2023/02/15 Tyler Technologies Software as a service agreement
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SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment
Summary, including providing Client with access to Tyler’s proprietary software products, and Tyler
desires to provide such products and services under the terms of this Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
in this Agreement, Tyler and Client agree as follows:
SECTION A – DEFINITIONS
• “Agreement” means this Software as a Services Agreement.
• “Business Travel Policy” means our business travel policy. A copy of our current Business Travel
Policy is attached as Schedule 1 to Exhibit B.
• “Client” means the City of Menifee, California.
• “Cyber Security Incident” or “Data Breach” means any event of breach, as such breaches are
defined by applicable law.
• “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 (as defined in Exhibit C) resolution under the terms of the
SLA, and Data storage and archiving. SaaS Services do not include support of an operating system
or hardware, support outside of our normal 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.
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SECTION B – LICENSE RIGHTS AND SAAS SERVICES
1. Rights Granted.
1.1 We grant to you a license to use the Tyler Software, if and listed in the Investment Summary, for
your internal business purposes only, in the scope of the internal business purposes disclosed to
us as of the Effective Date. You may make copies of the Tyler Software for backup and testing
purposes, so long as such copies are not used in production and the testing is for internal use only.
Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with
the terms of this Agreement including, without limitation, Section B(4). We will make any such
software available to you for download.
1.2 We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for
your internal business purposes for the number of Defined Users only. The Tyler Software will be
made available to you according to the terms of the SLA. You acknowledge that we have no
delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services.
You may use the SaaS Services to access updates and enhancements to the Tyler Software, as
further described in Section C(9).
1.3 A development, test, and production environment is provided with the Saas Services and will be
maintained and available to you throughout the term of this Agreement.
2. SaaS Fees. You agree to pay us the license fees and SaaS Fees. Those amounts are payable in
accordance with our Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined
Users and amount of Data Storage Capacity, as set forth in the Investment Summary. You may add
additional users or additional data storage capacity on the terms set forth in Section H(1). In the event
you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the
right to charge you additional fees commensurate with the overage(s).
3. Ownership.
3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software,
and anything developed by us under this 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. Client may grant
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third parties access to the Saas Services for the purposes of conducting Client’s business.
5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term
of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable
efforts, consistent with industry standards, to 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 Association of International
Certified Professional Accountants’ (“AICPA’s”) Statement on Standards for Attestation
Engagements (“SSAE”) No. 18. We have attained, and will maintain, System & Organizational
Controls (“SOC”)1 and SOC 2 compliance, for so long as you are timely paying for SaaS Services.
The scope of audit coverage varies for some Tyler Software solutions. Upon execution of a
mutually agreeable Non-Disclosure Agreement (“NDA”), we will provide you with a summary of
our compliance report(s) or its equivalent within six (6) months upon said request. Every year
thereafter, for so long as the NDA is in effect and in which you make a written request, we will
provide that same information. If our SaaS 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. We will notify
you of any disaster or component failure and communicate with you until the disaster or
component failure is effectively resolved and the Saas Services can resume.
6.4 We conduct annual penetration testing of either the production network and/or web application
to be performed. We will maintain industry standard intrusion detection and prevention systems
to monitor malicious activity in the network and to log and block any such activity. We will provide
you with a written or electronic record of the actions taken by us in the event that any
unauthorized access to your database(s) is detected as a result of our security protocols. We will
undertake an additional security audit, on terms and timing to be mutually agreed to by the
parties, at your written request. You may not attempt to bypass or subvert security restrictions
in the SaaS Services or environments related to the Tyler Software. Unauthorized attempts to
access files, passwords or other confidential information, and unauthorized vulnerability and
penetration test scanning of our network and systems (hosted or otherwise) is prohibited without
the prior written approval of our IT Security Officer.
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6.5 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific. At
your written request, we will provide test results to you within a commercially reasonable
timeframe after receipt of the request.
6.6 We will be responsible for importing back-up and verifying that you can log-in. You will be
responsible for running reports and testing critical processes to verify the returned Data.
6.7 We provide secure Data transmission paths between each of your workstations and our servers.
6.8 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other
visitors to Tyler data centers must be signed in and accompanied by authorized personnel. Entry
attempts to the data center are regularly audited by internal staff and external auditors to ensure
no unauthorized access.
6.9 Where applicable with respect to our applications that take or process card payment data, we are
responsible for the security of cardholder data that we possess, including functions relating to
storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective
Date, we comply with applicable requirements to be considered Payment Card Industry Data
Security Standard (“PCI DSS”) v.3.2.1 compliant and have performed the necessary steps to
validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS
compliance program in the form of an official Attestation of Compliance, which can be found at
https://www.tylertech.com/about-us/compliance, and in the event of any change in our status,
will comply with applicable notice requirements. .
6.10 Since various logs are available from the Tyler Software, Client must download them manually.
Upon request, Tyler will provide support to Client if any problems arise when downloading the
logs from the Tyler Software.
6.11 Cyber Security Incident and Data Breach Notification: In the event of a cyber security incident or
a data breach of Client Data, as such cyber security incident or data breaches are defined by
applicable law; Tyler will report said data breaches to the extent required by the applicable state
notification law.
7. License Rights Terminate Upon Migration. When Tyler makes Tyler Software discounted 100% in the
Investment Summary (the “Evergreen Modules”) licensed pursuant to this Agreement available to the
Client for use in live production, the license to 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. You agree to pay us the professional services fees in the amounts set forth
in the Investment Summary. Those amounts are payable in accordance with our Invoicing and
Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith
estimates of the amount of time and materials required for your implementation. We will bill you the
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actual fees incurred based on the in-scope services provided and accepted by you
(as defined below). Any discrepancies in the total values set forth in the Investment Summary will be
resolved by multiplying the applicable hourly rate by the quoted hours.
3. Additional Services. The 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 the avoidance of doubt,
Tyler will not add services to this Agreement without your advance written consent.
4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our
personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments.
Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or
breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and
(b) daily fees associated with cancelled professional services if we are unable to reassign our
personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within
two (2) weeks of scheduled commitments.
5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent
with industry standards. In the event we provide services that do not conform to this warranty, we
will re-perform such services at no additional cost to you.
6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to
your personnel, facilities, and equipment as may be reasonably necessary for us to provide
implementation services, subject to any reasonable security protocols or other written policies
provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.
7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone
criminal background checks prior to hire. All employees sign our confidentiality agreement and
security policies.
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
unreasonable 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
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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,. 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 are reasonably necessary to perform
remote services. We will, at our option, use the secure connection to assist with proper diagnosis and
resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support
issue remotely, we may be required to provide onsite services. In such event, we will be responsible
for our travel expenses, unless it is determined that the reason onsite support was required was a
reason outside our control. Either way, you agree to provide us with full and free access to the Tyler
Software, working space, adequate facilities within a reasonable distance from the equipment, and
use of machines, attachments, features, or other equipment reasonably necessary for us to provide
the maintenance and support services, all at no charge to us. We strongly recommend that you also
maintain your VPN for backup connectivity purposes.
For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless
Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application
design; (c) other consulting services; or (d) support outside our normal business hours as listed in our
then-current Support Call Process. Requested services such as those outlined in this section will be
billed to you on a time and materials basis at our then current rates. You must request those services
with at least one (1) weeks’ advance notice.
10. Personnel. After the Effective Date, and in coordination with the project kick-off activities identified
in the Statement of Work, we will make our project staffing assignments. Upon request, we will
provide you with project resumes, demonstrating relevant past project experience, for project team
members that are allocated for onsite services on the project. You agree that those resumes are for
your information and planning purposes only.
Once our project team is assembled and your counterparts have been identified, both parties agree
that, except for reasons outside of their control, they will not remove staff and personnel from their
assigned project roles without reasonable advance notice and good cause, and that they will work
together to mitigate project impacts after any such removal. The parties will also work together to
manage the project impact resulting from the temporary unavailability of project staff from either
party. We agree to use commercially reasonable efforts to maintain consistency of project personnel
and commit to replacement resources having sufficient project knowledge, without additional cost to
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you, in order to render services in accordance with contractual requirements.
In the event our personnel is/are not providing services consistent with our services warranty or are
otherwise negatively impacting the project, you will notify us of that deficiency and give us a
reasonable opportunity to correct it. In the event the deficiency persists, we will replace that project
member, upon written request and demonstration of good cause. Replacement staff will be assigned
following the same processes set forth above and shall have reasonably sufficient experience and
project knowledge to fulfill applicable obligations under the Agreement. The foregoing
notwithstanding, if the replacement personnel is providing services onsite, you shall remain liable for
travel expenses incurred by such personnel, to be invoiced in accordance with the Business Travel
Policy.
11. Support of Migration Modules. Beginning on the commencement of the initial term as set forth in
Section F (1) of this Agreement, and contingent upon Client’s timely payment of annual SaaS Fees for
Tyler Evergreen Modules, Client is entitled to 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.
12. [Reserved]
13. Acceptance. The Client will use the following acceptance process for each Phase, as defined in the
Statement of Work: Client will have a maximum of a thirty (30) calendar day “Test Period” to test the
System in in a live production environment for and report documented Defects. If there are no Defects
reported during the Test Period the Client shall issue “Acceptance.” Upon Acceptance of the last Phase
of the project, Client shall also grant “Project Closure.” If Client reports a documented Defect during
the Test Period, Client will notify Tyler in writing. Tyler will correct the Defect(s) or provide a mutually
agreeable plan for future resolution of any Defect(s). A dispute with respect to the plan shall be
addressed pursuant to the Dispute Resolution Process of this Agreement. Upon resolution of a Defect
during the Test Period, Client may re-perform testing for a maximum of thirty (30) calendar days. This
procedure shall repeat until all Defects have either been resolved or the Client and Tyler, reasonably
cooperating, have developed a mutually agreeable schedule for Defect resolution, at which point the
Client shall issue Project Closure
SECTION D – THIRD PARTY PRODUCTS
1. Third Party Hardware. We will sell, deliver, and 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
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and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not
warrant or guarantee the performance of the Third Party Products. However, we grant and pass
through to you any warranty that we may receive from the Developer or supplier of the Third
Party Products.
4. Third Party Services. If you have purchased Third Party Services, those services will be provided
independent of Tyler by such third-party at the rates set forth in the Investment Summary and in
accordance with our Invoicing and Payment Policy.
SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in
the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2).
2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties
in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the
applicable invoice. The written notice must contain reasonable detail of the issues you contend are
in dispute so that we can confirm the issue and respond to your notice with either a justification of
the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice.
We will work with you as may be necessary to develop an action plan that outlines reasonable steps
to be taken by each of us to resolve any issues presented in your notice. You may withhold payment
of the amount(s) actually in dispute, and only those amounts, until we complete the action items
outlined in the plan. If we are unable to complete the action items outlined in the action plan because
of your failure to complete the items agreed to be done by you, then you will remit full payment of
the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and
support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days
of notice of our intent to do so.
SECTION F – TERM AND TERMINATION
1. Term. The Initial Term of this Agreement equal to the number of years indicated for SaaS Services in
Exhibit A, commencing on the first day of the first month following the Effective Date, unless earlier
terminated as set forth below. If no duration is indicated in Exhibit A, the Initial Term is one (1) year.
Upon expiration of the Initial Term, this Agreement will terminate. Client may elect to renew this
Agreement for an additional Renewal Term upon Client timely payment of renewal fees as sufficient
to indicate agreement to a Renewal Term. Any Renewal Term for years 4-10 shall not exceed 5% price
increases annually. Any Renewal Terms thereafter, shall be at our then-current Saas Fees term. Your
right to access or use the Tyler Software and the SaaS Services will terminate at the end of this
Agreement.
2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you
will pay us for all undisputed fees and expenses related to the software, products, and/or services you
have received, or we have incurred or delivered, prior to the effective date of termination. Disputed
fees and expenses in all terminations other than your termination for cause must have been
submitted as invoice disputes in accordance with Section E(2).
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2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is
contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we
may discontinue the SaaS Services and deny your access to the Tyler Software. We may also
terminate this Agreement if you don’t cure such failure to pay within forty-five (45) days of
receiving written notice of our intent to terminate.
2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute
Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the
event we do not cure, or create a mutually agreeable action plan to address, a material breach of
this Agreement within the thirty (30) day window set forth in Section H(3).
2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event
suspends performance of the SaaS Services for a period of forty-five (45) days or more.
2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient
to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days
written notice to us. You will not be entitled to a refund or offset of previously paid, but unused
SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for
termination for convenience.
SECTION G – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation
infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets,
and will pay the amount of any resulting adverse final judgment (or settlement to which we
consent). You must notify us promptly in writing of the claim and give us sole control over its
defense or settlement. You agree to provide us with reasonable assistance, cooperation, and
information in defending the claim at our expense.
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.
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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; (b) our breach of Section H(17) of this Agreement;
or (c) our violation of PCI-DSS requirements or a law applicable to our performance under this
Agreement. You must notify us promptly in 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.
3 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS
ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.
3. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR
LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF
CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR
ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN
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).
4. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
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5. Insurance. During the course of performing services under this Agreement, we agree to maintain the
following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile
Liability of at least $1,000,000; (c) Professional Liability (inclusive of Cyber Protection) of at least
$2,000,000; per occurrence and in the aggregate; (d) Workers Compensation complying with
applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will
add you as an additional insured to our Commercial General Liability and Automobile Liability policies,
which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as
well. We will l provide you with copies of certificates of insurance upon your written request.
SECTION H – GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates set
forth in the Investment Summary for twelve (12) months from the Effective Date by executing a
mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12)
months have expired, you may purchase additional products and services at our then-current list
price, also by executing a mutually agreed 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. Each parties agrees to provide the other party with written notice within thirty
(30) days of becoming aware of a dispute. Client and Tyler agree to cooperate with the other party in
trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior
representative to meet and engage in good faith negotiations with the other party appointed senior
representative. Senior representatives will 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. Each party shall bear its own
cost for the mediation, equally splitting any joint costs. If the dispute remains unresolved after
mediation, then either of us may assert our respective rights and remedies in a court of competent
jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief
during the dispute resolution procedures.
4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation,
sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt
certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse
us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For
clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising
from our performance of this Agreement.
5. Nondiscrimination. We will not discriminate against any person employed or applying for
employment concerning the performance of our responsibilities under this Agreement. This
discrimination prohibition will apply to all matters of initial employment, tenure, and terms of
employment, or otherwise with respect to any matter directly or indirectly relating to employment
concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that
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is unrelated to the individual's ability to perform the duties of a particular job or position, height,
weight, marital status, or political affiliation. We will post, where appropriate, all notices related to
nondiscrimination as may be required by applicable law.
6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your
project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior
written consent, not to be unreasonably withheld.
8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of,
either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement
without the prior written consent of the other party. Your consent is not required for a corporate
reorganization, merger, acquisition, or purchase of substantially all of our assets. However, this
Agreement shall not be assigned through such events, without your prior written consent, which shall
not be unreasonably withheld.
9. Force Majeure. Except for your payment 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.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
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15. Notices. All notices or communications required or permitted as a part of this Agreement, such as
notice of an alleged material breach for a termination for cause or a dispute that must be submitted
to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the
following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return
receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of
email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal
Service authorized mail center with proper postage (certified mail, return receipt requested) affixed
and addressed to the other party at the address set forth on the signature page hereto or such other
address as the party may have designated by proper notice. The consequences for the failure to
receive a notice due to improper notification by the intended receiving party of a change in address
will be borne by the intended receiving party.
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and
promotional materials.
17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of
such information could violate rights to private individuals and entities, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be
confidential and includes, without limitation, personal identifying information (e.g., social security
numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not
disclose any confidential information of the other party and further agrees to take all reasonable and
appropriate action to prevent such disclosure by its employees or agents. The confidentiality
covenants contained herein will survive the termination or cancellation of this Agreement. This
obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this
Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or
(d) is the subject of a legitimate disclosure request under the open records laws or similar
applicable public disclosure laws governing this Agreement; provided, however, that in the
event you receive an open records or other similar applicable request, you will give us prompt
notice and otherwise perform the functions required by applicable law.
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. Tyler will promptly notify you
thereafter of such a detection. Your Data will remain in such quarantine for a period of at least six (6)
months during which time we will review the Data, and all traffic associated with the Data, for signs
of malware or other similar issues. If no issues are detected through such reviews during the six (6)
month period of quarantine, we will coordinate with you the restoration of your Data to a non-
quarantined environment. In the event your Data must remain in quarantine beyond this six (6)
month period through no fault of Tyler’s, we reserve the right to require payment of additional fees
for the extended duration of quarantine. We will provide an not-to exceed estimate of what those
costs will be at least 90 days in advance.
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19. Business License. In the event a local business license is required for us to perform services hereunder,
you will promptly notify us and provide us with the necessary paperwork and/or contact information
so that we may timely obtain such license.
20. Governing Law. This Agreement will be governed by and construed in accordance with the laws of
your state of domicile, without regard to its rules on conflicts of law. In the event that either party
brings any action against the other under this Agreement, the parties agree that trial of such action
shall be vested exclusively in Riverside County. Tyler reserves the right of remove any litigation to a
federal court of competent jurisdiction
21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals,
any of which will be independently treated as an 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, hereto as Exhibit F. By signing
a Tyler Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions, you
certify that you have reviewed, understand, and agree to said terms. However, to the extent that any
of the terms in Exhibit F are inconsistent with the terms of this Agreement, this Agreement shall
prevail.
24. Agreement Administration. The City Manager of the City of Menifee or designee shall have the
authority to execute amendments and documentation necessary to renew this Agreement for up to
nine (9) renewal terms of one (1) year each. The City Manager or designee shall have the authority
to approve and execute non-substantial modifications on behalf of you to this Agreement as
determined in the City Manager’s discretion. The City Manager may refer any matter covered by this
Section to the City Council of the City of Menifee for approval.
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25. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Schedule 1: Migration Modules
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Schedule 1: ThinPrint Terms
Schedule 2: DocOrigin Terms
Exhibit E Statement of Work
Exhibit F Data & Insights SaaS Services Terms of Service
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of
the date(s) set forth below.
Tyler Technologies, Inc. City of Menifee, California
By: By:
Name: Name:
Title: Title:
Date: Date:
Address for Notices: Address for Notices:
Tyler Technologies, Inc. City of Menifee
One Tyler Drive 29714 Haun Road
Yarmouth, ME 04096 Menifee, CA 92586-6540
Attention: Chief Legal Officer Attention: Chief Information Officer
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Acting City Clerk
February 15, 2023
February 15, 2023
City Manager
Armando G. Villa
Jeffrey T. Melching
City Attorney
February 15, 2023
By: _________________________________
Name: _______________________________
Title: ______________________________
Date: _______________________________
By: _________________________________
Name:________________________________
Title:_______________________________
Date:________________________________
Kay Vinson
Exhibit A
1
Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration date
in the Investment Summary that may have lapsed as of the Effective Date. Capitalized terms not otherwise
defined will have the meaning assigned to such terms in the Agreement. In the event of conflict between
the Agreement and terms in the Comments section of this Investment Summary, the language in the
Agreement will prevail.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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2022-305820-S1Y7Z6 CONFIDENTIAL Page 1
Quoted By:Chris Deroche
Quote Expiration:08/16/22
Quote Name:City of Menifee-ERP-Munis
Quote Description: EERP ETA 1.13.23
Saas Term 1.00
Sales Quotation For:
City of Menifee
29714 Haun Rd
Menifee CA 92586-6540
Phone: +1 (951) 672-6777
Tyler License Fees and Related Services
Description Qty License Hours Module Total
Year One
Maintenance
Revenue Management
Accounts Receivable 1 $ 15,991.00 92 $ 0.00 $ 0.00
Cashiering 1 $ 28,483.00 48 $ 0.00 $ 0.00
General Billing 1 $ 9,798.00 40 $ 0.00 $ 0.00
Financial Management
Accounting 1 $ 75,065.00 208 $ 0.00 $ 0.00
Accounts Payable 1 $ 20,821.00 40 $ 0.00 $ 0.00
Budgeting 1 $ 20,821.00 56 $ 0.00 $ 0.00
Capital Assets 1 $ 18,060.00 48 $ 18,060.00 $ 0.00
Cash Management 1 $ 14,301.00 40 $ 14,301.00 $ 0.00
Contract Management 1 $ 8,612.00 32 $ 0.00 $ 0.00
eProcurement 1 $ 13,860.00 40 $ 13,860.00 $ 0.00
Inventory 1 $ 17,053.00 56 $ 17,053.00 $ 0.00
Project & Grant Accounting 1 $ 14,536.00 48 $ 0.00 $ 0.00
Purchasing 1 $ 32,338.00 120 $ 0.00 $ 0.00
Content Management
Content Manager Core 1 $ 27,048.00 48 $ 0.00 $ 0.00
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Human Resources Management
Human Resources & Talent Management 1 $ 10,904.00 120 $ 0.00 $ 0.00
Payroll w/ESS 1 $ 13,380.00 212 $ 0.00 $ 0.00
Time & Attendance - Up to 250 Employees 1 $ 18,363.00 172 $ 18,363.00 $ 0.00
Time & Attendance Mobile Access 1 $ 5,075.00 0 $ 5,075.00 $ 0.00
Additional
Enterprise Forms Processing (including Common Form
Set)1 $ 13,839.00 0 $ 13,839.00 $ 0.00
Sub-Total $ 378,348.00 $ 100,551.00 $ 0.00
Less Discount $ 277,797.00 $ 0.00
TOTAL $ 100,551.00 1420 $ 100,551.00 $ 0.00
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Financial Management
Accounting 1 0 $ 27,023.00
Accounts Payable 1 0 $ 7,496.00
Budgeting 1 0 $ 7,496.00
Capital Assets 1 0 $ 6,502.00
Cash Management 1 0 $ 5,148.00
Contract Management 1 0 $ 3,101.00
eProcurement 1 0 $ 4,990.00
Inventory 1 0 $ 9,743.00
Project & Grant Accounting 1 0 $ 5,233.00
Purchasing 1 0 $ 11,642.00
Human Resources Management
Human Resources & Talent Management 1 0 $ 3,925.00
Payroll w/ESS 1 0 $ 4,817.00
Time & Attendance - Up to 250 Employees 1 0 $ 6,033.00
Time & Attendance Mobile Access 1 0 $ 1,821.00
Revenue Management
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Accounts Receivable 1 0 $ 5,757.00
Cashiering 1 0 $ 10,254.00
General Billing 1 0 $ 3,527.00
Civic Services
Resident Access 1 0 $ 13,000.00
Content Management
Content Manager Core 1 0 $ 5,563.00
Data Insights
Enterprise Analytics and Reporting w Executive Insights 1 92 $ 26,932.00
Open Finance 1 0 $ 21,000.00
Additional
Enterprise Forms Processing Software (including Common Form Set)1 0 $ 9,875.00
Integrations
Accounts Payable API Toolkit 1 0 $ 6,214.00
Accounts Receivable API Toolkit 1 0 $ 6,214.00
Cashiering API 1 0 $ 5,485.00
General Ledger API Toolkit 1 0 $ 6,214.00
Inventory API Toolkit 1 0 $ 6,214.00
Procurement API Toolkit Bundle 1 0 $ 24,856.00
Recruiting API Toolkit 1 0 $ 6,214.00
Subscription Fees
ACFR Statement Builder 1 0 $ 8,925.00
TOTAL 92 $ 271,214.00
Professional Services
Description Quantity Unit Price Ext Discount Extended Price Maintenance
Additional Services billed as needed : custom report writing 80 $ 185.00 $ 0.00 $ 14,800.00 $ 0.00
Conditional use hours for NTE 112 $ 210.00 $ 0.00 $ 23,520.00 $ 0.00
Executive Insights Implementation 1 $ 8,400.00 $ 0.00 $ 8,400.00 $ 0.00
Install Fee - Open Finance 1 $ 5,600.00 $ 0.00 $ 5,600.00 $ 0.00
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PIER / Financial requirements outlined in RFP 80 $ 185.00 $ 0.00 $ 14,800.00 $ 0.00
PIER / HR/Payroll requirements outlined in RFP 80 $ 185.00 $ 0.00 $ 14,800.00 $ 0.00
Post Go Live Support - Financials 80 $ 185.00 $ 0.00 $ 14,800.00 $ 0.00
Post Go Live Support - HCM 80 $ 185.00 $ 0.00 $ 14,800.00 $ 0.00
Project Management 304 $ 200.00 $ 0.00 $ 60,800.00 $ 0.00
Conversions – See Detailed Breakdown Below $ 23,550.00 $ 0.00
Onsite Implementation 400 $ 225.00 $ 0.00 $ 90,000.00 $ 0.00
Remote Implementation 1112 $ 200.00 $ 0.00 $ 222,400.00 $ 0.00
TOTAL $ 508,270.00 $ 0.00
3rd Party Hardware, Software and Services
Description Qty Unit Price
Unit
Discount Total Price
Unit
Maint/SaaS
Unit
Maint/SaaS
Discount
Total
Maint/SaaS
Cash Drawer 4 $ 260.00 $ 0.00 $ 1,040.00 $ 0.00 $ 0.00 $ 0.00
Hand Held Scanner - Model 1950GSR 4 $ 450.00 $ 0.00 $ 1,800.00 $ 0.00 $ 0.00 $ 0.00
Hand Held Scanner Stand 4 $ 30.00 $ 0.00 $ 120.00 $ 0.00 $ 0.00 $ 0.00
Pattern Stream Automated Document System -
Implementation 88 $ 185.00 $ 0.00 $ 16,280.00 $ 0.00 $ 0.00 $ 0.00
Pattern Stream Automated Document System -
SaaS 1 $ 0.00 $ 0.00 $ 0.00 $ 18,810.00 $ 0.00 $ 18,810.00
Printer (TM-S9000II)4 $ 1,623.00 $ 0.00 $ 6,492.00 $ 0.00 $ 0.00 $ 0.00
TOTAL $ 25,732.00 $ 18,810.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 100,551.00 $ 0.00
Total SaaS $ 0.00 $ 271,214.00
Total Tyler Services $ 508,270.00 $ 0.00
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Total Third-Party Hardware, Software, Services $ 25,732.00 $ 18,810.00
Summary Total $ 634,553.00 $ 290,024.00
Contract Total $ 924,577.00
Estimated Travel Expenses excl in Contract
Total $ 23,290.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held
For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval:Date:
Print Name:P.O.#:
All Primary values quoted in US Dollars
Detailed Breakdown of Conversions (Included in Summary Total)
Description Qty Unit Price Unit Discount Extended Price
Accounting
AC - Actuals up to 3 years 1 $ 1,500.00 $ 750.00 $ 750.00
AC - Budgets up to 3 years 1 $ 1,500.00 $ 750.00 $ 750.00
AC Standard COA 1 $ 2,000.00 $ 1,000.00 $ 1,000.00
Accounts Payable
AP - Checks up to 5 years 1 $ 3,500.00 $ 1,750.00 $ 1,750.00
AP - Invoice up to 5 years 1 $ 5,000.00 $ 2,500.00 $ 2,500.00
AP Standard Master 1 $ 1,800.00 $ 900.00 $ 900.00
Contract Management
Contracts 1 $ 5,000.00 $ 2,500.00 $ 2,500.00
Payroll
HR Human Resources - Certifications 1 $ 1,400.00 $ 700.00 $ 700.00
HR Human Resources - Education 1 $ 1,400.00 $ 700.00 $ 700.00
HR Human Resources - PM Action History up to 5 years 1 $ 1,400.00 $ 700.00 $ 700.00
HR Human Resources - Position Control 1 $ 1,400.00 $ 700.00 $ 700.00
HR Human Resources - Recruiting 1 $ 1,400.00 $ 700.00 $ 700.00
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PR Payroll - Accrual Balances 1 $ 1,500.00 $ 750.00 $ 750.00
PR Payroll - Accumulators up to 5 years 1 $ 1,400.00 $ 700.00 $ 700.00
PR Payroll - Check History up to 5 years 1 $ 1,200.00 $ 600.00 $ 600.00
PR Payroll - Deductions 1 $ 1,800.00 $ 900.00 $ 900.00
PR Payroll - Earning/Deduction Hist up to 5 years 1 $ 2,500.00 $ 1,250.00 $ 1,250.00
PR Payroll - Standard 1 $ 2,000.00 $ 1,000.00 $ 1,000.00
PR Payroll - State Retirement Tables 1 $ 1,400.00 $ 700.00 $ 700.00
Project & Grant Accounting
PG - Actuals up to 3 years 1 $ 1,500.00 $ 750.00 $ 750.00
PG - Budgets up to 3 years 1 $ 1,500.00 $ 750.00 $ 750.00
PGA Standard 1 $ 2,000.00 $ 1,000.00 $ 1,000.00
Purchasing
Purchasing - Standard 1 $ 3,000.00 $ 1,500.00 $ 1,500.00
TOTAL $ 23,550.00
Optional Tyler License Fees and Related Services
Description Qty License Hours Module Total
Year One
Maintenance
Financial Management
BMI Asset Track Interface 1 $ 4,245.00 24 $ 4,245.00 $ 0.00
BMI CollectIT Interface 1 $ 4,245.00 24 $ 4,245.00 $ 0.00
TOTAL $ 8,490.00 48 $ 8,490.00 $ 0.00
Optional Professional Services
Description Quantity Unit Price Ext. Discount Extended Price Maintenance
Onsite Implementation 16 $ 225.00 $ 0.00 $ 3,600.00 $ 0.00
Remote Implementation 32 $ 200.00 $ 0.00 $ 6,400.00 $ 0.00
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TOTAL $ 10,000.00 $ 0.00
Tyler License Fee Discount Detail (Excludes Optional Products)
Description License
License
Discount License Net
Maintenance
Basis
Year One Maint
Discount
Year One
Maint Net
Financial Management
Accounting $ 75,065.00 $ 75,065.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Accounts Payable $ 20,821.00 $ 20,821.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Budgeting $ 20,821.00 $ 20,821.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Capital Assets $ 18,060.00 $ 0.00 $ 18,060.00 $ 0.00 $ 0.00 $ 0.00
Cash Management $ 14,301.00 $ 0.00 $ 14,301.00 $ 0.00 $ 0.00 $ 0.00
Contract Management $ 8,612.00 $ 8,612.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
eProcurement $ 13,860.00 $ 0.00 $ 13,860.00 $ 0.00 $ 0.00 $ 0.00
Inventory $ 17,053.00 $ 0.00 $ 17,053.00 $ 0.00 $ 0.00 $ 0.00
Project & Grant Accounting $ 14,536.00 $ 14,536.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Purchasing $ 32,338.00 $ 32,338.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Human Resources Management
Human Resources & Talent
Management $ 10,904.00 $ 10,904.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Payroll w/ESS $ 13,380.00 $ 13,380.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Time & Attendance - Up to 250
Employees $ 18,363.00 $ 0.00 $ 18,363.00 $ 0.00 $ 0.00 $ 0.00
Time & Attendance Mobile Access $ 5,075.00 $ 0.00 $ 5,075.00 $ 0.00 $ 0.00 $ 0.00
Revenue Management
Accounts Receivable $ 15,991.00 $ 15,991.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Cashiering $ 28,483.00 $ 28,483.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
General Billing $ 9,798.00 $ 9,798.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Content Management
Content Manager Core $ 27,048.00 $ 27,048.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Additional
Enterprise Forms Processing
(including Common Form Set)$ 13,839.00 $ 0.00 $ 13,839.00 $ 0.00 $ 0.00 $ 0.00
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
2022-305820-S1Y7Z6 CONFIDENTIAL Page 8
TOTAL $ 378,348.00 $ 277,797.00 $ 100,551.00 $ 0.00 $ 0.00 $ 0.00
Comments
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement,
and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these
factors.
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or
services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business
Travel Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are
responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by
Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler.
Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or
more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a
Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
As a new Tyler client, you are entitled to a 14-day or a 30-day trial of the Managed Detection and Response cybersecurity service. Please
reference https://www.tylertech.com/services/tyler-detect for more information on the service and contact CybersecuritySales@tylertech.com
to initiate the trial.
Tyler currently supports the following identity providers (IdP's) for use with Tyler back-office solutions: Microsoft Active Directory through Azure
AD, ADFS or Okta AD agent, Google Cloud Identity, Okta, and Identity Automation Rapid Identity. Any requirement by you to use an IdP not
supported by Tyler will require additional costs, available upon request.
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
2022-305820-S1Y7Z6 CONFIDENTIAL Page 9
Tyler Content Manager SE includes up to 1TB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of
$5,000 per TB.
The SaaS fees for product that are not named users are based on 100 concurrent users. Should the number of concurrent users be exceeded,
Tyler reserves the right to re-negotiate the SaaS fees based upon any resulting changes in the pricing categories.
Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights SaaS Services, or certain Tyler solutions which include Tyler’s
Data & Insights data platform, are subject to the Terms of Services, available at https://www.tylertech.com/terms/data-insights-saas-services-
terms-of-service. By signing this sales quotation, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify
that you have reviewed, understand, and agree to said terms.
General Billing library includes: standard invoice, standard statement, standard general billing receipt and standard miscellaneous receipt.
Each API Toolkit or Connector comes with 8 free hours of API Development Consulting hours. Each API Bundle comes with 16 free API
Development Consulting hours. Additional hours can be purchased beyond this standard offering.
In the event Client acquires from Tyler any edition of Content Manager software other than Enterprise Edition, the license for Content Manager
is restricted to use with Tyler applications only. If Client wishes to use Content Manager software with non-Tyler applications, Client must
purchase or upgrade to Content Manager Enterprise Edition.
Financial library includes: standard A/P check, standard EFT/ACH, standard Purchase order, standard Contract, 1099M, 1099INT, 1099S, 1099NEC
and 1099G.
Personnel Actions Forms Library includes: standard Personnel Action form - New and standard Personnel Action Form - Change.
Payroll library includes: standard PR check, standard direct deposit, standard vendor from payroll check, standard vendor from payroll direct
deposit, W2, W2c, ACA 1095B, ACA 1095C and 1099 R.
Standard Project Management responsibilities include project plan creation, initial stakeholder presentation, bi-weekly status calls, updating of
project plan task statuses, and go-live planning activities.
Tyler's form library prices are based on the actual form quantities listed, and assume the forms will be provided according to the standard
Enterprise ERP form template. Any forms in addition to the quoted amounts and types, including custom forms or forms that otherwise require
custom programming, are subject to an additional fee. Please also note that use of the Tyler Forms functionality requires the use of approved
printers as well. You may contact Tyler's support team for the most current list of approved printers. Any forms included in this quote are based
on the standard form templates provided. Custom forms, additional forms and any custom programming are subject to additional fees not
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2022-305820-S1Y7Z6 CONFIDENTIAL Page 10
included in this quote. The additional fees would be quoted at the time of request, generally during the implementation of the forms. Please
note that the form solution provided requires the use of approved printers. You may contact Tyler's support team for the most current list of
approved printers.
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Exhibit A
Schedule 1
1
Exhibit A
Schedule 1
Migration Modules
Budget Preparation
Forms
GL/AP/PG
Contract Management
Project Accounting
Accounts Receivable
Contract Management Web
Tyler Output Processing
Human Resources Web
Tyler Cashiering
Agency License
Requisitions
Human Resources
Payroll
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Exhibit B
1
Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the
Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the
Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set
forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning at constructive operational use
of the system, generally considered to be the “Go-Live”. Your annual SaaS fees for the initial term
are set forth in the Investment Summary. Upon expiration of the initial term, any renewal term
shall not exceed 5% price increases annually for years four (4) through ten (10). Any Renewal
Terms thereafter, shall be at our then-current Saas Fees term. Beginning on the commencement
of the initial term, Client shall no longer be required to pay annual support fees for the Migration
Modules.
2. License Fees: License fees are invoiced 100% on the date when we provide you with access to
the applicable Tyler Software (the “Software Access Date”).
3. Other Tyler Software and Services.
3.1 Implementation and Other Professional Services (including training): Implementation and
other professional services (including training) are billed and invoiced as delivered, at the
rates set forth in the Investment Summary.
3.2 Consulting Services: If you have purchased any Business Process Consulting services, if they
have been quoted as fixed-fee services, they will be invoiced 50% upon your acceptance of
the “Best Practice Recommendations,” if any, defined in the applicable Statement of Work or
Tyler’s proposal response, by module, and 50% upon your acceptance of custom desktop
procedures, by module. If you have purchased any Business Process Consulting services and
they are quoted as an estimate, then we will bill you the actual services delivered on a time
and materials basis.
3.3 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted
Data, by conversion option, and 50% upon Client acceptance to load the converted Data into
Live/Production environment, by conversion option. Where conversions are quoted as
estimated, we will bill you the actual services delivered on a time and materials basis.
3.4 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software
are invoiced 50% upon delivery of specifications and 50% upon client acceptance of the
applicable modification. You must report any failure of the modification to conform to the
specifications within ninety (90) days of delivery; otherwise, the modification will be deemed
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Exhibit B
2
to be in compliance with the specifications after the 90-day window has passed. You may still
report Defects to us as set forth in this Agreement.
3.5 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates set
forth in the Investment Summary. For the avoidance of doubt, where “Project Planning
Services” are provided, payment will be due upon client acceptance of the Implementation
Planning document.
3.6 Annual Services: Unless otherwise indicated in this Exhibit B, fees for annual services are due
annually, in advance, commencing on the availability of the service. Your annual fees for the
initial term are set forth in the Investment Summary. Upon expiration of the initial term, your
annual fees will not increase by more than 5% for years 4-10. Thereafter, your annual fees
will be at our then-current .
3. Third Party Products.
3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced
when we make it available to you.
3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is
invoiced when we make it available to you for downloading.
3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
3.4 [Removed].
3.5 [Removed].
4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction
(call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in Exhibit A and may
be increased by Tyler upon notice of no less than thirty (30) days.
5. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses
for Tyler delivered services will be billed as incurred and only in accordance with our then-current
Business Travel Policy,. Our current Business Travel Policy is attached to this Exhibit B as Schedule
1. Copies of receipts will be provided upon request; we reserve the right to charge you an
administrative fee depending on the extent of your requests. Receipts for miscellaneous items
less than twenty-five dollars and mileage logs are not available.
6. Credit for Prepaid Maintenance and Support Fees for Migration Modules. Client will receive a
credit for the maintenance and support fees 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.
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Exhibit B
Schedule 1
1
Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations & Tickets
The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight
within two hours before or after the requested departure time, assuming that flight does not add
more than three hours to the employee’s total trip duration and the fare is within $100 (each way) of
the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting
flight that is within two hours before or after the requested departure time and that does not add
more than three hours to the employee’s total trip duration, the connecting flight should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount
opportunities. Employees should use all reasonable efforts to make travel arrangements at least two
(2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory.
When booking less than seven (7) days in advance, management approval will be required.
Except in the case of international travel where a segment of continuous air travel is six (6) or more
consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not
be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have many
restrictions that outweigh the cost-savings.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags
Baggage fees for sports equipment are not reimbursable.
2. Ground Transportation
A. Private Automobile
Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Exhibit B
Schedule 1
2
current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated
by using the employee's office as the starting and 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.
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.
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Exhibit B
Schedule 1
3
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S. are in
accordance with the federal per diem rates published by the General Services Administration.
Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel
expenses. Per diem rates are available at www.gsa.gov/perdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately
by the Department of State and will be determined as required.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a
trip are governed as set forth below.
Departure Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon
Return Day
Dinner
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch
Return after 7:00 p.m.* Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem
as follows:
Breakfast 15%
Lunch 25%
Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim
lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the
event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
5. Internet Access – Hotels and Airports
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Exhibit B
Schedule 1
4
Employees who travel may need to access their e-mail at night. Many hotels provide free high speed
internet access and Tyler employees are encouraged to use such hotels whenever possible. If an
employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for
internet access at airports are not reimbursable.
6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be reserved
through TMC using the “lowest practical coach fare” with the exception of flights that are six (6) or
more consecutive hours in length. In such event, the next available seating class above coach shall be
reimbursed.
When required to travel internationally for business, employees shall be reimbursed for photo fees,
application fees, and execution fees when obtaining a new passport book, but fees related to passport
renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are
reimbursable.
The cost of vaccinations that are either required for travel to specific countries or suggested by the
U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.
Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Exhibit C
1
Exhibit C
Service Level Agreement
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It
outlines the information technology service levels that we will provide to you to ensure the availability of
the application services that you have requested us to provide. This SLA does not apply to any Third Party
SaaS Services. All other support services are documented in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the
Agreement.
Actual Attainment: The percentage of time the Tyler Software is available during a calendar quarter,
calculated as follows: (Service Availability – Downtime) ÷ Service Availability.
Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or
the acts or omissions of any of your service users or third-party providers over whom we exercise no
control.
Downtime: Those minutes during Service 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: (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 quarter that the Tyler Software is capable
of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents,
denial of service attacks and Force Majeure.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard
Maintenance is limited to five (5) hours per week.
III. Service Availability
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined
in the Support Call Process. You will receive a support case number.
b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will work
with you to identify the cause of the Downtime (including whether it may be the result of Planned
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Exhibit C
2
Downtime, a Client Error Incident, Denial of Service attack or Force Majeure). We will also work with you
to resume normal operations.
b.1 Tyler shall notify client at least 48 hours in advance of any Planned Downtime, and as soon as
known in the event of Emergency Downtime.
c. Client Relief
Our targeted Attainment Goal is 100%. You may be 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 quarter.
In order to receive relief credits, you must submit a request through one of the channels listed in our
Support Call Process within fifteen days (15) of the end of the applicable quarter. We will respond to your
relief request within thirty (30) day(s) of receipt.
The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such
credit does not relieve us of our obligations under the Agreement to correct the problem which created
the service interruption.
Client Relief Schedule
Actual Attainment Client Relief
99.99% - 99.50% Remedial action will be taken
99.49% - 98.50% 2%
98.49% - 97.50% 4%
97.49% - 96.50% 6%
96.49% - 95.50% 8%
Below 95.50% 10%
* Notwithstanding language in the Agreement to the contrary, Recovery Point Objective is one (1) hour.
IV. Maintenance Notifications
We perform Standard Maintenance during limited windows that are historically known to be reliably
low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will
provide advance notice of those windows and will coordinate to the greatest extent possible with you.
Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that
activities during a Standard or Emergency Maintenance window may make the Tyler Software
unavailable, we will provide advance notice, as reasonably practicable that the Tyler Software will be
unavailable during the maintenance window.
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Exhibit C
Schedule 1
1
Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal) – for less urgent and functionality-based questions, users may create
support incidents through the Tyler Customer Portal available at the Tyler Technologies website.
A built-in Answer Panel provides users with resolutions to most “how-to” and configuration-based
questions through a simplified search interface with machine learning, potentially eliminating the
need to submit the support case.
(2) Email – for less urgent situations, users may submit emails directly to the software support group.
(3) Telephone – for urgent or complex questions, users receive toll-free, telephone software support.
* Channel availability may be limited for certain applications.
Support Resources
A number of additional 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 such
a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth
below.
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Exhibit C
Schedule 1
2
We will also make commercially reasonable efforts to be available for one mutually agreeable day of each
month to assist your IT staff with applying patches and release upgrades, as well as consulting with them
on server maintenance and configuration of the Tyler Software environment.
Incident Handling
Incident Tracking
Every support incident is logged into Tyler’s Customer Relationship Management System and given a
unique case number. This system tracks the history of each incident. The case number is used to track and
reference open issues when clients contact support. Clients may track incidents, using the case number,
through Tyler’s Customer Portal or by calling software support directly.
Incident Priority
Each incident is assigned a priority level, which corresponds to the Client’s needs. Tyler and the Client will
reasonably set the priority of the incident per the chart below. This chart is not intended to address every
type of support incident, and certain “characteristics” may or may not apply depending on whether the
Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide
the Client towards clearly understanding and communicating the importance of the issue and to describe
generally expected response and resolution targets in the production environment only.
References to a “confirmed support incident” mean that Tyler and the Client have successfully validated
the reported Defect/support incident.
Priority
Level Characteristics of Support Incident Resolution Targets*
1
Critical
Support incident that causes (a)
complete application failure or
application unavailability; (b)
application failure or unavailability in
one or more of the client’s remote
location; or (c) systemic loss of
multiple essential system functions.
Tyler shall provide an initial response to Priority Level
1 incidents within one (1) business hour of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within one (1) business
day. For non-hosted customers, Tyler’s responsibility
for lost or corrupted data is limited to assisting the
Client in restoring its last available database.
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Exhibit C
Schedule 1
3
Priority
Level Characteristics of Support Incident Resolution Targets*
2
High
Support incident that causes (a)
repeated, consistent failure of
essential functionality affecting more
than one user or (b) loss or corruption
of data.
Tyler shall provide an initial response to Priority Level
2 incidents within four (4) business hours of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within ten (10) business
days. For non-hosted customers, Tyler’s responsibility
for loss or corrupted data is limited to assisting the
Client in restoring its last available database.
3
Medium
Priority Level 1 incident with an
existing circumvention procedure, or a
Priority Level 2 incident that affects
only one user or for which there is an
existing circumvention procedure.
Tyler shall provide an initial response to Priority Level
3 incidents within one (1) business day of receipt of the
incident. Once the incident has been confirmed, Tyler
shall use commercially reasonable efforts to resolve
such support incidents without the need for a
circumvention procedure with the next published
maintenance update or service pack, which shall occur
at least quarterly. For non-hosted customers, Tyler’s
responsibility for lost or corrupted data is limited to
assisting the Client in restoring its last available
database.
4
Non-
critical
Support incident that causes failure of
non-essential functionality or a
cosmetic or other issue that does not
qualify as any other Priority Level.
Tyler shall provide an initial response to Priority Level
4 incidents within two (2) business days of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents, as well as cosmetic
issues, with a future version release.
*Response and Resolution Targets may differ by product or business need
Incident Escalation
If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has
elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each
product support team. The corresponding resource will meet with you and any Tyler staff to establish a
mutually agreeable plan for addressing the defect.
Remote Support Tool
Some support calls may require further analysis of 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. You will provide the local login and administrative privileges that are reasonably necessary to access
your system and view the site’s setup, diagnose problems, or assist with screen navigation to the extent
required to provide the requested support. More information about the remote support tool Tyler uses
is available upon request.
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Exhibit D
1
Exhibit D
Third Party Terms
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ThinPrint Terms
ThinPrint Terms. Your use of Tyler Forms software and forms is subject to the End User License Agreement
terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway attached hereto attached
hereto. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Tyler Forms software
or forms, you agree that you have read, understood, and agree to such terms.
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DocOrigin Terms
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Statement of Work
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Menifee, CA
SOW from Tyler Technologies, Inc.
12/21/2022
Presented to:
29714 Haun Rd
Menifee, CA 92586-6540
Contact:
Rich Boven
Email: richard.boven@tylertech.com
One Tyler Drive, Yarmouth, ME 04096
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Table of Contents
PART 1: EXECUTIVE SUMMARY ................................................................................................................ 1
Project Overview ..............................................................................................................................1
Introduction ......................................................................................................................................... 1
Project Goals ........................................................................................................................................ 1
Methodology ....................................................................................................................................... 1
PART 2: PROJECT FOUNDATION .............................................................................................................. 3
Project Governance ..........................................................................................................................3
Project Scope Control .......................................................................................................................4
Managing Scope and Project Change .................................................................................................. 4
Change Control .................................................................................................................................... 4
Change Request Management ............................................................................................................ 4
Acceptance Process ..........................................................................................................................6
Roles and Responsibilities .................................................................................................................6
Tyler Roles & Responsibilities .............................................................................................................. 6
Tyler Executive Manager ............................................................................................................. 7
Tyler Implementation Manager ................................................................................................... 7
Tyler Project Manager ................................................................................................................. 7
Tyler Implementation Consultant ................................................................................................ 8
Tyler Sales .................................................................................................................................... 8
Tyler Technical Services ............................................................................................................... 8
Tyler API Services ......................................................................................................................... 9
City Roles & Responsibilities ................................................................................................................ 9
City Executive Sponsor ................................................................................................................. 9
City Steering Committee .............................................................................................................. 9
City Project Manager ................................................................................................................. 10
City Functional Leads ................................................................................................................. 11
City Power Users ........................................................................................................................ 11
City End Users ............................................................................................................................ 12
City Technical Lead .................................................................................................................... 12
City Change Management Lead ................................................................................................. 12
PART 3: PROJECT PLAN ............................................................................................................................ 14
Project Stages ................................................................................................................................. 14
Initiate and Plan ................................................................................................................................. 15
Initial Coordination .................................................................................................................... 15
Project/Phase Planning .............................................................................................................. 16
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Infrastructure Planning .............................................................................................................. 17
Stakeholder Meeting ................................................................................................................. 18
Intentionally left blank. .............................................................................................................. 19
Control Point 1: Initiate & Plan Stage Acceptance .................................................................... 19
Assess & Define.................................................................................................................................. 19
Solution Orientation .................................................................................................................. 19
Current & Future State Analysis ................................................................................................ 20
Conversion Assessment ............................................................................................................. 21
Intentionally left blank. .............................................................................................................. 22
Intentionally left blank. .............................................................................................................. 22
Control Point 2: Assess & Define Stage Acceptance.................................................................. 22
Prepare Solution ................................................................................................................................ 23
Initial System Deployment ......................................................................................................... 23
Configuration ............................................................................................................................. 25
Process Refinement ................................................................................................................... 26
Conversion Delivery ................................................................................................................... 28
Intentionally left blank. .............................................................................................................. 29
Intentionally left blank. .............................................................................................................. 29
Control Point 3: Prepare Solution Stage Acceptance ................................................................ 29
Production Readiness ........................................................................................................................ 30
Solution Validation..................................................................................................................... 30
Go-Live Readiness ...................................................................................................................... 31
End User Training ....................................................................................................................... 32
Control Point 4: Production Readiness Stage Acceptance ........................................................ 33
Production ......................................................................................................................................... 33
Go-Live ....................................................................................................................................... 33
Transition to Client Services ...................................................................................................... 35
Post Go-Live Activities ............................................................................................................... 36
Control Point 5: Production Stage Acceptance ......................................................................... 37
Close ................................................................................................................................................... 37
Phase Closeout........................................................................................................................... 37
Project Closeout ......................................................................................................................... 38
Control Point 6: Close Stage Acceptance ................................................................................... 39
General Assumptions ...................................................................................................................... 39
Project ................................................................................................................................................ 40
Organizational Change Management ................................................................................................ 40
Resources and Scheduling ................................................................................................................. 40
Data .................................................................................................................................................... 41
Facilities ............................................................................................................................................. 41
Glossary ......................................................................................................................................... 42
PART 4: APPENDICES ................................................................................................................................ 45
Conversion ..................................................................................................................................... 45
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Enterprise ERP Conversion Summary ................................................................................................ 45
Accounting COA ......................................................................................................................... 45
Accounting - Actuals .................................................................................................................. 45
Accounting - Budgets ................................................................................................................. 45
Accounts Payable Master .......................................................................................................... 45
Accounts Payable - Checks ........................................................................................................ 45
Accounts Payable - Invoices ....................................................................................................... 45
Contracts .................................................................................................................................... 45
Purchase Orders......................................................................................................................... 46
Project Grant Accounting .......................................................................................................... 46
Project Grant Accounting - Actuals ............................................................................................ 46
Project Grant Accounting – Budget ........................................................................................... 46
Payroll ........................................................................................................................................ 46
Payroll – Certifications ............................................................................................................... 46
Payroll – Education .................................................................................................................... 46
Payroll – PM Action History ....................................................................................................... 46
Payroll – Position Control .......................................................................................................... 46
Payroll – Recruiting .................................................................................................................... 47
Payroll – Accrual Balances ......................................................................................................... 47
Payroll – Accumulators .............................................................................................................. 47
Payroll – Check History .............................................................................................................. 47
Payroll – Earning/Deduction Hist............................................................................................... 47
Payroll - Deductions ................................................................................................................... 47
Payroll – State Retirement Tables ............................................................................................. 47
Additional Appendices .................................................................................................................... 48
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Project Timeline ............................................................................................................................. 49
ERP Project Timeline .......................................................................................................................... 49
Intentionally left blank. ...................................................................................................................... 49
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Part 1: Executive Summary
Project Overview
Introduction
Tyler Technologies (“Tyler”) is the largest and most established provider of integrated software and
technology services focused solely on the public sector. Tyler’s end-to-end solutions empower public sector
entities including local, state, provincial and federal government, to operate more efficiently and connect
more transparently with their constituents and with each other. By connecting data and processes across
disparate systems, Tyler’s solutions transform how clients gain actionable insights that solve problems in their
communities.
Project Goals
This Statement of Work (“SOW”) documents the methodology, implementation stages, activities, and roles
and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler
and the City (collectively the “Project”).
The overall goals of the project are to:
▪ Implement a full ERP system covering the Human Resources and Financial Management functions as
outlined in the RFP document and Tyler’s signed response to the RFP
▪ To the maximum extent practicable, eliminate manual and/or paper-based processes from the
employee experience
▪ To the maximum extent practicable, document and reimagine the City’s business processes to take
full advantage of the Munis ERP system’s best practices and innovations
▪ Provide trust-worthy financial and human resource information to City management that is relevant
to their role and delivered timely where needed (mobile/desktop/laptop/etc.)
▪ Train Finance, Human Resource and designated key “power users” in the full use of the system as
implemented ensuring City staff are able to fully utilized the system as implemented
▪ Successfully implement the contracted scope on time and on budget
▪ Increase operational efficiencies and empower users to be more productive
▪ Improve accessibility and responsiveness to external and internal customer needs
▪ Overcome current challenges and meet future goals
Methodology
This is accomplished by the City and Tyler working as a partnership and Tyler utilizing its depth of
implementation experience. While each Project is unique, all will follow Tyler’s six-stage methodology. Each
of the six stages is comprised of multiple work packages, and each work package includes a narrative
description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix.
Tailored specifically for Tyler’s public sector clients, the project methodology contains Stage Acceptance
Control Points throughout each Phase to ensure adherence to scope, budget, timeline controls, effective
communications, and quality standards. Clearly defined, the project methodology repeats consistently across
Phases, and is scaled to meet the City’s complexity and organizational needs.
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The methodology adapts to both single-phase and multiple-phase projects.
To achieve Project success, it is imperative that both the City and Tyler commit to including the necessary
leadership and governance. During each stage of the Project, it is expected that the City and Tyler Project
teams work collaboratively to complete tasks. An underlying principle of Tyler’s Implementation process is to
employ an iterative model where the City’s business processes are assessed, configured, validated, and
refined cyclically in line with the project budget. This approach is used in multiple stages and work packages
as illustrated in the graphic below.
The delivery approach is systematic, which reduces variability and mitigates risks to ensure Project success. As
illustrated, some stages, along with work packages and tasks, are intended to be overlapping by nature to
complete the Project efficiently and effectively.
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Part 2: Project Foundation
Project Governance
Project governance is the management framework within which Project decisions are made. The role of
Project governance is to provide a decision-making approach that is logical, robust, and repeatable. This
allows organizations to have a structured approach for conducting its daily business in addition to project
related activities.
This section outlines the resources required to meet the business needs, objectives, and priorities for the
Project, communicate the goals to other Project participants, and provide support and guidance to
accomplish these goals. Project governance defines the structure for escalation of issues and risks, Change
Control review and authority, and Organizational Change Management activities. Throughout the Statement
of Work Tyler has provided RACI Matrices for activities to be completed throughout the implementation
which will further outline responsibilities of different roles in each stage. Further refinement of the
governance structure, related processes, and specific roles and responsibilities occurs during the Initiate &
Plan Stage.
The chart below illustrates an overall team perspective where Tyler and the City collaborate to resolve Project
challenges according to defined escalation paths. If project managers do not possess authority to determine a
solution, resolve an issue, or mitigate a risk, Tyler implementation management and the City Steering
Committee become the escalation points to triage responses prior to escalation to the City and Tyler
executive sponsors. As part of the escalation process, each Project governance tier presents
recommendations and supporting information to facilitate knowledge transfer and issue resolution. The City
and Tyler executive sponsors serve as the final escalation point.
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Project Scope Control
Managing Scope and Project Change
Project Management governance principles contend that there are three connected constraints on a Project:
budget, timeline, and scope. These constraints, known as the “triple constraints” or project management
triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the
work performed to deliver a product, service or result with the specified features and functions, while time is
simply defined as the schedule. The Triple Constraint theory states that if you change one side of the triangle,
the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased,
cost and time to complete will also need to increase. The Project and executive teams will need to remain
cognizant of these constraints when making impactful decisions to the Project. A simple illustration of this
triangle is included here, showing the connection of each item and their relational impact to the overall
Scope.
A pillar of any successful project is the ability to properly manage scope while allowing the appropriate level
of flexibility to incorporate approved changes. Scope and changes within the project will be managed using
the change control process outlined in the following section.
Change Control
It may become necessary to change the scope of this Project due to unforeseeable circumstances (e.g., new
constraints or opportunities are discovered). This Project is being undertaken with the understanding that
Project scope, schedule, and/or cost may need to change to produce optimal results for stakeholders.
Changes to contractual requirements will follow the change control process specified in the final contract,
and as described below.
Change Request Management
Should the need for a change to Project scope, schedule, and/or cost be identified during the Project, the
change will be brought to the attention of the Steering Committee and an assessment of the change will
occur. While such changes may result in additional costs and delays relative to the schedule, some changes
may result in less cost to the City; for example, the City may decide it no longer needs a deliverable originally
defined in the Project. The Change Request will include the following information:
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▪ The nature of the change.
▪ The additional cost or associated savings to the City will be included to help make the decision.
▪ The timetable for implementing the change.
▪ The effect on and/or risk to the schedule, resource needs or resource responsibilities.
▪ Tyler will work with the City to define what is and is not within scope before writing up the change
request form.
The City will use its good faith efforts to either approve or disapprove any Change Request within ten (10)
Business Days (or other period as mutually agreeable between Tyler and the City). Any changes to the Project
scope, budget, or timeline must be documented and approved in writing using a Change Request form. These
changes constitute a formal amendment to the Statement of Work and will supersede any conflicting term in
the Statement of Work.
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Acceptance Process
The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will
vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success
of the Project that each City office or department designates specific individuals for making decisions on
behalf of their offices or departments.
Both Tyler and the City will identify representative project managers. These individuals will represent the
interests of all stakeholders and serve as the primary contacts between the two organizations.
The coordination of gaining City feedback and approval on Project deliverables will be critical to the success of
the Project. The City project manager will strive to gain deliverable and decision approvals from all authorized
City representatives. Given that the designated decision-maker for each department may not always be
available, there must be a designated proxy for each decision point in the Project. Assignment of each proxy
will be the responsibility of the leadership from each City department. The proxies will be named individuals
that have the authorization to make decisions on behalf of their department.
The following process will be used for accepting Deliverables and Control Points:
▪ The City shall have five (10) business days from the date of delivery, or as otherwise mutually agreed
upon by the parties in writing, to accept each Deliverable or Control Point. If the City does not
provide acceptance or acknowledgement within five (10) business days, or the otherwise agreed
upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as
accepted.
▪ If the City does not agree the Deliverable or Control Point meets requirements, the City shall notify
Tyler project manager(s), in writing, with reasoning within five (5) business days, or the otherwise
agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable.
▪ Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City shall then
have two (2) business days from receipt of the redelivered Deliverable or Control Point to accept or
again submit written notification of reasons for rejecting the milestone. If the City does not provide
acceptance within two (2) business days, or the otherwise agreed upon timeframe, not to be
unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.
Roles and Responsibilities
The following defines the roles and responsibilities of each Project resource for the City and Tyler. Roles and
responsibilities may not follow the organizational chart or position descriptions at the City, but are roles
defined within the Project. It is common for individual resources on both the Tyler and City project teams to
fill multiple roles. Similarly, it is common for some roles to be filled by multiple people.
Tyler Roles & Responsibilities
Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one
Phase in duration). Additional Tyler resources are assigned as the schedule develops and as needs arise.
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Tyler Executive Manager
Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation
process. This team member offers additional support to the Project team and collaborates with other Tyler
department managers as needed to escalate and facilitate implementation Project tasks and decisions.
▪ Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying
the City’s overall organizational strategy.
▪ Authorizes required Project resources.
▪ Resolves all decisions and/or issues not resolved at the implementation management level as part of
the escalation process.
▪ Acts as the counterpart to the City’s executive sponsor.
Tyler Implementation Manager
▪ Tyler implementation management has indirect involvement with the Project and is part of the Tyler
escalation process. The Tyler project managers consult implementation management on issues and
outstanding decisions critical to the Project. Implementation management works toward a solution
with the Tyler Project Manager or with City management as appropriate. Tyler executive
management is the escalation point for any issues not resolved at this level.
▪ Assigns Tyler Project personnel.
▪ Provides support for the Project team.
▪ Provides management support for the Project to ensure it is staffed appropriately and staff have
necessary resources.
▪ Monitors Project progress including progress towards agreed upon goals and objectives.
Tyler Project Manager
▪ The Tyler project manager(s) provides oversight of the Project, coordination of Tyler resources
between departments, management of the Project budget and schedule, effective risk, and issue
management, and is the primary point of contact for all Project related items. As requested by the
City, the Tyler Project Manager provides regular updates to the City Steering Committee and other
Tyler governance members. Tyler Project Manager’s role includes responsibilities in the following
areas:
Contract Management
▪ Validates contract compliance throughout the Project.
▪ Ensures Deliverables meet contract requirements.
▪ Acts as primary point of contact for all contract and invoicing questions.
▪ Prepares and presents contract milestone sign-offs for acceptance by the City project manager(s).
▪ Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.
Planning
▪ Delivers project planning documents.
▪ Defines Project tasks and resource requirements.
▪ Develops initial Project schedule and Project Management Plan.
▪ Collaborates with the City project manager(s) to plan and schedule Project timelines to achieve on-
time implementation.
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Implementation Management
▪ Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus
actual are transparent and handled effectively and efficiently.
▪ Establishes and manages a schedule and Tyler resources that properly support the Project Schedule
and are also in balance with Scope/budget.
▪ Establishes risk/issue tracking/reporting process between the City and Tyler and takes all necessary
steps to proactively mitigate these items or communicate with transparency to the City any items
that may impact the outcomes of the Project.
▪ Collaborates with the City ’s project manager(s) to establish key business drivers and success
indicators that will help to govern Project activities and key decisions to ensure a quality outcome of
the project.
▪ Collaborates with the City ’s project manager(s) to set a routine communication plan that will aide all
Project team members, of both the City and Tyler, in understanding the goals, objectives, status, and
health of the Project.
Resource Management
▪ Acts as liaison between Project team and Tyler manager(s).
▪ Identifies and coordinates all Tyler resources across all applications, Phases, and activities including
development, forms, installation, reports, implementation, and billing.
▪ Provides direction and support to Project team.
▪ Manages the appropriate assignment and timely completion of tasks as defined in the Project
Schedule, task list, and Go-Live Checklist.
▪ Assesses team performance and adjusts as necessary.
▪ Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks.
Tyler Implementation Consultant
▪ Completes tasks as assigned by the Tyler project manager(s).
▪ Documents activities for services performed by Tyler.
▪ Guides the City through software validation process following configuration.
▪ Assists during Go-Live process and provides support until the City transitions to Client Services.
▪ Facilitates training sessions and discussions with the City and Tyler staff to ensure adequate
discussion of the appropriate agenda topics during the allotted time.
▪ May provide conversion review and error resolution assistance.
Tyler Sales
▪ Supports Sales to Implementation knowledge transfer during Initiate & Plan.
▪ Provides historical information, as needed, throughout implementation.
▪ Participates in pricing activities if additional licensing and/or services are needed.
Tyler Technical Services
▪ Maintains Tyler infrastructure requirements and design document(s).
▪ Involved in system infrastructure planning/review(s).
▪ Provides first installation of licensed software with initial database on servers.
▪ Supports and assists the project team with technical/environmental issues/needs.
▪ Deploys Tyler products.
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Tyler API Services
▪ Provides training in the use of the API Toolkit.
▪ Provides consulting services in the use of the API Toolkit to the City, as the City builds interfaces.
City Roles & Responsibilities
City resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to
multiple Project roles.
City Executive Sponsor
The City executive sponsor provides support to the Project by providing strategic direction and
communicating key issues about the Project and its overall importance to the organization. When called
upon, the executive sponsor also acts as the final authority on all escalated Project issues. The executive
sponsor engages in the Project, as needed, to provide necessary support, oversight, guidance, and escalation,
but does not participate in day-to-day Project activities. The executive sponsor empowers the City steering
committee, project manager(s), and functional leads to make critical business decisions for the City.
▪ Champions the project at the executive level to secure buy-in.
▪ Authorizes required project resources.
▪ Actively participates in organizational change communications.
City Steering Committee
The City steering committee understands and supports the cultural change necessary for the Project and
fosters an appreciation for the Project’s value throughout the organization. The steering committee oversees
the City project manager and Project through participation in regular internal meetings. The City steering
committee remains updated on all Project progress, Project decisions, and achievement of Project
milestones. The City steering committee also serves as primary level of issue resolution for the Project.
▪ Works to resolve all decisions and/or issues not resolved at the project manager level as part of the
escalation process.
▪ Attends all scheduled steering committee meetings.
▪ Provides support for the project team.
▪ Assists with communicating key project messages throughout the organization.
▪ Prioritizes the project within the organization.
▪ Ensures the project staffed appropriately and that staff have necessary resources.
▪ Monitors project progress including progress towards agreed upon goals and objectives.
▪ Has the authority to approve or deny changes impacting the following areas:
o Cost
o Scope
o Schedule
o Project Goals
o City Policies
o Needs of other client projects
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City Project Manager
The City shall assign project manager(s) prior to the start of this project with overall responsibility and
authority to make decisions related to Project Scope, scheduling, and task assignment. The City Project
Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and
efficient manner. When the City project manager(s) do not have the knowledge or authority to make
decisions, he or she engages the necessary resources to participate in discussions and make decisions in a
timely fashion to avoid Project delays. The City project manager(s) are responsible for reporting to the City
steering committee and determining appropriate escalation points.
Contract Management
▪ Validates contract compliance throughout the project.
▪ Ensures that invoicing and Deliverables meet contract requirements.
▪ Acts as primary point of contact for all contract and invoicing questions. Collaborates on and
approves Change Requests, if needed, to ensure proper scope and budgetary compliance.
Planning
▪ Reviews and accepts project planning documents.
▪ Defines project tasks and resource requirements for the City project team.
▪ Collaborates in the development and approval of the project schedule.
▪ Collaborates with Tyler project manager(s) to plan and schedule project timelines to achieve on-time
implementation.
Implementation Management
▪ Tightly manages project budget and scope.
▪ Collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure that
scope changes and budget (planned versus actual) are transparent and handled effectively and
efficiently.
▪ Collaborates with Tyler project manager to establish and manage a schedule and resource plan that
properly supports the project schedule as a whole and is also in balance with scope and budget.
▪ Collaborates with Tyler project manager(s) to establish risk and issue tracking and reporting process
between the City and Tyler and takes all necessary steps to proactively mitigate these items or
communicate with transparency to Tyler any items that may impact the outcomes of the project.
▪ Collaborates with Tyler project manager(s) to establish key business drivers and success indicators
that will help to govern project activities and key decisions to ensure a quality outcome of the project.
▪ Routinely communicates with both the City staff and Tyler, aiding in the understanding of goals,
objectives, current status, and health of the project by all team members.
▪ Manages the requirements gathering process and ensure timely and quality business requirements
are being provided to Tyler.
Resource Management
▪ Acts as liaison between project team and stakeholders.
▪ Identifies and coordinates all City resources across all modules, phases, and activities including data
conversions, forms design, hardware and software installation, reports building, and satisfying
invoices.
▪ Provides direction and support to project team.
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▪ Builds partnerships among the various stakeholders, negotiating authority to move the project
forward.
▪ Manages the appropriate assignment and timely completion of tasks as defined.
▪ Assesses team performance and takes corrective action, if needed.
▪ Provides guidance to City technical teams to ensure appropriate response and collaboration with
Tyler Technical Support Teams to ensure timely response and appropriate resolution.
▪ Owns the relationship with in-Scope 3rd party providers and aligns activities with ongoing project
tasks.
▪ Ensures that users have appropriate access to Tyler project toolsets as required.
▪ Conducts training on proper use of toolsets.
▪ Validates completion of required assignments using toolsets.
City Functional Leads
▪ Makes business process change decisions under time sensitive conditions.
▪ Communicates existing business processes and procedures to Tyler consultants.
▪ Assists in identifying business process changes that may require escalation.
▪ Contributes business process expertise for Current & Future State Analysis.
▪ Identifies and includes additional subject matter experts to participate in Current & Future State
Analysis.
▪ Validates that necessary skills have been retained by end users.
▪ Provides End Users with dedicated time to complete required homework tasks.
▪ Acts as an ambassador/champion of change for the new process and provide business process
change support.
▪ Identifies and communicates any additional training needs or scheduling conflicts to the City project
manager.
▪ Actively participates in all aspects of the implementation, including, but not limited to, the following
key activities:
o Task completion
o Stakeholder Meeting
o Project Management Plan development
o Schedule development
o Maintenance and monitoring of risk register
o Escalation of issues
o Communication with Tyler project team
o Coordination of City resources
o Attendance at scheduled sessions
o Change management activities
o Modification specification, demonstrations, testing and approval assistance
o Data analysis assistance
o Decentralized end user training
o Process testing
o Solution Validation
City Power Users
▪ Participate in project activities as required by the project team and project manager(s).
▪ Provide subject matter expertise on the City business processes and requirements.
▪ Act as subject matter experts and attend Current & Future State Analysis sessions as needed.
▪ Attend all scheduled training sessions.
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Tyler Technologies, Inc. Page | 12
▪ Participate in all required post-training processes as needed throughout project.
▪ Test all application configuration to ensure it satisfies business process requirements.
▪ Become application experts.
▪ Participate in Solution Validation.
▪ Adopt and support changed procedures.
▪ Complete all deliverables by the due dates defined in the project schedule.
▪ Demonstrate competency with Tyler products processing prior to Go-live.
▪ Provide knowledge transfer to the City staff during and after implementation.
▪ Participate in conversion review and validation.
City End Users
▪ Attend all scheduled training sessions.
▪ Become proficient in application functions related to job duties.
▪ Adopt and utilize changed procedures.
▪ Complete all deliverables by the due dates defined in the project schedule.
▪ Utilize software to perform job functions at and beyond Go-live.
City Technical Lead
▪ Coordinates updates and releases with Tyler as needed.
▪ Coordinates the copying of source databases to training/testing databases as needed for training
days.
▪ Coordinates and adds new users, printers and other peripherals as needed.
▪ Validates that all users understand log-on process and have necessary permission for all training
sessions.
▪ Coordinates interface development for City third party interfaces.
▪ Develops or assists in creating reports as needed.
▪ Ensures on-site system meets specifications provided by Tyler.
▪ Assists with software installation as needed.
▪ Extracts and transmits conversion data and control reports from the City’s legacy system per the
conversion schedule set forth in the project schedule.
City Upgrade Coordination
▪ Becomes familiar with the software upgrade process and required steps.
▪ Becomes familiar with Tyler’s releases and updates.
▪ Utilizes Tyler resources to stay abreast of the latest Tyler releases and updates, as well as the latest
helpful tools to manage the City’s software upgrade process.
▪ Assists with the software upgrade process during implementation.
▪ Manages software upgrade activities post-implementation.
▪ Manages software upgrade plan activities.
▪ Coordinates software upgrade plan activities with City and Tyler resources.
▪ Communicates changes affecting users and department stakeholders.
▪ Obtains department stakeholder acceptance to upgrade production environment.
City Change Management Lead
▪ Validates that users receive timely and thorough communication regarding process changes.
▪ Provides coaching to supervisors to prepare them to support users through the project changes.
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▪ Identifies the impact areas resulting from project activities and develops a plan to address them
proactively.
▪ Identifies areas of resistance and develops a plan to reinforce the change.
▪ Monitors post-production performance and new process adherence.
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Tyler Technologies, Inc. Page | 14
Part 3: Project Plan
Project Stages
Work Breakdown Structure
The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into
smaller, more manageable components. The top-level components are called “Stages” and the second level
components are called “Work Packages”. The work packages, shown below each stage, contain the high-level
work to be done. The detailed Project Schedule, developed during Project/Phase Planning and finalized during
subsequent stages, lists the tasks to be completed within each work package. Each stage ends with a “Control
Point”, confirming the work performed during that stage of the Project has been accepted by the City.
*Items noted with an asterisk in the graphic above relate to specific products and services. If those products and services are not included in the scope
of the contract, these specific work packages will be noted as “Intentionally Left Blank” in Section 6 of the Statement of Work.
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Tyler Technologies, Inc. Page | 15
Initiate and Plan
The Initiate and Plan stage involves Project initiation, infrastructure, and planning. This stage creates a
foundation for the Project by identifying and establishing sequence and timing for each Phase as well as
verifying scope for the Project. This stage will be conducted at the onset of the Project, with a few unique
items being repeated for the additional Phases as needed.
Initial Coordination
Prior to Project commencement, Tyler management assigns project manager(s). Additional Project resources
will be assigned later in the Project as a Project schedule is developed. Tyler provides the City with initial
Project documents used to gather names of key personnel, their functional role as it pertains to the Project,
as well as any blackout dates to consider for future planning. the City gathers the information requested by
the provided deadline ensuring preliminary planning and scheduling can be conducted moving the Project
forward in a timely fashion. Internally, the Tyler Project Manager(s) coordinate with sales to ensure transfer
of vital information from the sales process prior to scheduling a Project Planning Meeting with the City’s
team. During this step, Tyler will work with the City to establish the date(s) for the Project and Phase Planning
session.
Objectives:
▪ Formally launch the project.
▪ Establish project governance.
▪ Define and communicate governance for Tyler.
▪ Identify City project team.
STAGE 1 Initial Coordination
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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Tyler project team is assigned A R C I I I I I I
City project team is assigned A I R I I I
Provide initial project
documents to the City
A R C C I I
Gather preliminary information
requested
I A R C C C C
Sales to implementation
knowledge transfer
A R I I I I I
Create Project Portal to store
project artifacts and facilitate
communication
A R I
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Tyler Technologies, Inc. Page | 16
Inputs Contract documents
Statement of Work
Outputs/Deliverables Completed initial project documents
Project portal
Work package assumptions:
▪ Project activities begin after the agreement has been fully executed.
Project/Phase Planning
Project and Phase planning provides an opportunity to review the contract, software, data conversions and
services purchased, identify applications to implement in each Phase (if applicable), and discuss
implementation timeframes.
During this work package Tyler will work with the City to coordinate and plan a formal Project planning
meeting(s). This meeting signifies the start of the Project and should be attended by all City Project team
members and the Tyler Project Manager. The meeting provides an opportunity for Tyler to introduce its
implementation methodology, terminology, and Project management best practices to the City’s Project
Team. This will also present an opportunity for project managers and Project sponsors to begin to discuss
Project communication, metrics, status reporting and tools to be used to measure Project progress and
manage change.
Tyler will work with the City Project Team to prepare and deliver the Project Management Plan as an output
of the planning meeting. This plan will continue to evolve and grow as the Project progresses and will
describe how the project will be executed, monitored, and controlled.
During project planning, Tyler will introduce the tools that will be used throughout the implementation. Tyler
will familiarize the City with these tools during project planning and make them available for review and
maintenance as applicable throughout the project. Some examples are Solution validation plan, issue log, and
go-live checklist.
STAGE 1 Project/Phase Planning
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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Schedule and
conduct planning
session(s)
A R I C C I
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Tyler Technologies, Inc. Page | 17
Develop Project
Management Plan
A R I C C I
Develop initial
project schedule
A R I I I I I I C C I I C I
Inputs Contract documents
Statement of Work
Guide to Starting Your Project
Outputs / Deliverables Acceptance Criteria [only] for Deliverables
Project Management Plan Delivery of document
Project Operational Plan Delivery of document
Initial Project Schedule City provides acceptance of schedule based
on resource availability, project budget, and
goals.
Work package assumptions:
▪ City has reviewed and completed the Guide to Starting Your Project document.
Infrastructure Planning
Procuring required hardware and setting it up properly is a critical part of a successful implementation. This
task is especially important for Tyler-hosted/SaaS deployment models. Tyler will be responsible for building
the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement. Tyler will
install Licensed Software on application server(s) or train the City to install License Software. The City is
responsible for the installation and setup of all peripheral devices.
Objectives:
▪ Ensure the City’s infrastructure meets Tyler’s application requirements.
▪ Ensure the City’s infrastructure is scheduled to be in place and available for use on time.
STAGE 1 Infrastructure Planning
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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Provide Infrastructure
Requirements and Design
Document
A R C C I I
Initial Infrastructure
Meeting A R C C C C
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Tyler Technologies, Inc. Page | 18
*Schedule SaaS
Environment Availability A R C I
*Schedule Hardware to
be Available for
Installation
I I A R C
Schedule Installation of
All Licensed Software A R C I I
Infrastructure Audit A R C I C
Inputs 1. Initial Infrastructure Requirements and Design Document
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
1. Completed Infrastructure Requirements
and Design Document
Delivery of Document
2. Infrastructure Audit System Passes Audit Criteria
Stakeholder Meeting
Communication of the Project planning outcomes to the City Project team, executives and other key
stakeholders is vital to Project success. The Stakeholder meeting is a strategic activity to inform, engage, gain
commitment, and instill confidence in the City team. During the meeting, the goals and objectives of the
Project will be reviewed along with detail on Project scope, implementation methodology, roles and
responsibilities, Project timeline and schedule, and keys to Project success.
Objectives:
▪ Formally present and communicate the project activities and timeline.
▪ Communicate project expectations.
STAGE 1 Stakeholder Meeting
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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Create Stakeholder
Meeting Presentation I A R I I I I C I
Review Stakeholder
Meeting Presentation I C A R C
Perform Stakeholder
Meeting Presentation I A R I I I I C I I I I I I
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Tyler Technologies, Inc. Page | 19
Inputs Agreement
SOW
Project Management Plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Stakeholder Meeting Presentation
Work package assumptions:
▪ None
Intentionally left blank.
Control Point 1: Initiate & Plan Stage Acceptance
Acceptance criteria for this stage includes completion of all criteria listed below.
Note: Advancement to the Assess & Define stage is not dependent upon Tyler’s receipt of this stage
acceptance.
Initiate & Plan Stage Deliverables:
▪ Project Management Plan
▪ Initial Project Schedule – Baseline Project Plan of Record
Initiate & Plan stage acceptance criteria:
▪ All stage deliverables accepted based on acceptance criteria previously defined
▪ Project governance defined
▪ Project portal made available to the City
▪ Stakeholder meeting complete
Assess & Define
The Assess & Define stage will provide an opportunity to gather information related to current City business
processes. This information will be used to identify and define business processes utilized with Tyler software.
The City collaborates with Tyler providing complete and accurate information to Tyler staff and assisting in
analysis, understanding current workflows and business processes.
Solution Orientation
The Solution Orientation provides the Project stakeholders a high-level understanding of the solution
functionality prior to beginning the current and future state analysis. The primary goal is to establish a
foundation for upcoming conversations regarding the design and configuration of the solution.
Tyler utilizes a variety of tools for the Solution Orientation, focusing on City team knowledge transfer such as:
eLearning, documentation, or walkthroughs. The City team will gain a better understanding of the major
processes and focus on data flow, the connection between configuration options and outcome, integration,
and terminology that may be unique to Tyler’s solution.
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Tyler Technologies, Inc. Page | 20
Objectives:
▪ Provide a basic understanding of system functionality.
▪ Prepare the City for current and future state analysis.
STAGE 2 Solution Orientation
Tyler City
RACI MATRIX KEY:
R = Responsible
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C = Consulted
I = Informed
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Provide pre-requisites A R I I I I I
Complete pre-requisites A R C C
Conduct orientation A R I I I I I
Inputs Solution orientation materials
Training Plan
Current & Future State Analysis
The Current & Future State Analysis provides the Project stakeholders and Tyler an understanding of process
changes that will be achieved with the new system.
The City and Tyler will evaluate current state processes, options within the new software, pros and cons of
each based on current or desired state and make decisions about the future state configuration and
processing. This may occur before or within the same timeframe as the configuration work package. The
options within the new software will be limited to the scope of this implementation and will make use of
standard Tyler functionality.
The City will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk
from over customization of Tyler products. It is the City’s responsibility to verify that in-scope requirements
are being met throughout the implementation if functional requirements are defined as part of the contract.
The following guidelines will be followed when evaluating if a modification to the product is required:
▪ A reasonable business process change is available.
▪ Functionality exists which satisfies the requirement.
▪ Configuration of the application satisfies the requirement.
▪ An in-scope modification satisfies the requirement.
Requirements that are not met will follow the agreed upon change control process and can have impacts on
the project schedule, scope, budget, and resource availability.
STAGE 2 Current & Future State Analysis
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Menifee, CA
Tyler Technologies, Inc. Page | 21
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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Current State process
review A R I I I C C C C C
Discuss future-state
options A R C C C C C C C C
Make future-state
decisions (non-COTS) C C C C C A R I C C
Document anticipated
configuration options
required to support
future state
A R C C C I I I I I
Inputs City current state documentation
Solution Orientation completion
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Documentation that describes future-state
decisions and configuration options to support
future-state decisions.
Delivery of document
Work package assumptions:
▪ City attendees possess sufficient knowledge and authority to make future state decisions.
▪ The City is responsible for any documentation of current state business processes.
▪ The City can effectively communicate current state processes.
Conversion Assessment
Data Conversions are a major effort in any software implementation. Tyler’s conversion tools facilitate the
predictable, repeatable conversion process that is necessary to support a successful transition to the Tyler
system. The first step in this process is to perform an assessment of the existing (“legacy”) system(s), to
better understand the source data, risks, and options available. Once the data has been analyzed, the plan for
data conversion is completed and communicated to the appropriate stakeholders.
Objectives:
▪ Communicate a common understanding of the project goals with respect to data.
▪ Ensure complete and accurate source data is available for review/transfer.
▪ If source data is a Tyler legacy system, Tyler will perform the data mappings. If source data is from a
third party, client is responsible for mapping the data from the source to the Tyler system.
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Menifee, CA
Tyler Technologies, Inc. Page | 22
▪ Document the data conversion/loading approach.
STAGE 2 Data Conversion Assessment
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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Extract Data from
Source Systems I C A R
Review and Scrub
Source Data I I I A R C I
Build/Update Data
Conversion Plan R C C C I I I I
Inputs City Source data
City Source data Documentation (if available)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data Conversion Plan built/updated City Acceptance of Data Conversion Plan, if
Applicable
Work package assumptions:
▪ If the source data is a Tyler system Tyler's Conversion Engineers extract and map the data into the
standard Munis conversion format. If the source data is from a third-party the client will provide
Tyler with the data in a mutually agreed upon format.
▪ Tyler will work with the City representatives to identify business rules before writing the conversion.
▪ City subject matter experts and resources most familiar with the current data will be involved in the
data conversion planning effort.
Intentionally left blank.
Intentionally left blank.
Control Point 2: Assess & Define Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Note: Advancement to the Prepare Solution Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Menifee, CA
Tyler Technologies, Inc. Page | 23
Assess & Define Stage Deliverables:
▪ Documentation of future state decisions and configuration options to support future state decisions.
▪ Modification specification document.
▪ Assess & Define Stage Acceptance Criteria:
▪ All stage deliverables accepted based on criteria previously defined.
▪ Solution Orientation is delivered.
▪ Conversion data extracts are received by Tyler.
▪ Data conversion plan built.
▪ Client Acceptance of Data Conversion Plan
Prepare Solution
During the Prepare Solution stage, information gathered during the Initiate & Plan and Assess & Define stages
will be used to install and configure the Tyler software solution. Software configuration will be validated by
the City against future state decisions defined in previous stages and processes refined as needed to ensure
business requirements are met.
Initial System Deployment
The timely availability of the Tyler Solution is important to a successful Project implementation. The success
and timeliness of subsequent work packages are contingent upon the initial system deployment of Tyler
Licensed Software on an approved network and infrastructure. Delays in executing this work package can
affect the project schedule.
Objectives:
▪ Active Directory integration is defined, configured, and operational including integration/support of
DUO MFA
Identity Workforce, Tyler’s authentication framework for Tyler back-office solutions built on Okta, supports
industry standard identity providers (IdP’s) for seamless, single sign-on. This enables clients to use their own
login and password policies, including the use of multifactor authentication (MFA) for enhanced identity
verification.
The Identity Workforce User Store, included with Identity Workforce Core which comes standard with all
Tyler solutions, can be used to create and manage accounts that do not exist in the client’s IdP, such as
contractors or seasonal staff. Upgrading to Identity Workforce Advanced adds several additional identity
management features including support for custom password policies and MFA used with Identity Workforce
User Store accounts. MFA options include email, SMS, and authenticator apps such as Okta Verify and Google
Authenticator.
Identity Community, Tyler’s authentication framework for community users external to an organization, such
as vendors, businesses, and residents, supports self-service account creation and management through email
or social identity providers, such as Google, Apple, Microsoft, and Facebook. End-users can optionally enable
multifactor authentication through any of these options.
MFA with Time & Attendance Timeclocks
Tyler’s Time and Attendance supports multifactor authentication for time entry with TouchTime timeclocks.
When multifactor authentication is enabled, users are required to use two different factors to login to the
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Menifee, CA
Tyler Technologies, Inc. Page | 24
TouchTime Device. Administrators can configure the two types to be any of the following: keypad entry,
biometric (fingerprint) entry, and badge swipe. Proximity, barcode, and magnetic stripe badges are all
considered to be a single authentication factor. These will all be logged as badge swipe authentication and are
not recognized as separate authentication factors.
▪ All licensed software is installed and operational.
▪ Encryption of data in transit and data at rest is validated and compliant FIPS 140-2 standards
Transport Layer Security (TLS) encryption protects communication with Tyler applications, including end-user
access through TLS-protected HTTPS. This widely adopted protocol secures sensitive data by preventing
reading or modifying information transferred.
Tyler solutions run on AWS storage services, including Elastic Block Store (EBS) and Amazon Simple Storage
Service (S3). The use of server-side encryption with AWS Key Management Service (AWS KMS) keys is used to
encrypt at-rest data. This encryption is known as SSE-KMS. SSE-KMS uses one of the strongest block ciphers
available to encrypt your data, 256-bit Advanced Encryption Standard (AES-256).
Tyler employs a FIPS-compliant enterprise backup solution certified for CJIS and GovCloud use. Data transfer
and storage is encrypted as defined in FIPS140-2 and FIPS140-3 standards over private connections within the
AWS network.
▪ PII, PHI, and other protected data masking is validated as operational
Policies are in place for storing personal identifiable information (PII). PII is data that can be used to identify a
specific person. Common forms of PII include things like Social Security numbers, phone numbers, and
addresses. Fields in HCM employee master and pay screens can be set to none, read-only, add, update,
delete. Custom masking not available. Tyler implements a role-based access control methodology to ensure
only authorized people with a need for access are given it. To the extent Tyler users have access, Tyler
employs a least-privileged access strategy, meaning that individuals are given and use only the least
administrative rights possible to do the task at hand. Tyler compliments these strategies with controls and
monitoring to ensure only those authorized users can access the systems allowed. Upon termination or
expiration of the SaaS contract, all application access is revoked.
▪ Client receives most recent SOC1/SOC2 audit report(s)
▪ The City can access the totality of software comprising the proposed system
STAGE 3 Initial System Deployment (Hosted/SaaS)*
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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Prepare hosted
environment A R I C
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Menifee, CA
Tyler Technologies, Inc. Page | 25
Install Licensed
Software with
Initial Database on
Server(s) for
Included
Environments
A R I C
Install Licensed
Software on City
Devices (if
applicable)
I C A R
Tyler System
Administration
Training (if
applicable)
A R I C
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Licensed Software is Installed on the Server(s) Software is accessible
Licensed Software is Installed on City Devices
(if applicable)
Software is accessible
Installation Checklist/System Document System Passes
Infrastructure Design Document (C&J – If
Applicable)
Work package assumptions:
▪ The most current available version of the Tyler Licensed Software will be installed.
▪ The City will provide network access for Tyler modules, printers, and Internet access to all applicable
City and Tyler Project staff.
Configuration
The purpose of Configuration is to prepare the software product for validation.
Tyler staff collaborates with the City to complete software configuration based on the outputs of the future
state analysis performed during the Assess and Define Stage. The City collaborates with Tyler staff iteratively
to validate software configuration.
Objectives:
▪ Software is ready for validation.
▪ Educate the City Power User how to configure and maintain software.
▪ Prepare standard interfaces for process validation (if applicable).
STAGE 3 Configuration
Tyler City
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Menifee, CA
Tyler Technologies, Inc. Page | 26
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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Conduct configuration
training A R I C C
Complete Tyler
configuration tasks
(where applicable)
A R I I I
Complete City
configuration tasks
(where applicable)
I C A R C
Standard interfaces
configuration and
training (if applicable)
A R C I C C C
Updates to Solution
Validation testing plan C C A R C C
Inputs Documentation that describes future state decisions and configuration options to support future
state decisions.
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Configured System N/A
Work package assumptions:
▪ Tyler provides guidance for configuration options available within the Tyler software. The City is
responsible for making decisions when multiple options are available.
Process Refinement
Tyler will educate the City users on how to execute processes in the system to prepare them for the
validation of the software. The City collaborates with Tyler staff iteratively to validate software configuration
options to support future state.
Objectives:
▪ Ensure that the City understands future state processes and how to execute the processes in the
software.
▪ Refine each process to meet the business requirements.
▪ Validate standard interfaces and API integrations, where applicable.
▪ Validate forms and reports, where applicable.
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Tyler Technologies, Inc. Page | 27
STAGE 3 Process Refinement
Tyler City
RACI MATRIX KEY:
R = Responsible
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C = Consulted
I = Informed
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Conduct process
training A R I C I C
Confirm process
decisions I C A R C I C
Test configuration I C A R C
Refine
configuration (City
Responsible)
I C A R C
Refine
configuration (Tyler
Responsible)
A R I I I
Validate interface
process and results I C C A R C C
Update City-
specific process
documentation (if
applicable)
I C A R C
Updates to
Solution Validation
testing plan
C C A R C C
Inputs Initial Configuration
Documentation that describes future state decisions and configuration options to support
future state decisions.
Solution validation test plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated solution validation test plan
Completed City-specific process
documentation (completed by City)
Work package assumptions:
▪ None
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Conversion Delivery
The purpose of this task is to transition the City’s data from their source (“legacy”) system(s) to the Tyler
system(s). The data will need to be mapped from the legacy system into the new Tyler system format. A well-
executed data conversion is key to a successful cutover to the new system(s).
With guidance from Tyler, the City will review specific data elements within the system and identify / report
discrepancies. Iteratively, Tyler will collaborate with the City to address conversion discrepancies. This process
will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s). Reference
Conversion Appendix for additional detail.
Objectives:
▪ Data is ready for production (Conversion).
STAGE 3 Data Delivery & Conversion
Tyler City
RACI MATRIX
KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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Provide data
crosswalks/code
mapping tool
A C R I I I
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Menifee, CA
Tyler Technologies, Inc. Page | 29
Populate data
crosswalks/code
mapping tool
I C C A R C
Iterations:
Conversion
Development
A C R I I
Iterations:
Deliver
converted data
A R I I I
Iterations:
Proof/Review
data and
reconcile to
source system
C C C A R C C
Inputs
Data Conversion Plan
Configuration
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Code Mapping Complete / Validated N/A
Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for
final pass
Work package assumptions:
▪ The City will provide a single file layout per source system as identified in the investment summary.
▪ The City subject matter experts and resources most familiar with the current data will assist the Tyler
team in the data conversion effort.
▪ The City project team will be responsible for completing the code mapping activity, with assistance
from Tyler.
Intentionally left blank.
Intentionally left blank.
Control Point 3: Prepare Solution Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below in each Work Package.
Note: Advancement to the Production Readiness Stage is dependent upon Tyler’s receipt of the Stage
Acceptance.
Prepare Solution Stage Deliverables:
▪ Licensed software is installed.
▪ Installation checklist/system document.
▪ Conversion iterations and reviews complete.
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Tyler Technologies, Inc. Page | 30
Prepare Solution Stage Acceptance Criteria:
▪ All stage deliverables accepted based on criteria previously defined.
▪ Software is configured.
▪ Solution validation test plan has been reviewed and updated if needed.
▪ Client acceptance
Production Readiness
Activities in the Production Readiness stage will prepare the City team for go-live through solution validation,
the development of a detailed go-live plan and end user training. A readiness assessment will be conducted
with the City to review the status of the project and the organizations readiness for go-live.
Solution Validation
Solution Validation is the end-to-end software testing activity to ensure that the City verifies all aspects of the
Project (hardware, configuration, business processes, etc.) are functioning properly, and validates that all
features and functions per the contract have been deployed for system use.
Objectives:
▪ Validate that the solution performs as indicated in the solution validation plan. Including validation of
Accounts Payable, New Hires & Offboarding and ESS.
▪ Ensure the City organization is ready to move forward with go-live and training (if applicable).
▪ Data encryption, masking and protection function without undue impact to system performance
STAGE 4 Solution Validation
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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Update Solution
Validation plan A R C C C C
Update test scripts (as
applicable) C C C A R C
Perform testing C C C A R C
Document issues from
testing C C C A R C
Perform required follow-
up on issues A R C C C C
Inputs Solution Validation plan
Completed work product from prior stages (configuration, business process, etc.)
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Menifee, CA
Tyler Technologies, Inc. Page | 31
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Solution Validation Report City updates report with testing results
Work package assumptions:
▪ Designated testing environment has been established.
▪ Testing includes current phase activities or deliverables only.
Go-Live Readiness
Tyler and the City will ensure that all requirements defined in Project planning have been completed and the
Go-Live event can occur, as planned. A go-live readiness assessment will be completed identifying risks or
actions items to be addressed to ensure the City has considered its ability to successfully Go-Live. Issues and
concerns will be discussed, and mitigation options documented. Tyler and the City will jointly agree to move
forward with transition to production. Expectations for final preparation and critical dates for the weeks
leading into and during the Go-Live week will be planned in detail and communicated to Project teams.
Objectives:
▪ Action plan for go-live established.
▪ Assess go-live readiness.
▪ Stakeholders informed of go-live activities.
▪ Process Refinement completed
STAGE 4 Go-Live Readiness
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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Perform Readiness
Assessment I A R C C I C I I I I I I
Conduct Go-Live planning
session A R C C C C C C C
Order peripheral
hardware (if applicable) I A R C
Confirm procedures for
Go-Live issue reporting &
resolution
A R I I I I C C I I I I I
Develop Go-Live checklist A R C C C C I C C
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Menifee, CA
Tyler Technologies, Inc. Page | 32
Final system
infrastructure review
(where applicable)
A R C C
Inputs Future state decisions
Go-live checklist
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated go-live checklist Updated Action plan and Checklist for go-live
delivered to the City
Work package assumptions:
▪ None
End User Training
End User Training is a critical part of any successful software implementation. Using a training plan previously
reviewed and approved, the Project team will organize and initiate the training activities.
Train the Trainer: Tyler provides one occurrence of each scheduled training or implementation topic. City
users who attended the Tyler sessions may train additional users. Additional Tyler led sessions may be
contracted at the applicable rates for training.
Tyler will provide standard application documentation for the general use of the software. It is not Tyler’s
responsibility to develop City specific business process documentation. City-led training labs using City
specific business process documentation if created by the City can be added to the regular training
curriculum, enhancing the training experiences of the end users.
Objectives:
▪ End users are trained on how to use the software prior to go-live.
▪ The City is prepared for on-going training and support of the application.
▪ Post go-live training is scheduled
STAGE 4 End User Training
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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Update training plan A R C C I C
End User training (Tyler-
led) A R C C C I C C C
Train-the-trainer A R C C C I C
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Menifee, CA
Tyler Technologies, Inc. Page | 33
End User training (City-
led) C C A R I C C C
Inputs Training Plan
List of End Users and their Roles / Job Duties
Configured Tyler System
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
End User Training City signoff that training was delivered
Work package assumptions:
▪ The City project team will work with Tyler to jointly develop a training curriculum that identifies the
size, makeup, and subject-area of each of the training classes.
▪ Tyler will work with the City as much as possible to provide end-user training in a manner that
minimizes the impact to the daily operations of City departments.
▪ The City will be responsible for training new users after go-live (exception—previously planned or
regular training offerings by Tyler).
Control Point 4: Production Readiness Stage Acceptance
Acceptance criteria for this stage includes all criteria listed below. Advancement to the Production stage is
dependent upon Tyler’s receipt of the stage acceptance.
Production Readiness stage deliverables:
▪ Solution Validation Report including helping to test PII and PHI/HIPPA requirements
▪ Update go-live action plan and checklist.
▪ End user training.
Production Readiness stage acceptance criteria:
▪ All stage deliverables accepted based on criteria previously defined.
▪ Go-Live planning session conducted.
▪ Go-Live Plan approved by Client
Production
Following end user training the production system will be fully enabled and made ready for daily operational
use as of the scheduled date. Tyler and the City will follow the comprehensive action plan laid out during Go-
Live Readiness to support go-live activities and minimize risk to the Project during go-live. Following go-live,
Tyler will work with the City to verify that implementation work is concluded, post go-live activities are
scheduled, and the transition to Client Services is complete for long-term operations and maintenance of the
Tyler software.
Go-Live
Following the action plan for Go-Live, defined in the Production Readiness stage, the City and Tyler will
complete work assigned to prepare for Go-Live.
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The City provides final data extract and Reports from the Legacy System for data conversion and Tyler
executes final conversion iteration, if applicable. If defined in the action plan, the City manually enters any
data added to the Legacy System after final data extract into the Tyler system.
Tyler staff collaborates with the City during Go-Live activities. The City transitions to Tyler software for day-to
day business processing. Tyler will provide support for three payroll parallels. Tyler will not recommend the
City goes live until they have executed at least one successful payroll parallel.
Some training topics are better addressed following Go-Live when additional data is available in the system or
based on timing of applicable business processes and will be scheduled following Go-Live per the Project
Schedule.
Objectives:
▪ Execute day to day processing in Tyler software.
▪ City data available in Production environment.
STAGE 5 Go-Live
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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Provide final source data
extract, if applicable C C A R
Final source data pushed
into production
environment, if
applicable
A C R I C C C
Proof final converted
data, if applicable C C C A R C
Complete Go-Live
activities as defined in
the Go-Live action plan
C C C A R C I C
Provide Go-Live
assistance A R C C I C C I C I C
Inputs Comprehensive Action Plan for Go-Live
Final source data (if applicable)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data is available in production environment City confirms data is available in production
environment
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Tyler Technologies, Inc. Page | 35
Work package assumptions:
▪ The City will complete activities documented in the action plan for Go-Live as scheduled.
▪ External stakeholders will be available to assist in supporting the interfaces associated with the Go-
Live live process.
▪ The City business processes required for Go-Live are fully documented and tested.
▪ The City Project team and subject matter experts are the primary point of contact for the end users
when reporting issues during Go-Live.
▪ The City Project Team and Power User’s provide business process context to the end users during Go-
Live.
▪ The Tyler Go-Live support team is available to consult with the City teams as necessary.
▪ The Tyler Go-Live support team provides standard functionality responses, which may not be tailored
to the local business processes.
Transition to Client Services
This work package signals the conclusion of implementation activities for the Phase or Project with the
exception of agreed-upon post Go-Live activities. The Tyler project manager(s) schedules a formal transition
of the City onto the Tyler Client Services team, who provides the City with assistance following Go-Live,
officially transitioning the City to operations and maintenance.
Objectives:
▪ Ensure no critical issues remain for the project teams to resolve.
▪ Confirm proper knowledge transfer to the City teams for key processes and subject areas.
STAGE 5 Transition to Client Services
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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Transfer City to Client
Services and review
issue reporting and
resolution processes
I I A I I R I I C C C
Review long term
maintenance and
continuous
improvement
A R C C C
Inputs Open item/issues List
DocuSign Envelope ID: 43EE658C-BB55-43A8-BB18-1E93C0B07A47
Menifee, CA
Tyler Technologies, Inc. Page | 36
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Client Services Support Document
Work package assumptions:
▪ No material project issues remain without assignment and plan.
Post Go-Live Activities
Some implementation activities are provided post-production due to the timing of business processes, the
requirement of actual production data to complete the activities, or the requirement of the system being
used in a live production state.
Objectives:
▪ Schedule activities that are planned for after Go-Live.
▪ Ensure issues have been resolved or are planned for resolution before phase or project close.
STAGE 5 Post Go-Live Activities
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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activities that are
planned for delivery
after go-live
A R C C C C I C C I C C
Determine resolution
plan in preparation for
phase or project close
out
A R C C C I C C I C
Inputs List of post Go-Live activities
Outputs /
Deliverables
Acceptance Criteria [only] for
Deliverables
Updated issues log
Work package assumptions:
▪ System is being used in a live production state.
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Control Point 5: Production Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below:
▪ Advancement to the Close stage is not dependent upon Tyler’s receipt of this Stage Acceptance.
▪ Converted data is available in production environment.
Production Stage Acceptance Criteria:
▪ All stage deliverables accepted based on criteria previously defined.
▪ Go-Live activities defined in the Go-Live action plan completed.
▪ Client services support document is provided.
Close
The Close stage signifies full implementation of all products purchased and encompassed in the Phase or
Project. The City transitions to the next cycle of their relationship with Tyler (next Phase of implementation or
long-term relationship with Tyler Client Services).
Phase Closeout
This work package represents Phase completion and signals the conclusion of implementation activities for
the Phase. The Tyler Client Services team will assume ongoing support of the City for systems implemented in
the Phase.
Objectives:
▪ Agreement from Tyler and the City teams that activities within this phase are complete.
STAGE 6 Phase Close Out
Tyler City
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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A R I I
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Participants Tyler City
Project Leadership Project Manager
Project Manager Project Sponsor(s)
Implementation Consultants Functional Leads, Power Users,
Technical Leads
Technical Consultants (Conversion, Deployment,
Development)
Client Services
Inputs Contract
Statement of Work
Project artifacts
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Final action plan (for outstanding items)
Reconciliation Report
Post Phase Review
Work package assumptions:
▪ Tyler deliverables for the phase have been completed.
▪ Tyler will not start the closure process until the City achieves steady-state with each phase.
▪ Tyler has provided a fully functional solution to support the city’s business functions. No critical
issues remain.
▪
Project Closeout
Completion of this work package signifies final acceptance and formal closing of the Project.
At this time the City may choose to begin working with Client Services to look at continuous improvement
Projects, building on the completed solution.
Objectives:
▪ Confirm no critical issues remain for the project teams to resolve.
▪ Determine proper knowledge transfer to the City teams for key processes and subject areas has
occurred.
▪ Verify all deliverables included in the Agreement are delivered.
STAGE 6 Project Close Out
Tyler City
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RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
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I A R I I C
Release Tyler project
resources A R I I
Inputs Contract
Statement of Work
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Post Project Report City acceptance; Completed report indicating
all project Deliverables and milestones have
been completed
Work package assumptions:
▪ All project implementation activities have been completed and approved.
▪ No critical project issues remain unresolved
▪ Final project budget has been reconciled and invoiced.
▪ All Tyler deliverables have been completed.
▪ Client acceptance obtained
Control Point 6: Close Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Close Stage Deliverables:
▪ Post Project Report.
Close Stage Acceptance Criteria:
▪ Completed report indicating all Project deliverables and milestones have been completed.
General Assumptions
Tyler and the City will use this SOW as a guide for managing the implementation of the Tyler Project as
provided and described in the Agreement. There are a few assumptions which, when acknowledged and
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adhered to, will support a successful implementation. Assumptions related to specific work packages are
documented throughout the SOW. Included here are general assumptions which should be considered
throughout the overall implementation process.
Project
▪ Project activities will begin after the Agreement has been fully executed.
▪ The City Project Team will complete their necessary assignments in a mutually agreed upon
timeframe to meet the scheduled go-live date, as outlined in the Project Schedule.
▪ Sessions will be scheduled and conducted at a mutually agreeable time.
▪ Additional services, software modules and modifications not described in the SOW or Agreement will
be considered a change to this Project and will require a Change Request Form as previously
referenced in the definition of the Change Control Process.
▪ Tyler will provide a written agenda and notice of any prerequisites to the City project manager(s) ten
(10) business days or as otherwise mutually agreed upon time frame prior to any scheduled on-site or
remote sessions, as applicable.
▪ Tyler will provide guidance for configuration and processing options available within the Tyler
software. If multiple options are presented by Tyler, the City is responsible for making decisions
based on the options available.
▪ Implementation of new software may require changes to existing processes, both business and
technical, requiring the City to make process changes.
▪ The City is responsible for defining, documenting, and implementing their policies that result from
any business process changes.
Organizational Change Management
Unless otherwise contracted by Tyler, City is responsible for managing Organizational Change. Impacted City
resources will need consistent coaching and reassurance from their leadership team to embrace and accept
the changes being imposed by the move to new software. An important part of change is ensuring that
impacted City resources understand the value of the change, and why they are being asked to change.
Resources and Scheduling
▪ City resources will participate in scheduled activities as assigned in the Project Schedule.
▪ The City team will complete prerequisites prior to applicable scheduled activities. Failure to do so
may affect the schedule.
▪ Tyler and the City will provide resources to support the efforts to complete the Project as scheduled
and within the constraints of the Project budget.
▪ Abbreviated timelines and overlapped Phases require sufficient resources to complete all required
work as scheduled.
▪ Changes to the Project Schedule, availability of resources or changes in Scope will be requested
through a Change Request. Impacts to the triple constraints (scope, budget, and schedule) will be
assessed and documented as part of the change control process.
▪ The City will ensure assigned resources will follow the change control process and possess the
required business knowledge to complete their assigned tasks successfully. Should there be a change
in resources, the replacement resource should have a comparable level of availability, change control
process buy-in, and knowledge.
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▪ The City makes timely Project related decisions to achieve scheduled due dates on tasks and prepare
for subsequent training sessions. Failure to do so may affect the schedule, as each analysis and
implementation session is dependent on the decisions made in prior sessions.
▪ The City will respond to information requests in a comprehensive and timely manner, in accordance
with the Project Schedule.
▪ The City will provide adequate meeting space or facilities, including appropriate system connectivity,
to the project teams including Tyler team members.
▪ For on-site visits, Tyler will identify a travel schedule that balances the needs of the project and the
employee.
Data
▪ Data will be converted as provided and Tyler will not create data that does not exist.
▪ The City is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy
data.
▪ Tyler will work closely with the City representatives to identify business rules before writing the
conversion. The City must confirm that all known data mapping from source to target have been
identified and documented before Tyler writes the conversion.
▪ All in-scope source data is in data extract(s).
▪ Each legacy system data file submitted for conversion includes all associated records in a single
approved file layout.
▪ The City will provide the legacy system data extract in the same format for each iteration unless
changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget and
resource availability may occur and/or data in the new system may be incorrect.
▪ The City Project Team is responsible for reviewing the converted data and reporting issues during
each iteration, with assistance from Tyler.
▪ The City is responsible for providing or entering test data (e.g., data for training, testing interfaces,
etc.)
Facilities
▪ The City will provide dedicated space for Tyler staff to work with City resources for both on-site and
remote sessions. If Phases overlap, City will provide multiple training facilities to allow for
independent sessions scheduling without conflict.
▪ The City will provide staff with a location to practice what they have learned without distraction. f
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Glossary
Word or Term Definition
Acceptance Confirming that the output or deliverable is suitable and
conforms to the agreed upon criteria.
Accountable The one who ultimately ensures a task or deliverable is
completed; the one who ensures the prerequisites of the task are
met and who delegates the work to those responsible. [Also see
RACI]
Application A computer program designed to perform a group of coordinated
functions, tasks, or activities for the benefit of the user.
Application Programming Interface (API) A defined set of tools/methods to pass data to and received data
from Tyler software products
Agreement This executed legal contract that defines the products and
services to be implemented or performed.
Business Process The practices, policy, procedure, guidelines, or functionality that
the client uses to complete a specific job function.
Business Requirements Document A specification document used to describe Client requirements
for contracted software modifications.
Change Request A form used as part of the Change Control process whereby
changes in the scope of work, timeline, resources, and/or budget
are documented and agreed upon by participating parties.
Change Management Guides how we prepare, equip and support individuals to
successfully adopt change in order to drive organizational success
& outcomes
Code Mapping [where applicable] An activity that occurs during the data conversion process
whereby users equate data (field level) values from the old
system to the values available in the new system. These may be
one to one or many to one. Example: Old System [Field = eye
color] [values = BL, Blu, Blue] maps to New Tyler System [Field =
Eye Color] [value = Blue].
Consulted Those whose opinions are sought, typically subject matter
experts, and with whom there is two-way communication. [Also
see RACI]
Control Point This activity occurs at the end of each stage and serves as a
formal and intentional opportunity to review stage deliverables
and required acceptance criteria for the stage have been met.
Data Mapping [where applicable] The activity determining and documenting where data from the
legacy system will be placed in the new system; this typically
involves prior data analysis to understand how the data is
currently used in the legacy system and how it will be used in the
new system.
Deliverable A verifiable document or service produced as part of the Project,
as defined in the work packages.
Go-Live The point in time when the Client is using the Tyler software to
conduct daily operations in Production.
Informed Those who are kept up-to-date on progress, often only on
completion of the task or deliverable, and with whom there is
just one-way communication. [Also see RACI]
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Infrastructure The composite hardware, network resources and services
required for the existence, operation, and management of the
Tyler software.
Interface A connection to and potential exchange of data with an external
system or application. Interfaces may be one way, with data
leaving the Tyler system to another system or data entering Tyler
from another system, or they may be bi-directional with data
both leaving and entering Tyler and another system.
Integration A standard exchange or sharing of common data within the Tyler
system or between Tyler applications
Legacy System The software from which a client is converting.
Modification Custom enhancement of Tyler’s existing software to provide
features or functions to meet individual client requirements
documented within the scope of the Agreement.
On-site Indicates the work location is at one or more of the client’s
physical office or work environments.
Organizational Change The process of changing an organization's strategies, processes,
procedures, technologies, and culture, as well as the effect of
such changes on the organization.
Output A product, result or service generated by a process.
Peripheral devices An auxiliary device that connects to and works with the computer
in some way. Some examples: scanner, digital camera, printer.
Phase A portion of the Project in which specific set of related
applications are typically implemented. Phases each have an
independent start, Go-Live and closure dates but use the same
Implementation Plans as other Phases of the Project. Phases may
overlap or be sequential and may have different Tyler resources
assigned.
Project The delivery of the software and services per the agreement and
the Statement of Work. A Project may be broken down into
multiple Phases.
RACI A matrix describing the level of participation by various roles in
completing tasks or Deliverables for a Project or process.
Individuals or groups are assigned one and only one of the
following roles for a given task: Responsible (R), Accountable (A),
Consulted (C), or Informed (I).
Remote Indicates the work location is at one or more of Tyler’s physical
offices or work environments.
Responsible Those who ensure a task is completed, either by themselves or
delegating to another resource. [Also see RACI]
Scope Products and services that are included in the Agreement.
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Solution The implementation of the contracted software product(s)
resulting in the connected system allowing users to meet Project
goals and gain anticipated efficiencies.
Stage The top-level components of the WBS. Each Stage is repeated for
individual Phases of the Project.
Standard Software functionality that is included in the base software (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
Conversion
Enterprise ERP Conversion Summary
Accounting COA
▪ Chart of Accounts segments, objects, character codes, project codes (if applicable), organization
codes (if applicable), control accounts budget rollups, fund attributes, due to/due from accounts
▪ Requires the use of a Tyler provided spreadsheet for design and entry of the data to be converted
Accounting - Actuals
▪ Summary account balances
▪ Up to 3 years
Accounting - Budgets
▪ Original budget, budget adjustments, revised budget summaries for accounts
▪ Up to 3 years
Accounts Payable Master
▪ Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers
▪ Multiple remittance addresses
▪ Year-to-date 1099 amounts
Accounts Payable - Checks
▪ Check header data including vendor, warrant, check number, check date, overall check amount, GL
cash account and clearing information
▪ Check detail data including related document and invoice numbers for each check
▪ Up to 5 years
Accounts Payable - Invoices
▪ Invoice header data containing general information for the invoice
▪ Invoice detail data containing line-specific information for the invoice
▪ Up to 5 years
Contracts
▪ Contract header detail with many fields available to convert including fiscal year and period, vendor
number, department code, description, enforcement method code, dates for award, approval, entry
and expiration, retention information, user-defined type and review codes, status code, user id for
entry and approver. Additional fields are also available. A balance forward contract amount is
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converted, if original amount is required there will be an additional charge and contracts, po’s and
invoices must be converted together.
Purchase Orders
▪ Open purchase orders header data including vendor, buyer, date, accounting information, etc.
▪ Open purchase orders detail data including line-item descriptions, quantities, amounts, etc.
Project Grant Accounting
▪ Segments, account strings and fund string allocation table
▪ Requires the use of a Tyler provided (Chart of Accounts) spreadsheet for design and entry of the data
to be converted
Project Grant Accounting - Actuals
▪ Summary project ledger string balances. If linking to GL, must be converted at the same time.
▪ Up to 3 years
Project Grant Accounting – Budget
▪ Original project ledger budget amounts. If linking to GL, must be converted at the same time.
▪ Up to 3 years
Payroll
▪ Payroll Employee Master data including data such as name, address, SSN, legacy employee ID, date of
birth, hire date, activity status (such as active/inactive), leave/termination code and date, phone(s), e-
address, marital status, gender, race, personnel status (such as full-time, part-time, etc.), highest
degree, advice-delivery (print/email/both) and check location, plus primary group, job, location, and
account information
Payroll – Certifications
▪ Certification area and certification type codes, certification number and effective date, expiration
date, and required-by date, codes for certification level and subjects
Payroll – Education
▪ Codes, for institution, type of degree, and area(s) of study
Payroll – PM Action History
▪ A variety of Personnel actions, such as job or salary changes and dates these events occurred.
▪ Up to 5 years
Payroll – Position Control
▪ Position, description, status, job code, bargaining group, location, number of employees allowed for
each, FTE percentage, GL account, and max/min grade and step
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Payroll – Recruiting
▪ Application requisition applicant master data, plus applicant references, certifications, education,
skills, tests, work history, and interviews
Payroll – Accrual Balances
▪ Employee Accrual Balances including Vacation, Holiday, and other Leave balances
▪ Start of year balance, earned to date, used to date
Payroll – Accumulators
▪ YTD, QTD, MTD amounts for employee pay and deductions
▪ Needed for mid-calendar-year go-live
▪ May not be needed if converting earnings/deductions history
▪ Up to 5 years
Payroll – Check History
▪ Up to 5 years, additional years must be quoted. We convert amounts for earnings and deductions in
employee check history, check number and date.
Payroll – Earning/Deduction Hist.
▪ Up to 5 years, additional years must be quoted. Earning and deduction history broken down my
individual codes (earnings and deduction) and amounts per pay period, the detail of these lines, sums
the check history in opt 4.
Payroll - Deductions
▪ Employee Deductions - including employee ID, deduction codes, tax information, and direct deposit
information
Payroll – State Retirement Tables
▪ Specific state-required data, plus related service years information, when appropriate
▪ Needed for some states
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Additional Appendices
Intentionally left blank.
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Project Timeline
ERP Project Timeline
The Project Timeline establishes a target duration for each phase of the project. The timeline needs to
account for resource availability, business goals, size and complexity of the project, and task duration
requirements. These will be reviewed and adjusted, if needed, during the Initiate and Plan Stage. Refer to
the Project Stages section of this SOW for information on work packages associated with each stage of the
implementation. Durations may be revised when the Agreement is signed and further refined during the
project.
Eden to Enterprise ERP project start dates are dependent on wave availability. Waves are a common
implementation start month for a group of Eden clients. Each wave has a designated number of slots
available for clients to sign up – once those slots are full you must choose an alternate wave with availability.
A signed agreement is required to reserve a spot in a specific wave.
Phase Functional Areas Software Modules Duration
1 Enterprise ERP Financials
(powered by Munis)
• Accounting • Accounts Payable • Budgeting • Capital Assets • Cash Management • Contract Management • eProcurement • Project & Grant Accounting • Purchasing • Accounts Receivable • Cashiering • General Billing • Resident Access • Inventory • ACFR Statement Builder
12 months
1 Enterprise ERP Productivity • Enterprise Forms Processing • Content Manager Core • Enterprise Analytics and Reporting w
Executive Insights • Open Finance
Included in Phase 1
2 Enterprise ERP Human Capital Management
(powered by Munis) • Payroll with Employee Access • Human Resources & Talent
Management • Time & Attendance – Up to 250
Employees • Time & Attendance Mobile Access
12 months
Intentionally left blank.
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Exhibit F
1
Exhibit F
Data & Insights SaaS Services Terms of Service
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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Exhibit F
2
Data & Insights SaaS Services Terms of Service
Last Updated: April 4, 2022
This Data & Insights SaaS Services Terms of Services governs your use of the following solutions:
Assessment Connect
Open Assessment
Enterprise Permitting & Licensing Business Management Feeds
Enterprise Permitting & Licensing Community Development Feeds
Data & Insights- Enterprise Permitting & Licensing Executive Insights (Comm Dev)
Data & Insights Citizen Connect
Economic Intelligence
Enterprise ERP Analytics & Reporting w Executive Insights
Data & Insights Capital Project Explorer
Data & Insights Citizen Connect
Data & Insights Open Data
Data & Insights Open Finance
Economic Intelligence
Executive Insights, ERP
Court Insights
eFile Insights
Probation/Pre-Trial Insights
Open Finance
Executive Insights (Future)
Economic Intelligence
Law Enforcement Explorer
Citizen Connect
Law Enforcement Analytics
Performance Dashboards
WHEREAS, Tyler has designed, developed, purchased or configured certain computer software systems
which Tyler has designated as Data & Insights SaaS Services and has used such software in support of
commercial and government programs; and
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WHEREAS, Client desires to acquire from Tyler and Tyler wishes to grant to Client a non-exclusive license
to use the Data & Insights SaaS Services as further defined, permitted, conditioned, and restricted
below.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, and in consideration of covenants and obligations
hereinafter set forth, the Parties agree to be bound by the terms and conditions as follows:
These Data & Insights SaaS Services Terms of Service govern the use and license rights associated with
the Data & Insights SaaS Services. The parties are referred to herein individually as Party or collectively
as Parties. Capitalized terms used in these Data & Insights SaaS Services Terms of Service but not
defined herein are defined in the Base Agreement or other agreement with us governing your use of the
Tyler software and services.
SECTION A – DEFINITIONS
• “Base Agreement” means the agreement executed by you and Tyler to which you are adding
Data & Insights SaaS Services through signature upon an Order Form. For the avoidance of
doubt, a Base Agreement is not an agreement signed by an entity Tyler acquired.
• “API” means application-programming interface.
• “Client Data” means data, datasets, files, information, content and links uploaded or provided
by Client through the use of the Data & Insights SaaS Services but excluding Third-Party Services.
• “Confidential Information” means nonpublic information that a reasonable person would
believe to be confidential and includes, without limitation, personal identifying information
(e.g., Social Security numbers) and trade secrets, each as defined by applicable state law.
• “Dataset” means physical collection of information, typically modeled as a table of rows and
columns of data.
• “Data Storage” means the contracted amount of storage capacity for your Client Data.
• “Effective Date” means the date subscription start date identified in the Order Form or
Purchase Order.
• “External API Calls” means any request made by a user that is not logged in against a SaaS
Service.
• “Monthly Active Users” or “Users” used interchangeably, means a user that is logged in and
accesses the Data & Insights SaaS Services.
• “Order Form” or “Purchase Order” means an ordering document, referencing or including a
Quote or Investment Summary, specifying the Data & Insights SaaS Services and any
Professional Services to be provided hereunder that is entered into between Client and Tyler,
including any addenda and supplements thereto.
• "Quote" or “Investment Summary” means an estimate provided by Tyler for the SaaS Services
or Professional Servicesr.
• “Data & Insights SaaS Services” means the Data & Insights off the shelf, cloud-based software
service and related services, including support services, as specified under this Data & Insights
SaaS Services Terms of Service. Data & Insights SaaS Services do not include support of an
operating system or hardware, support outside of our normal business hours, or training,
consulting, or other professional services.
• “Data & Insights Agreement” means this Data & Insights SaaS Services Terms of Service and any
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special conditions agreed to by the Parties and included in the Order Form.
• “Third-Party Data” means an aggregated dataset solution by a third-party data provider and
shall be treated as Confidential Information.
• “Third-Party Data Purpose” means to use the Third-Party Data alone or in conjunction with
other intelligence, data, or logic for internal modeling, targeting, measurement, and internal
reporting solely for the benefit of the Client.
• “Third-Party Services” means if any, third-party web-based services, content, or platforms,
including but not limited to third party stock photos and third-party map location services,
which are available at no additional charge to you through the Data & Insights SaaS Services.
• “Updates” means any enhancements, additions, new releases, bug fixes, patches, modifications
or other error corrections of or to the SaaS Software or Third-Party Data licensed to Client that
Tyler generally makes available free of charge to licensees of the solutions.
• “we”, “us”, “our” and similar terms mean Tyler.
• “you” and similar terms mean Client.
SECTION B – DATA & INSIGHTS SAAS SERVICES
1. Rights Granted. As of the Effective Date, Tyler grants to Client the non-exclusive, non-assignable
limited right to use the SaaS Services on a subscription basis according to the terms of the Base
Agreement and this Data & Insights Agreement. The SaaS Services will be made available to Client
according to the terms of the applicable Service Level Agreement. Client may use the SaaS Services
to access Updates and enhancements to the SaaS Services, as described in herein. Unless otherwise
terminated, Client’s right to access or use the SaaS Services will terminate at the end of the
subscription period defined in the Order Form or Base Agreement, as applicable.
2. SaaS Fees and Usage Limits. Client agrees to pay the fees identified in the Order Form in accordance
with Tyler’s Invoicing and Payment Policy. Client acknowledges that continued access to the Data &
Insights SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay
the SaaS Fees, we may discontinue your access to the Data & Insights SaaS Services. We may also
terminate this Data & Insights Agreement if you don’t cure such failure to pay within forty-five (45)
days of receiving written notice of our intent to terminate. During the subscription period, Tyler
reserves the right to exercise the usage limits set forth in the Order Form. If Client exceeds the
contractual usage limits, Tyler may work with Client to seek to reduce Client’s usage so that it
conforms to that limit. If Client is unable or unwilling to abide by a contractual usage limit, or if
Client wishes to increase usage limits, it will require a written contract amendment, modification, or
Client will execute an Order Form for increased usage limits.
3. Ownership and Reservation of Rights.
a. This Data & Insights Agreement does not provide Client with title or ownership of the Data &
Insights SaaS Services, or Third-Party Data, but only a right of limited use as further delineated
herein. The SaaS Services, other services, workflow processes, user interface, designs, and other
technologies provided by Tyler pursuant to this Data & Insights Agreement are the proprietary
property of Tyler and its licensors. All right, title and interest in and to such items, including all
associated intellectual property rights, remain only with Tyler. Tyler reserves all rights unless
otherwise expressly granted in this Data & Insights Agreement. Client may not remove or modify
any proprietary marking or restrictive legends from items or services provided under this
Agreement. Third-Party Data vendors also retain ownership, title and all rights and interest,
including, without limitation, Intellectual Property Rights in and to their own respective
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software, data, and documentation.
b. When Client uploads or provides Client Data through the use of the Data & Insights SaaS
Services, Client grants to Tyler a non-exclusive, worldwide, royalty-free, sub-licensable, and
transferable license during the subscription period to use, reproduce, publicly display, distribute,
modify, create derivative works of, index, and translate the Client Data as needed in response
to, and as directed by, a User’s use of the Data & Insights SaaS Services and as needed for the
compliance of this Data & Insights Agreement and for the purpose of providing analytics to a
User.
c. Tyler may access and develop derivative data assets and insights based on combined,
aggregated, anonymized views of Client Data, that Client has not made publicly available, for the
purposes of providing new features and functionality, and performing aggregated statistical
analysis by providing benchmarks and models.
d. Client retains all ownership and intellectual property rights to the Client Data. Client expressly
recognizes that except to the extent necessary to carry out our obligations contained in this
Data & Insights Agreement, Tyler does not create or endorse any data used in connection with
the Data & Insights SaaS Services.
e. If Client provides feedback, information, and/or or suggestions about the Data & Insights SaaS
Services, or any other services provided hereunder, then Tyler (and those it allows to use its
technology) may use such feedback, information, and/or suggestions under a royalty-free, paid-
up, and irrevocable license without obligation to Client.
4. Restrictions.
a. You may not: (a) except as explicitly provided for herein, make the Data & Insights SaaS Services
or Documentation resulting from the Data & Insights SaaS Services available in any manner to
any third party for use in the third party’s business operations; (b) modify, make derivative
works of, disassemble, reverse compile, or reverse engineer any part of the Data & Insights SaaS
Services; (c) access or use the Data & Insights SaaS Services in order to build or support, and/or
assist a third party in building or supporting, products or services competitive to us; (d) license,
sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit
timesharing or service bureau use, or otherwise commercially exploit or make the Data &
Insights SaaS Services or Documentation available to any third party other than as expressly
permitted by this Data & Insights Agreement; (e) use the Data & Insights SaaS Services to store
or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable,
unlawful or tortious material, or to store or transmit material in violation of third party rights; (f)
interfere with or disrupt the integrity or performance of the Data & Insights SaaS Services
(including without limitation, vulnerability scanning, penetration testing or other manual or
automated simulations of adversarial actions, without Tyler’s prior written consent); or (g)
attempt to gain unauthorized access to the Data & Insights SaaS Services or its related systems
or networks.
b. Client acknowledges and understands that the Data & Insights SaaS Services are not designed to
serve as the system of record and shall not be used in a manner where the interruption of the
Data & Insights SaaS Services could cause personal injury (including death) or property damage.
The Data & Insights SaaS Services are not designed to process or store data protected under the
Family Education Rights and Privacy Act (“FERPA”), data from Criminal Justice Information
Services (“CJIS”), or other sensitive data, and by using the Data & Insights SaaS Services, Client
acknowledges and agrees that Client is using the Data & Insights SaaS Services at Client’s own
risk and that Client is solely responsible for use of data with the Data & Insights SaaS Services in
any manner that is contrary to the uses for which the Data & Insights SaaS Services are designed
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and offered for use in this Agreement. If Client intends to use the Data & Insights SaaS Services
to store or transmit Protected Health Information (PHI), then the Parties will scope the
additional usage and it will require a written contract amendment and will include a mutually
agreeable Business Associate Agreement.
c. Although we have no obligation to screen, edit or monitor the Client Data or Public User content
posted on Data & Insights SaaS Services, if, in our reasonable judgment, we discover your use of
the Data & Insights SaaS Services threatens the security, integrity, stability, or availability of the
Data & Insights SaaS Services, or is otherwise in violation of this Data & Insights Agreement, we
may temporarily suspend the Data & Insights SaaS Services, or User access thereto. Unless
Client has conducted penetration testing or unscheduled performance testing, Tyler will use
commercially reasonable efforts to provide Client with notice and an opportunity to remedy
such violation or threat prior to such suspension. Any penetration testing or unscheduled
performance testing conducted by Client will result in immediate suspension of the Data &
Insights SaaS Services.
5. Access and Usage by Internal Client Users and Contractors. You may allow your internal users and
third party contractors to access the Data & Insights SaaS Services and any technical or policy
controls, in compliance with the terms of this Data & Insights Agreement, which access must be for
your sole benefit. You are responsible for the compliance with this Data & Insights Agreement by
your internal users and contractors.
6. Your Responsibilities. Client (a) must keep its passwords secure and confidential; (b) is solely
responsible for all activity occurring under its account; (c) must use commercially reasonable efforts
to prevent unauthorized access to its account and notify Tyler promptly of any such unauthorized
access; (d) may use the Data & Insights SaaS Services only in accordance with the Documentation;
and (e) shall comply with all federal, state and local laws, regulations and policies of Client, as to its
use of the Data & Insights SaaS Services, Client Data, and instructions to Tyler regarding the same.
7. Client Data Backup. The data on the Data & Insights Platform is a copy of Client Data. Any laws and
regulations governing Client for retention of Client Data remains Client’s responsibility. CLIENT IS
SOLELY RESPONSIBLE FOR BACKING UP CLIENT DATA unless otherwise specially agreed in writing
between Tyler and Client in the Tyler hosting Agreement.
8. Return of Client Data. Upon request, Tyler will make the Data & Insights SaaS Services available to
Client to export Client Data for a period of sixty (60) days following the termination of this Data &
Insights Agreement. After such sixty (60) day period has expired, we have no obligation to maintain
Client Data and may destroy the Client Data.
9. Data Security Measures. In order to protect your Confidential Information, we will: (a) implement
and maintain all reasonable security measures appropriate to the nature of the Confidential
Information including without limitation, technical, physical, administrative and organizational
controls, and will maintain the confidentiality, security and integrity of such Confidential
Information; (b) implement and maintain industry standard systems and procedures for detecting,
mitigating, and responding to attacks, intrusions, or other systems failures and regularly test or
otherwise monitor the effectiveness of the safeguards' key controls, systems, and procedures; (c)
designate an employee or employees to coordinate implementation and maintenance of its Security
Measures (as defined below); and (d) identify reasonably foreseeable internal and external risks to
the security, availability, confidentiality, and integrity of Confidential Information that could result in
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the unauthorized disclosure, misuse, alteration, destruction or other compromise of such
information, and assess the sufficiency of any safeguards in place to control these risks (collectively,
Security Measures). Client acknowledges and agrees that Tyler’s obligations with respect to Security
Measures is subject to Client Restrictions herein.
10. Notice of Data Breach. If Tyler knows that Confidential Information has been accessed, disclosed, or
acquired without proper authorization and contrary to the terms of this Data & Insights Agreement,
we will alert Client of any such data breach in accordance with applicable law, and take such actions
as may be necessary to preserve forensic evidence and return the Data & Insights SaaS Services to
standard operability. If so required, Tyler will provide notice in accordance with applicable federal or
State data breach notification laws.
11. Confidentiality. In the absence of a corresponding provision in the Base Agreement, the following
provision shall apply:
Each party agrees that it will not disclose any Confidential Information of the other party and further
agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or
agents. The confidentiality covenants contained herein will survive the termination or cancellation
of this Data & Insights Agreement. This obligation of confidentiality will not apply to information
that:
a. is in the public domain, either at the time of disclosure or afterwards, except by breach of
this Data & Insights Agreement by a party or its employees or agents;
b. a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
c. a party receives from a third party who has a right to disclose it to the receiving party; or
d. is the subject of a legitimate disclosure request under the open records laws or similar
applicable public disclosure laws governing this Data & Insights Agreement; provided,
however, that in the event you receive an open records or other similar applicable request,
you will give us prompt notice and otherwise perform the functions required by applicable
law.
SECTION C – WARRANTY
1. SaaS Services Warranty. Tyler warrants to Client that the functionality or features of the Data &
Insights SaaS Services will substantially perform as communicated to Client in writing, or their
functional equivalent, but Tyler has the right to update functionality. The support policies may
change but will not materially degrade during the term. Tyler may deprecate features upon at least
30 days’ notice to Client, but Tyler will use commercially reasonable efforts to support the previous
features for at least 6 months following the deprecation notice. The deprecation notice will be
posted at https://support.socrata.com.
SECTION D – THIRD-PARTY SERVICES
1. Third -Party Services. Client may be provided with access and usage of Third-Party Services through
use of the Data & Insights SaaS Services. Client may use the Third-Party Services at Client’s election,
but Client must agree to such Third-Party Service contracts if Client chooses to use those Third-Party
Services. Third-Party Services will be solely governed by such Third-Party Service contracts and use
may include separate fees and charges.
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2. Disclaimer. You acknowledge that we are not the provider of any Third-Party Services. We do not
warrant or guarantee the performance of the Third-Party Services.
SECTION F – TERM
1. Term. Unless the Data & Insights SaaS Services are acquired through a Base Agreement with a
defined term for SaaS Services (in which case that term shall apply), the initial term of the Data &
Insights Agreement is forth in the Order Form. Unless expressly indicated otherwise in the Order
Form, this Data & Insights Agreement and the subscription to the Data & Insights SaaS Services will
renew automatically for additional one (1) year renewal terms unless terminated in writing by either
party at least sixty (60) days prior to the end of the then-current renewal term. Your right to access
or use the Data & Insights SaaS Services or Third-Party Data will terminate at the end of this Data &
Insights Agreement.
SECTION G –LIMITATION OF LIABILITY
1. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS DATA & INSIGHTS
AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY
DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR
CONDITIONS OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. WHILE TYLER
TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE
DATA & INSIGHTS SAAS SERVICES, TYLER DOES NOT GUARANTEE THAT THE DATA & INSIGHTS
SAAS SERVICES CANNOT BE COMPROMISED. YOU UNDERSTAND THAT THE DATA & INSIGHTS SAAS
SERVICES MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
2. LIMITATION OF LIABILITY. Unless the Data & Insights SaaS Services are acquired through a Base
Agreement with a Limitation of Liability clause (in which case that term shall apply), OUR LIABILITY
FOR DAMAGES ARISING OUT OF THIS DATA & INSIGHTS AGREEMENT, WHETHER BASED ON A
THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE
LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED THE THEN-CURRENT ANNUAL DATA
& INSIGHTS SAAS FEES PAYABLE BY YOU. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE
PRICES SET FORTH IN THIS DATA & INSIGHTS AGREEMENT ARE SET IN RELIANCE UPON THIS
LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW,
THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF
AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT
APPLY TO THE INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT.
3. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
SECTION H –Additional Terms and Conditions for Data & Insights SaaS Services with Open Data
functionality
1. Tyler may make certain other Tyler Applications available to Client. The use of Open Assessment,
Data & Insights Citizen Connect, Data & Insights Capital Project Explorer, Sorata Citizen Connect,
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Data & Insights Open Data, Data & Insights Open Finance, Open Finance, and/or X-Connect
Applications, either alone or in connection with the Data & Insights SaaS Services, is governed by
this Data & Insights Agreement and the Agreement. Client must also comply with the following
terms and conditions when using the above named Applications.
2. The Data & Insights SaaS Services may provide you with functionality to make all or part of Client
Data available to the general public through one or more public facing websites. If the functionality
is provided, then Client determines which Client Data is shared publicly, and Client is solely
responsible for determining the online terms of use and licenses relative to the use by public users
(“Public User”) of Client Data, and the enforcement thereof. Client is responsible to ensure all Users
comply with the terms and conditions of this Amendment. Once an internal user makes Client Data
publicly available using the Data & Insights SaaS Services, Tyler has no control over a Public User’s
use, distribution, or misuse of Client Data. Tyler has no liability or obligation to indemnify for such
usage. If the Data & Insights SaaS Services provide you with this functionality, then Users have the
ability within the Data & Insights SaaS Services to remove the public permissions applied to Client
Data.
3. Tyler reserves the right to develop derivative data assets based on Client Data that exists in the
public domain. Tyler may use, index, disclose, commercialize, and transfer the derivative data assets
for any lawful purpose, including but not limited to: aggregating and summarizing data; normalizing,
standardizing and concatenating data to create new regional or national data assets; and developing
key performance indicators and benchmarks.
4. APIs. The Data & Insights SaaS Services may provide access to the applicable application-
programming interface (“API”) as part of the Data & Insights SaaS Services under the terms of this
Data & Insights Agreement. Subject to the other terms of this Data & Insights Agreement and if the
Data & Insights SaaS Services provides access to the APIs, Tyler grants Client a non-exclusive,
nontransferable, terminable license to interact only with the SaaS Services as allowed by the current
APIs.
a. Client may not use the APIs in a manner--as reasonably determined by Tyler--that exceeds
the purposes defined in the Amendment Investment Summary, constitutes excessive or
abusive usage, or fails to comply with any part of the APIs. If any of these occur, Tyler can
suspend or terminate Client’s access to the APIs on a temporary or permanent basis.
b. Tyler may change or remove existing endpoints or fields in API results upon at least 30 days’
notice to Client, but Tyler will use commercially reasonable efforts to support the previous
version of the APIs for at least 6 months from deprecation notice. Tyler may add new
endpoints or fields in API results without prior notice to Client.
c. The APIs may be used to connect the SaaS Services to certain hosted or on premise software
applications not provided by Tyler (“Non-Tyler Applications”). Client is solely responsible for
development, license, access to and support of Non-Tyler Applications, and Client’s
obligations under this Data & Insights Agreement are not contingent on access to or
availability of any Non-Tyler Application.
d. Any open source code provided is provided as a convenience to you. Such open source code
is provided AS IS and is governed by the applicable open source license that applies to such
code; provided, however, that any such open source licenses will not materially interfere or
prohibit Client’s limited right to use the SaaS Services for its internal business purposes.
SECTION I –Additional Terms and Conditions for Third-Party Data Vendor Solutions/Applications
1. Tyler may make certain Third-Party Data Vendor Applications available to Client. The use of Tyler
Recovery Insights, Economic Intelligence, Small Business Revenue Metrics, Mobility Metrics,
Consumer Spending Metrics, and/or Small Business Revenue Metrics either alone or in
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connection with the Data & Insights SaaS Services is governed by this Data & Insights Agreement
and the Agreement. Client must also comply with the following terms and conditions when
using the above mentioned Applications.
2. License Grant for Third-Party Data. Any use of Third-Party Data shall be limited to the Third-
Party Data Purpose. Third-Party Data vendors also retain ownership, title and all rights and
interest, including, without limitation, Intellectual Property Rights in and to their own respective
software, data, and documentation.
3. Restrictions for Third-Party Data.
a. Client shall not at any time, directly or indirectly: (i) copy, modify, or create derivative
works of the Third-Party Data, in whole or in part; (ii) rent, lease, lend, sell, sublicense,
assign, distribute, publish, transfer, or otherwise make available the Third-Party Data;
(iii) re-identify, reverse engineer, disassemble, decompile, decode, adapt, or otherwise
attempt to derive or gain access to the source code of the Third-Party Data, in whole or
in part; (iv) remove any proprietary notices from the Third-Party Data; (v) use the Third-
Party Data in any manner or for any purpose that infringes, misappropriates, or
otherwise violates any intellectual property right or other right of any person, or that
violates any applicable Law; or (vi) make Third-Party Data available to for use or access
to anyone other than Client.
b. Client shall not publicly publish the dashboards that contain the Third-Party Data, but
Client may publicly publish visualizations from the aggregate summary data.
c. Client shall not remove any copyright or other proprietary notice or legend contained or
included in Third-Party Data.
d. Client expressly permits Tyler to share with the Third-Party Data providers Client’s
name, subscription term dates, applicable costs and fees for the Third-Party Data SKU(s)
that Client subscribes to.
e. Upon termination of the Agreement, or of a subscription that contains Third-Party Data,
Client shall remove and destroy all copies of Third-Party Data.
f. If any Third-Party Data is the subject of a legitimate disclosure request under the open
records laws or similar applicable public disclosure laws governing the Agreement;
Client will give Tyler prompt notice and otherwise perform the functions required by
applicable law.
g. Client shall not use the Third-Party Data to attempt to identify behavior of a known
individual for any reason.
h. Client acknowledges and agrees that if the Third-Party Data includes SafeGraph data, up
to .05% of the data will be salted data or seeds used to fingerprint the data provided to
Client.
4. Updates. Tyler may in its sole discretion provide Updates to the Third-Party Data or replace with
functionally equivalent.
5. Third-Party Data Warranty. TYLER DOES NOT WARRANT THE CORRECTNESS,
COMPLETENESS, OR CURRENTNESS OF THE THIRD-PARTY DATA OR THAT
THE FUNCTIONS PERFORMED BY THE THIRD-PARTY DATA WILL MEET
CLIENT’S REQUIREMENTS, THAT THE THIRD-PARTY DATA WILL BE ERROR
FREE, OR THAT ALL THIRD-PARTY DATA DEFECTS ARE CORRECTABLE. THE
FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, THE THIRD-PARTY DATA IS PROVIDED “AS IS”.
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