AGR-7662 - TYLER TECHNOLOGIES INC - SOFTWARE SERVICES AGREEMENT FOR ENTERPRISE RESOURCE PLANNING SERVICES - FEB 27, 2024DocuSign Envelope ID 372C4235-EBF9-4084-B06D-7704B5215EC4 os
AGR-7662 57
SOFTWARE SERVICES AGREEMENT
Enterprise Resource Planning Services]
THIS SOFTWARE SERVICES AGREEMENT (the"Agreement") is made at Orange,
California, on this 27th day of February , 2024 (the "Effective Date") by and between the
CITY OF ORANGE, a municipal corporation ("City"), and TYLER TECHNOLOGIES, INC., a
California corporation ("Contractor"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide the services set forth in the Tyler Technologies Software as a Service
Agreement (the "Tyler SaaS Contract"), which is attached hereto and incorporated herein by
reference. As a material inducement to City to enter into this Agreement, Contractor represents
and warrants that it has investigated and considered the scope of services and understands the
difficulties and restrictions in performing the work to the extent the City has represented any such
difficulties and restrictions. The services which are the subject of this Agreement are not in the
usual course of City's business and City relies on Contractor's representation that it is
independently engaged in the business of providing such services and is experienced in performing
the work. Contractor shall perform all services in a manner in conformance with Contractor's
services warranty set forth in Section C(5)of the Tyler SaaS Contract. All services provided shall
conform to all applicable federal,state,and local laws,rules and regulations. The City understands
that the actual amount of services and expenses depends on some factors outside of Contractor's
control, such as the City's level of involvement in the project and the speed of knowledge transfer.
The terms and conditions set forth in this Agreement shall control over any terms and conditions
in the Tyler SaaS Contract to the contrary.
Trang Nguyen, Finance Director("City's Project Manager"), shall be the person to whom
Contractor will report for the performance of services hereunder. It is understood that Contractor's
performance hereunder shall be under the supervision of City's Project Manager (or his/her
designee), that Contractor shall coordinate its services hereunder with City's Project Manager to
the extent required by City's Project Manager, and that all performances required hereunder by
Contractor shall be performed in accordance with the Services Warranty set forth in the Tyler SaaS
Contract, Section C(5)to the satisfaction of City's Project Manager and the City Manager.
2. Compensation and Fees.
a. The City agrees to pay Contractor the professional services fees in the
amounts set forth in the Investment Summary (attached as Exhibit A to the Tyler SaaS Contract).
Those amounts are payable in accordance with Contractor's Invoicing and Payment Policy
attached as Exhibit B to the Tyler SaaS Contract). The City acknowledges that the fees stated in
the Investment Summary are good-faith estimates of the amount of time and materials required for
the City's implementation. Contractor will bill the City the actual fees incurred based on the in-
scope services provided to the City. 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. As of the Effective Date,the estimated total compensation for all services performed under
this Agreement during the three (3) year initial term is ONE MILLION EIGHT HUNDRED
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THIRTY-SEVEN THOUSAND SIX HUNDRED TWENTY-NINE DOLLARS and 0/100
1,837,629.00). For avoidance of doubt, no services beyond those listed in the Investment
Summary will be added to the Agreement without mutual written consent of the parties.
b. The estimated total compensation amount listed in(a)above includes a one-
time fee of EIGHT HUNDRED THIRTY-NINE THOUSAND EIGHT HUNDRED THIRTY-
TWO and 0/100 ($839,832.00)and annual recurring fees of THREE HUNDRED THIRTY-TWO
THOUSAND NINE HUNDRED TWENTY-NINE and 0/100 ($332,929.00).
c. The above compensation does not include any travel expenses, but does
include the following costs: all clerical, administrative, overhead, insurance, reproduction, and
telephone related expenses.
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, including expenses and authorized extra work actually
performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed,the number of hours spent and any extra work performed.
c. City will pay Contractor the amount invoiced within forty-five(45)days of
the invoice date.
d. Full payment of an invoice shall constitute payment in full for all services,
authorized costs and authorized extra work covered by that invoice.
4. Chancre Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work,extension of time,and/or adjustment of the compensation to be paid by City to Contractor
and shall be signed by the City's Project Manager, City Manager or City Council, as applicable.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
right to control Contractor only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
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accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for all matters relating
to the payment of its subcontractors, agents and employees, including compliance with social
security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of
any nature whatsoever. Contractor acknowledges that it and any subcontractors, agents or
employees employed by Contractor shall not, under any circumstances, be considered employees
of City, and that they shall not be entitled to any of the benefits or rights afforded employees of
City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees
Retirement System benefits, or health, life, dental, long-term disability or workers' compensation
insurance benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Reserved.
9. Assignment or Subcontracting. This Agreement shall be binding on,and shall be
for the benefit of, either the City's or Contractor's successor(s) or permitted assign(s). No
assignment or subcontracting by Contractor of any part of this Agreement or of funds to be
received under this Agreement shall be of any force or effect unless the assignment or
subcontracting has the prior written approval of City, not to be unreasonably withheld; provided,
however, the City's consent is not required for an assignment by Contractor as a result of a
corporate reorganization, merger, acquisition, or purchase of substantially all of Contractor's
assets. Such assignment or subcontracting may be approved by the City Manager or designee.The
City may not assign this Agreement without the prior written consent of Contractor.
10. Time of Completion. Reserved.
11. Time Is of the Essence. Reserved.
12. Liquidated Damages. Reserved.
13. Delays and Extensions of Time. See Section H(9) (Force Majeure) of the Tyler
SaaS Contract.
14. Products of Contractor. Reserved.
15. Equal Employment Opportunity. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race,color,religion,sex,national origin,mental or physical disability that
is unrelated to the individual's ability to perform the duties of a particular job or position, or any
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other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability that is unrelated to the individual's ability to
perform the duties of a particular job or position, or any other basis prohibited by applicable law.
Such actions shall include,but not be limited to the following: employment, upgrading,demotion
or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms
of compensation and selection for training,including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, all notices related to
non-discrimination as may be required by applicable law.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability,or any other basis prohibited by applicable law.
c. Contractor shall cause the foregoing paragraphs(a)and(b)to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
17. Indemnity. See Sections G(1) and G(2.2)of the Tyler SaaS Contract.
18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by
applicable law for the protection of its employees during the progress of the work. Contractor
understands that it is an independent contractor and not entitled to any workers' compensation
benefits under any City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: One Million Dollars ($1,000,000.00) per claim; Two Million Dollars ($2,000,000) in
the aggregate. Said insurance shall cover bodily injury,death and property damage and be written
on an occurrence basis.
c. Contractor shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance:a combined single limit of One Million Dollars
1,000,000.00) per claim. Said insurance shall cover bodily injury, death and property damage
for all owned, non-owned and hired vehicles.
d. No representation is made that the minimum insurance requirements of this
Agreement are sufficient to cover the obligations of Contractor under this Agreement.
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e. Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees are included as additional insureds under the
terms of the policy for claims caused, in whole or in part,by Contractor as respects this Agreement.
Contractor will provide copies of certificates of insurance listing the City as certificate holder upon
the City's written request. The minimum coverage required by Subsection 1 8.b and c,above,shall
apply to City as an additional insured. Any umbrella liability insurance that is provided as part of
the general or automobile liability minimums set forth herein shall be maintained for the duration
of the Agreement.
f.Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000.00) per claim. Contractor agrees to
keep such policy in force and effect,or to purchase extended reporting rights, for at least three(3)
years from the date of completion of this Agreement.
g. The commercial general liability and automobile liability insurance policies
maintained by Contractor shall be primary insurance for claims that are caused, in whole or in part,
by Tyler as respects the contract. Contractor will determine its own needs in procurement of
insurance to cover liabilities other than as stated above.
h. Upon written request, Contractor shall furnish certificates of insurance, as
required by City,evidencing the aforementioned minimum insurance coverages on standard Acord
forms.
i.Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a rating of Grade A- or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
j Contractor will provide the City with notice of cancellation or non-renewal,
or reduction in Contractor's insurance coverages below the minimum requirements set forth in this
Agreement within thirty (30)days thereof unless replaced.
k. Contractor agrees to waive subrogation on claims under Contractor's
commercial general liability or automobile liability policies that arise out of or relate to this
Agreement and are between Contractor and City, except to the extent the damage or injury is
caused by the City.
1.All coverages for subcontractors shall be subject to all of the requirements
stated herein.
19. Termination. See Section F of the Tyler SaaS Contract.
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20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor shall maintain reasonably full and complete books, documents,
papers, accounting records, and other information (collectively, the "records") pertaining to the
costs of and completion of services performed under this Agreement. City and its authorized
representatives shall have access to and the right to audit and reproduce any of Contractor's records
regarding the services provided under this Agreement,once per year on one-week advance written
notice, and at City's expense. Unless otherwise agreed, the location of the records will be the
Contractor office servicing this Agreement during Contractor's normal business hours. The audit
will not include access to Contractor's personnel records,or conditions of employment. Contractor
shall maintain all such records for the greater of five (5) years from their creation or the period
required by applicable law.
21. Compliance with all Lawsilmmiaration Laws.
a. Contractor shall comply with all local, state and federal laws which are
applicable to the performance of this Agreement.
b. Reserved.
c. Contractor represents and warrants that it:
1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
IRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
e. Reserved.
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f.Reserved.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to determine the status of such employee,that may constitute a material breach
of this Agreement and may be cause for termination of this Agreement by City in accordance with
Section F(2.2)of the Tyler SaaS Contract.
h. Reserved.
22. Governing Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
the State or Federal courts serving Orange County, California.
23. Integration. See Section H(11) of the Tyler SaaS Contract.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three(3) days of deposit in the U.S. Mail,whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
CONTRACTOR" CITY"
Tyler Technologies, Inc. City of Orange
One Tyler Drive 300 E. Chapman Avenue
Yarmouth, ME 04096 Orange, CA 92866-1591
Attn.: Chief Legal Officer Attn.: Trang Nguyen
Telephone: 972-713-3720 Telephone: 714-744-2235
E-Mail: abigail.diaz@tylertech.com E-Mail: nguyent@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts,each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
Remainder of page intentionally left blank; signatures on next page]
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IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONTRACTOR" CITY"
TYLER TECHNOLOGIES, INC., CITY OF ORANGE, a municipal corporation
a California corporation
DocuSigned by: DocuSigned by:
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By: nnncdn,r7,RFdna By: n9nRRR777A9nA17
Chris Webster, President ERP& Civic Division Daniel R. Slater,Mayor
DocuSigned by:
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Rob Kennedy-Jensen, Group General Counsel
ATTEST:
E—DocuSigned by:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
DocuSipned by:
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Mike Vigliotta, City Attorney
NOTE:City requires the following signature(s) on behalf of the Contractor:
1)the Chairman of the Board,the President or a Vice-President,AND(2)the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement,must be provided to
City.
1/NA
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EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
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tyler
technologies
SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment
Summary, including providing Client with access to Tyler's proprietary software products,and Tyler
desires to provide such products and services under the terms of this Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
in this Agreement,Tyler and Client agree as follows:
SECTION A—DEFINITIONS
Agreement" means this Software as a Services Agreement.
Base Agreement" means the Software Services Agreement to which this Agreement is
attached.
Business Travel Policy" means our business travel policy. A copy of our current Business Travel
Policy is attached as Schedule 1 to Exhibit B.
Client" means the City of Orange, California.
Data" means your data necessary to utilize the Tyler Software.
Data Storage Capacity" means the contracted amount of storage capacity for your Data
identified in the Investment Summary.
Defect" means a failure of the Tyler Software to substantially conform to the functional
descriptions set forth in our written proposal to you,or their functional equivalent. Future
functionality may be updated, modified, or otherwise enhanced through our maintenance and
support services,and the governing functional descriptions for such future functionality will be
set forth in our then-current Documentation.
Defined Users" means the number of users that are authorized to use the SaaS Services. The
Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A
contains Enterprise Permitting& Licensing labeled software,defined users mean the maximum
number of named users that are authorized to use the Enterprise Permitting& Licensing labeled
modules as indicated in the Investment Summary.
Developer" means a third party who owns the intellectual property rights to Third Party
Software.
Documentation" means any online or written documentation related to the use or
functionality of the Tyler Software that we provide or otherwise make available to you, including
instructions, user guides, manuals and other training or self-help documentation.
Effective Date" means the date by which both your and our authorized representatives have
signed the Agreement.
Force Majeure" means an event beyond the reasonable control of you or us, including, without
limitation,governmental action,war, riot or civil commotion,fire, natural disaster, or any other
cause that could not with reasonable diligence be foreseen or prevented by you or us.
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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.
Order Form" means an ordering document that includes a quote or investment summary and
specifying the items to be provided by Tyler to Client, including any addenda and supplements
thereto.
SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary.
SaaS Services" means software as a service consisting of system administration, system
management, and system monitoring activities that Tyler performs for the Tyler Software,and
includes the right to access and use the Tyler Software, receive maintenance and support on the
Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and
archiving. SaaS Services do not include support of an operating system or hardware,support
outside of our normal business hours, or training, consulting or other professional services.
SLA" means the service level agreement. A copy of our current SLA is attached hereto as
Exhibit C.
Statement of Work" means the industry standard implementation plan describing how our
professional services will be provided to implement the Tyler Software, and outlining your and
our roles and responsibilities in connection with that implementation. The Statement of Work is
attached as Exhibit E.
Support Call Process" means the support call process applicable to all of our customers who
have licensed the Tyler Software. A copy of our current Support Call Process is attached as
Schedule 1 to Exhibit C.
Third Party Hardware" means the third party hardware, if any, identified in the Investment
Summary.
Third Party Products" means the Third Party Software and Third Party Hardware.
Third Party SaaS Services" means software as a service provided by a third party, if any,
identified in the Investment Summary.
Third Party Services" means the third party services, if any, identified in the Investment
Summary.
Third Party Software" means the third party software, if any, identified in the Investment
Summary.
Third Party Terms" means, if any,the end user license agreement(s)or similar terms for the
Third Party Products or other parties' products or services, as applicable, and attached or
indicated at Exhibit D.
Tyler" means Tyler Technologies, Inc.,a Delaware corporation.
Tyler Software" means our proprietary software, including any integrations, custom
modifications, and/or other related interfaces identified in the Investment Summary and
licensed by us to you through this Agreement.
we","us","our" and similar terms mean Tyler.
you"and similar terms mean Client.
SECTION B—SAAS SERVICES
1. Rights Granted.
1.1 We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely
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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 Section C(9). The foregoing notwithstanding,to the extent we
have sold you perpetual licenses for Tyler Software, if and listed in the Investment Summary,for
which you are receiving SaaS Services,your rights to use such Tyler Software are perpetual,
subject to the terms and conditions of this Agreement including,without limitation,Section
B(4). We will make any such software available to you for download.
2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our
Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount
of Data Storage Capacity. You may add additional users or additional data storage capacity on the
terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined
Users or Data Storage Capacity,we reserve the right to charge you additional fees commensurate
with the overage(s).
3. Ownership.
3.1 We retain all ownership and intellectual property rights to the SaaS Services,the Tyler Software,
and anything developed by us under this Agreement. You do not acquire under this Agreement
any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied by your employees for
internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize
that except to the extent necessary to carry out our obligations contained in this Agreement,we
do not create or endorse any Data used in connection with the SaaS Services.
4. Restrictions.You may not: (a) make the Tyler Software or Documentation resulting from the SaaS
Services available in any manner to any third party for use in the third party's business operations;
b) modify, make derivative works of,disassemble, reverse compile, or reverse engineer any part of
the SaaS Services; (c) access or use the SaaS Services in order to build or support,and/or assist a
third party in building or supporting, products or services competitive to us; or(d) license,sell, rent,
lease,transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service
bureau use, or otherwise commercially exploit or make the SaaS Services,Tyler Software, or
Documentation available to any third party other than as expressly permitted by this Agreement.
5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the
term of this Agreement. If the Tyler Software does not perform as warranted,we will use all
reasonable efforts, consistent with industry standards,to cure the Defect in accordance with the
maintenance and support process set forth in Section C(9), below,the SLA and our then current
Support Call Process.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on
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Standards for Attestation Engagements("SSAE") No. 21.We have attained, and will maintain,
SOC 1 and SOC 2 compliance, or its equivalent,for so long as you are timely paying for SaaS
Services. The scope of audit coverage varies for some Tyler Software solutions. Upon execution
of a mutually agreeable Non-Disclosure Agreement("NDA"),we will provide you with a
summary of our compliance report(s) or its equivalent. Every year thereafter,for so long as the
NDA is in effect and in which you make a written request,we will provide that same
information. If our SaaS Services are provided using a 3rd party data center, we will provide
available compliance reports for that data center.
6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In
either event, databases containing your Data will be dedicated to you and inaccessible to our
other customers.
6.3 Our Tyler data centers have fully-redundant telecommunications access, electrical power, and
the required hardware to provide access to the Tyler Software in the event of a disaster or
component failure. In the event of a data center failure,we reserve the right to employ our
disaster recovery plan for resumption of the SaaS Services. In that event,we commit to a
Recovery Point Objective ("RPO")of 24 hours and a Recovery Time Objective("RTO")of 24
hours. RPO represents the maximum duration of time between the most recent recoverable
copy of your hosted Data and subsequent data center failure. RTO represents the maximum
duration of time following data center failure within which your access to the Tyler Software
must be restored.
6.4 We conduct annual penetration testing of either the production network and/or web
application to be performed. We will maintain industry standard intrusion detection and
prevention systems to monitor malicious activity in the network and to log and block any such
activity. We will provide you with a written or electronic record of the actions taken by us in the
event that any unauthorized access to your database(s) is detected as a result of our security
protocols. We will undertake an additional security audit, on terms and timing to be mutually
agreed to by the parties,at your written request. You may not attempt to bypass or subvert
security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information, and
unauthorized vulnerability and penetration test scanning of our network and systems(hosted or
otherwise) is prohibited without the prior written approval of our IT Security Officer.
6.5 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific.
Should you request a client-specific disaster recovery test,we will work with you to schedule
and execute such a test on a mutually agreeable schedule. At your written request, we will
provide test results to you within a commercially reasonable timeframe after receipt of the
request.
6.6 We will be responsible for importing back-up and verifying that you can log-in. You will be
responsible for running reports and testing critical processes to verify the returned Data.
6.7 We provide secure Data transmission paths between each of your workstations and our servers.
6.8 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other
visitors to Tyler data centers must be signed in and accompanied by authorized personnel.
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Entry attempts to the data center are regularly audited by internal staff and external auditors to
ensure no unauthorized access.
6.9 Where applicable with respect to our applications that take or process card payment data,we
are responsible for the security of cardholder data that we possess, including functions relating
to storing, processing, and transmitting of the cardholder data and affirm that, as of the
Effective Date,we comply with applicable requirements to be considered PCI DSS compliant and
have performed the necessary steps to validate compliance with the PCI DSS.We agree to
supply the current status of our PCI DSS compliance program in the form of an official
Attestation of Compliance,which can be found at https://www.tylertech.com/about-
us/compliance, and in the event of any change in our status,will comply with applicable notice
requirements.
7. License Rights Terminate Upon Migration. When Tyler makes Tyler Software identified in the
Investment Summary(the"Evergreen Modules")and licensed pursuant to this Agreement available
to the Client for use in live production,the license to the Tyler software listed in Exhibit A,Schedule
1 (hereafter, "Migration Modules")terminates,as do Tyler's maintenance, support, and/or update
obligations for such software.
SECTION C—PROFESSIONAL SERVICES
1. Professional Services.We will provide you the various implementation-related services itemized in
the Investment Summary and described in the Statement of Work.
2. Professional Services Fees. See Section 2(a) of the Base Agreement.
3. Additional Services. The Investment Summary contains, and the Statement of Work describes,the
scope of services and related costs(including programming and/or interface estimates) required for
the project based on our understanding of the specifications you supplied. If additional work is
required, or if you use or request additional services,we will provide you with an addendum or
change order, as applicable, outlining the costs for the additional work. The price quotes in the
addendum or change order will be valid for thirty(30) days from the date of the quote. For
avoidance of doubt, no services beyond those listed in the Investment Summary will be added to the
Agreement without mutual written consent of the parties.
4. Cancellation. If you cancel services less than four(4)weeks in advance (other than for Force
Majeure or breach by us),you will be liable for all (a)daily fees associated with cancelled
professional services if we are unable to reassign our personnel and (b) any non-refundable travel
expenses already incurred by us on your behalf. We will make all reasonable efforts to reassign
personnel in the event you cancel within four(4)weeks of scheduled commitments.
5. Services Warranty. We will perform the services in a professional,workmanlike manner, consistent
with industry standards. In the event we provide services that do not conform to this warranty,we
will re-perform such services at no additional cost to you.
6. Site Access and Requirements. At no cost to us,you agree to provide us with full and free access to
your personnel,facilities, and equipment as may be reasonably necessary for us to provide
implementation services,subject to any reasonable security protocols or other written policies
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provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.
7. Background Checks. For at least the past twelve(12)years,all of our employees have undergone
criminal background checks prior to hire. All employees sign our confidentiality agreement and
security policies.
8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative
process requiring the time and resources of your personnel. You agree to use all reasonable efforts
to cooperate with and assist us as may be reasonably required to meet the agreed upon project
deadlines and other milestones for implementation. This cooperation includes at least working with
us to schedule the implementation-related services outlined in this Agreement. We will not be
liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or
to the failure by your personnel to provide such cooperation and assistance (either through action
or omission).
9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing
and Payment Policy,then in addition to the terms set forth in the SLA and the Support Call Process,
we will:
9.1 perform our maintenance and support obligations in a professional,good, and workmanlike
manner, consistent with industry standards,to resolve Defects in the Tyler Software(subject to
any applicable release life cycle policy);
9.2 provide support during our established support hours;
9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third
Party Software, if any, in order to provide maintenance and support services;
9.4 make available to you all releases to the Tyler Software (including updates and enhancements)
that we make generally available without additional charge to customers who have a
maintenance and support agreement in effect; and
9.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with
any applicable release life cycle policy.
We will use all reasonable efforts to perform support services remotely. Currently,we use a third-
party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore,
you agree to maintain a high-speed Internet connection capable of connecting us to your PCs and
server(s). You agree to provide us with a login account and local administrative privileges as we may
reasonably require to perform remote services. We will, at our option, use the secure connection to
assist with proper diagnosis and resolution,subject to any reasonably applicable security protocols.
If we cannot resolve a support issue remotely,we may be required to provide onsite services. In
such event,we will be responsible for our travel expenses, unless it is determined that the reason
onsite support was required was a reason outside our control. Either way,you agree to provide us
with full and free access to the Tyler Software,working space, adequate facilities within a
reasonable distance from the equipment, and use of machines, attachments,features, or other
equipment reasonably necessary for us to provide the maintenance and support services, all at no
charge to us. We strongly recommend that you also maintain your VPN for backup connectivity
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purposes.
For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support
unless Tyler cannot remotely correct a Defect in the Tyler Software,as set forth above); (b)
application design; (c)other consulting services;or(d) support outside our normal business hours as
listed in our then-current Support Call Process. Requested services such as those outlined in this
section will be billed to you on a time and materials basis at our then current rates. You must
request those services with at least one (1)weeks'advance notice.
10. Support of Migration Modules. Beginning on the commencement of the initial term as set forth in
Section F (1)of this Agreement,and contingent upon Client's timely payment of annual SaaS Fees
for Tyler Evergreen Modules, Client is entitled to receive, at no additional charge, maintenance and
support for the Migration Modules until Tyler makes the Tyler Evergreen Modules available for use
in live production.
SECTION D—THIRD PARTY PRODUCTS
1. Third Party Hardware. We will sell,deliver, and install onsite the Third Party Hardware, if you have
purchased any,for the price set forth in the Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
2. Third Party Software. As part of the SaaS Services,you will receive access to the Third Party
Software and related documentation for internal business purposes only. Your rights to the Third
Party Software will be governed by the Third Party Terms.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant access to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full,you will receive
free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not
warrant or guarantee the performance of the Third Party Products. However,we grant and pass
through to you any warranty that we may receive from the Developer or supplier of the Third
Party Products.
4. Third Party Services. If you have purchased Third Party Services,those services will be provided
independent of Tyler by such third-party at the rates set forth in the Investment Summary and in
accordance with our Invoicing and Payment Policy.
SECTION E-INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in
the Investment Summary per our Invoicing and Payment Policy,subject to Section E(2).
2. Invoice Disputes. If you believe any delivered software or service does not conform to the
warranties in this Agreement,you will provide us with written notice within thirty(30) days of your
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receipt of the applicable invoice. The written notice must contain reasonable detail of the issues
you contend are in dispute so that we can confirm the issue and respond to your notice with either a
justification of the invoice,an adjustment to the invoice, or a proposal addressing the issues
presented in your notice. We will work with you as may be necessary to develop an action plan that
outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.
You may withhold payment of the amount(s)actually in dispute, and only those amounts, until we
complete the action items outlined in the plan. If we are unable to complete the action items
outlined in the action plan because of your failure to complete the items agreed to be done by you,
then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS
Services, including maintenance and support services, if you fail to pay an invoice not disputed as
described above within fifteen (15)days of notice of our intent to do so.
SECTION F—TERM AND TERMINATION
1. Term. The initial term of this Agreement is three (3)years,commencing on 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. If you believe we have materially breached this Agreement,you will invoke the
Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause
in the event we do not cure, or create a mutually agreeable action plan to address, a material
breach of this Agreement within the thirty(30) day window set forth in Section H(3).
2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event
suspends performance of the SaaS Services for a period of forty-five (45) days or more.
2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds
sufficient to utilize the SaaS Services,you may unilaterally terminate this Agreement upon thirty
30)days written notice to us. You will not be entitled to a refund or offset of previously paid,
but unused SaaS Fees. You agree not to use termination for lack of appropriations as a
substitute for termination for convenience.
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SECTION G—INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend you against any third party claim(s)that the Tyler Software or Documentation
infringes that third party's patent, copyright,or trademark,or misappropriates its trade secrets,
and will pay the amount of any resulting adverse final judgment (or settlement to which we
consent). You must notify us promptly in writing of the claim and give us sole control over its
defense or settlement. You agree to provide us with reasonable assistance,cooperation,and
information in defending the claim at our expense.
1.2 Our obligations under this Section G(1)will not apply to the extent the claim or adverse final
judgment is based on your use of the Tyler Software in contradiction of this Agreement,
including with non-licensed third parties,or your willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim related to the
Tyler Software,we may,at our expense and without obligation to do so,either: (a) procure for
you the right to continue its use; (b) modify it to make it non-infringing;or(c) replace it with a
functional equivalent, in which case you will stop running the allegedly infringing Tyler Software
immediately. Alternatively,we may decide to litigate the claim to judgment, in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
is enjoined by a court of competent jurisdiction, in addition to paying any adverse final
judgment(or settlement to which we consent), we will, at our option,either: (a) procure the
right to continue its use; (b) modify it to make it non-infringing; or(c) replace it with a functional
equivalent. This section provides your exclusive remedy for third party copyright, patent, or
trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and
against any and all third-party claims, losses, liabilities, damages,costs, and expenses(including
reasonable attorney's fees and costs)for(a) personal injury or property damage to the extent
caused by our negligence or willful misconduct; or(b) our violation of PCI-DSS requirements or a
law applicable to our performance under this Agreement. You must notify us promptly in
writing of the claim and give us sole control over its defense or settlement. You agree to
provide us with reasonable assistance,cooperation, and information in defending the claim at
our expense.
2.2 To the extent permitted by applicable law,you will indemnify and hold harmless us and our
agents,officials, and employees from and against any and all third-party claims, losses,
liabilities, damages,costs, and expenses(including reasonable attorney's fees and costs)for
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.
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3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO,ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER
DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT,WHETHER BASED ON A THEORY
OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY,SHALL BE LIMITED TO
YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH
IN SECTION F(1),TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL
TERM,THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN
RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER
APPLICABLE LAW,THE EXCLUSION OF CERTAIN DAMAGES,AND EACH SHALL APPLY REGARDLESS
OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF
LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2).
5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
6. Insurance. See Section 18 of the Base Agreement.
SECTION H—GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates
set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a
mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12)
months have expired,you may purchase additional products and services at our then-current list
price, also by executing a mutually agreed addendum. The terms of this Agreement will control any
such additional purchase(s), unless otherwise specifically provided in the addendum.
2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will
be valid for twelve (12) months from the Effective Date.
3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming
aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes,
including, if requested by either party, appointing a senior representative to meet and engage in
good faith negotiations with our appointed senior representative. Senior representatives will
convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings
and discussions between senior representatives will be deemed confidential settlement discussions
not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If
we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort
to resolve the dispute. If the dispute remains unresolved after mediation,then either of us may
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assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this
section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution
procedures.
4. Taxes. The fees in the Investment Summary do 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. See Section 15 of the Base Agreement.
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. See Section 9 of the Base Agreement.
8. Binding Effect; No Assignment. See Section 9 of the Base Agreement.
9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in
performing its obligations under this Agreement to the extent that the delay is caused by Force
Majeure; provided, however,that within ten (10) business days of the Force Majeure event,the
party whose performance is delayed provides the other party with written notice explaining the
cause and extent thereof, as well as a request for a reasonable time extension equal to the
estimated duration of the Force Majeure event.
10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you
and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have
the right to make any claim or assert any right under this Agreement. This provision does not affect
the rights of third parties under any Third Party Terms.
11. Entire Agreement;Amendment. This Agreement represents the entire agreement between you and
us with respect to the subject matter hereof, and supersedes any prior agreements, understandings,
and representations,whether written,oral, expressed, implied,or statutory. Purchase orders
submitted by you, if any, are for your internal administrative purposes only, and the terms and
conditions contained in those purchase orders will have no force or effect. This Agreement may
only be modified by a written amendment signed by an authorized representative of each party.
12. Severability. If any term or provision of this Agreement is held invalid or unenforceable,the
remainder of this Agreement will be considered valid and enforceable to the fullest extent
permitted by law.
13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced
by either party, such non-enforcement will not act as or be deemed to act as a waiver or
modification of this Agreement, nor will such non-enforcement prevent such party from enforcing
each and every term of this Agreement thereafter.
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14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
15. Notices. See Section 24 of the Base Agreement.
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and
promotional materials.
17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of
such information could violate rights to private individuals and entities, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be
confidential and includes,without limitation, personal identifying information (e.g., social security
numbers) and trade secrets,each as defined by applicable state law. Each party agrees that it will
not disclose any confidential information of the other party and further agrees to take all reasonable
and appropriate action to prevent such disclosure by its employees or agents. The confidentiality
covenants contained herein will survive the termination or cancellation of this Agreement. This
obligation of confidentiality will not apply to information that:
a) is in the public domain,either at the time of disclosure or afterwards, except by breach of
this Agreement by a party or its employees or agents;
b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
c) a party receives from a third party who has a right to disclose it to the receiving party; or
d) is the subject of a legitimate disclosure request under the open records laws or similar
applicable public disclosure laws governing this Agreement; provided, however,that in the
event you receive an open records or other similar applicable request,you will give us
prompt notice and otherwise perform the functions required by applicable law.
18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your
Data. In the event we detect malware or other conditions associated with your Data that are
reasonably suspected of putting Tyler resources or other Tyler clients' data at risk, we reserve the
absolute right to move your Data from its location within a multi-tenancy Tyler hosted environment
to an isolated "quarantined" environment without advance notice. Your Data will remain in such
quarantine for a period of at least six(6) months during which time we will review the Data, and all
traffic associated with the Data,for signs of malware or other similar issues. If no issues are
detected through such reviews during the six(6) month period of quarantine,we will coordinate
with you the restoration of your Data to a non-quarantined environment. In the event your Data
must remain in quarantine beyond this six(6) month period through no fault of Tyler's,we reserve
the right to require payment of additional fees for the extended duration of quarantine. We will
provide an estimate of what those costs will be upon your request.
19. Business License. In the event a local business license is required for us to perform services
hereunder,you will promptly notify us and provide us with the necessary paperwork and/or contact
information so that we may timely obtain such license.
20. Governing Law. See Section 22 of the Base Agreement.
21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple
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originals, any of which will be independently treated as an original document. Any electronic,faxed,
scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment
hereto will be deemed an original signature and will be fully enforceable as if an original signature.
Each party represents to the other that the signatory set forth below is duly authorized to bind that
party to this Agreement.
22. Cooperative Procurement. To the maximum extent permitted by applicable law,we agree that this
Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve
the right to negotiate and customize the terms and conditions set forth herein, including but not
limited to pricing,to the scope and circumstances of that cooperative procurement.
23. Data & Insights Solution Terms. Your use of certain Tyler solutions includes Tyler's Data & Insights
data platform. Your rights, and the rights of any of your end users,to use Tyler's Data & Insights
data platform is subject to the Data & Insights SaaS Services Terms of Service, available at
https://www.tylertech.com/terms/data-insights-saas-services-terms-of-service. By signing a Tyler
Agreement or Order Form,or accessing, installing, or using any of the Tyler solutions listed at the
linked terms,you certify that you have reviewed, understand, and agree to said terms.
24. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Schedule 1: Migration Modules
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Exhibit E Statement of Work
IN WITNESS WHEREOF,a duly authorized representative of each party has executed this Agreement as
of the date(s) set forth below.
Tyler Technologies, Inc.City of Orange, California
By: By:
Name: Name:
Title: Title:
Date: Date:
Address for Notices: Address for Notices:
Tyler Technologies, Inc.City of Orange
One Tyler Drive 300 E. Chapman Ave.
Yarmouth, ME 04096 Orange, CA 92866-1591
Attention: Chief Legal Officer Attention:Trang Nguyen
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Exhibit A
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technologies
Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration
date in the Investment Summary that may have lapsed as of the Effective Date. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement. In the event of
conflict between the Agreement and terms in the Comments section of this Investment Summary,the
language in the Agreement will prevail.
Tyler sales quotation to be inserted prior to Agreement execution.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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Exhibit A o
m
Quoted By: Jason Cloutier
rQuote Expiration: 03/04/24 CD••••• tyle Quote Name: City of Orange-EERP
technologies
Quote Description: Tyler Enterprise ERP (Updated
1.16.24)
CT
Saas Term 3.00 r'nw
Sales Quotation For: Shipping Address:
A
City of Orange o
rn
PO Box 449
Orange CA 92856-9049 0
CON)N_
m
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Financial Management
Accounting 1 296 51,847.00
Accounts Payable 1 96 15,140.00
Assets Mobile 1 16 3,478.00
Budgeting 1 128 15,140.00
Capital Assets 1 112 14,379.00
Cash Management 1 72 10,564.00
Contract Management 1 56 6,538.00
Inventory 1 112 14,379.00
Project&Grant Accounting 1 92 10,141.00
Purchasing 1 256 25,595.00
Human Resources Management
Human Resources&Talent Management 1 232 5,705.00
Payroll with Employee Access 1 272 8,444.00
Time&Attendance w Mobile Access- Up to 750 Employees 1 216 23,000.00
2023-425894-D7Q8P5 Page 1
o
Exhibit A oo
c
cn
o
111RevenueManagement
Accounts Receivable 1 192 12,526.00
0
Cashiering 1 72 31,354.00 0
General Billing 1 96 6,797.00
Resident Access 1 96 14,400.00 0
Utility Billing CIS 1 332 30,550.00 co
Utility Billing Meter Interface 1 60 8,859.00 W
T
Content Management A
0
Content Manager Core includes Onboarding 1 64 21,305.00 A
do
Data Insights m
0
Enterprise Analytics and Reporting w Executive Insights 1 128 27,636.00 2.1
Open Finance 1 0 22,800.00 m
01
Additional
N
51
Enterprise Forms Processing Software (including Common Form Set) 1 0 9,750.00 m
A
Sub-Total: 390,327.00
Less Discount: 57,893.00
TOTAL 2996 332,434.00
Professional Services
Description Quantity Unit Price Ext Discount Extended Price Maintenance
Capital Assets Import Hours 24 175.00 $ 2,112.00 2,088.00 0.00
COA Import Hours 20 175.00 $ 1,760.00 1,740.00 0.00
Executive Insights Implementation 1 $ 10,500.00 0.00 10,500.00 0.00
Install Fee-Open Finance 1 7,000.00 0.00 7,000.00 0.00
Payroll Accruals Import Hours 8 175.00 704.00 696.00 0.00
Payroll Deductions Import Hours 12 175.00 $ 1,056.00 1,044.00 0.00
Position Control Import Hours 8 175.00 704.00 696.00 0.00
Project Management 752 200.00 0.00 $ 150,400.00 0.00
State Retirement Tables Import Hours 8 175.00 704.00 696.00 0.00
Conversions—See Detailed Breakdown Below 40,750.00 0.00
2023-425894-D708P5 Page 2
Exhibit A
cn'
Onsite Implementation 764 225.00 0.00 $ 171,900.00 0.00
Remote Implementation 2232 200.00 0.00 $446,400.00 0.00 0
TOTAL 833,910.00 0.00
fD
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Payments
List Service Basis
rn
Use Case Price Min Points Rate Cap POS Online IVR 00
w
Payments-Client Card Cost- Interchange Plus o
w
Enterprise ERP W
Enterprise ERP Payments Utility Billing 0.50% $0.50 X X X o
Enterprise ERP Payments General Billing 0.50% $ 0.50 X X X
CO
Payments- Other Fees
Enterprise ERP
Client eCheck Cost 1.00
eCheck Rejects 5.00
Credit Card Chargebacks
15.00
Client Card Cost-Interchange Plus Per card transaction with Visa, MasterCard, Discover, and American Express for all transactions on top of
industry-driven rates for bank fees, card brand fees, interchange fees, dues,assessments, and other processing
fees.
Enterprise ERP Payments IVR Cost-Additional $0.50 per transaction on top of Card and eCheck fee.
Client eCheck Cost Per electronic check transaction.
eCheck Rejects When an eCheck transaction comes back as declined (e.g bounced check)
Credit Card Chargebacks If a card payer disputes a transaction at the card issuing bank(e.g. stolen card)
3rd Party Hardware,Software and Services
Unit
Unit Unit Maint/SaaS Total
Description Qty Unit Price Discount Total Price Maint/SaaS Discount Maint/SaaS
Barcode Printer Kit 1 $ 1,445.00 $0.00 $ 1,445.00 145.00 0.00 145.00
2023-425894-D7Q8P5 Page 3
Exhibit A o
0c
Fa
Barcode Scanner- NX6 Rugged Mobile Scanning rn
Device 1 $ 1,695.00 $0.00 $ 1,695.00 170.00 0.00 170.00 0
Cash Drawer 1 260.00 $0.00 $ 260.00 0.00 0.00 0.00CD
Hand Held Scanner- Model 1950GSR 1 450.00 $0.00 $450.00 0.00 0.00 0.00 P
Hand Held Scanner Stand 1 30.00 $0.00 30.00 0.00 0.00 0.00 V
Payments Lane 3000 Terminal Purchase 1 419.00 $0.00 $419.00 0.00 0.00 0.00 ANcoPaymentsPCIServiceFee (Per Device) 1 0.00 $0.00 0.00 180.00 0.00 180.00 7'
rn
Printer(TM-S900011) 1 $ 1,623.00 $0.00 $ 1,623.00 0.00 0.00 0.00 co
11CD
A
TOTAL 5,922.00 495.00 0
00
0rn
Summary One Time Fees Recurring Fees o
VV
Total Tyler License Fees 0.00 0.00 W
01
Total SaaS 0.00 332,434.00
En
Total Tyler Services 833,910.00 0.00 A
Total Third-Party Hardware, Software, Services 5,922.00 495.00
Summary Total 839,832.00 332,929.00
Contract Total 1,837,629.00
Estimated Travel Expenses excl in Contract
Total 58,840.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held
For six(6) months from the Quote date or the Effective Date of the Contract,whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
All Primary values quoted in US Dollars
Detailed Breakdown of Conversions(Included in Summary Total)
Description Qty Unit Price Unit Discount Extended Price
Financials
2023-425894-D708P5 Page 4
Exhibit A o
c
z
m
Accounting 1 $9,500.00 4,750.00 4,750.00 r
Accounts Payable 1 $ 14,700.00 7,350.00 7,350.00 0
Contracts 1 $6,000.00 3,000.00 3,000.00 a>
Inventory 1 $7,000.00 3,500.00 3,500.00 0
Project Accounting 1 $9,500.00 4,750.00 4,750.00
Purchase Orders 1 $8,000.00 4,000.00 4,000.00 W
Human Resources Management W
Human Resources Management 1 $ 14,300.00 7,150.00 7,150.00 A
0
Revenue Management A
General Billing 1 $ 12,500.00 6,250.00 6,250.00
co
0
VO
TOTAL 40,750.00 CO
N_
m
A
Tyler Annual Discount Detail (Excludes Optional Products)
Annual Fee
Description Annual Fee Discount Annual Fee Net
Financial Management
Accounting 51,847.00 11,406.00 40,441.00
Accounts Payable 15,140.00 3,331.00 11,809.00
Assets Mobile 3,478.00 0.00 3,478.00
Budgeting 15,140.00 3,331.00 11,809.00
Capital Assets 14,379.00 3,163.00 11,216.00
Cash Management 10,564.00 0.00 10,564.00
Contract Management 6,538.00 1,438.00 5,100.00
Inventory 14,379.00 3,163.00 11,216.00
Project&Grant Accounting 10,141.00 2,231.00 7,910.00
Purchasing 25,595.00 5,631.00 19,964.00
2023-425894-D708P5 Page 5
Exhibit A o
c
w.
Human Resources Management rn
Human Resources&Talent Management 5,705.00 1,255.00 4,450.00 0
Payroll with Employee Access 8,444.00 1,858.00 6,586.00 CD
Time &Attendance w Mobile Access- Up to 750 Employees 23,000.00 0.00 23,000.00 0
Revenue Management NJ
Accounts Receivable 12,526.00 2,756.00 9,770.00 w
Cashiering 31,354.00 3,762.00 27,592.00 m
CO
General Billing 6,797.00 1,495.00 5,302.00
Resident Access 14,400.00 0.00 14,400.00 c
Utility Billing CIS 30,550.00 4,583.00 25,967.00 w
0
Utility Billing Meter Interface 8,859.00 1,329.00 7,530.00 0
Content Management o
Content Manager Core includes Onboarding 21,305.00 0.00 21,305.00 0
ry
Data Insights
Enterprise Analytics and Reporting w Executive Insights 27,636.00 0.00 27,636.00 A
Open Finance 22,800.00 5,016.00 17,784.00
Additional
Enterprise Forms Processing Software (including Common
Form Set) 9,750.00 2,145.00 7,605.00
TOTAL 390,327.00 57,893.00 332,434.00
Comments
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and
timeline as defined in the Statement of Work(SOW)for your project.The actual amount of services required may vary, based on these factors.
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be
altered by the Client,Tyler reserves the right to adjust prices for the remaining scope accordingly.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel
Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties,which you are
responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than four(4)weeks in advance,Client is liable to Tyler for(i)all non-refundable expenses incurred by Tyler on
2023-425894-D7Q8P5 Page 6
Exhibit A o
Client's behalf; and (ii)daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel. rn
The Implementation Hours included in this quote assume a work split effort of 70%Client and 30%Tyler.a
0
Implementation Hours are scheduled and delivered in four(4)or eight(8) hour increments.
N
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
m
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- co
Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users. o
4,A
As a new Tyler client,you are entitled to a 14-day or a 30-day trial of the Managed Detection and Response cybersecurity service. Please reference m
https://www.tylertech.com/services/tyler-detect for more information on the service and contact CybersecuritySales@tylertech.com to initiate the
trial.A
CO
N
Tyler currently supports the following identity providers(IdP's)for use with Tyler back-office solutions: Microsoft Active Directory through Azure AD, m
ADFS or Okta AD agent, Google Cloud Identity, Okta, and Identity Automation Rapid Identity.Any requirement by you to use an IdP not supported by
Tyler will require additional costs, available upon request.
Content Manager Core includes up to 1TB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of$5,000
per TB.
The SaaS fees for product that are not named users are based on 150 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.
Financial library includes:standard A/P check, standard EFT/ACH, standard Purchase order, standard Contract, 1099M, 10991NT, 1099S, 1099NEC
and 1099G.
General Billing library includes: standard invoice, standard statement, standard general billing receipt and standard miscellaneous receipt.
Personnel Actions Forms Library includes: standard Personnel Action form - New and standard Personnel Action Form -Change.
Your rights, and the rights of any of your end users,to use Tyler's Data & Insights SaaS Services, or certain Tyler solutions which include Tyler's
Data & Insights data platform, are subject to the Terms of Services, available at https://www.tylertech.com/terms/data-insights-saas-services-
terms-of-service. By signing this sales quotation, or accessing, installing, or using any of the Tyler solutions listed at the linked terms,you certify
that you have reviewed, understand, and agree to said terms.
2023-425894-D7Q8P5 Page 7
Exhibit A
Payroll library includes: standard PR check,standard direct deposit, standard vendor from payroll check, standard vendor from payroll direct rn
deposit, W2,W2c,ACA 1095B,ACA 1095C and 1099 R.
CDm
All hardware related to Assets Mobile and Inventory Mobile will be under a standard maintenance plan which starts when they are shipped.This
includes replacement of your current hardware if it cannot be fixed through the standard helpdesk process.
Accounting conversion includes:Actuals(total balances only) up to 5 years, Budgets (total balances only) up to 5 years ao
co
Accounts Payable conversion includes:Standard -Vendors, Remit Addresses, 1099 Amounts, Check History(Header, Detail) - up to 5 years,A
Invoices(Header, Detail)-up to 5 years o
Contracts conversion includes: Standard
W
N
General Billing conversion includes:Standard -CID, Recurring Invoices, Bills(Header, Detail), Payment History, Invoices-up to 5 years m
4,
A
Human Resources Management conversion includes: Standard - Employee Master,Address,Accumulators(Earnings& Deduction totals by
period) - up to 5 years,Check History-up to 5 years, Earning/Deduction History- up to 5 years, PM Action History-up to 5 years, Certifications,
Education
Project Accounting conversion includes:Standard,Actuals- up to 5 years, Budgets- up to 5 years
Purchase Orders conversion includes: Standard -Open POs, Closed POs- up to 5 years
In the event Client acquires from Tyler any edition of Content Manager software other than Enterprise Edition,the license for Content Manager
is restricted to use with Tyler applications only. If Client wishes to use Content Manager software with non-Tyler applications, Client must
purchase or upgrade to Content Manager Enterprise Edition.
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.
Inventory conversion includes: Standard - Master
Fees for year one of hardware maintenance are invoiced upon delivery of the hardware,with subsequent years'fees billed annually, in advance.
2023-425894-D708P5 Page 8
Exhibit A
mz
m
0
Your use of Payments and any related items included on this order is subject to the terms found at: https://www.tylertech.com/terms/payment-
card-processing-agreement. By signing this order or the agreement in which it is included, you agree you have read, understand, and agree to
such terms. Please see attached Payments fee schedule.
0
ANW
Utility billing library includes:standard Utility bill,standard UB receipt,standard UB delinquent notice, standard door hanger and standard finalco
utility bill.
ACO
rnm
2023-425894-0708P5 Page 9
DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit A
Schedule 1
tyler
technologies
Exhibit A
Schedule 1
Migration Modules
GL/AP/PG
Forms
Accounts Receivable
LaserFiche interface
Site License
Advanced Budgeting
Contract Management
TOP Fax Output Channel
Bid &Quote
Payroll
Human Resources
Crystal Reports Site License
Report Views
State Package
Project Accounting
Inventory
Position Budgeting
Fixed Assets
Annual Comprehensive Financial Report
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit B
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technologies
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. Beginning on the commencement of the initial
term, Client shall no longer be required to pay annual support fees for the Migration Modules.
2. Other Tyler Software and Services.
2.1 VPN Device:The fee for the VPN device will be invoiced upon installation of the VPN.
2.2 Implementation and Other Professional Services(including training): Implementation and
other professional services(including training) are billed and invoiced as delivered, at the
rates set forth in the Investment Summary.
2.3 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.
2.4 Conversions: Fixed-fee conversions are invoiced 50%upon initial delivery of the converted
Data, by conversion option, and 50% upon Client acceptance to load the converted Data into
Live/Production environment, by conversion option. Where conversions are quoted as
estimated,we will bill you the actual services delivered on a time and materials basis.
2.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler
Software are invoiced 50%upon delivery of specifications and 50%upon delivery of the
applicable modification. You must report any failure of the modification to conform to the
specifications within thirty(30) days of delivery;otherwise,the modification will be deemed
to be in compliance with the specifications after the 30-day window has passed. You may
still report Defects to us as set forth in this Agreement.
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit B
2.6 Other Fixed Price Services:Other fixed price services are invoiced as delivered, at the rates
set forth in the Investment Summary. For the avoidance of doubt,where "Project Planning
Services"are provided, payment will be due upon delivery of the Implementation Planning
document. Dedicated Project Management services, if any,will be billed monthly in arrears,
beginning on the first day of the month immediately following initiation of project planning.
2.7 Annual Services: Unless otherwise indicated in this Exhibit B,fees for annual services are due
annually, in advance, commencing on the availability of the service. Your annual fees for the
initial term are set forth in the Investment Summary. Upon expiration of the initial term,
your annual fees will be at our then-current rates.
3. Third Party Products and Hardware.
3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced
when we make it available to you for downloading.
3.2 Third Party Software Maintenance:The first year maintenance fee for the Third Party
Software is invoiced when we make it available to you for downloading.Subsequent annual
maintenance fees for Third Party Software are invoiced annually, in advance, at then-
current rates, upon each anniversary thereof.
3.3 Hardware:Third Party Hardware costs, if any, are invoiced upon delivery.
3.4 Hardware Maintenance:The first year maintenance fee for Hardware is invoiced upon
delivery of the hardware. Subsequent annual maintenance fees for hardware are invoiced
annually, in advance, at then-current rates, upon each anniversary thereof.
3.5 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along
with applicable expenses, at the rates set forth in the Investment Summary. For the
avoidance of doubt, Finite Matters will invoice Client directly for any services fees for
Pattern Stream.
3.6 Third Party SaaS: Third Party SaaS Services fees, if any,are invoiced annually, in advance,
commencing with availability of the respective Third Party SaaS Services. Pricing for the first
year of Third Party SaaS Services is indicated in the Investment Summary. Pricing for
subsequent years will be at the respective third party's then-current rates.
4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction
call, message, etc.)fees are invoiced on a quarterly basis. Fees are indicated in Exhibit A and
may be increased by Tyler upon notice of no less than thirty(30) days.
5. Expenses. The service rates in the Investment Summary do not include travel expenses.
Expenses for Tyler delivered services will be billed as incurred and only in accordance with our
then-current Business Travel Policy, plus a 10%travel agency processing fee. Our current
Business Travel Policy is attached to this Exhibit B as Schedule 1. Copies of receipts will be
provided upon request;we reserve the right to charge you an administrative fee depending on
the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit B
mileage logs are not available.
6. Credit for Prepaid Maintenance and Support Fees for Migration Modules. Client will receive a
credit for the maintenance and support fees prepaid for the Migration Modules for the time
period commencing on the first day of the initial term, as set forth in Section F (1)of this
Agreement. Migration Modules are listed at Exhibit A, Schedule 1.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We
prefer to receive payments electronically. Our electronic payment information is available by contacting
AR@tylertech.com.
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit B
Schedule 1
ktyler
technologies
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.
tyler
DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
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 for tolls and parking. Mileage will be calculated
by using the employee's office as the starting and ending point, in compliance with IRS regulations.
Employees who have been designated a home office should calculate miles from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience,
and the specific situation reasonably require their use. When renting a car for Tyler business,
employees should select a "mid-size" or"intermediate" car. "Full" size cars may be rented when
three or more employees are traveling together. Tyler carries leased vehicle coverage for business
car rentals;except for employees traveling to Alaska and internationally(excluding Canada),
additional insurance on the rental agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and
from airports when less expensive means of transportation are unavailable or impractical. The
actual fare plus a reasonable tip(15-18%) are reimbursable. In the case of a free hotel shuttle to the
airport,tips are included in the per diem rates and will not be reimbursed separately.
D. Parking&Tolls
When parking at the airport, employees must use longer term parking areas that are measured in
days as opposed to hours. Park and fly options located near some airports may also be used. For
extended trips that would result in excessive parking charges, public transportation to/from the
airport should be considered. Tolls will be reimbursed when receipts are presented.
3. Lodging
Tyler's TMC will select hotel chains that are well established, reasonable in price,and conveniently
located in relation to the traveler's work assignment. Typical hotel chains include Courtyard,
Fairfield Inn, Hampton Inn,and Holiday Inn Express. If the employee has a discount rate with a local
hotel,the hotel reservation should note that discount and the employee should confirm the lower
rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be
noted in their travel profiles so that the employee can take advantage of any lower club rates.
No shows" or cancellation fees are not reimbursable if the employee does not comply with the
hotel's cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed
separately.
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit B
Schedule 1
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%
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.
s. tyler
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit B
Schedule 1
5. Internet Access—Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high
speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If
an employee's hotel charges for internet access it is reimbursable up to$10.00 per day. Charges for
internet access at airports are not reimbursable.
6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be
reserved through TMC using the "lowest practical coach fare"with the exception of flights that are
six(6)or more consecutive hours in length. In such event,the next available seating class above
coach shall be reimbursed.
When required to travel internationally for business,employees shall be reimbursed for photo fees,
application fees, and execution fees when obtaining a new passport book, but fees related to
passport renewals are not reimbursable.Visa application and legal fees, entry taxes and departure
taxes are reimbursable.
The cost of vaccinations that are either required for travel to specific countries or suggested by the
U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.
Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit C
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technologies
Exhibit C
SERVICE LEVEL AGREEMENT
I.Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It
outlines the information technology service levels that we will provide to you to ensure the availability of
the application services that you have requested us to provide. All other support services are documented
in the Support Call Process. This SLA does not apply to any Third Party SaaS Services. All other support
services are documented in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the
Agreement.
Actual Attainment: The percentage of time the Tyler Software is available during a calendar month,
calculated as follows: (Service Availability—Downtime)-Service Availability.
Client Error Incident:Any service unavailability resulting from your applications,content or equipment,or
the acts or omissions of any of your service users or third-party providers over whom we exercise no
control.
Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch,
login, search or save primary data in the Tyler Software. Downtime does not include those instances in
which only a Defect is present.
Emergency Maintenance Window: (1) maintenance that is required to patch a critical security
vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or
3) maintenance that is mutually agreed upon in writing by Tyler and the Client.
Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window.
Service Availability: The total number of minutes in a calendar month that the Tyler Software is capable
of receiving, processing,and responding to requests,excluding Planned Downtime,Client Error Incidents,
denial of service attacks and Force Majeure. Service Availability only applies to Tyler Software being used
in the live production environment.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard
Maintenance is limited to five(5) hours per week.
III. Service Availability
a. Your Responsibilities
Whenever you experience Downtime,you must make a support call according to the procedures outlined
in the Support Call Process. You will receive a support case number.
b. Our Responsibilities
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit C
When our support team receives a call from you that Downtime has occurred or is occurring,we will work
with you to identify the cause of the Downtime (including whether it may be the result of Planned
Downtime, a Client Error Incident,denial of service attack or Force Majeure). We will also work with you
to resume normal operations.
c.Client Relief
Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief
Schedule found below. Your relief credit is calculated as a percentage of the SaaS Fees paid for the
calendar month.
In order to receive relief credits, you must submit a request through one of the channels listed in our
Support Call Process within fifteen days(15)of the end of the applicable month. We will respond to your
relief request within thirty(30)day(s)of receipt.
The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such
credit does not relieve us of our obligations under the Agreement to correct the problem which created
the service interruption.
Credits are only payable when Actual Attainment results in eligibility for credits in consecutive months
and only for such consecutive months.
99.99%-98.00% Remedial action will be taken
97.99%-95.00% 4%
Below 95.00%5%
IV. Maintenance Notifications
We perform Standard Maintenance during limited windows that are historically known to be reliably
low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic,we will
provide advance notice of those windows and will coordinate to the greatest extent possible with you.
Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that
activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable,
we will provide advance notice, as reasonably practicable, that the Tyler Software will be unavailable
during the maintenance window.
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Exhibit C
Schedule 1
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Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
1) On-line submission (portal)—for less urgent and functionality-based questions, users may create
support incidents through the Tyler Customer Portal available at the Tyler Technologies website.
A built-in Answer Panel provides users with resolutions to most"how-to" and configuration-
based questions through a simplified search interface with machine learning, potentially
eliminating the need to submit the support case.
2) Email—for less urgent situations, users may submit emails directly to the software support
group.
3) Telephone—for urgent or complex questions, users receive toll-free,telephone software
support.
Channel availability may be limited for certain applications.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support
experience:
1) Tyler Website—www.tylertech.com—for accessing client tools, documentation, and other
information including support contact information.
2) Tyler Search -a knowledge based search engine that lets you search multiple sources
simultaneously to find the answers you need, 24x7.
3) Tyler Community—provides a venue for all Tyler clients with current maintenance agreements to
collaborate with one another,share best practices and resources, and access documentation.
4) Tyler University—online training courses on Tyler products.
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday—
Friday) across four US time zones (Pacific, Mountain, Central and Eastern).Tyler's holiday schedule is
outlined below.There will be no support coverage on these days.
New Year's Day Labor Day
Martin Luther King,Jr. Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
For support teams that provide after-hours service,we will provide you with procedures for contacting
support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of
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Exhibit C
Schedule 1
such a Defect notification,we will use commercially reasonable efforts to meet the resolution targets
set forth below.
We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of
each month to assist your IT staff with applying patches and release upgrades, as well as consulting with
them on server maintenance and configuration of the Tyler Software environment.
Incident Handling
Incident Tracking
Every support incident is logged into Tyler's Customer Relationship Management System and given a
unique case number.This system tracks the history of each incident.The case number is used to track
and reference open issues when clients contact support. Clients may track incidents, using the case
number,through Tyler's Customer Portal or by calling software support directly.
Incident Priority
Each incident is assigned a priority level,which corresponds to the Client's needs.Tyler and the Client
will reasonably set the priority of the incident per the chart below.This chart is not intended to address
every type of support incident, and certain "characteristics" may or may not apply depending on
whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud.The goal is
to help guide the Client towards clearly understanding and communicating the importance of the issue
and to describe generally expected response and resolution targets in the production environment only.
References to a "confirmed support incident" mean that Tyler and the Client have successfully validated
the reported Defect/support incident.
Priority
Characteristics of Support Incident Resolution Targets'
Level
Support incident that causes(a) Tyler shall provide an initial response to Priority Level
complete application failure or 1 incidents within one(1)business hour of receipt of
application unavailability; (b) the incident. Once the incident has been confirmed,
1
application failure or unavailability in Tyler shall use commercially reasonable efforts to
Critical
one or more of the client's remote resolve such support incidents or provide a
location;or(c)systemic loss of circumvention procedure within one(1) business
multiple essential system functions. day. For non-hosted customers,Tyler's responsibility
for lost or corrupted data is limited to assisting the
Client in restoring its last available database.
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Exhibit C
Schedule 1
Priority Characteristics of Support Incident Resolution Targets'
Level
Support incident that causes(a) Tyler shall provide an initial response to Priority Level
repeated, consistent failure of 2 incidents within four(4) business hours of receipt of
essential functionality affecting more the incident. Once the incident has been confirmed,
than one user or(b) loss or corruption Tyler shall use commercially reasonable efforts to
2 of data. resolve such support incidents or provide a
High 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 an initial response to Priority Level
existing circumvention procedure,or 3 incidents within one(1)business day of receipt of
a Priority Level 2 incident that affects the incident. Once the incident has been confirmed,
only one user or for which there is an Tyler shall use commercially reasonable efforts to
3
existing circumvention procedure.resolve such support incidents without the need for a
Medium
circumvention procedure with the next published
maintenance update or service pack,which shall
occur at least quarterly. For non-hosted customers,
Tyler's responsibility for lost or corrupted data is
limited to assisting the Client in restoring its last
available database.
Support incident that causes failure of Tyler shall provide an initial response to Priority Level
4
non-essential functionality or a 4 incidents within two(2) business days of receipt of
cosmetic or other issue that does not the incident. Once the incident has been confirmed,
Non
qualify as any other Priority Level.Tyler shall use commercially reasonable efforts to
critical
resolve such support incidents,as well as cosmetic
issues,with a future version release.
Response and Resolution Targets may differ by product or business need
Incident Escalation
If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has
elevated since initiation,you may escalate the incident to the appropriate resource, as outlined by each
product support team. The corresponding resource will meet with you and any Tyler staff to establish a
mutually agreeable plan for addressing the defect.
Remote Support Tool
Some support calls may require further analysis of the Client's database, processes or setup to diagnose
a problem or to assist with a question.Tyler will, at its discretion, use an industry-standard remote
support tool.Tyler's support team must have the ability to quickly connect to the Client's system and
view the site's setup, diagnose problems, or assist with screen navigation. More information about the
remote support tool Tyler uses is available upon request.
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Exhibit D
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Exhibit D
Third Party Terms
ThinPrint Terms. Your use of Tyler Forms software and forms is subject to the End User License
Agreement terms for ThinPrint Engine,ThinPrint License Server, and Connected Gateway found
here: https://www.thinprint.com/en/legal-notes/eula/. By signing a Tyler Agreement or Order Form, or
accessing, installing, or using Tyler Forms software or forms,you agree that you have read, understood,
and agree to such terms.
DocOrigin Terms. Your use of Tyler Forms software and forms is subject to the DocOrigin End User
License Agreement available for download here: https://eclipsecorp.us/eula/. By signing a Tyler
Agreement or Order Form including Tyler forms software or forms,or accessing, installing,or using Tyler
Forms software or forms,you agree that you have read, understood, and agree to such terms.
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Exhibit E
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Exhibit E
Statement of Work
Statement of Work, if applicable, to be inserted prior to Agreement execution.
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Exhibit E
tyler
t(:Chnoiogies
City of Orange, CA
SOW from Tyler Technologies, Inc.
11/16/2023
Presented to:
City of Orange CA
PO Box 449
Orange, CA 92856-9049
Contact:
Rich Boven
Email: richard.boven@tylertech.com
1 Tyler Drive Yarmouth, Maine 04096
DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
Table of Contents
PART 1: EXECUTIVE SUMMARY 1
1. Project Overview 1
1.1 Introduction 1
1.2 Project Goals 1
1.3 Methodology 1
PART 2: PROJECT FOUNDATION 3
2. Project Governance 3
3. Project Scope Control 4
3.1 Managing Scope and Project Change 4
3.2 Change Control 4
3.3 Change Request Management 4
4. Acceptance Process 6
5. Roles and Responsibilities 6
5.1 Tyler Roles& Responsibilities 6
5.1.1 Tyler Executive Manager 7
5.1.2 Tyler Implementation Manager 7
5.1.3 Tyler Project Manager 7
5.1.4 Tyler Implementation Consultant 8
5.1.5 Tyler Sales 8
5.1.6 Tyler Technical Services 8
5.2 City Roles& Responsibilities 9
5.2.1 City Executive Sponsor 9
5.2.2 City Steering Committee 9
5.2.3 City Project Manager 9
5.2.4 City Functional Leads 11
5.2.5 City Power Users 11
5.2.6 City End Users 12
5.2.7 City Technical Lead 12
5.2.8 City Change Management Lead 12
PART 3: PROJECT PLAN 13
6. Project Stages 13
6.1 Initiate and Plan 14
6.1.1 Initial Coordination 14
6.1.2 Project/Phase Planning 15
6.1.3 Infrastructure Planning 16
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Exhibit E
6.1.4 Stakeholder Meeting 17
6.1.5 Intentionally left blank. 18
6.1.6 Control Point 1: Initiate& Plan Stage Acceptance 18
6.2 Assess& Define 18
6.2.1 Solution Orientation 18
6.2.2 Current& Future State Analysis 19
6.2.3 Conversion Assessment 20
6.2.4 Intentionally left blank. 21
6.2.5 Intentionally left blank. 21
6.2.6 Control Point 2:Assess& Define Stage Acceptance 21
6.3 Prepare Solution 22
6.3.1 Initial System Deployment 22
6.3.2 Configuration 23
6.3.3 Process Refinement 24
6.3.4 Conversion Delivery 25
6.3.5 Intentionally left blank. 27
6.3.6 Intentionally left blank. 27
6.3.7 Control Point 3: Prepare Solution Stage Acceptance 27
6.4 Production Readiness 27
6.4.1 Solution Validation 28
6.4.2 Go-Live Readiness 28
6.4.3 End User Training 29
6.4.4 Control Point 4: Production Readiness Stage Acceptance 31
6.5 Production 31
6.5.1 Go-Live 31
6.5.2 Transition to Client Services 32
6.5.3 Post Go-Live Activities 33
6.5.4 Control Point 5: Production Stage Acceptance 34
6.6 Close 34
6.6.1 Phase Closeout 35
6.6.2 Project Closeout 36
6.6.3 Control Point 6: Close Stage Acceptance 37
7. General Assumptions 37
7.1 Project 37
7.2 Organizational Change Management 37
7.3 Resources and Scheduling 38
7.4 Data 38
7.5 Facilities 39
8. Glossary 40
PART 4:APPENDICES 43
9. Conversion 43
9.1 Enterprise ERP Conversion Summary 43
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Exhibit E
9.1.1 Accounting 43
9.1.2 Accounts Payable 43
9.1.3 Contracts 43
9.1.4 Project Accounting 44
9.1.5 Purchase Orders 44
9.1.6 Human Resources Management 44
9.1.7 General Billing 45
10. Additional Appendices 46
11. Project Timeline 47
11.1 ERP Project Timeline 47
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Exhibit E
Part 1 : Executive Summary
1. Project Overview
1.1 Introduction
Tyler Technologies("Tyler") is the largest and most established provider of integrated software and
technology services focused solely on the public sector.Tyler's end-to-end solutions empower public sector
entities including local,state, provincial and federal government,to operate more efficiently and connect
more transparently with their constituents and with each other. By connecting data and processes across
disparate systems,Tyler's solutions transform how clients gain actionable insights that solve problems in their
communities.
1.2 Project Goals
This Statement of Work("SOW") documents the methodology, implementation stages, activities, and roles
and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler
and the City(collectively the "Project").
The overall goals of the project are to:
Successfully implement the contracted scope on time and on budget
Increase operational efficiencies and empower users to be more productive
Improve accessibility and responsiveness to external and internal customer needs
Overcome current challenges and meet future goals
1.3 Methodology
This is accomplished by the City and Tyler working as a partnership and Tyler utilizing its depth of
implementation experience. While each Project is unique, all will follow Tyler's six-stage methodology. Each
of the six stages is comprised of multiple work packages, and each work package includes a narrative
description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix.
Tailored specifically for Tyler's public sector clients,the project methodology contains Stage Acceptance
Control Points throughout each Phase to ensure adherence to scope, budget,timeline controls, effective
communications, and quality standards. Clearly defined, the project methodology repeats consistently across
Phases, and is scaled to meet the City's complexity and organizational needs.
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Exhibit E
Tyler's Six Stage Project Methodology
Nmat i ASSESS i WANE PRODUCTION mom CLOSE 4110
PLAN WINE SOLII= READINESS
bells
Wm.
lopoomml
NANCE
TYLER PROJECT MANAGEMENT TYLER CLIENT SERVICES
The methodology adapts to both single-phase and multiple-phase projects.
To achieve Project success, it is imperative that both the City and Tyler commit to including the necessary
leadership and governance. During each stage of the Project, it is expected that the City and Tyler Project
teams work collaboratively to complete tasks. An underlying principle of Tyler's Implementation process is to
employ an iterative model where the City's business processes are assessed, configured,validated,and
refined cyclically in line with the project budget.This approach is used in multiple stages and work packages
as illustrated in the graphic below.
Iterative Project Model
pSSESs
44,
r
W J7
c
The delivery approach is systematic, which reduces variability and mitigates risks to ensure Project success. As
illustrated, some stages, along with work packages and tasks, are intended to be overlapping by nature to
complete the Project efficiently and effectively.
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Exhibit E
Part 2 : Project Foundation
2. Project Governance
Project governance is the management framework within which Project decisions are made.The role of
Project governance is to provide a decision-making approach that is logical, robust, and repeatable.This
allows organizations to have a structured approach for conducting its daily business in addition to project
related activities.
This section outlines the resources required to meet the business needs, objectives, and priorities for the
Project, communicate the goals to other Project participants, and provide support and guidance to
accomplish these goals. Project governance defines the structure for escalation of issues and risks, Change
Control review and authority, and Organizational Change Management activities.Throughout the Statement
of Work Tyler has provided RACI Matrices for activities to be completed throughout the implementation
which will further outline responsibilities of different roles in each stage. Further refinement of the
governance structure, related processes, and specific roles and responsibilities occurs during the Initiate &
Plan Stage.
The chart below illustrates an overall team perspective where Tyler and the City collaborate to resolve Project
challenges according to defined escalation paths. If project managers do not possess authority to determine a
solution, resolve an issue, or mitigate a risk,Tyler implementation management and the City Steering
Committee become the escalation points to triage responses prior to escalation to the City and Tyler
executive sponsors.As part of the escalation process, each Project governance tier presents
recommendations and supporting information to facilitate knowledge transfer and issue resolution.The City
and Tyler executive sponsors serve as the final escalation point.
Project Governance Relationships
CLIENT LEADERSHIP TYLER LEADERSHIP
EXECUTIVE SPONSOR
EXECUTIVE SPONSOR
Champions the project,secures buy-4n.provides Provides oversight and ultimate derision-making
oversight and ultimate decision-making
STEERING COMMITTEE IMPLEMENTATION MANAGER
Monitors progress.goals and objectives Monitors progress
PROTECT MANAGER PROJECT MANAGER
Oversees project schedule and tasks Oversees!Holed schedule and tasks
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Exhibit E
3. Project Scope Control
3.1 Managing Scope and Project Change
Project Management governance principles contend that there are three connected constraints on a Project:
budget,timeline, and scope.These constraints, known as the "triple constraints" or project management
triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the
work performed to deliver a product, service or result with the specified features and functions, while time is
simply defined as the schedule.The Triple Constraint theory states that if you change one side of the triangle,
the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased,
cost and time to complete will also need to increase.The Project and executive teams will need to remain
cognizant of these constraints when making impactful decisions to the Project.A simple illustration of this
triangle is included here, showing the connection of each item and their relational impact to the overall
Scope.
Project Management Triangle
04
QUALITY
BUDGET
A pillar of any successful project is the ability to properly manage scope while allowing the appropriate level
of flexibility to incorporate approved changes. Scope and changes within the project will be managed using
the change control process outlined in the following section.
3.2 Change Control
It may become necessary to change the scope of this Project due to unforeseeable circumstances (e.g., new
constraints or opportunities are discovered).This Project is being undertaken with the understanding that
Project scope, schedule, and/or cost may need to change to produce optimal results for stakeholders.
Changes to contractual requirements will follow the change control process specified in the final contract,
and as described below.
3.3 Change Request Management
Should the need for a change to Project scope, schedule, and/or cost be identified during the Project,the
change will be brought to the attention of the Steering Committee and an assessment of the change will
occur. While such changes may result in additional costs and delays relative to the schedule, some changes
may result in less cost to the City;for example,the City may decide it no longer needs a deliverable originally
defined in the Project.The Change Request will include the following information:
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Exhibit E
The nature of the change.
A good faith estimate of the additional cost or associated savings to the City, if any.
The timetable for implementing the change.
The effect on and/or risk to the schedule, resource needs or resource responsibilities.
The City will use its good faith efforts to either approve or disapprove any Change Request within ten (10)
Business Days(or other period as mutually agreeable between Tyler and the City).Any changes to the Project
scope, budget, or timeline must be documented and approved in writing using a Change Request form.These
changes constitute a formal amendment to the Statement of Work and will supersede any conflicting term in
the Statement of Work.
Change Request Process
NEED SCOPE DETAILS REQUEST CHANGES SCHEDULE
CLIENT IDENTIFIES TYLER ASSESSES/ CLIENT DETAILS IF TYLER AGREES CLIENT AUTHORIZES SCHEDULE ADJUSTED TO
NEED/DESIRE FOR DETERMINES OUT NEED IN CHANGE WITH THE REQUEST OR DECLINES THE ACCOMMODATE THE
CHANGE OF SCOPE REQUEST FORM CHANGE CHANGE IF NECESSARY
It Tyler Agrees wtth Request.
Estimate provided to client, Including addthon of new tasks
ohrervlse reason for denial that result from the change
provided
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Exhibit E
4. Acceptance Process
The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will
vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success
of the Project that each City office or department designates specific individuals for making decisions on
behalf of their offices or departments.
Both Tyler and the City will identify representative project managers.These individuals will represent the
interests of all stakeholders and serve as the primary contacts between the two organizations.
The coordination of gaining City feedback and approval on Project deliverables will be critical to the success of
the Project.The City project manager will strive to gain deliverable and decision approvals from all authorized
City representatives. Given that the designated decision-maker for each department may not always be
available, there must be a designated proxy for each decision point in the Project. Assignment of each proxy
will be the responsibility of the leadership from each City department.The proxies will be named individuals
that have the authorization to make decisions on behalf of their department.
The following process will be used for accepting Deliverables and Control Points:
The City shall have five (5) business days from the date of delivery, or as otherwise mutually agreed
upon by the parties in writing, to accept each Deliverable or Control Point. If the City does not
provide acceptance or acknowledgement within five (5) business days, or the otherwise agreed upon
timeframe, not to be unreasonably withheld,Tyler deems the Deliverable or Control Point as
accepted.
If the City does not agree the Deliverable or Control Point meets requirements,the City shall notify
Tyler project manager(s), in writing,with reasoning within five (5) business days, or the otherwise
agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable.
Tyler shall address any deficiencies and redeliver the Deliverable or Control Point.The City shall then
have two (2) business days from receipt of the redelivered Deliverable or Control Point to accept or
again submit written notification of reasons for rejecting the milestone. If the City does not provide
acceptance within two (2) business days, or the otherwise agreed upon timeframe, not to be
unreasonably withheld,Tyler deems the Deliverable or Control Point as accepted.
5. Roles and Responsibilities
The following defines the roles and responsibilities of each Project resource for the City and Tyler. Roles and
responsibilities may not follow the organizational chart or position descriptions at the City, but are roles
defined within the Project. It is common for individual resources on both the Tyler and City project teams to
fill multiple roles. Similarly, it is common for some roles to be filled by multiple people.
5.1 Tyler Roles & Responsibilities
Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one
Phase in duration).Additional Tyler resources are assigned as the schedule develops and as needs arise.
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Exhibit E
5.1.1 Tyler Executive Manager
Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation
process.This team member offers additional support to the Project team and collaborates with other Tyler
department managers as needed to escalate and facilitate implementation Project tasks and decisions.
Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying
the City's overall organizational strategy.
Authorizes required Project resources.
Resolves all decisions and/or issues not resolved at the implementation management level as part of
the escalation process.
Acts as the counterpart to the City's executive sponsor.
5.1.2 Tyler Implementation Manager
Tyler implementation management has indirect involvement with the Project and is part of the Tyler
escalation process.The Tyler project managers consult implementation management on issues and
outstanding decisions critical to the Project. Implementation management works toward a solution
with the Tyler Project Manager or with City management as appropriate.Tyler executive
management is the escalation point for any issues not resolved at this level.
Assigns Tyler Project personnel.
Provides support for the Project team.
Provides management support for the Project to ensure it is staffed appropriately and staff have
necessary resources.
Monitors Project progress including progress towards agreed upon goals and objectives.
5.1.3 Tyler Project Manager
The Tyler project manager(s) provides oversight of the Project, coordination of Tyler resources
between departments, management of the Project budget and schedule, effective risk, and issue
management, and is the primary point of contact for all Project related items.As requested by the
City, the Tyler Project Manager provides regular updates to the City Steering Committee and other
Tyler governance members.Tyler Project Manager's role includes responsibilities in the following
areas:
5.1.3.1 Contract Management
Validates contract compliance throughout the Project.
Ensures Deliverables meet contract requirements.
Acts as primary point of contact for all contract and invoicing questions.
Prepares and presents contract milestone sign-offs for acceptance by the City project manager(s).
Coordinates Change Requests, if needed,to ensure proper Scope and budgetary compliance.
5.1.3.2 Planning
Delivers project planning documents.
Defines Project tasks and resource requirements.
Develops initial Project schedule and Project Management Plan.
Collaborates with the City project manager(s)to plan and schedule Project timelines to achieve on-
time implementation.
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Exhibit E
5.1.3.3 Implementation Management
Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus
actual are transparent and handled effectively and efficiently.
Establishes and manages a schedule and Tyler resources that properly support the Project Schedule
and are also in balance with Scope/budget.
Establishes risk/issue tracking/reporting process between the City and Tyler and takes all necessary
steps to proactively mitigate these items or communicate with transparency to the City any items
that may impact the outcomes of the Project.
Collaborates with the City's project manager(s)to establish key business drivers and success
indicators that will help to govern Project activities and key decisions to ensure a quality outcome of
the project.
Collaborates with the City's project manager(s)to set a routine communication plan that will aide all
Project team members, of both the City and Tyler, in understanding the goals, objectives, status, and
health of the Project.
5.1.3.4 Resource Management
Acts as liaison between Project team and Tyler manager(s).
Identifies and coordinates all Tyler resources across all applications, Phases, and activities including
development, forms, installation, reports, implementation, and billing.
Provides direction and support to Project team.
Manages the appropriate assignment and timely completion of tasks as defined in the Project
Schedule,task list, and Go-Live Checklist.
Assesses team performance and adjusts as necessary.
Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks.
5.1.4 Tyler Implementation Consultant
Completes tasks as assigned by the Tyler project manager(s).
Documents activities for services performed by Tyler.
Guides the City through software validation process following configuration.
Assists during Go-Live process and provides support until the City transitions to Client Services.
Facilitates training sessions and discussions with the City and Tyler staff to ensure adequate
discussion of the appropriate agenda topics during the allotted time.
May provide conversion review and error resolution assistance.
5.1.5 Tyler Sales
Supports Sales to Implementation knowledge transfer during Initiate & Plan.
Provides historical information, as needed,throughout implementation.
Participates in pricing activities if additional licensing and/or services are needed.
5.1.6 Tyler Technical Services
Maintains Tyler infrastructure requirements and design document(s).
Involved in system infrastructure planning/review(s).
Provides first installation of licensed software with initial database on servers.
Supports and assists the project team with technical/environmental issues/needs.
Deploys Tyler products.
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Exhibit E
5.2 City Roles & Responsibilities
City resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to
multiple Project roles.
5.2.1 City Executive Sponsor
The City executive sponsor provides support to the Project by providing strategic direction and
communicating key issues about the Project and its overall importance to the organization. When called
upon,the executive sponsor also acts as the final authority on all escalated Project issues.The executive
sponsor engages in the Project, as needed,to provide necessary support, oversight, guidance, and escalation,
but does not participate in day-to-day Project activities.The executive sponsor empowers the City steering
committee, project manager(s), and functional leads to make critical business decisions for the City.
Champions the project at the executive level to secure buy-in.
Authorizes required project resources.
Actively participates in organizational change communications.
5.2.2 City Steering Committee
The City steering committee understands and supports the cultural change necessary for the Project and
fosters an appreciation for the Project's value throughout the organization.The steering committee oversees
the City project manager and Project through participation in regular internal meetings.The City steering
committee remains updated on all Project progress, Project decisions, and achievement of Project
milestones.The City steering committee also serves as primary level of issue resolution for the Project.
Works to resolve all decisions and/or issues not resolved at the project manager level as part of the
escalation process.
Attends all scheduled steering committee meetings.
Provides support for the project team.
Assists with communicating key project messages throughout the organization.
Prioritizes the project within the organization.
Ensures the project staffed appropriately and that staff have necessary resources.
Monitors project progress including progress towards agreed upon goals and objectives.
Has the authority to approve or deny changes impacting the following areas:
o Cost
o Scope
o Schedule
o Project Goals
o City Policies
o Needs of other client projects
5.2.3 City Project Manager
The City shall assign project manager(s) prior to the start of this project with overall responsibility and
authority to make decisions related to Project Scope, scheduling, and task assignment.The City Project
Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and
efficient manner. When the City project manager(s) do not have the knowledge or authority to make
decisions, he or she engages the necessary resources to participate in discussions and make decisions in a
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Exhibit E
timely fashion to avoid Project delays.The City project manager(s) are responsible for reporting to the City
steering committee and determining appropriate escalation points.
5.2.3.1 Contract Management
Validates contract compliance throughout the project.
Ensures that invoicing and Deliverables meet contract requirements.
Acts as primary point of contact for all contract and invoicing questions. Collaborates on and
approves Change Requests, if needed, to ensure proper scope and budgetary compliance.
5.2.3.2 Planning
Reviews and accepts project planning documents.
Defines project tasks and resource requirements for the City project team.
Collaborates in the development and approval of the project schedule.
Collaborates with Tyler project manager(s)to plan and schedule project timelines to achieve on-time
implementation.
5.2.3.3 Implementation Management
Tightly manages project budget and scope.
Collaborates with Tyler project manager(s)to establish a process and approval matrix to ensure that
scope changes and budget(planned versus actual) are transparent and handled effectively and
efficiently.
Collaborates with Tyler project manager to establish and manage a schedule and resource plan that
properly supports the project schedule as a whole and is also in balance with scope and budget.
Collaborates with Tyler project manager(s)to establish risk and issue tracking and reporting process
between the City and Tyler and takes all necessary steps to proactively mitigate these items or
communicate with transparency to Tyler any items that may impact the outcomes of the project.
Collaborates with Tyler project manager(s)to establish key business drivers and success indicators
that will help to govern project activities and key decisions to ensure a quality outcome of the project.
Routinely communicates with both the City staff and Tyler, aiding in the understanding of goals,
objectives, current status, and health of the project by all team members.
Manages the requirements gathering process and ensure timely and quality business requirements
are being provided to Tyler.
5.2.3.4 Resource Management
Acts as liaison between project team and stakeholders.
Identifies and coordinates all City resources across all modules, phases, and activities including data
conversions,forms design, hardware and software installation, reports building, and satisfying
invoices.
Provides direction and support to project team.
Builds partnerships among the various stakeholders, negotiating authority to move the project
forward.
Manages the appropriate assignment and timely completion of tasks as defined.
Assesses team performance and takes corrective action, if needed.
Provides guidance to City technical teams to ensure appropriate response and collaboration with
Tyler Technical Support Teams to ensure timely response and appropriate resolution.
Owns the relationship with in-Scope 3rd party providers and aligns activities with ongoing project
tasks.
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Exhibit E
Ensures that users have appropriate access to Tyler project toolsets as required.
Conducts training on proper use of toolsets.
Validates completion of required assignments using toolsets.
5.2.4 City Functional Leads
Makes business process change decisions under time sensitive conditions.
Communicates existing business processes and procedures to Tyler consultants.
Assists in identifying business process changes that may require escalation.
Contributes business process expertise for Current& Future State Analysis.
Identifies and includes additional subject matter experts to participate in Current& Future State
Analysis.
Validates that necessary skills have been retained by end users.
Provides End Users with dedicated time to complete required homework tasks.
Acts as an ambassador/champion of change for the new process and provide business process
change support.
Identifies and communicates any additional training needs or scheduling conflicts to the City project
manager.
Actively participates in all aspects of the implementation, including, but not limited to,the following
key activities:
o Task completion
o Stakeholder Meeting
o Project Management Plan development
o Schedule development
o Maintenance and monitoring of risk register
o Escalation of issues
o Communication with Tyler project team
o Coordination of City resources
o Attendance at scheduled sessions
o Change management activities
o Modification specification, demonstrations, testing and approval assistance
o Data analysis assistance
o Decentralized end user training
o Process testing
o Solution Validation
5.2.5 City Power Users
Participate in project activities as required by the project team and project manager(s).
Provide subject matter expertise on the City business processes and requirements.
Act as subject matter experts and attend Current& Future State Analysis sessions as needed.
Attend all scheduled training sessions.
Participate in all required post-training processes as needed throughout project.
Test all application configuration to ensure it satisfies business process requirements.
Become application experts.
Participate in Solution Validation.
Adopt and support changed procedures.
Complete all deliverables by the due dates defined in the project schedule.
Demonstrate competency with Tyler products processing prior to Go-live.
Provide knowledge transfer to the City staff during and after implementation.
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
Participate in conversion review and validation.
5.2.6 City End Users
Attend all scheduled training sessions.
Become proficient in application functions related to job duties.
Adopt and utilize changed procedures.
Complete all deliverables by the due dates defined in the project schedule.
Utilize software to perform job functions at and beyond Go-live.
5.2.7 City Technical Lead
Coordinates updates and releases with Tyler as needed.
Coordinates the copying of source databases to training/testing databases as needed for training
days.
Coordinates and adds new users, printers and other peripherals as needed.
Validates that all users understand log-on process and have necessary permission for all training
sessions.
Coordinates interface development for City third party interfaces.
Develops or assists in creating reports as needed.
Ensures on-site system meets specifications provided by Tyler.
Assists with software installation as needed.
Extracts and transmits conversion data and control reports from the City's legacy system per the
conversion schedule set forth in the project schedule.
5.2.7.1 City Upgrade Coordination
Becomes familiar with the software upgrade process and required steps.
Becomes familiar with Tyler's releases and updates.
Utilizes Tyler resources to stay abreast of the latest Tyler releases and updates, as well as the latest
helpful tools to manage the City's software upgrade process.
Assists with the software upgrade process during implementation.
Manages software upgrade activities post-implementation.
Manages software upgrade plan activities.
Coordinates software upgrade plan activities with City and Tyler resources.
Communicates changes affecting users and department stakeholders.
Obtains department stakeholder acceptance to upgrade production environment.
5.2.8 City Change Management Lead
Validates that users receive timely and thorough communication regarding process changes.
Provides coaching to supervisors to prepare them to support users through the project changes.
Identifies the impact areas resulting from project activities and develops a plan to address them
proactively.
Identifies areas of resistance and develops a plan to reinforce the change.
Monitors post-production performance and new process adherence.
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
Part 3 : Project Plan
6. Project Stages
Work Breakdown Structure
The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into
smaller, more manageable components.The top-level components are called "Stages" and the second level
components are called "Work Packages".The work packages, shown below each stage, contain the high-level
work to be done.The detailed Project Schedule, developed during Project/Phase Planning and finalized during
subsequent stages, lists the tasks to be completed within each work package. Each stage ends with a "Control
Point", confirming the work performed during that stage of the Project has been accepted by the City.
Work Breakdown Structure (WBS)
1. Initiate & 2.Assess & 3. Prepare 4. Production I5. Production 6. Close
Plan Define Solution Readiness
1.1 Initial 2.1 Solution 3.1 Initial System 4.1 Solution 6.1 Phase Close
Coordination Orientation Deployment Validation
5.1 Go Live
Out
1.2 Project/Phase 2.2 Current&Future 4.2 Go Live 5.2 Transition to 6.2 Project Close
Planning State Analysis
3.2 Configuration
Readiness Client Services Out
1.3 GIS Planning*
2.3 Modification 3.3 Process 4.3 End User 5.3 Post Go Live
Analysis Refinement Training Activities
1.4 Infrastructure 2.4 Conversion 3.4 Conversion
Planning Assessment Delivery
1.5 Stakeholder
Meeting
2.5 Data Assessment 3.5 Data Delivery
3.6 Modifications*
Items noted with an asterisk in the graphic above relate to specific products and services.If those products and services are not included in the scope
of the contract these specific work packages will be noted as"Intentionally Left Blank"in Section 6 of the Statement of Work.
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Exhibit E
6.1 Initiate and Plan
The Initiate and Plan stage involves Project initiation, infrastructure, and planning.This stage creates a
foundation for the Project by identifying and establishing sequence and timing for each Phase as well as
verifying scope for the Project.This stage will be conducted at the onset of the Project,with a few unique
items being repeated for the additional Phases as needed.
6.1.1 Initial Coordination
Prior to Project commencement,Tyler management assigns project manager(s).Additional Project resources
will be assigned later in the Project as a Project schedule is developed.Tyler provides the City with initial
Project documents used to gather names of key personnel,their functional role as it pertains to the Project,
as well as any blackout dates to consider for future planning.the City gathers the information requested by
the provided deadline ensuring preliminary planning and scheduling can be conducted moving the Project
forward in a timely fashion. Internally,the Tyler Project Manager(s)coordinate with sales to ensure transfer
of vital information from the sales process prior to scheduling a Project Planning Meeting with the City's
team. During this step,Tyler will work with the City to establish the date(s)for the Project and Phase Planning
session.
Objectives:
Formally launch the project.
Establish project governance.
Define and communicate governance for Tyler.
Identify City project team.
STAGE 1 Initial Coordination
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
Inputs Contract documents
Statement of Work
Outputs/Deliverables Working initial project documents
Project portal
Work package assumptions:
Project activities begin after the agreement has been fully executed.
6.1.2 Project/Phase Planning
Project and Phase planning provides an opportunity to review the contract, software, data conversions and
services purchased, identify applications to implement in each Phase (if applicable), and discuss
implementation timeframes.
During this work package Tyler will work with the City to coordinate and plan a formal Project planning
meeting(s).This meeting signifies the start of the Project and should be attended by all City Project team
members and the Tyler Project Manager.The meeting provides an opportunity for Tyler to introduce its
implementation methodology,terminology, and Project management best practices to the City's Project
Team.This will also present an opportunity for project managers and Project sponsors to begin to discuss
Project communication, metrics, status reporting and tools to be used to measure Project progress and
manage change.
Tyler will work with the City Project Team to prepare and deliver the Project Management Plan as an output
of the planning meeting.This plan will continue to evolve and grow as the Project progresses and will
describe how the project will be executed, monitored, and controlled.
During project planning,Tyler will introduce the tools that will be used throughout the implementation.Tyler
will familiarize the City with these tools during project planning and make them available for review and
maintenance as applicable throughout the project. Some examples are Solution validation plan, issue log, and
go-live checklist.
STAGE 1 Project/Phase Planning
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
Develop Project
A R I C C I
Management Plan ti
Develop initial
A R I I I I I I C C I I C I
project schedule t ..
Inputs Contract documents
Statement of Work
Guide to Starting Your Project
Outputs/Deliverables Acceptance Criteria [only]for Deliverables
Project Management Plan Delivery of document
Project Operational Plan Delivery of document
Initial Project Schedule City provides acceptance of schedule based
on resource availability,project budget,and
goals.
Work package assumptions:
City has reviewed and completed the Guide to Starting Your Project document.
6.1.3 Infrastructure Planning
Procuring required hardware and setting it up properly is a critical part of a successful implementation.This
task is especially important for Tyler-hosted/SaaS deployment models.Tyler will be responsible for building
the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement.Tyler will
install Licensed Software on application server(s)or train the City to install License Software.The City is •
responsible for the installation and setup of all peripheral devices.
Objectives:
Ensure the City's infrastructure meets Tyler's application requirements.
Ensure the City's infrastructure is scheduled to be in place and available for use on time.
STAGE 1 Infrastructure Planning
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Orange, CA
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
Schedule SaaS
Environment A R C I
Availability
Schedule Installation
of All Licensed A R C I I
Software
Infrastructure Audit A R C I C
Inputs Initial Infrastructure Requirements
Outputs/ Acceptance Criteria[only]for Deliverables
Deliverables
Completed Infrastructure Requirements Delivery of Requirements
Infrastructure Audit System Passes Audit Criteria
6.1.4 Stakeholder Meeting
Communication of the Project planning outcomes to the City Project team,executives and other key
stakeholders is vital to Project success.The Stakeholder meeting is a strategic activity to inform,engage,gain
commitment,and instill confidence in the City team. During the meeting,the goals and objectives of the
Project will be reviewed along with detail on Project scope, implementation methodology, roles and
responsibilities, Project timeline and schedule,and keys to Project success.
Objectives:
Formally present and communicate the project activities and timeline.
Communicate project expectations.
STAGE 1 Stakeholder Meeting
Tyler t City
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SOW
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
Project Management Plan
Outputs/ Acceptance Criteria [only]for Deliverables
Deliverables
Stakeholder Meeting Presentation
Work package assumptions:
None
6.1.5 Intentionally left blank.
6.1.6 Control Point 1: Initiate & Plan Stage Acceptance
Acceptance criteria for this stage includes completion of all criteria listed below.
Note:Advancement to the Assess & Define stage is not dependent upon Tyler's receipt of this stage
acceptance.
Initiate& Plan Stage Deliverables:
Project Management Plan
Initial Project Schedule
Initiate & Plan stage acceptance criteria:
All stage deliverables accepted based on acceptance criteria previously defined
Project governance defined
Project portal made available to the City
Stakeholder meeting complete
6.2 Assess & Define
The Assess & Define stage will provide an opportunity to gather information related to current City business
processes.This information will be used to identify and define business processes utilized with Tyler software.
The City collaborates with Tyler providing complete and accurate information to Tyler staff and assisting in
analysis, understanding current workflows and business processes.
6.2.1 Solution Orientation
The Solution Orientation provides the Project stakeholders a high-level understanding of the solution
functionality prior to beginning the current and future state analysis.The primary goal is to establish a
foundation for upcoming conversations regarding the design and configuration of the solution.
Tyler utilizes a variety of tools for the Solution Orientation,focusing on City team knowledge transfer such as:
eLearning, documentation, or walkthroughs.The City team will gain a better understanding of the major
processes and focus on data flow,the connection between configuration options and outcome, integration,
and terminology that may be unique to Tyler's solution.
Objectives:
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Exhibit E
Provide a basic understanding of system functionality.
Prepare the City for current and future state analysis.
STAGE 2 Solution Orientation
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Inputs Solution orientation materials
Training Plan
6.2.2 Current & Future State Analysis
The Current& Future State Analysis provides the Project stakeholders and Tyler an understanding of process
changes that will be achieved with the new system.
The City and Tyler will evaluate current state processes, options within the new software, pros and cons of
each based on current or desired state and make decisions about the future state configuration and
processing. This may occur before or within the same timeframe as the configuration work package. The
options within the new software will be limited to the scope of this implementation and will make use of
standard Tyler functionality.
The City will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk
from over customization of Tyler products. It is the City's responsibility to verify that in-scope requirements
are being met throughout the implementation if functional requirements are defined as part of the contract.
The following guidelines will be followed when evaluating if a modification to the product is required:
A reasonable business process change is available.
Functionality exists which satisfies the requirement.
Configuration of the application satisfies the requirement.
An in-scope modification satisfies the requirement.
Requirements that are not met will follow the agreed upon change control process and can have impacts on
the project schedule, scope, budget, and resource availability.
STAGE 2 Current& Future State Analysis
Tyler City
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
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AR CCC CCCC
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CCCCC AR I C C
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AR CCC I I I I
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future state
Inputs City current state documentation
Solution Orientation completion
Outputs/ Acceptance Criteria [only]for Deliverables
Deliverables
Documentation that describes future-state Delivery of document
decisions and configuration options to support
future-state decisions.
Work package assumptions:
City attendees possess sufficient knowledge and authority to make future state decisions.
The City is responsible for any documentation of current state business processes.
The City can effectively communicate current state processes.
6.2.3 Conversion Assessment
Data Conversions are a major effort in any software implementation.Tyler's conversion tools facilitate the
predictable, repeatable conversion process that is necessary to support a successful transition to the Tyler
system.The first step in this process is to perform an assessment of the existing("legacy") system(s),to
better understand the source data, risks, and options available. Once the data has been analyzed,the plan for
data conversion is completed and communicated to the appropriate stakeholders.
Objectives:
Communicate a common understanding of the project goals with respect to data.
Ensure complete and accurate source data is available for review/transfer.
If source data is a Tyler legacy system,Tyler performs the data mappings. If source data is from a
third-party, client is responsible for mapping the data from the source to the Tyler system.
Document the data conversion/loading approach.
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Exhibit E
STAGE 2 Data Conversion Assessment
Tyler City
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R C C C I I I I
Conversion Plan
Inputs City Source data
City Source data Documentation(if available)
Outputs/ Acceptance Criteria [only]for Deliverables
Deliverables
Data Conversion Plan built/updated City Acceptance of Data Conversion Plan,if
Applicable
Work package assumptions:
If the source data is a Tyler system Tyler's Conversion Engineers extract and map the data into the
standard Munis conversion format. If the source data is from a third-party the client will provide
Tyler with the data in a mutually agreed upon format.
Tyler will work with the City representatives to identify business rules before writing the conversion.
City subject matter experts and resources most familiar with the current data will be involved in the
data conversion planning effort.
6.2.4 Intentionally left blank.
6.2.5 Intentionally left blank.
6.2.6 Control Point 2: Assess & Define Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Note:Advancement to the Prepare Solution Stage is dependent upon Tyler's receipt of the Stage Acceptance.
Assess& Define Stage Deliverables:
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
Documentation of future state decisions and configuration options to support future state decisions.
Modification specification document.
Assess& Define Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined.
Solution Orientation is delivered.
Conversion data extracts are received by Tyler.
Data conversion plan built.
6.3 Prepare Solution
During the Prepare Solution stage, information gathered during the Initiate & Plan and Assess & Define stages
will be used to install and configure the Tyler software solution. Software configuration will be validated by
the City against future state decisions defined in previous stages and processes refined as needed to ensure
business requirements are met.
6.3.1 Initial System Deployment
The timely availability of the Tyler Solution is important to a successful Project implementation.The success
and timeliness of subsequent work packages are contingent upon the initial system deployment of Tyler
Licensed Software on an approved network and infrastructure. Delays in executing this work package can
affect the project schedule.
Objectives:
All licensed software is installed and operational.
The City can access the software.
STAGE 3 Initial System Deployment(Hosted/SaaS)*
Tyler City
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C a u it E C a)
C v
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c c a
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a
a)
a
u ro 2 2 a w
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a +a
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w a E 0 H V w U) a LL V ci) 0 w }—
Prepare hosted
A R I C
environment
Install Licensed
Software with
Initial Database on
A R I C
Server(s)for
Included
Environments
Install Licensed
I C A R
Software on City
Orange, CA
Tyler Technologies, Inc. Page,J 22
DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
Devices(if
applicable)
Tyler System
Administration
A R I C
Training(if
applicable) I
Outputs/ Acceptance Criteria [only]for Deliverables
Deliverables
Licensed Software is Installed on the Server(s) Software is accessible
Licensed Software is Installed on City Devices Software is accessible
if applicable)
Installation Checklist/System Document System meets prescribed checklist
Infrastructure Design Document(C&J—If
Applicable)
Work package assumptions:
The most current available version of the Tyler Licensed Software will be installed.
The City will provide network access for Tyler modules, printers, and Internet access to all applicable
City and Tyler Project staff.
6.3.2 Configuration
The purpose of Configuration is to prepare the software product for validation.
Tyler staff collaborates with the City to complete software configuration based on the outputs of the future
state analysis performed during the Assess and Define Stage.The City collaborates with Tyler staff iteratively
to validate software configuration.
Objectives:
Software is ready for validation.
Educate the City Power User how to configure and maintain software.
Prepare standard interfaces for process validation (if applicable).
STAGE 3 Configuration
Tyler City
RACI MATRIX KEY:
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Orange, CA
Tyler Technologies, Inc. Page / 23
DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
Conduct configuration
A R I C C
training
Complete Tyler
configuration tasks A R I I I
where applicable)
Complete City
configuration tasks I C A R C
where applicable)
Standard interfaces
configuration and A R C I C C C
training(if applicable)
Updates to Solution
C C A R C C
Validation testing plan
Inputs Documentation that describes future state decisions and configuration options to support future
state decisions.
Outputs/ Acceptance Criteria [only]for Deliverables
Deliverables
Configured System
Work package assumptions:
Tyler provides guidance for configuration options available within the Tyler software.The City is
responsible for making decisions when multiple options are available.
6.3.3 Process Refinement
Tyler will educate the City users on how to execute processes in the system to prepare them for the
validation of the software. The City collaborates with Tyler staff iteratively to validate software configuration
options to support future state.
Objectives:
Ensure that the City understands future state processes and how to execute the processes in the
software.
Refine each process to meet the business requirements.
Validate standard interfaces, where applicable.
Validate forms and reports, where applicable.
STAGE 3 Process Refinement
Tyler City
Orange, CA
Tyler Technologies, Inc. Page /24
DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
RACI MATRIX KEY:
a`,
R=Responsible o
A=Accountable CD a a
C=Consulted co
a
C a
O U a a 0_ vnI=Informed
ru
of,v L v o - N E w P.
6 C U C a U
C E TA (0°
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a _ a a c°
a o_ -O U
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Q
19 O
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ku - a. - t I-- W V) d (1 U v - C w 1—
Conduct process A R I C I C
training
Confirm process
I C AR CI C
decisions
Test configuration I C A R C
Refine
configuration(City I C A R C
Responsible)
Refine
configuration(Tyler A R I I I
Responsible)
Validate interface
I C C A R C C
process and results
Update City-
specific process I C A R C
documentation(if
applicable)
Updates to
Solution Validation C C A R C C
testing plan
Inputs Initial Configuration
Documentation that describes future state decisions and configuration options to support
future state decisions.
Solution validation test plan
Outputs/ Acceptance Criteria[only]for Deliverables
Deliverables
Updated solution validation test plan
Completed City-specific process
documentation(completed by City)
Work package assumptions:
None
6.3.4 Conversion Delivery
The purpose of this task is to transition the City's data from their source("legacy") system(s)to the Tyler
system(s).The data will need to be mapped from the legacy system into the new Tyler system format.A well-
executed data conversion is key to a successful cutover to the new system(s).
Orange, CA
Tyler Technologies, Inc. Page 1 25
DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
With guidance from Tyler,the City will review specific data elements within the system and identify/report
discrepancies. Iteratively,Tyler will collaborate with the City to address conversion discrepancies.This process
will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s). Reference
Conversion Appendix for additional detail.
Load Data
for Testing
Pull Data& Write&Run Conversion
Conversion Map Validate Final
Balancing Conversion
Conversion Reviews
Program
Data Completed
Conversion
Reports
Report&
Correct
Errors
Objectives:
Data is ready for production (Conversion).
STAGE 3 Data Delivery&Conversion
Tyler City
RACI MATRIX a)
KEY:
C a 0
R= Responsible Ct-
A=Accountable 23
C=Consulted a` vo u a)
E
I = Informed @ o ago o N .0 o E a o 0 "' v
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Provide data
crosswalks/code A C R I I I
mapping tool
Populate data
crosswalks/code I C C A R C
mapping tool
Iterations:
Conversion A C R I I
Development
Iterations:
Deliver A R I I I
converted data
Iterations:
C C C A R C C
Proof/Review
Orange,CA
Tyler Technologies, Inc. Page 126
DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
data and
reconcile to
source system
Inputs
Data Conversion Plan
Configuration
Outputs/ Acceptance Criteria [only]for Deliverables
Deliverables
Code Mapping Complete/Validated
Conversion Iterations/Reviews Complete Conversion complete,verified, and ready for
final pass
Work package assumptions:
The City will provide a single file layout per source system as identified in the investment summary.
The City subject matter experts and resources most familiar with the current data will be involved in
the data conversion effort.
The City project team will be responsible for completing the code mapping activity, with assistance
from Tyler.
6.3.5 Intentionally left blank.
6.3.6 Intentionally left blank.
6.3.7 Control Point 3: Prepare Solution Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below in each Work Package.
Note: Advancement to the Production Readiness Stage is dependent upon Tyler's receipt of the Stage
Acceptance.
Prepare Solution Stage Deliverables:
Licensed software is installed.
Installation checklist/system document.
Conversion iterations and reviews complete.
Prepare Solution Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined.
Software is configured.
Solution validation test plan has been reviewed and updated if needed.
6.4 Production Readiness
Activities in the Production Readiness stage will prepare the City team for go-live through solution validation,
the development of a detailed go-live plan and end user training. A readiness assessment will be conducted
with the City to review the status of the project and the organizations readiness for go-live.
Orange, CA
Tyler Technologies, Inc. Page 1 27
DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
6.4.1 Solution Validation
Solution Validation is the end-to-end software testing activity to ensure that the City verifies all aspects of the
Project(hardware, configuration, business processes,etc.) are functioning properly, and validates that all
features and functions per the contract have been deployed for system use.
Objectives:
Validate that the solution performs as indicated in the solution validation plan.
Ensure the City organization is ready to move forward with go-live and training(if applicable).
STAGE 4 Solution Validation
Tyler City
RACI MATRIX KEY:
R= Responsible 3
c n o
A=AccountableCLJ in
C=Consulted C a Y t
C C a)
I =Informed cr.) 9- `^w
CvLelIT)
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v C v " C E OVA 2 to •-c 0
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W E d E 0 F- U In a In 0 W I-
Update Solution
A R C C C C
Validation plan
Update test scripts(as
C C C A R C
applicable)
Perform testing C C C A R C
Document issues from
C C C A R C
testing
Perform required follow-
A R C C C C
up on issues
Inputs Solution Validation plan
Completed work product from prior stages(configuration,business process,etc.)
Outputs/ Acceptance Criteria [only]for Deliverables
Deliverables
Solution Validation Report City updates report with testing results
Work package assumptions:
Designated testing environment has been established.
Testing includes current phase activities or deliverables only.
6.4.2 Go-Live Readiness
Tyler and the City will ensure that all requirements defined in Project planning have been completed and the
Go-Live event can occur, as planned. A go-live readiness assessment will be completed identifying risks or
actions items to be addressed to ensure the City has considered its ability to successfully Go-Live. Issues and
Orange, CA
Tyler Technologies, Inc. Page 128
DocuSign Envelope ID:372C4235-EBF9-4084-BO6D-7704B5215EC4
Exhibit E
concerns will be discussed, and mitigation options documented.Tyler and the City will jointly agree to move
forward with transition to production. Expectations for final preparation and critical dates for the weeks
leading into and during the Go-Live week will be planned in detail and communicated to Project teams.
Objectives:
Action plan for go-live established.
Assess go-live readiness.
Stakeholders informed of go-live activities.
STAGE 4 Go-Live Readiness
Tyler City
RACI MATRIX KEY:v
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Perform Readiness
I AR CC I CI I I I I I
Assessment
Conduct Go-Live planning A R C CCCCC C
session
Order peripheral A R C
hardware(if applicable)
Confirm procedures for
Go-Live issue reporting& ARIIII CCIIIII
resolution
Develop Go-Live checklist A R CC CC I C C
Final system
infrastructure review A R C C
where applicable)
Inputs Future state decisions
Go-live checklist
Outputs/ Acceptance Criteria [only]for Deliverables
Deliverables
Updated go-live checklist Updated Action plan and Checklist for go-live
delivered to the City
Work package assumptions:
None
6.4.3 End User Training
End User Training is a critical part of any successful software implementation. Using a training plan previously
reviewed and approved, the Project team will organize and initiate the training activities.
Orange, CA
Tyler Technologies, Inc. Page / 29
DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
Train the Trainer:Tyler provides one occurrence of each scheduled training or implementation topic. City
users who attended the Tyler sessions may train additional users. Additional Tyler led sessions may be
contracted at the applicable rates for training.
Tyler will provide standard application documentation for the general use of the software. It is not Tyler's
responsibility to develop City specific business process documentation. City-led training labs using City
specific business process documentation if created by the City can be added to the regular training
curriculum, enhancing the training experiences of the end users.
Objectives:
End users are trained on how to use the software prior to go-live.
The City is prepared for on-going training and support of the application.
STAGE 4 End User Training
Tyler City
RACI MATRIX KEY:
R= Responsible
0 o
A=Accountable J
C=Consulted
Ca,
a, aI=Informed v g
00
ao'c o no o cn
aJ '"
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Update training plan A R C C I C
End User training(Tyler-
A R C CCI CCC
led)
Train-the-trainer A R C CC I C
End User training(City- C C AR I CCC
led)
Inputs Training Plan
List of End Users and their Roles/Job Duties
Configured Tyler System
Outputs/ Acceptance Criteria [only]for Deliverables
Deliverables
End User Training City signoff that training was delivered
Work package assumptions:
The City project team will work with Tyler to jointly develop a training curriculum that identifies the
size, makeup, and subject-area of each of the training classes.
Tyler will work with the City as much as possible to provide end-user training in a manner that
minimizes the impact to the daily operations of City departments.
The City will be responsible for training new users after go-live (exception—previously planned or
regular training offerings by Tyler).
Orange, CA
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
6.4.4 Control Point 4: Production Readiness Stage Acceptance
Acceptance criteria for this stage includes all criteria listed below. Advancement to the Production stage is
dependent upon Tyler's receipt of the stage acceptance.
Production Readiness stage deliverables:
Solution Validation Report.
Update go-live action plan and/or checklist.
End user training.
Production Readiness stage acceptance criteria:
All stage deliverables accepted based on criteria previously defined.
Go-Live planning session conducted.
6.5 Production
Following end user training the production system will be fully enabled and made ready for daily operational
use as of the scheduled date.Tyler and the City will follow the comprehensive action plan laid out during Go-
Live Readiness to support go-live activities and minimize risk to the Project during go-live. Following go-live,
Tyler will work with the City to verify that implementation work is concluded, post go-live activities are
scheduled, and the transition to Client Services is complete for long-term operations and maintenance of the
Tyler software.
6.5.1 Go-Live
Following the action plan for Go-Live, defined in the Production Readiness stage, the City and Tyler will
complete work assigned to prepare for Go-Live.
The City provides final data extract and Reports from the Legacy System for data conversion and Tyler
executes final conversion iteration, if applicable. If defined in the action plan,the City manually enters any
data added to the Legacy System after final data extract into the Tyler system.
Tyler staff collaborates with the City during Go-Live activities.The City transitions to Tyler software for day-to
day business processing.
Some training topics are better addressed following Go-Live when additional data is available in the system or
based on timing of applicable business processes and will be scheduled following Go-Live per the Project
Schedule.
Objectives:
Execute day to day processing in Tyler software.
City data available in Production environment.
STAGE S Go-Live
Tyler City
Orange, CA
Tyler Technologies, Inc. Page 131
DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
RACI MATRIX KEY:
R=Responsible 3
0 0
A=Accountable J
CL
C=Consulted fo
a) a v
I=Informed a a
a 0 -E w
v v
c
c
ao o v) >
c Eo.o CO
v ° °' _ 0
fD
O v) ti O c J rcl co cCl) t2
5ac' n. o aa) > von c E `
E C) w . c v) ' c U 0
nee v c
U sT:L (
o -O L C U Cl) u C co L
Cl) fl.
C (Cl
O v Cl) +..
C - a) -C aJwEaEC2HUwv) o LE v v C) w I-
Provide final source data
C C A R
extract, if applicable
Final source data pushed
into production A C R I C C C
environment, if
applicable
Proof final converted
data, if applicable
C C C A R C
Complete Go-Live
activities as defined in C C C AR CI C
the Go-Live action plan
Provide Go-Live
A R CC I CC I C I C
assistance
Inputs Comprehensive Action Plan for Go-Live
Final source data(if applicable)
Outputs/ Acceptance Criteria [only]for Deliverables
Deliverables
Data is available in production environment City confirms data is available in production
environment
Work package assumptions:
The City will complete activities documented in the action plan for Go-Live as scheduled.
External stakeholders will be available to assist in supporting the interfaces associated with the Go-
Live live process.
The City business processes required for Go-Live are fully documented and tested.
The City Project team and subject matter experts are the primary point of contact for the end users
when reporting issues during Go-Live.
The City Project Team and Power User's provide business process context to the end users during Go-
Live.
The Tyler Go-Live support team is available to consult with the City teams as necessary.
The Tyler Go-Live support team provides standard functionality responses, which may not be tailored
to the local business processes.
6.5.2 Transition to Client Services
This work package signals the conclusion of implementation activities for the Phase or Project with the
exception of agreed-upon post Go-Live activities.The Tyler project manager(s) schedules a formal transition
Orange, CA
Tyler Technologies, Inc. Page / 32
DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
of the City onto the Tyler Client Services team, who provides the City with assistance following Go-Live,
officially transitioning the City to operations and maintenance.
Objectives:
Ensure no critical issues remain for the project teams to resolve.
Confirm proper knowledge transfer to the City teams for key processes and subject areas.
STAGE 5 Transition to Client Services
Tyler City
RACI MATRIX KEY:
R= Responsible
0
A=Accountable v CL
Oa
C=Consulted C V
cCaC
I =Informed a v CL
r(a C c
o = 0
E w ro
c o o N _ C E CO a, _ o
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Y CM te.. a"' O to .5 vl O J co co C
N C C N 'a.+ i. N U 2 2 2 aJ
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y, d0 C
N Q. .6 a Y U N N
N
N
C (U E a- -0 -5NO
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Transfer City to Client
Services and review
II All R I I CC C
issue reporting and
resolution processes
Review long term
maintenance and
A R C C C
continuous
improvement
Inputs Open item/issues List
Outputs/ Acceptance Criteria [only]for Deliverables
Deliverables
Client Services Support Document
Work package assumptions:
No material project issues remain without assignment and plan.
6.5.3 Post Go-Live Activities
Some implementation activities are provided post-production due to the timing of business processes,the
requirement of actual production data to complete the activities, or the requirement of the system being
used in a live production state.
Objectives:
Schedule activities that are planned for after Go-Live.
Ensure issues have been resolved or are planned for resolution before phase or project close.
Orange, CA
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
STAGE 5 Post Go-Live Activities
Tyler City
RACI MATRIX KEY:
R=Responsible73 o
A=Accountable
CO °
C=Consulted
cu C
I =Informed v
E
0.
own a) o ' - 'I
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al
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0 0°0 0 n o E @ ra
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c u a a) -' . i ti
cCY7oVC
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coco U Q) 'l p c (U E 0- -6 u
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Schedule contracted
activities that are
AR CCCCI C C I C C
planned for delivery
after go-live
Determine resolution
plan in preparation for
AR CCC I CC I C
phase or project close
out
Inputs List of post Go-Live activities
Outputs/ Acceptance Criteria [only]for
Deliverables Deliverables
Updated issues log
Work package assumptions:
System is being used in a live production state.
6.5.4 Control Point 5: Production Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below:
Advancement to the Close stage is not dependent upon Tyler's receipt of this Stage Acceptance.
Converted data is available in production environment.
Production Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined.
Go-Live activities defined in the Go-Live action plan completed.
Client services support document is provided.
6.6 Close
The Close stage signifies full implementation of all products purchased and encompassed in the Phase or
Project.The City transitions to the next cycle of their relationship with Tyler(next Phase of implementation or
long-term relationship with Tyler Client Services).
Orange, CA
Tyler Technologies, Inc. Page I 34
DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
6.6.1 Phase Closeout
This work package represents Phase completion and signals the conclusion of implementation activities for
the Phase.The Tyler Client Services team will assume ongoing support of the City for systems implemented in
the Phase.
Objectives:
Agreement from Tyler and the City teams that activities within this phase are complete.
STAGE 6 Phase Close Out
Eyler City
RACI MATRIX KEY:
a,
R=Responsible o
A=Accountable CO °
LIO
C=Consulted
I=Informed 0 a,
a,
v v o V
E w
C v C
C(
VD
a
Q1
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O oD O to5 c E IDA ro tko
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Reconcile project budget
and status of contract I A R I I C
Deliverables
Hold post phase review
ARCCCC CCCC C
meeting
Release phase-
dependent Tyler project "IA R I
resources
Participants Tyler City
Project Leadership Project Manager
Project Manager Project Sponsor(s)
Implementation Consultants Functional Leads,Power Users,
Technical Leads
Technical Consultants(Conversion, Deployment,
Development)
Client Services
Inputs Contract
Statement of Work
Project artifacts
Outputs/ Acceptance Criteria [only]for Deliverables
Deliverables
Final action plan(for outstanding items)
Reconciliation Report
Post Phase Review
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
Work package assumptions:
Tyler deliverables for the phase have been completed.
6.6.2 Project Closeout
Completion of this work package signifies final acceptance and formal closing of the Project.
At this time the City may choose to begin working with Client Services to look at continuous improvement
Projects, building on the completed solution.
Objectives:
Confirm no critical issues remain for the project teams to resolve.
Determine proper knowledge transfer to the City teams for key processes and subject areas has
occurred.
Verify all deliverables included in the Agreement are delivered.
STAGE 6 Project Close Out
Tyler City
RACI MATRIX KEY:v
R=Responsible 0 3
C o
A=Accountable a
C=Consulted
C)I =Informed a L., aC,
o E x
CO
C v C CU v
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w
01
C O n0 O V1 > a)
O f0 N co f0
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Conduct post project
AR CCCC CCCC C
review
Deliver post project
report to City and Tyler I A R I I C
leadership
Release Tyler project
A R I I
resources
Inputs Contract
Statement of Work
Outputs/ Acceptance Criteria [only]for Deliverables
Deliverables
Post Project Report City acceptance;Completed report indicating
all project Deliverables and milestones have
been completed
Work package assumptions:
All project implementation activities have been completed and approved.
Orange, CA
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DocuSign Envelope ID:372C4235-EBF9-4084-B06D-7704B5215EC4
Exhibit E
No critical project issues remain that have not been documented and assigned.
Final project budget has been reconciled and invoiced.
All Tyler deliverables have been completed.
6.6.3 Control Point 6: Close Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Close Stage Deliverables:
Post Project Report.
Close Stage Acceptance Criteria:
Completed report indicating all Project deliverables and milestones have been completed.
7. General Assumptions
Tyler and the City will use this SOW as a guide for managing the implementation of the Tyler Project as
provided and described in the Agreement.There are a few assumptions which,when acknowledged and
adhered to, will support a successful implementation. Assumptions related to specific work packages are
documented throughout the SOW. Included here are general assumptions which should be considered
throughout the overall implementation process.
7.1 Project
Project activities will begin after the Agreement has been fully executed.
The City Project Team will complete their necessary assignments in a mutually agreed upon
timeframe to meet the scheduled go-live date, as outlined in the Project Schedule.
Sessions will be scheduled and conducted at a mutually agreeable time.
Additional services, software modules and modifications not described in the SOW or Agreement will
be considered a change to this Project and will require a Change Request Form as previously
referenced in the definition of the Change Control Process.
Tyler will provide a written agenda and notice of any prerequisites to the City project manager(s)ten
10) business days or as otherwise mutually agreed upon time frame prior to any scheduled on-site or
remote sessions, as applicable.
Tyler will provide guidance for configuration and processing options available within the Tyler
software. If multiple options are presented by Tyler,the City is responsible for making decisions
based on the options available.
Implementation of new software may require changes to existing processes, both business and
technical, requiring the City to make process changes.
The City is responsible for defining, documenting, and implementing their policies that result from
any business process changes.
7.2 Organizational Change Management
Unless otherwise contracted by Tyler, City is responsible for managing Organizational Change. Impacted City
resources will need consistent coaching and reassurance from their leadership team to embrace and accept
the changes being imposed by the move to new software. An important part of change is ensuring that
impacted City resources understand the value of the change, and why they are being asked to change.
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7.3 Resources and Scheduling
City resources will participate in scheduled activities as assigned in the Project Schedule.
The City team will complete prerequisites prior to applicable scheduled activities. Failure to do so
may affect the schedule.
Tyler and the City will provide resources to support the efforts to complete the Project as scheduled
and within the constraints of the Project budget.
Abbreviated timelines and overlapped Phases require sufficient resources to complete all required
work as scheduled.
Changes to the Project Schedule, availability of resources or changes in Scope will be requested
through a Change Request. Impacts to the triple constraints(scope, budget, and schedule) will be
assessed and documented as part of the change control process.
The City will ensure assigned resources will follow the change control process and possess the
required business knowledge to complete their assigned tasks successfully. Should there be a change
in resources,the replacement resource should have a comparable level of availability, change control
process buy-in, and knowledge.
The City makes timely Project related decisions to achieve scheduled due dates on tasks and prepare
for subsequent training sessions. Failure to do so may affect the schedule, as each analysis and
implementation session is dependent on the decisions made in prior sessions.
The City will respond to information requests in a comprehensive and timely manner, in accordance
with the Project Schedule.
The City will provide adequate meeting space or facilities, including appropriate system connectivity,
to the project teams including Tyler team members.
For on-site visits,Tyler will identify a travel schedule that balances the needs of the project and the
employee.
7.4 Data
Data will be converted as provided and Tyler will not create data that does not exist.
The City is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy
data.
Tyler will work closely with the City representatives to identify business rules before writing the
conversion.The City must confirm that all known data mapping from source to target have been
identified and documented before Tyler writes the conversion.
All in-scope source data is in data extract(s).
Each legacy system data file submitted for conversion includes all associated records in a single
approved file layout.
The City will provide the legacy system data extract in the same format for each iteration unless
changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget and
resource availability may occur and/or data in the new system may be incorrect.
The City Project Team is responsible for reviewing the converted data and reporting issues during
each iteration,with assistance from Tyler.
The City is responsible for providing or entering test data (e.g., data for training,testing interfaces,
etc.)
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7.5 Facilities
The City will provide dedicated space for Tyler staff to work with City resources for both on-site and
remote sessions. If Phases overlap, City will provide multiple training facilities to allow for
independent sessions scheduling without conflict.
The City will provide staff with a location to practice what they have learned without distraction.
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8. Glossary
Word or Term Definition
Acceptance Confirming that the output or deliverable is suitable and
conforms to the agreed upon criteria.
Accountable The one who ultimately ensures a task or deliverable is
completed;the one who ensures the prerequisites of the task are
met and who delegates the work to those responsible. [Also see
RACI]
Application A computer program designed to perform a group of coordinated
functions,tasks,or activities for the benefit of the user.
Application Programming Interface(API) A defined set of tools/methods to pass data to and received data
from Tyler software products
Agreement This executed legal contract that defines the products and
services to be implemented or performed.
Business Process The practices, policy, procedure,guidelines,or functionality that
the client uses to complete a specific job function.
Business Requirements Document A specification document used to describe Client requirements
for contracted software modifications.
Change Request A form used as part of the Change Control process whereby
changes in the scope of work,timeline, resources,and/or budget
are documented and agreed upon by participating parties.
Change Management Guides how we prepare,equip and support individuals to
successfully adopt change in order to drive organizational success
outcomes
Code Mapping[where applicable] An activity that occurs during the data conversion process
whereby users equate data(field level)values from the old
system to the values available in the new system.These may be
one to one or many to one. Example:Old System [Field=eye
color] [values= BL, Blu, Blue] maps to New Tyler System [Field=
Eye Color] [value=Blue].
Consulted Those whose opinions are sought,typically subject matter
experts,and with whom there is two-way communication. [Also
see RACI]
Control Point This activity occurs at the end of each stage and serves as a
formal and intentional opportunity to review stage deliverables
and required acceptance criteria for the stage have been met.
Data Mapping[where applicable] The activity determining and documenting where data from the
legacy system will be placed in the new system;this typically
involves prior data analysis to understand how the data is
currently used in the legacy system and how it will be used in the
new system.
Deliverable A verifiable document or service produced as part of the Project,
as defined in the work packages.
Go-Live The point in time when the Client is using the Tyler software to
conduct daily operations in Production.
Informed Those who are kept up-to-date on progress,often only on
completion of the task or deliverable,and with whom there is
just one-way communication. [Also see RACI]
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Infrastructure The composite hardware, network resources and services
required for the existence,operation,and management of the
Tyler software.
Interface A connection to and potential exchange of data with an external
system or application. Interfaces may be one way,with data
leaving the Tyler system to another system or data entering Tyler
from another system,or they may be bi-directional with data
both leaving and entering Tyler and another system.
Integration A standard exchange or sharing of common data within the Tyler
system or between Tyler applications
Legacy System The software from which a client is converting.
Modification Custom enhancement of Tyler's existing software to provide
features or functions to meet individual client requirements
documented within the scope of the Agreement.
On-site Indicates the work location is at one or more of the client's
physical office or work environments.
Organizational Change The process of changing an organization's strategies,processes,
procedures,technologies,and culture,as well as the effect of
such changes on the organization.
Output A product,result or service generated by a process.
Peripheral devices An auxiliary device that connects to and works with the computer
in some way.Some examples:scanner,digital camera,printer.
Phase A portion of the Project in which specific set of related
applications are typically implemented. Phases each have an
independent start,Go-Live and closure dates but use the same
Implementation Plans as other Phases of the Project. Phases may
overlap or be sequential and may have different Tyler resources
assigned.
Project The delivery of the software and services per the agreement and
the Statement of Work.A Project may be broken down into
multiple Phases.
RACI A matrix describing the level of participation by various roles in
completing tasks or Deliverables for a Project or process.
Individuals or groups are assigned one and only one of the
following roles for a given task: Responsible(R),Accountable(A),
Consulted(C),or Informed (I).
Remote Indicates the work location is at one or more of Tyler's physical
offices or work environments.
Responsible Those who ensure a task is completed,either by themselves or
delegating to another resource. [Also see RACI]
Scope Products and services that are included in the Agreement.
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Solution The implementation of the contracted software product(s)
resulting in the connected system allowing users to meet Project
goals and gain anticipated efficiencies.
Stage The top-level components of the WBS. Each Stage is repeated for
individual Phases of the Project.
Standard Software functionality that is included in the base software(off-
the-shelf) package; is not customized or modified.
Statement of Work(SOW) Document which will provide supporting detail to the Agreement
defining Project-specific activities,services,and Deliverables.
System The collective group of software and hardware that is used by the
organization to conduct business.
Test Scripts The steps or sequence of steps that will be used to validate or
confirm a piece of functionality,configuration,enhancement,or
Use Case Scenario.
Training Plan Document(s)that indicate how and when users of the system will
be trained relevant to their role in the implementation or use of
the system.
Validation(or to validate) The process of testing and approving that a specific Deliverable,
process, program,or product is working as expected.
Work Breakdown Structure(WBS) A hierarchical representation of a Project or Phase broken down
into smaller, more manageable components.
Work Package A group of related tasks within a project.
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Part 4 : Appendices
9. Conversion
9.1 Enterprise ERP Conversion Summary
9.1.1 Accounting
9.1.1.1 Accounting- Actuals
Summary account balances
Up to 5 years
9.1.1.2 Accounting- Budgets
Original budget, budget adjustments, revised budget summaries for accounts
Up to 5 years
9.1.2 Accounts Payable
9.1.2.1 Vendors
Vendor Master file including names, addresses,SSN/FID, contacts, phone numbers
Multiple remittance addresses
Year-to-date 1099 amounts
9.1.2.2 Accounts Payable -Checks
Check header data including vendor, warrant, check number, check date,overall check amount, GL
cash account and clearing information
Check detail data including related document and invoice numbers for each check
Up to 5 years
9.1.2.3 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
9.1.3 Contracts
Contract header detail with many fields available to convert including fiscal year and period,vendor
number, department code, description, enforcement method code, dates for award, approval, entry
and expiration, retention information, user-defined type and review codes, status code, user id for
entry and approver.Additional fields are also available. A balance forward contract amount is
converted, if original amount is required there will be an additional charge and contracts, po's and
invoices must be converted together.
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9.1.4 Project Accounting
9.1.4.1 Project Accounting Master Tables
Segments, account strings and fund string allocation table
Requires the use of a Tyler provided (Chart of Accounts)spreadsheet for design and entry of the data
to be converted
9.1.4.2 Project Accounting-Actuals
Summary project ledger string balances. If linking to GL, must be converted at the same time.
Up to 3 years
9.1.4.3 Project Accounting— Budget
Original project ledger budget amounts. If linking to GL, must be converted at the same time.
Up to 3 years
9.1.5 Purchase Orders
Open purchase orders header data including vendor, buyer, date, accounting information, etc.
Open purchase orders detail data including line-item descriptions, quantities, amounts, etc.
Closed purchase orders detail data, up to 5 years, including line-item descriptions, quantities,
amounts, etc.
9.1.6 Human Resources Management
9.1.6.1 HRM Employee Master Information
Payroll Employee Master data including data such as name, address, SSN, legacy employee ID, date of
birth, hire date, activity status (such as active/inactive), leave/termination code and date, phone(s), e-
address, marital status, gender, race, personnel status (such as full-time, part-time, etc.), highest
degree, advice-delivery(print/email/both)and check location, plus primary group,job, location, and
account information
9.1.6.2 Accumulators
YTD, QTD, MTD amounts for employee pay and deductions
Needed for mid-calendar-year go-live
May not be needed if converting earnings/deductions history
Up to 5 years
Accumulators are converted with check history and earning/deduction history as a default. No
accumulator files are necessary to submit when converting history.
9.1.6.3 Check History
Up to 5 years, additional years must be quoted. We convert amounts for earnings and deductions in
employee check history, check number and date.
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9.1.6.4 Earning/Deduction Hist.
Up to 5 years, additional years must be quoted. Earning and deduction history broken down my
individual codes(earnings and deduction) and amounts per pay period,the detail of these lines, sums
the check history in opt 4.
9.1.6.5 Personnel Action History
A variety of Personnel actions,such as job or salary changes and dates these events occurred.
Up to 5 years
9.1.6.6 Certifications
Certification area and certification type codes, certification number and effective date, expiration
date, and required-by date, codes for certification level and subjects
9.1.6.7 Education
Codes,for institution,type of degree, and area(s) of study
9.1.7 General Billing
9.1.7.1 Customer Master Files
Customer information
9.1.7.2 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
9.1.7.3 General Billing—Bills
5 years of open and closed invoices
General Ledger information so open invoices can be processed in Enterprise ERP
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10. Additional Appendices
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11. Project Timeline
11.1 ERP Project Timeline
The Project Timeline establishes a target duration for each phase of the project. The timeline needs to
account for resource availability, business goals, size and complexity of the project, and task duration
requirements. These will be reviewed and adjusted, if needed, during the Initiate and Plan Stage. Refer to
the Project Stages section of this SOW for information on work packages associated with each stage of the
implementation. Durations may be revised when the Agreement is signed and further refined during the
project.
Eden to Enterprise ERP project start dates are dependent on wave availability. Waves are a common
implementation start month for a group of Eden clients. Each wave has a designated number of slots
available for clients to sign up—once those slots are full you must choose an alternate wave with availability.
A signed agreement is required to reserve your spot in a specific wave.
Phase Functional Area(s) Modules Duration
1 Financials Accounting 12 Months
Accounts Payable
Assets Mobile or as defined in the Project
Budgeting Plan and mutually agreed upon
Capital Assets
Average Days/Month: 14
Cash Management
Contract Management
Inventory
Project& Grant Accounting
Purchasing
Accounts Receivable
General Billing
Cashiering
Open Finance
System Wide Analytics& Reporting w Executive
Insights
Enterprise Forms
Content Manager Core includes
On boarding
Enterprise ERP and Utility Access
Payments
2 Utility Billing Utility Billing CIS 12 Months
Utility Billing Meter Interface
Resident Access or as defined in the Project
Plan and mutually agreed upon
Average Days/Month: 7
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3 Human Resources Payroll with Employee Access 12 Months
Management Human Resources &Talent
Management or as defined in the Project
Time &Attendance w Mobile Plan and mutually agreed upon
Access
Average Days/Month: 7
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