulesPhase Functional Areas Date Go-Live
Date
2 Energov • EnerGovAdv Server Extensions TBD TBD
Bundle
• EnerGov Business Management Suite
• EnerGov Community Development
Suite
• EnerGov Citizen Self-Service -
Business Management
• EnerGov Citizen Self-Service—
Community Development
• EnerGov Community Development
API Toolkit
• EnerGov e-reviews
• EnerGov iG Workforce Apps
• EnerGov IVR API
• EnerGov Report Toolkit
• EnerGov Request& Enforcement
Management API Toolkit
• EnerGov View Only License
3 Asset • Asset.Maintenance TBD TBD
Management • Tyler 311
• Tyler 311 AN Toolkit
1.3 Project Timeline
The Project Timeline establishes a start and end date for each Phase of the Project. Developed during the
Initiate& Plan Stage and revised as mutually agreed to, if needed,the timeline accounts for resource
availability, business goals,size and complexity of the Project,and task duration requirements:
1.4 Project Methodology Overview
Tyler bases its implementation methodology on the Project Management Institute's(PMI) Process Groups
(Initiating, Planning, Executing, Monitoring&Controlling, and Closing). Using this model,Tyler developed
a 6-stage process specifically designed to focus on critical project success measurement factors.
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 of Palm Springs, CA's complexity,and organizational needs.
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2 Project Governance
The purpose of this section is to define the resources required to.ade.quately establish 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 also defines the structure
for issue escalation and resolution,.Change Control review and authority, and organizational Change
Management activities.
The preliminary governance structure establishes a clear escalation path when issues and risks require
escalation above the project manager level'. Further refinement of the governance structure, related
processes;and specific roles and responsibilities occurs during the Initiate&Plan Stage. .
The path below illustrates an overall.team perspective where Tyler and the City of Palm Springs, CA
collaborate to resolve project challenges according to defined escalation paths. In the event project
managers do not possess authority to determine a solution, resolve.an issue„or.mitigate a risk,Tyler
implementation management and the City of Palm Springs, CA steering committee become the escalation
points to triage responses prior to escalation to the City of Palm Springs, CA 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 of Palm Spririgs, CA
and.Tyler executive sponsors seive as the final escalation point.
2.1 Client Governance
Depending on the City of Palm Springs, CA's,organizational structure and size,the following governance
roles maybe filled by one or more people:
2.1.1 Client Project Manager
The City of Palm Springs, CA's'project manager(s) coordinate project team members;subject matter
experts, and the.overall implementation schedule and serves as the-primary point of contact with Tyler.
The City of Palm Springs, CA project manager(s) will be responsible for reporting to the City.of Palm
Springs, CA steering committee and determining appropriate escalation points.
2.1.2 Steering Committee
Th'e City of Pal m Springs,.CA steering committee understands and supports the cultural change necessary
for the Project and fosters an appreciation of the Projects value throughout the organization. Oversees
the City of Palm Springs, CA project manager(s)and the Project and through participation in regular
internal meetings,the City of Palm Springs, CA steering committee remains updated on all project
progress, project decisions, and achievement of project milestones.The City of Palm Springs, CA steering
committee also provides support to the City of Palm Springs, CA project manager(s) by communicating
the importance of the Project to all impacted departments.The City of Palm Springs, CA steering
committee is responsible for ensuring the Project has appropriate resources,provides strategic direction
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to the project team,for making timely decisions on critical project issues or policy decisions.The City of
Palm Springs, CA steering committee also serves as primary level of issue resolution for the Project.
2A.3 Executive Sponsor(s)
The City of Palm Springs, CA's executive sponsor provides support to the Project by allocating resources,
providing strategic direction, and communicating key issues about the Project and the Project's 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, in order to
provide necessary support,oversight;guidance,and escalation, but does not participate in day-to-day
project activities.The executive sponsor empowers the City of Palm Springs, CA steering committee,
project manager(s), and functional leads to make critical business decisions for the City of Palm.Springs,
CA.
2.2 . Tyler Governance
22.1 Tyler Project Manager
The Tyler project manager(s) have direct involvement with the Project and coordinates Tyler project team
members,subject matter experts,the overall implementation schedule,and serves as the primary point
of contact with the City of Palm Springs, CA.As requested by the City of Palm Springs, CA,the Tyler
project manager(s).provide regular updates to the City of Palm Springs, CA's steering committee and .
other Tyler governance members.
2.2.2 Tyler Implementation Management
Tyler implementation management has indirect involvement with the Project and is part of the Tyler
escalation process.Tyler.project manager(s) consult implementation management on issues and
outstanding decisions critical to the Project. Implementation management works toward a solution with
the Tyler project manager(s)or with the City of Palm Springs, CA management, as appropriate.Tyler
executive management is the escalation point for any issues not resolved at this level.The name(s)and
contact information for this resource will be provided and available to the project team.
2.2.3 Tyler Executive Management
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, in order to escalate and facilitate implementation project tasks
and decisions.The name(s) and contact information for this resource will be provided and available to the
project team.
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2.3 Acceptance and Acknowledgment Process
All Deliverables and Control Points must be accepted or acknowledged following the-process below. .
Acceptance requires a formal sign-off while acknowledgement may be provided without formal sign-off at
the time of delivery.The following process will be used for accepting or acknowledging Deliverables and
Control Points:
The City of Palm Springs,CA shall have five (5) business days from the date of delivery, or as
otherwise mutually agreed upon by the parties in writing, to accept or acknowledge each
Deliverable or Control Point. if the City.of.Palm Springs, CA 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 orControl Point as accepted.
If the City of Palm Springs,CA does not agree the particular Deliverable or Control Point meets
requirements,the City.of Palm Springs, CA 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 DeWerable. „
• Tyler shall address any deficiencies and redeliver the. Deliverable or Control Point.The City of
Palm Springs,.CA'shall then have two(2) business days from'receipt of the redelivered Deliverable
or Control Poinf to accept or again submit written notification of reasons for rejecting the
milestone. If the City of Palm Springs; CA does not-provide acceptance or acknowledgement
within two (2) business days,or the otherwise agreed upomtimeframe, not to be unreasonably
withheld,Tyler deems the Deliverable.or Control Point as accepted.
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3 Overall Project Assumptions
3.1 Project, Resources and Scheduling
• Project activities will begin after the Agreement has been fully executed.
• The City of Palm Springs, CA has the ability to allocate additional internal resources if needed.The
City of Palm Springs, CA also ensures the.alignment of their budget and Scope expectations.
The City of Palm Springs, CA and Tyler ensure that the assigned resources are available,they buy-
into the change process, and they 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, buy-in, and knowledge.
• Tyler and City of Palm Springs, CA provide adequate resources to support the efforts to complete
the Project as scheduled and within the constraints of the Project budget. -
• Abbreviated timelines and overlapped Phases can result in Project delays if there are not
sufficient resources assigned to complete all required work as scheduled.
• Changes to Project Plan, availability of resources or changes in Scope may result in schedule
delays,which may result in additional charges to the Project.
• Tyler provides a written agenda and notice of any prerequisites to the City of Palm Springs,CA
project manager(s)ten (10) business days prior to any scheduled on site or remote sessions.
• Tyler provides notice of any prerequisites to the City of Palm Springs, CA project manager(s)a
minimum of ten,(10) business days prior to any key deliverable due dates.
e City of Palm Springs, CA users complete prerequisites prior to applicable scheduled activities.
• Tyler provides guidance for configuration and processing options available within the Tyler
software.The City of Palm Springs, CA is responsible for making decisions based on the options
available.
• In the event the City of Palm Springs, CA may elect to add and/or modify current business policies
during the course of this Project,such policy changes are solely the City of Palm Springs, CA's
responsibility to define, document, and implement.
• The City of Palm Springs, CA makes timely Project related decisions in order to achieve scheduled
due dates on tasks and prepare for subsequent training sessions.Decisions left unmade may
affect the schedule,as each analysis and implementation session builds on the decisions made in
prior sessions.
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• Tyler considers additional services out of Scope and requires additional time and costs be
requested,via Change Request approved through the Change Control process.
The City of.Palm Springs, CA will respond to.information requests in a comprehensive and timely
manner, in accordance with the Project Plan, '
32 Data Conversion
• The City of Palm Springs, CA is readily able to produce.the data files needed.for conversion from
the Legacy System in order to provide them to Tyler on the specified due date(s).
• Each:Legacy System data file submitted for conversion includes all associated records in a single
approved file,layout.
• The City of Palm Springs, CA understands the Legacy System data extract(s) must be provided to .
Tyler in the same format'each time 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:
• During this process,the City of Palm Springs, CA may need to correct data scenarios in the Legacy-
System prior to the final data pull.This Is a complex activity,and requires-die.diligence by the City
of Palm Springs, CA to ensure all data.pulled includes all required data and the-Tyler system
contains properly mapped data.
3.3 .Data Exchanges, Modifications, Forms and Reports
• The City of Palm Springs, CA ensures the 3rd party data received'conforms to a Tyler standard.
format:
• The 3rd party possesses the knowledge of how to program their portion of the interaction and.
understands how to manipulate the data received.
-Client is on a supported, compatible versioh of the 3`a party software orTylerstandard Data
Exchange tools may not be available.
• The City of Palm Springs, CA is willing.to make reasonable business process changes ratherthan
expecting the product to conform to every aspect of their current system/process:
• Any Modification.requests not expressly stated in the contract are out of Scope. Modifications
requested after contract signing have the potential to change.cost,scope,schedule,and
production,dates for project Phases. Modification requests not in Scope must follow the Project
Change Request,p'rocess.
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3.4 Hardware and Software
• Tyler will initially Install the most current generally available version of the purchased Tyler
software:
• The City of Palrri Springs, CA will provide network access for Tyler modules, printers, and Internet
access to all applicable City of Palm Springs, CA and Tyler project staff.
• The City of Palm Springs,CA has in place all hardware,software, and technical infrastructure
necessary to.support the Project:
The City of Palm Springs, CA's system hardware and software meet Tyler standards to ensure
sufficient speed and operability of Tyler software.Tyler will not support use of software if the City
of Palm Springs, CA does not meet minimum standards of Tyler's published specifications.
3.5 Education
J
• Throughout the Project lifecycle,the City of Palm Springs, CA provides a training room for Tyler
staff to transfer knowledge to the City of Palm Springs, CA's resources,for both onsite and
remote sessions:The City of Palm Springs, CA will provide staff with a location to practice what
they have learned without distraction. If Phases overlap,the City of Palm Springs, CA will provide
multiple training facilities to allow for independent sessions scheduling without conflict.
The training room is set up in a classroom setting.The City of Palm Springs, CA determines the
number of workstations in the room.Tyler recommends every person attending a scheduled
session with a Tyler Consultant or Trainer have their own workstation. However,Tyler requires
there be no more than two(2) people at a given workstation.
• The City of Palm Springs, CA provides a workstation which connects to the Tyler system for the
Tyler trainer conducting the-session.The computer connects to a City of Palm Springs,CA
provided projector,allowing all attendees the ability to actively engage in the training session.
• The City of Palm Springs, CA testing database contains the Tyler software version:required for
delivery of the Modification prior to the scheduled delivery date for testing.
s The City of Palm Springs, CA is responsible for verifying the performance of the Modification as
defined by the specification.
Users performing user acceptance testing(UAT) have attended all applicable training sessions
prior to performing UAT.
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4 . Stages Implemeritation
4.1 Work Breakdown Structure(WBS)
The Work Breakdown Structure (WBS)'is-a hierarchical representation of a.Project or Phase broken down
into smaller, more:ma nageable-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 Plan,-developed during initiate& Plan and
finalized during Assess& Define,will list 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
14/65 •�'
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S.SA T n n 1.3.0 r 1A.0 I.S 0 L8.0
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4.2 Initiate"& plan (Stage 1)
The Initiate& Plan Stage'creates a foundation for the Project through identification of City of Palm
Springs, CA and Tyler Project Management teams,development of implementation management plans,
and the provision and discussion of system infrastructure requirements. City of Palm Springs, CA
participation in gathering information is critical.Tyler Project Management teams present initial plans to
stakeholder teams at Stage end.
4:2.1 Tylerinternal Coordination &Planning
Prior to Project.commencement,Tyler management staff assigns project manager(s).Tyler provides the
City of Palm Springs, CA,with initial Project documents used in gathering basic information,which aids in
preliminary planning and scheduling: City of Palm Springs, CA participation in gathering requested
information by provided deadlines ensures the Project moves forward in a timely fashion:Internally,the
Tyler project manager(s),coordinate with,sales to ensure transfer ofvital information from the sales
process prior to scheduling a Project Planning Meeting with the City of Palm Springs,.CA's team. During
this step,Tyler will with the City of Palm Springs, CA to establish the date(s)for the Project/phase
Planning session..
RACI MATRIX KEY:R=ResponsibleA=Accountable C=.Consulted I =Informed
STAGE 1 Tyler Internal Coordination&Planning
TYLER CLIENT
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'.TASKS .. - > > -> > > > > > > :v 0w v v 0 w 0 0
Assign Tyler project manager A R I' I I
Provide initial Project documents to " A I R C I
Client ..
Sales to Implementation knowledge
transfer. A I R C
Internal planning and phase
coordination A R C
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4.2.2 System Infrastructure Planning
The City of Palm Springs, CA provides, purchases or acquires hardware according to hardware
specifications provided by Tyler and ensures it is available at the City of Palm Springs, CA's site.The City of
Palm Springs,.CA completes the system infrastructure audit,ensuring vital system infrastructure
information is available to the Tyler implementation team, and verifies all hardware compatibility with
Tyler solutions.
RACI MATRIX KEY:R=Responsible A=Accountable C=Consulted I =Informed
STAGE 1 System Infrastructure Planning
TYLER CLIENT
m
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C C G C C C C C C C
TASKS > T T T T T > T T N
Provide system hardware
specifications. I R A I C
Make hardware available for
Installation A I R I C
Install system hardware,if A I R I C
applicable
Complete system infrastructure
I C A R
audit
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.4.2.3 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.The Tyler'project manager(s)deliver an Implementation Management Plan,
which is mutually agreeable by City of Palm Springs, CA and Tyler.
RACI MATRIX KEY:R=Responsible A=Accountable C:=Consulted l =Informed
STAGE 1 Project/Phase Planning
- - TYLER CLIENT
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TASKS T. > T T T T T T > N = w W = W:
Perform Project/PhasePlanning A 'R I C C I Y
Deliver implementation A R C, C 1
management plan
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4.2.4 Project Schedule
Client and Tyler will mutually develop an initial Project Schedule,The initial schedule includes,at
minimum,enough detail to begin Project activities while the detailed Project Plan/schedule is being
developed and refined.
RACI MATRIX KEY:R=Responsible A=Accountable C=Consulted I = Informed
STAGE 1` Project Schedule
' TYLER 'CLIENT -
N
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f E J C
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TASKS N
Develop initial Project Schedule' - A R I C I1 I _
Deliver Project Plan and schedule'for
'Project Phase . A R I. 6 C C I I F
Client reviews Project Plan&Initial C 1 A R C C C
schedule
Client approves Project Plan&Initial
I ' 1 A 'R C C I °J I I I
schedule
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4.2.5 Stakeholder Presentation-
City of Palm Springs, CA stakeholders join Tyler project manager(s)to communicate successful Project
criteria, Project goals, Deliverables;a high-level milestone schedule, and roles and responsibilities of
Project participants.
RACI MATRIX KEY:IR=Responsible A=.Accountable C=Consulted 1=Informed
STAGE I Stakeholder Presentation
TYLER CLIENT
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TASKS > ? > T > c c c, c c -c c c. c c c
.. v a` T i ` a`i `v .a`i `w a`i v_ v v w w 'm �v o w v_ ai .
Present overview of Project
Deliverables,.Project Schedule and A R I I I I C .I I I I I I -
roles and.responsibilities
Communicate successful Project R 'C A C I C I I
criteria and goals
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4.2.6 Control Point 1:Initiate & Plan Stage Acceptance.
Acceptance criteria for this Stage includes completion of all criteria listed below.Advancement to the
Assess& Define Stage is dependent'upon Tyler's receipt of the Stage Acceptance.
4.2.6.1 Initiate&Plan Stage Deliverables
Implementation Management Plan
o Objective: Update and deliver baseline management plans to reflect the approach to the
City of Palm Springs, CA's Project.
o Scope:The Implementation Management addresses how communication, quality control,
risks/issues, resources and schedules,and Software Upgrades(if applicable) will be
managed throughout the lifecycle of the Project,
o Acceptance criteria:City of Palm Springs, CA reviews and acknowledges receipt of
Implementation Management Plan.
• Project Plan/Schedule
o Objective: Provide a comprehensive list of tasks,timelines and assignments related to the
Deliverables of the Project.
o Scope:Task list,assignments and due dates
o Acceptance criteria:City of Palm Springs,CA acceptance of schedule based on City,of
Palm Springs,CA resource availability and Project budget and goals.
4.2.6.2 Initiate& Plan Stage Acceptance Criteria
• Hardware Installed
• System infrastructure audit complete and verified
• Implementation Management Plan delivered
• Project Plan/Schedule delivered;dates confirmed
• Stakeholder Presentation complete
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43 Assess & befine (Stage 2)
The primary objective of Assess&Define is to gather information about current City of:Palm Springs, CA .
business processes and translate the material.into future business processesusing TylerApplications.
Tyler uses a variety of methods for obtaining.the.information,all requiring City of Palm Springs,CA
collaboration.The City of.Palm Springs, CA shall provide complet'e.and accurate information to Tyler staff
for analysis and understanding of current'.workflows and business processes.
4:3.:1 Fundamentals.Review
Fundamentals.Review:provides functional leads and Power Users an overall understanding,of software . .
capabilities prior to beginning current and future state analysis,The..primary goal is to'provide a basic
understanding of system functionality,which provides a foundation for upcoming conversations
regarding future state processing.Tyler utilizes a variety of methods for completing fundamentals training
including the use ofeLearnirf&videos, documentation,and walkthroughs.
RACI MATRIX KEY:R=Responsible A=Accountable C=Consulted I Informed
STAGE 2 - Assess&'Define
TYLER CLIENT
m E J C
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Schedule fundamenta review&
Provide fundamentals materials& A 'R I C' 'I 'I I
prerequisites;if applicable .
Complete fundamentals materials
I 'A] R I' C.
re'View_and prerequ.isites'.
Ensure all scheduled attendees are
present. -
Facilitate fundamentals review A R 'I J I 'I
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4.3.2 Current/Future State'Analysis
City of Palm Springs, CA end Tyler evaluate current state processes, options within'the new software, pros
and'cons of each option based on current or desired state,and make decisions about future state
configuration and processing.
RACI MATRIX KEY:R=Responsible A=Accountable C=Consulted I = Informed
STAGE 2, Current/FutureState Analysis'
TYLER CLIENT
i
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IO N N C Y
C 6 E � C 0.
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TASKS i, > > �. > > > �.'..m mm v w. m m w v w .v .
Provide.Current/Future State
analysis materials to the City of.Palm A R I C I I
Springs,CA,as applicable .
Conduct Current&Future State
analysis
A 'R I C I C
Provide pros and cons of Tyler
software options .. A R I C I C
Make Future State Decisions
according to due date in the Project I I C A R I C' d
Plan
Record Future State decisions A' R I C I C
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4.3.3 Data Conversion Planning'& Mapping
This entails the activities performed to prepare to convert data from the City of Palm Springs,CAs Legacy
'System Applications to the Tyler system.Tyler staff and the City of Palm Springs, CA work together to
complete Data Mapping for each piece of data (as outlined in the.Agreement)from the Legacy System to .
a location in the Tylersystem.
RACI;MATRIX KEY:R= Responsible A=Accountable C=Consulted'I - Informed
STAGE 2 Data Conversion Planning&Mapping
TYLER CLIENT
O
W Y N
O J C
E ..
N N N O O
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<m L. m •— ` o o. a �E
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TASKS C -
-
Review contracted'data : A 'R 1 C C C C
conv&sidn(s):options' .
Map data from Legacy'System to C A C C R
Tyler system
Pullconversiob.data"extract JA.I'.0 C R
Run balancing Reports for data.. I I A C IR I
pulled and provide to Tyler_
Review and approve initial data
A. I C R I 1
extract
Correct issues with data extract,if
I C C A C C R
needed:
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43.4 Standard 3rd Party Data Exchange Planning
An Integration is a real-time or automated exchange of data between two systems.Standard Data
Exchange tools are available to fulfill Integrations with external systems by allowing clients to get data in
and out of the Tyler system. Data exchange tools can take the form of imports and.Exports, and
Application Programming Interfaces'(APIs).APIs may require additional licensing and may have some
restrictions on use. Please refer to your licensing agreement for further information.
4.3.4.1 Imports and Exports -
The Client and Tyler project manager(s) will work together to define/confirm which.lmports and Exports
are needed(if not outlined in the Agreement).Tyler will provide an Excel or ASCII file layouts for each
Standard'Data Exchange.
4.3.4.2 APIs
Additional API licensing and data sharing agreements are required for integration with third-party
applications. In addition to ensuring that API services are functioning correctly,Tyler will participate in
developer-to-developer discussions,'if necessary, to allow the client to attain a satisfactory'understanding
of baseline API operation, as specified in the.agreement. It is the Client's responsibility to fulfill
integrations using Tyler's API services and ensure operation of the third party API services.
RACI MATRIX KEY:R= Responsible A'=Accountable C=Consulted I= Informed
STAGE 2 Standard 3nd Party Data Exchange Planning.
TYLER CLIENT
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TASKS �, �, �, �, y _ > > > :o, w m ai C. m. '�v m �T m ai
In M
Review Standard or contracted Data
A R 'C• I .I C
Exchanges
Define or confirm needed Data
Exchanges
I C A' C C R
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4.8.5 Modifcatiori Analysis &Specificatibn; if contracted
Tyler staff conducts additional analysis and develops specifications based on information discovered
during this Stage.The City of Palm Springs, CA reviews the specifications and confirms they meet City of
Palm Springs, Cgs needs prior to;acceptance.Out of Scope items or'changes to specifications after .
acceptance may require a Change Request:
Tyler's intention is to,minimize Modifications by using Standard functionality within the Application,
which may require a City of Palm Springs, CA business process change. It is the responsibility of the City of
Palm Springs, CA to detail all of their needs during the Assess and Define Stage.Tyler will write up
specifications(for.Cityof Palm Springs, CA approval)for contracted program Modifications. Upon
approval;Tyler will make the agreed upon.Modifications to the respective program(s).once the
Modifications have been delivered;the City of Palm Springs,.CA,will test and:approve those changes
during the Build and Validate Stage.
RACI MATRIX KEY:R=Responsible A=Accountable C=Consulted l=Informed
STAGE 2 Modification Analysis&Specification,if contracted
TYLER CLIENT
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T T '� W U U N
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Analyie contracted modified
A C R C C I C C
program requirements
Develop specification document(s) A f C R I I I I
Review specification document(s);
provide changes to Tyler,if I C C A R I C C
applicable
Sign-off on specification'
C I I C
document(s)arid.authdrize work I I A R
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4.3.6 Forms.& Reports Planning
City of Palm Springs, CA and Tyler project manager(s) review Forms and Report needs. Items that may be
included in the Agreement are either Standard Forms and Reports or known/included Modification(s).
Items not included in the Agreement could be either City of Palm Springs, CA-developed Reports or a
newly discovered Modification that will require a Change Request.
RACI,MATRIX KEY:R= Responsible A.=Accountable C=Consulted I Informed
STAGE 2 Forms&Reports Planning
TYLER CLIENT
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TASKS > > > > > > > �. .�, T 2 LU T v v m w W a, W
Review required Forms output A R C I C I
Review and complete Farms options I I A R C
and submit to Tyler
Review in Scope Reports A 'R I C C
Identify additional Report needs I C A R C
Add applicable tasks to Project
schedule A R I C C. I
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m '.n O' -
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n n Tyler Executive Manager n
Tyler Implementation Manager ^
o
— — Tyler Project Manager
Tyler Implementation Consultant o n
Tyler Data Conversion Experts a n
yler Forms&Reports Experts °
0
yler Modification Programmers 0
z TylerTechnical Support N
NN r*
Tyler Sales m^ C-
lient Executive Sponsor o ° o
m
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lient Functional'LeadsCL
.�, lient Change Management Leads
Em
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lient Department Heads N
lient End Users
V n r) lient Technical Leads
Amin
lient Project Toolset Coordinator m lient Upgrade Coordinator
4.3.8 Control Point 2: Assess& Define Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.Advancement to the
Build.&Validate Stage is dependentupon Tyler's,receipt of the Stage Acceptance.
4.3.8.1 Assess&Define Stage Deliverables
• Completed analysis Questionnaire
o Objective:Gather and document information related to City of Palm Springs,CA business
processes for current/future state analysis as it relates to Tyler approach/solution.
o Scope:Provide comprehensive answers to all questions on Questionnaire(s).
o Acceptance criteria:City of Palm Springs,CA acceptance of completed Questionnaire
based on thoroughness of capturing all City of Palm Springs, CA business practices to be
achieved through Tyler solution.
+ Data conversion summary and specification documents
o Objective: Define data conversion approach and strategy.
o Scope: Data conversion approach defined, data extract strategy,conversion and
reconciliation strategy.
o Acceptance criteria,Data conversion document(s) delivered to the City of Palm Springs,
CA, reflecting complete and accurate conversion decisions.
• Modification specification documents, if contracted
o Objective: Provide comprehensive outline of identified gaps, and how the modified
program meets the City of Palm Springs,CA's needs.
o Scope: Design solution for Modification.
o Acceptance criteria:,City of Palm Springs, CA accepts Modified Specification Document(s)
and agrees that the proposed solution meets their requirements.
• Completed Forms options and/or packages
o Objective: Provide specifications for each City of Palm Springs, CA in Scope form, Report
and output requirements.
o Scope: Complete Forms package(s) included in agreement and identify Report needs.
o Acceptance criteria: Identify Forms choices and receive supporting documentation.
• Installation checklist
o Objective: Installation of purchased Tyler software.
o Scope:Tyler will conduct an initial coordination call, perform an installation of the
software included in the Agreement, conduct follow up to ensure all tasks are complete,
and complete serve(system administration training.
o Acceptance criteria:Tyler software is successfully installed and available to authorized
users, City of Palm Springs, CA team members are trained on applicable system
administration tasks.
4.3.8.2 Assess & Define Stage Acceptance Criteria
• Tyler software is installed.
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• Fundamentals review is complete.
• Required Form.information complete and provided to Tyler.
Current/Future state analysis completed; Questionnaires delivered and reviewed_.
• Data conversion mapping and extractions completed'and provided to Tyler...
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4;4 Build &Validate (Stage 3)
The objective of the Build &Validate Stage is to prepare the software for use in accordance with the City
of Palm Springs,CA's needs identified during the Assess and Define Stage, preparing the City of Palm.
Springs, CA for Final Testing and Training.
4.4.1 Configuration & Power User Training
Tyler staff collaborates with the City of Palm Springs, CA to complete software configuration based on the
outputs of the future state analysis performed during the Assess and Define Stage.Tyler staff will train
the City of Palm Springs, CA Power Users to prepare them for the Validation of the software.The City of
Palm Springs,CA collaborates with Tyler staff iteratively to Validate software configuration.
RACI MATRIX KEY:R=Responsible A=Accountable C=Consulted I =Informed
0
STAGE 3 Build&Validate
TYLER 'CLIENT ..
N
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TASKS >N 2 T T T > >W >W > . m v ;w •m ai m y W m w v
Perform configuration A R 11 R _ f
Power User process and Validation
A R I , C I C d
training'
Validate configuration 11 C H A C R C
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4.4.2 'Data Conversion &Validation
Tyler completes an initial review of the converted data forerrors.With assistance from,the City of Palm
Springs;CA,the Tyler.Data Conversion Team addresses items within-the conversi6h program to provide
the most efficient data conversion.possible.With guidance from TYler;the City of Palm Springs, CA.
reviews specific data elements within the system and identifies and.Reporfs discrepancies in writing.
Iteratively,Tyler-collaborates with the City of Palm Springs;CA to address conversion discrepancies prior
to acceptance.
RACI MATRIX KEY: R=Responsible A=Accountable C=Consulted I =Informed.
STAGE 3 Data Conversion&Validation
TYLER CLIENT
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Write and'run data conversion q C R C
program against Client data
'Complete initial review of data q I C R I I C
errors
Review data conversion and submit I C 1
needed corrections
Revise conversionprogram(s)to A C R I I C C
correc terror(s)_
32,/65
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4.4.4 Modification Delivery&Validation; if contracted
Tyler delivers in Scope Modification(s).to the City of Palm Springs, CA for preliminary testing. Final
acceptance will occur during the Final Testing and Training Stage.'
RACI MATRIX KEY:R=.Responsible A=Accountable.C=Consulted i=Informed
STAGE 3 Modification Delivery&Validation,If contracted
TYLER CLIENT
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TASKS > S > > T T > > >
Develop and deliver contracted -A I C I R I C I C I C
modified program(s)
'Test contracted iodified
I C C A C R C
program(s)in isolated database
Report discrepancies between
specification and delivered _ I I I A R C C
contracted modified program(s).Make.corrections to contracted
A I C I R I ' C C d
modified,progra'm(s),as required
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4.4.6 "Control Point 3:Build &Validate Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below.Advancement to the Final Testing&
Training Stage is dependent upon Tyler's receipt of the Stage Acceptance.
4.4.6.1.Build&Validate Stage Deliverables
• Initial data conversion
o Objective: Convert Legacy System data into Tyler-system.
o Scope: Data conversion program complete;deliver converted data for review.-
o Acceptance criteria: Initial error log available for review.
• Data conversion verification document
b Objective: Provide instructions to the City of Palm Springs, CA to verify converted data for
accuracy.
o Scope: Provide self-guided instructions to verify specific data,components in Tyler
system.
.o Acceptance criteria:City.of Palm Springs,CA accepts data:conver'sion delivery;City of
Palm Springs, CA completes data issues log.
• Installation of Modifications on the City of Palm Springs, CA's server(s) *-except for hosted
Clients
o, Objective:Deliver Modification(s) in Tyler "software.
o Scope: Program for Modification is complete and available in Tyler software, Modification
testing. "
o Acceptance,criteria: Delivery of Modification(s) results in objectives described in the City
of.Palm Springs,CA-signed"specification.
Standard Forms&Reports Delivered
o Objective: Provide Standard Forms&Reports for review.
o Scope; Installation of all Standard Forms'&Reports included in the Agreement.
o Acceptance criteria:Standard Forms&Reports available in Tyler software for testing in.
Stage 4.
4.4.6.2 Build &Validate Stage Acceptance Criteria
Application configuration completed.
• Standard Forms&Reports delivered and available for testing in Stage 4.
• Data conversions(except final pass) delivered.
• Standard 31,party Data Exchange training,provided.
• Modifications delivered and available for testing in Stage 4.
• The City of Palm Springs, CA and Tyler have done a review of primary configuration areas to
Validate completeness and readiness for testing and acceptance in Stage 4. .
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4..5 Final Testing &Training (Stage 4)
During Final Testing andTraining,Tyler and the City of Palm Springs, CA review the final Cutover plan.A
critical Project success factor is the City of Palm Springs, CA understanding the importance of Final Testing
and Training and dedicating the resources required for testing and training efforts in order to ensure a
successful Production Cutover.
4.5.1 Cutover Planning
City of Palm Springs, CA and Tyler project managers)discuss final preparations and critical dates for
Production Cutover.Tyler delivers a Production.Cutover Checklist to outline Cutover tasks to help prepare
the City of Palm Springs,CA for success..
RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I =Informed
STAGE 4 Cutover Planning
- TYLER CLIENT
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W O W O O 10
Cutover Planning Session_ A R C I C C, C C C C
Develop Production Cutover
Checklist A R C I C C I I C
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4.5:2 User Acceptance Testing(UAT)
The City of Palm Springs, CA performs User Acceptance Testing to verify software readiness for day-to-
'day business processing.Tyler provides a Test Plan for users to follow to ensure proper Validation of the
system.,
RACI MATRIX KEY:R=Responsible A=Accountable C=Consulted I =Informed
STAGE 4 User Acceptance Testing(UAT)
TYLER CLIENT
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Deliver Test Plan for User .
Acceptance Testing A R C I I
PerformUserkeeptanceTesting I C g R C C C I II C I
Accept"modified prograrri(s),if'
applicable,, I I A R C C C
Validate Report performance I C C A C R C
�. -
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4.5.3 End UsePTraining
End Users attend training sessions to learn how to utilize Tyler software.Training focuses primarily on
day-to-day City of Palm Springs, CA processes that will be delivered via group training, webinar,
eLearnings and/or live training sessions.
Unless stated otherwise in the Agreement,Tyler provides one occurrence of each scheduled training or
implementation topic with up to the maximum number of users as defined in the Agreement,or as
otherwise mutually agreed.City of Palm Springs,CA users who attended the Tyler sessions may train any
City of Palm Springs, CA users not able to attend the Tyler sessions or additional sessions may be
contracted at the applicable rates for training.
RACI MATRIX KEY:R= Responsible A=Accountable C=Consulted l =Informed
STAGE 4 End User Training
TYLER CLIENT '
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Conduct user training sessions A R I C I I I I
Conduct additional End Used training
I A C I R 'I
sessions
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4.5.4 Control Point 4: Fin-el Testing &Training Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below.Advancement to the Production
Cutover Stage_is dependent upon Tyler's receipt of the Stage Acceptance:
4.5.4.1 Final Testing&Training Stage-Deliverables
• Production Cutover checklist
o Objective: Provide a detailed checklist outlining tasks necessary for production Cutover.
o Scope: Dates for final conversion,.date(s)to cease system processing in Legacy System,
- . date(s)for first processing in Tyler system,contingency plan for processing.
o Acceptance criteria: Definition of all pre=production tasks,assignment of owners and
establishment of due dates.
• User Acceptance Test Plan
o Objective: Provide testing steps to guide users through testing business processes in Tyler
software.
o Scope'Testing steps for Standard business processes.'
o Acceptance criteria:Testing steps have been provided for Standard business processes.
4.5.41 Final Testing&Training Stage Acceptance Criteria
Production Cutover Checklist delivered-and reviewed.
Modification(s)tested and accepted, if applicable.
• Standard V party Data Exchange programs tested and accepted.
Standard Forms&Reports tested and'accepted.
�: .. User acceptance testing completed.
• . End User training completed.
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46 Prod uction',Cutover(Stage 5) .
City of Palm Springs, CA and Tyler resources complete tasks as outlined in the Production Cutover Plan
and the City of Palm Springs, CA begins processing day-to-day business transactions in the Tyler software.
Following Production Cutover,the City of Palm Springs, CA transitions to the Tyler support team for
ongoing support of the.Application., -
4*6.1 Final Data Conversion; if applicable
The City of Palm Springs, CA provides,final data extract and Reports from the Legacy System for data
conversion and Tyler executes final data conversion.The City of Palm Springs,CA may need to manually
enter into the Tyler system any data:added to the Legacy System after final data extract.
RACI MATRIX KEY:R=Responsible A=Accountable C=Consulted I'-Informed
STAGE 5 Final Data Conversion,if applicable
TYLER CLIENT
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TASKS > > > T T ? T T T N W N U O U ,U W N N U
Provide final data extract.. C I . I A If I 1 I I I I R
Provide final extract balancing I I A C R 1
Reports
Convert and deliver final pass of '
data'. A 'I I R I I I C
Validate final Pass of data I C C I A C A C
Load final conversion pass to I A C .I C 'R
Production environment
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4.6.5 Control Point 5: Production Cutover Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below.Advancement to the Phase/Project
Closure Stage is dependent upon Tyler's receipt of this Stage Acceptance.
4.6.8.1 Production Cutover Stage Deliverables
• Final data conversion, if'applicable
o Objective: Ensure (in Scope) Legacy System data is available in Tyler software in
preparation for production processing.,
o Scope: Final passes of all conversions completed in this Phase.
o Acceptance criteria:Data is available in production environment.
• Support transition documents
o Objective: Define s6ategyfor on-going Tyler support.
o Scope: Define support strategy for day-to-day processing, conference call with City of
Palm Springs,CA Project Manager(s)and Tyler support team, define roles and
responsibilities, define methods for contacting support.
o Acceptance criteria:the City of Palm Springs,CA receives tools to contact support and
understands proper-support procedures.
4.6.5.2 Production Cutover Stage Acceptance Criteria
i
• Final data conversion(s) delivered.
• Processing is being done in Tyler production.
• Transition to Tyler support is completed.
• Post-live services have been scheduled, if applicable.
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4.7 Phase/Project Closure (Stage 6)
Project or Phase closuresignifies full implementation of all products purchased and encompassed in the
Phase or Project:The City of Palm,Springs, CA moves into the next cycle of their relationship with Tyler
(next Phase of implementation or.long-term relationship with TylerSupport).
4.7.1 :Close Phase/R�oject
The Cityof Palm,Springs,CA and Tyler project manager(s) review the list of outstanding Project activities
and develop a plan to address them.The Tyler project manager(s) review the Project budget and status of
each contract Deliverable.with.the City of Palm Springs,CA project manager(s) prior to closing the Phase
or Project.
RACI MATRIX KEY:R= Responsible A=Accountable C=Consulted I Informed'
STAGE 6 Close Phase/Project
TYLER CLIENT
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Review outstanding'Project activities
r
nd develop action plan ..
A R C C C I C I C
eview Project budget and status of A R I j C
ntract Deliverables
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4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below.This is the final acceptance for the
Phase/Project.
4.7.2.1 Phase/Project Closure Stage Deliverables
• Phase/Project reconciliation report
o Objective:Provide comparison of contract Scope and Project budget.
o Scope: Contract Scope versus actual,analysis of services provided and remaining budget,
identify any necessary Change.Requests or Project activity.
o Acceptance criteria:;Acceptance of services and budget analysis and plan for changes, if
needed.
4.7.2.2 Phase/Project Closure Stage Acceptance Criteria
• Outstanding Phase or Project activities have been documented and assigned.
• Phase/final Project budget has been reconciled.
• Tyler Deliverables for the Phase/Project are complete.
i
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5.. Roles and Responsibilities
5A Tyler Roles a ndResponsibilities
Tyler assigns project manager(s) prior to the start of each Phase of the Project.The project manager(s)
assign additional Tyler resources as.the schedule develops and as needs arise.One person may fill
multiple project roles.
�t
5.1:1 Tyler Executive Management
• Provides clear direction for Tyler staff on!executing on the Project Deliverables to align with
satisfying the City of Palm Springs, CA's overall organizational strategy.
r Authorizes required project resources.
• Resolves all decisions.and/or issues not resolved at the implementation management level as part
of the escalation process.
•. Offers additional.supportto the project team and is able to.work with other Tyler department
managers in order to escalate and facilitate implementation project tasks and.decisions.
• -Acts as the counterpart to the City of Palm Springs, CA's executive sponsor.
5.1.2 Tyler Implementation Management
• Acts as the counterpart to the City of Palm Springs,CA steering committee.
• Assigns initial Tyler project personnel.
• Works to resolve.all decisions and/or issues not resolved at Project Management level as part
of the escalation process.-
•' Attends City of Palm Springs, CA steering committee meetings as necessary.
• - Provides support for the project team.
Provides management support for the Project to ensure it is staffed appropriately and staff have
necessary resources.
Monitors project progress including progress towards agreed.upon goals and.objectives.
5.1.3 Tyler Project Manager
The Tyler project manager(s) provides oversight of the Project, coordination of 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.
• Contract Management
o Validates contract compliance throughout the Project.
o. Ensures Deliverables meet contract requirements.
o Acts as primary point of contact for all contract and invoicing questions.
o Prepares and presents_contract milestone sign-offs for acceptance by City of Palm Springs, CA
project manager(s).
o Coordinates Change Requests, if needed,to ensure proper Scope and budgetary compliance.
Planning
48/.65 *so a'y.l,er.
•.
-��" ' .teclAtDiogie$
o Update and deliver Implementation Management Plan.
o Defines project tasks and resource requirements.
o Develops initial,project schedule and full scale Project Plan.
o Collaborates with City of Palm Springs, CA project manager(s)to plan and schedule project
timelines to achieve on-time implementation.
• Implementation Management
o Tightly manages Scope and budget of Project;establishes process and approval matrix with
the City of Palm Springs, CA to ensure Scope changes and budget planned versus actual are
transparent and handled effectively and efficiently.
o Establishes and manage's a schedule and resource plan that properly supports the Project
Plan that is also in balance with Scope/budget.
o Establishes risk/issue tracking/reporting process between the City of Palm Springs, CA and
Tyler and takes all necessary steps to proactively mitigate these items or communicates with
transparency to the City;of Palm Springs,CA any items that may impact the outcomes of the
Project.
o Collaborates with the City of Palm Springs,CA'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.
o Sets a routine communication plan that will aide all project team members,of both the City
of Palm Springs, CA and Tyler, in understanding the goals, objectives,current status and
health of the project.
• Team Management
o Acts as liaison between project team and Tyler manager(s).
o Identifies and coordinates all Tyler resources across all applications, Phases,and activities
including development,forms, installation, reports, implementation,and billing.
o Provides direction and support to project team.
o Builds partnerships among the various stakeholders, negotiating authority to move the
Project forward.
o Manages the appropriate assignment and timely completion of tasks as defined in the Project
Plan,task list, and Production Cutover Checklist.
o Assesses team performance and adjusts as necessary.
o Interfaces closely with Tyler developers to coordinate program Modification activities.
o Coordinates with in Scope 3rd party providers to align activities with ongoing project tasks.
5.1.4 Tyler Implementation Consultant
• Completes tasks as assigned by the Tyler project manager(s).
• Performs problem solving and troubleshooting.
• follows up on issues identified during sessions.
• Documents activities for on site services performed,by Tyler.
• Provides conversion Validation and error resolution assistance.
• Recommends guidance for testing Forms and Reports.
• Tests software functionality with the City of Palm Springs, CA following configuration.
• Assists during Production Cutover process and provides production support until the City of Palm
Springs, CA transitions to Tyler Support.
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• Provides product related education.
• Effectively facilitates training sessions and discussions with City of Palm Springs, CA.and Tyler staff
to ensure adequate,discussion"of the appropriate agenda.topics during the allotted time.
• Conducts training(configuration,-process,conversion Validation)for Power Users and the City of
Palm Springs;CA's designated trainers for-End Users. .
• Clearly documents homework tasks with specific due dates and owners,supporting and
reconciling with the final Project Plan."
Keeps Tyler project manager(s) proactively apprised of any'and.all issues which may result in the
need foradditional training, change in schedule,change in process decisions,or which have the
potential to adversely impact the success of the Project prior to taking action.
5:. .5 Tyler Sales.
Provide sales background information to Implementation'during Project initiation.
• Support Sales transition to Implementation.
Provide historical information, as needed,throughout implementation-.
5.1.6 Tyler Software Support
o Manages incoming client issues via phone, email, and online customer incident portal.
• Documents and prioritizes issues in'Tyler's Customer Relationship Management(CRM) system.
• Provides issue analysis and general'product guidance. _
• Tracks issues and,tickets to timely and'effective resolution:
• Identifies options for resolving reported issues.
a Reports and escalates defects to Tyler Development.
• Communicates with the City of Palm Springs,CA on the status and resolution of reported issues.
5;.17 Tyler SaaS Technicians
Provides maintenance of-hosted server hardware,operating system, and Software.U_ pgrades.
• Provides IT-related services for server environment.
• Provides remote technical assistance and tracks issues. .
• Provides systems management and disaster recovery services Within hosting services.
• ' Adds-new City of Palm Springs, CA users;SaaS determines user names incorporating:a unique
client identifier and user initials.
Performs Tyler Software Upgrades through coordination with the.City of Palm Springs, CA.
52 City of Palm Springs, CA Roles-and Responsibilities:
City of Palm Springs, CA.resources will be assigned prior to the start of each Phase of the project. One
person may be assigned to multiple project roles.
5.2.1 City of Palm Springs, CA Executive Sponsor
• Provides clear direction for the Project and how the Project applies to the organization's overall
strategy.
• Champions the Project at the executive level to secure buy-in.
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• Authorizes required Project resources.
• Resolves all decisions and/or issues not resolved at the City of Palm Springs, CA steering
committee level as part of the escalation process.
Actively participates in organizational change communications.
5.2.2 City of Palm Springs, CA Steering Committee
e 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.
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.
e Has the authority to approve or deny changes impacting the following areas:
o Cost
d Scope
o Schedule
o Project Goals
o City of Palm Springs, CA Policies
5.2.3 City of Palm Springs, CA Project Manager
The City of Palm Springs, CA 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,
and communicates decisions and commitments to the Tyler project manager(s) in a timely and efficient
manner.When the City of Palm Springs,CA project manager(s)do not have the knowledge or authority to
make decisions, he or she engages the correct resources from City of Palm Springs, CA to participate in
discussions and make decisions in a timely fashion to avoid Project delays.
• Contract Management
o Validates contract compliance throughout the Project.
o Ensures invoicing and Deliverables meet contract requirements.
o Ads as primary point of.contact for all contract and invoicing questions.
o Signs off on contract milestone acknowledgment documents.
o Collaborates on and approves Change Requests, if needed, to ensure proper Scope and
budgetary compliance.
• Planning
o Review and acknowledge Implementation Management Plan.
o Defines project tasks and resource requirements for City of Palm Springs,CA project team.
o Collaborates in the development and approval of the initial Project Plan and Project Plan.
o Collaborates with Tyler project manager(s)to plan and schedule Project timelines to achieve
on-time implementation.
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• Implementation Management
o Tightly manages Project,budget and Scope and collaborates with Tyler project manager(s) to
establish a process and approval matrix'to ensure Scope changes and,budget planned versus
actual are.transparentand handled effectively and efficiently. .
o Collaborates with Tyler project manager to establish and manage a schedule and resource
plan that properly supports the Project Plan, as a whole,that is also in balance with
Scope/budget.
o Collaborates with Tyler Project manager(s)to establishes risk/issue tracking/reporting
process between the City of Palm Springs,-CA and Tyler_and takes all necessary steps to
proactively mitigate these items or communicates with transparency to Tylerany items that
may impact the outcomes of the Project.
o. 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.
o Routinely communicates with both City of Palm Springs; CA staff and Tyler,aiding in the
understanding of goals,objectives, current status,and health of the Project by all team
members.
Team Management
b .Acts as liaison between.projectteam and stakeholders.
o Identifies and coordinates all City of Palm Springs,CA resources across all modules, Phases,
and activities including data conversions;forms design,:hardware and software installation;
reports building, and satisfying invoices,
o Provides direction and support to project team.
o Builds partnerships among the various stakeholders, negotiating authority to move the
Project forward.
o Manages the appropriate assignment and timely completion of tasks as defined in the Project
Plan,task list, and Production Cutover Checklist,
d Assesses team performance.and takes corrective action, if needed..6 Provides guidance to City of Palm.Springs, CA technical teams to ensure appropriate response
and collaboration with 7y&Technical Support Teams to ensure timely response and
appropriate resolution:.
o Coordinates in Scope 3rd party providers to align activities with ongoing Project tasks.
5.2.4 City of Palm Springs,CA Functional Leads
0 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.
• Attends and contributes business process expertise for current/future state analysis sessions:
Identifies and includes additional,subject matter experts to participate in Current/Future State
Analysis sessions.
Provides business process change support during Power User and End User training.
• ' Completes performance tracking review with client project team on End User competency on
trained topics.
Provides Power and End Users with dedicated time to complete required homework tasks.
• Act as an ambassador/champion of change for the new process.
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• Identifies and communicates any additional training needs or scheduling conflicts to City of Palm
Springs, CA project manager.
• Prepares and Validates Forms.
Actively participates in all aspects of the implementation, including, but not limited to, the
following key activities:
o Task completion
o Stakeholder Presentation
o Implementation 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 of Palm Springs, CA resources
o Attendance at scheduled sessions
o Change Management activities
o Modification specification,demonstrations,testing and approval assistance
o Conversion Analysis and Verification Assistance
o Decentralized End UserTraining
o Process Testing
o User Acceptance Testing
5.2.5 City of Palm Springs, CA Power Users
c Participate in Project activities as required by the project team and project manager(s).
.• Provide subject.matter expertise on City of Palm Springs, CA business processes and
requirements.
Act as subject matter experts and attend current/future state and validation sessions as needed.
• Attend all scheduled training sessions.
r Participate in all required post-training processes as needed throughout Project.
• Participate in Conversion Validation.
• Test all Application configuration to ensure it satisfies business process requirements.
• Become Application experts.
• Participate in User Acceptance Testing.
• Adopt and support changed,procedures.
• Complete all Deliverables by the due dates defined in the Project Plan.
• Demonstrate competency with Tyler products processing prior to Production Cutover.
• Provide knowledge transfer'to City of Palm Springs, CA staff during and after implementation.
5.2.6 City of Palm Springs, CA 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 Plan.
• Utilize software to perform job functions at and beyond Production Cutover.
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5.23 City of Palm Springs, CA Technical Support
i Coordinates updates and releases with'Tyler as needed.
Coordinates the copying of source databases to training/test'ing databases as needed for training
days.
r Extracts and transmits conversion data and control reports from CityofPalm.Springs, CA's Legacy
System per the conversion schedule set forth in the Project Plan.
• Coordinates and adds new users and printers and other,Peripherals as needed. -
Validates all users understand log-on process and have necessary permission for all training
sessions.
• Coordinates Interface development for City of Palm Springs, CA third-party Data Exchanges.
• Develops or assists in creating Reports as needed.
Ensures onsite system hardware meets specifications provided by Tyler.
• Assists with software Installation as needed.
5.2.8:.City.of Palm Springs, CA Upgrade Coordinator
• Becomes familiar with the Software Upgrade process and required steps..-
Becomes familiar with Tyler's releases and updates.
• Utilizes Tyler Community to stay abreast-of the latest Tyler releases and updates, as well as the
latest helpful tools to manage the City of Palm.Springs,CA'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 of Palm Springs, CA and Tyler resources.
Communicates changes affecting,users.and department stakeholders.
• .Obtains department stakeholder sign-offs to upgrade production environment.
5.2:9 City of Palm Springs, CA Project Toolset Coordinator
• Ensures users have appropriate access to Tyler project toolsets such as Tyler-University,Tyler -
Community,Tyler Product Knowledgebase,SharePoint,etc.
•' . Conducts training on proper use of toolsets.
. Validates completion of required assignments using toolsets.
5.2.10 City.of Palm Springs; CA Change Management Lead
• Validates 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.
A Identifies areas of resistance and develops a plan to reinforce the change_.
• Monitors post-production performance and new process.adherence.
•.
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6 TCM Conversion Summary.
6.1 TCM —Standard
• Up to 100 records
• Up to 10 document type(s)
All visible fields configured forTCvl EE installations or the standard fields that exist for TCM
SE installations
• Images and Attachments as described below
• Lookups are imported with the assistance of the consultant
• Conversion from Single System
o Data from CentralSquare
o Images from CentralSquare
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7 EnerGpv'Conversion Summary
7.1 Community Development
• Permit Master basic information
• Plan Master basic information
r Plan& Permit Contacts
o Unique (keyed) contacts converted to global contacts
o Non-keyed contacts converted to a Memo Custom Field or standard note.
Sub-permit Associations—Visible in Workflow and Attached Records
. Reviews and Approvals
Projects
• .Permit Renewals
• Bonds and Escrow
'Contractors
• Initialized Workflows
• Inspections and Inspection Cases
e .Meetings and Hearings
• Activities and Actions
• Conditions
Fees
• Holds'
e Notes
• Parcels and Addresses
jo Payments and Fee History
• Zones
• Code Case Master basic information
• Code Requests
• Code Case Contacts and Properties '
o. Unique (keyed)contacts converted to global contacts'
o Non-keyed contacts,converted,fo a Memo Custom Field orstandard note
• Violations
o _Fees
o Payments
o Notes
7.2 Business Management.
• Business Entity(only for Business Licensing)
• License Master basic information
License Contacts
o Unique(keyed)contacts converted to global contacts.
o Non-keyed contacts converted to a Memo Custom Field or standard note
Reviews and Approvals—Converted to Activity
• Fees
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• Bonds and Escrow
• Activities and Actions
• Conditions
• Notes
• Holds
Initialized Workflows
• Contractors
• Business Types and NAICS,Codes
• Payment and Fee History '
• Code Case Master basic information
• Code Requests
• Code Case Contacts and Properties
o Unique (keyed) contacts converted to global contacts
o Non-keyed contacts converted to a Memo Custom Field or standard note
• Parcels and Addresses
Meetings and Hearings
• Violations
o Fees
o Payments
o Notes
i
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$. Munis Conversion Summary
8.1 Accounting CQA
Chart of Accounts segmentsi objects, character codes, project codes(if applicable),
organization codes(if applicable), control accounts budget rollups;fund.attributes, due
to/due from accounts
• Requires the.use of a Tyler provided spreadsheetfor.design and entry of the data to be
converted
81 Accounting - Actuals
• sum mary account balances
Up to 3 years
8.3 Accounting= Budgets
Original budget,budget adjustments, revised budget summaries for accounts
ao Up to 3 years
864 , Accounts Payable Master
Vendor Master file including names,addresses,SSN/FID, contacts, phone numbers
• Multiple remittance addresses
Year-to-date 1099 amounts
865 Accounts Payable - Checks
Checktieader-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
8.6 -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
83 Contracts
• Contract header detail.with many fields available to convert including fiscal year and period,
vendor number,department code, description, enforcement method code, dates for award,
approval, entry and expiration, retention information, user-defined type and review codes,
status code, user id for entry and approver.Additional fields are also available.
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• Contract detail including line item account and amount detail
8.8 Capital Assets Master
• Asset description,status,acquisition quantity,date and amount,codes for asset class,
subclass, department,custodian,flags for capitalization and depreciation, estimated life,
serial number, model, model year, depreciation method, life-to-date depreciation amount,
last depreciation date,disposal information (if any), purchase information, if any(vendor, PO,
Invoice)
8.9 General Billing CID
• Customer information
8.10 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
8.11 General Billing— Bills
• Unlimited history of open and closed invoices
• General Ledger information so open invoices can be processed in Munis
8.12 inventory Master
• General master data includes item, description, commodity code, purchase vendor and date, .
date received, GL information, hazard code,etc. Location:master includes item, location, bin,
various quantities(on-hand, last, committed, standard purchase, re-order), lead time;count,
count date,.and variance;GL information; plus many accumulator buckets
(MTD/YTD/SOY/SOM/LY received'/issued/adjusted/cost/value),etc. FIFO data includes item,
location, date, qty-received, unit cost, and quantity on hand.
8.13 Inventory—Commodity Codes
41 Commodity master information, including codes and descriptions, commodity type,
acquisition type, unit of measure,vendor, buyer, approver,and various other codes and flags
8.14 Project Grant Accounting
• Segments, account strings and fund string allocation table
• Requires the use of a Tyler provided(Chart of Accounts)spreadsheet for design and entry of
the data to be converted
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8.18 Project Grant-Accounting= Actuals
• Summary project ledger string balances
Up to 3 years
8:16 Project Grant Accounting= gudget
_ Original project ledger budget amounts
• Up to3years
8.17 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.
8.18 Asset Maintenance —Work Order Assets '
•. Asset Maintenance tables for all work order asset types.These tables.contain the detail of the
asset based on the type e.g. Equipment,infrastructure,fleet etc.
849, Asset Maintenance—Closed Work Order History No Cost. Data
Work Order History with no cost data,this is the basic work order information;the work
order number; comments,contacts, description, user defined fields.
8.20 Asset Maintenance _Work Order History. with Cost Data
• Work Order History with cost data;everything included in option 2 but integrated with
several other Munis modules such as Inventory or Payroll, linking employee numbers, '
customer.'number, Inyentory.items,etc.
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9.. EnerGov Definitions
9.1 "Unique Business Transactions"
Unique workflow or business process steps&actions(including output actions)
• Unique Fee assessment/configuration definition
r Unique Custom fields/forms definition
Uniqueness of any of these mentioned parameters regulates the need for a unique business case
transaction design document and configuration event.
9.2 `Template Transactions"
• A pre-defined and pre-configured EnerGov best management business process.
• The following modifications to Template Transactions are considered within scope
(quantified above in"Transactions and Automation" section):
o Changes to the required inspections
o Changes to the required review departments
o Adding no more than 2 additional actions to the workflow
o Changes to fees that require creating no more than 3 fees to accommodate
o Changes to.the custom field layouts that are related to fees and reports
9:3 "Geo-Rules"
• An automation event that is triggered by condition configured around the source ESRI
geodatabase. Current geo-rule events are:
Alert • Displays a pop-up with a custom message to the user, notifying them of
certain,spatial data(i.e. noise abatement zones;flood zones;etc.).
Block . Places a block on the case and prevents any progress or updates from
occurring on the record (i.e. no status changes can be completed, no fees can
be paid,the workflow cannot be managed,etc.)
Block with . Places a block on the case and prevents any progress or updates from
Override occurring on the record(i.e. no status changes can be completed, no fees can
be paid;the workflow cannot be managed,etc.) However,the block can be
overridden by end-users who have been given the proper securities.
Fee Date . Populates the CPI vesting date on the record if vesting maps are used by the
jurisdiction.
Filed . A custom field or any field inherent in the EnerGov application can
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Mapping automatically populate with information based on;spatial data.
Required • A workflow action can automatically populate in the workflow details for the
Action particular record (i.e. plan, permit,code case,etc.)that requires the action
based on certain spatial data related to the case.
Required . A workflow_ step can automatically populate in the workflow details for the
Step particular record.(i.e.plan, permit,-code case,etc.)that.requires the step
based on certain spatial data related to the case.
Zone • The zone(s)automatically populate on the"Zones"tab of the record (i.e. plan,
.Mapping permit,code case,etc.).
9.4' "Intelligent Objects (10)"
• Key components for automatically and reactively triggering geo-rules,'computing fees,and
generating emails,.alerts and other notifications.
9.5 "intelligent Automation Agents (IAA)"
• " : A tool designed to automate task.in a,proactive manner by setting:va(ues and generating
emails and other tasks. on a nightly basis,a Windows service sweeps the EnerGov system
looking for IAA conditions that have been met,and_the associated actions are then
performed.The IAA does not generate alerts or errors.
9:6 "EnerGov SDK API (TOQIkitS)"
API's developed by Tyler Technologies far extending the EnerGov Framework and
functionality.to external agencies,and systems. Full documentation is available for each
toolkit upon request.
Note,The EnerGov toolkits and related documentation are simply tools that allow clients to
create applications and Integrations.The purchase of atoolkit does not.1mply any development
related services from TylerTechnologies.The client is responsible for working with their ITstaff
and VAR's to develop any necessary applications and Integrations except as otherwise noted in,
the Investment Summary for any"in-scope"integrations.
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10 Glossary .
Word or Term Definition
Application A computer program designed to perform a group of coordinated
functions, tasks or activities for the benefit of the user.
Change Control A systematic approach for managing change governing how Change
Requests will be received,assessed and acted on.
Change Management An approach for ensuring that changes are thoroughly and smoothly
implemented and that the lasting benefits of change are achieved.The
focus is on the global impact of change with an intense focus on people
and how individuals and teams move from the current situation to the
new one.
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 revised and
agreed upon by participating parties.
Consumables Items that are used on a recurring basis; usually by Peripherals.
Examples: paper stock or scanner cleaning kits.
Control Point Occurring at the end of each Stage,the Control Point serves as a formal
client review point. Project progress cannot continue until the client
acknowledges the agreed upon Deliverables of the Stage have been
met or agree on an action plan to make the Deliverable acceptable and
move to next Stage while executing final steps of current Stage.
Cutover The point when a client begins using Tyler software in production.
Data Exchange A term used to reference Imports and Exports, and Interfaces which
allow data to be exchanged between an external system and Tyler
software.
Data Mapping The process of mapping fields from the Legacy System to the
appropriate location in the new system from one or more sources.
Deliverable A tangible or intangible object/document produced as a result of the
Project that is intended to be delivered to a client(either internal or
external)or vendor at a specific time.
End User The person for whom the software is designed to use on a day-to-day
basis.
Forms A document which is typically printed on a template background and
only captures data for one record per page. Forms are provided to
entity customers whether internal (employees) or external (citizens).
Imports and Exports A process within the system that a user is expected to run to consume
(Import) or produce (Export) a specifically defined file format/layout.
Interface A real-time or automated exchange of data between two systems.
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Install References the initial installation of software files on client services and
preparing the software for use during configuration.The version
currently available for general release will always be used during the
initial install.
Legacy System The system from which a client is converting.
Modification Modification of software program package to provide individual client
requirements documented within the Scope of the Agreement.
Peripherals An auxiliary,device-that connects to and works with the.computer in
someway:Examples: mouse,,keyboard,scanner,.external drive,
microphone, speaker, webcam,and digital camera.
Phase A portion of the Project in which specific set of related products are
typically implemented. Phases each have an independent start,
Production Cutoverand closure dates but use the same
Implementation Plans as other Phases within the Project. Phases may
overlap or be sequential and may have the same Tyler project manager
and Tyler project team or different individuals assigned.
Power User An experienced client person or group who is(are)an expert(s)in the
client business processes,as well as knowledgeable in the requirements'
and acceptance criteria:
Project The Project includes all implementation activity from Plan&Initiate to
Closure for all products,Applications and functionality included in a
single Agreement.The Project may be broken down into multiple
Phases.
Project Plan The Project Plan serves-as the master blueprint for the Project..As
developed,the Project schedule will become a part of the Project Plan .
and outline specific details regarding tasks included in the Project Plan,
Project Planning Meeting Occurs during the Plan&Initiate Stage to coordinate with the Client
project manager to discuss Scope, information needed for project
scheduling and resources.
Questionnaire_ A document containing a list of questions to be:answered by the client
for the purpose of gathering information needed by Tyler to complete
the implementation. _
RACI A chart describing level of participation by various roles in completing
tasks or Deliverables for a Project or process.Also known as a
responsibility assignment matrix(RAM)or linear responsibility chart
(LRC).
Reports Formatted to return information related to multiple;records in a
structured format. Information is typically presented in both detail and
summary form.for a user to consume. .
Scope Products and services that are included in the Agreement.
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Software Upgrade References the act of updating software files to a newer software
release.
Stage The top-level components of the WBS. Each Stage is repeated for
individual Phases of the Project and requires acknowledgement before
continuing to the next Stage.Some tasks in the next Stage may begin
before the prior Stage is complete.
Stakeholder Presentation Representatives of the Tyler implementation team will meet with key
client representatives to present high level Project expectations and
outline how Tyler and the Client can successfully partner to create an
environment for a successful implementation.
Standard Included in the base software(out of the box) package.
Statement of Work(SOW) Document which will provide supporting detail to the Agreement
defining Project-specific activities and Deliverables Tyler will provide to
the client.
Test Plan Describes the testing process. Includes "Test Cases"to guide the users
through the testing process.Test cases are meant to be a baseline for
core processes;the client is expected to supplement with client specific
scenarios and processes.
Validation(onto validate) The process of testing and approving that a specific Deliverable,
process, program or product is working:as expected.
Work Breakdown A hierarchical representation of a Project or Phase broken down into
Structure(WBS) smaller, more manageable components.
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CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
Tyler Technologies
Tyler Technologies, inc.
Karen Grosset
karen.grosset@tylertech.com
Professional services to train and support our ERP.
$3,585,967 + $256,531 + $32,000 = NTE $3,874,497
4/1/2020 through 03/31/2025
N/a
Rob Kennedy-Jensen: Rob.Kennedy-Jensen@tylertech.com
Chris Webster: chris.webster@tylertech.com),
Information Technology
Larry Klingaman
03/19/2020-5B-$3,585,967; 01/12/2023-1L-$256,531
A8503
Yes
Yes
Yes
Procurement
N/A
No
Business License attached.
8/30/2023 Kendall Bradley
DocuSign Envelope ID: 6192DB85-29B7-4602-97EE-4FD46ED0DC69
X
AMENDMENT
This amendment (“Amendment”) is effective as of the date of signature of the last party to sign as
indicated below (“Amendment Effective Date”), by and between Tyler Technologies, Inc. with offices at
One Tyler Drive, Yarmouth, Maine 04096 (“Tyler”) and the City of Palm Springs, CA, with offices at PO
Box 2743 Palm Springs, CA 92263 (“Client”).
WHEREAS, Tyler and Client are parties to an agreement dated March 23, 2020 (“Agreement”); and
WHEREAS, Tyler and Client desire to amend the terms of the Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the
Client agree as follows:
1.The services listed in the Investment Summary attached hereto as Exhibit 1 are hereby added to
the Agreement as not-to-exceed. You agree to pay us the professional services fees in the
amounts set forth in the Investment Summary. Those amounts are based on the scope of the
project as of the Amendment Effective Date and are payable in accordance with our Invoicing
and Payment Policy. We will bill you the actual fees incurred based on the in-scope services
provided to you, up to the maximum amounts set forth in the Investment Summary. This not to
exceed commitment is contingent on your timely meeting of your obligations under the
Agreement. Any discrepancies in the total values set forth in the Investment Summary will be
resolved by multiplying the applicable hourly rate by the quoted hours.
2.This Amendment shall be governed by and construed in accordance with the terms
and conditions of the Agreement.
3.Except as expressly indicated in this Amendment, all other terms and conditions of
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set
forth below.
Tyler Technologies, Inc. City of Palm Springs, California
By: _________________________________________ By: ____________________________________
Name: Name:
Title: Title:
Date: Date:
1 Please see signatures on next page.
DocuSign Envelope ID: 6192DB85-29B7-4602-97EE-4FD46ED0DC69
Revised 4.13.23 Page 11 of 17
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _______________________________________By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date:Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: N/A Item No. N/A
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
DocuSign Envelope ID: 6192DB85-29B7-4602-97EE-4FD46ED0DC69
9/5/2023 9/5/2023
9/7/2023
Exhibit 1
Amendment Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment
Summary is effective as of the Effective Date, despite any expiration date in the Investment Summary that may have lapsed as of the Effective Date.
Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the event of conflict between the Agreement
and terms in the Comments section of This Investment Summary, the language in the Agreement will prevail.
Sales quotation to be inserted prior to amendment execution.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
2023-418892-L0B4X0 CONFIDENTIAL
DocuSign Envelope ID: 6192DB85-29B7-4602-97EE-4FD46ED0DC69
Quoted By: Karen Grosset
Quote Expiration: 01/27/24
Quote Name: City of Palm Springs - ERP -
Implementation Bank
Quote Description: Implementation Bank
Sales Quotation For:
City of Palm Springs
PO Box 2743
Palm Springs CA 92263-2743
Phone: +1 (760) 323-8299
Professional Services
Description Quantity Unit Price Ext Discount Extended Price Maintenance
Implementation - Remote 160 $ 200.00 $ 0.00 $ 32,000.00 $ 0.00
TOTAL $ 32,000.00 $ 0.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 0.00 $ 0.00
Total SaaS $ 0.00 $ 0.00
2023-418892-L0B4X0 CONFIDENTIAL
DocuSign Envelope ID: 6192DB85-29B7-4602-97EE-4FD46ED0DC69
Total Tyler Services $ 32,000.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00
Summary Total $ 32,000.00 $ 0.00
Contract Total $ 32,000.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held
For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
All Primary values quoted in US Dollars
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement
("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions
herein, shall conform to the following terms:
•License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes
such software available for download by the Client;
•Fees for hardware are invoiced upon delivery;
•Fees for year one of hardware maintenance are invoiced upon delivery of the hardware;
•Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software
available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS,
Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced
annually thereafter in accord with the Agreement.
•Fees for services included in this sales quotation shall be invoiced as indicated below.
•Implementation and other professional services fees shall be invoiced as delivered.
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•Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module,
and 50% upon delivery of custom desktop procedures, by module.
•Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion module, and 50% upon
Client acceptance to load the converted data into Live/Production environment, by conversion module.
•Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt,
where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.
Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month
immediately following initiation of project planning.
•If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement.
•Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for
migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration
schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for
any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales
quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the
Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added
annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as
indicated in the Agreement.
•Expenses associated with onsite services are invoiced as incurred.
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. Notwithstanding the
foregoing, Tyler shall provide reasonable written notice to Client in the event that prices must be adjusted.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current
Business Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are
responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred
by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler.
Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.
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Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class
or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a
Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
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