HomeMy WebLinkAboutR-2023-066 Resolution awarding and authorizing an agreement with Tyler Technologies for Payroll Enterprise ERP SoftwareRESOLUTION NO. R-2023-066
A RESOLUTION awarding and authorizing an agreement with Tyler Technologies for
Payroll Enterprise ERP Software.
WHEREAS, the City of Yakima is a member of Sourcewell (formerly known as National
Joint Powers Alliance) ("Sourcewell") under member number 203429; and
WHEREAS, Tyler participated in the competitive bid process in response to Sourcewell
RFP #090320 by submitting a proposal, on which Sourcewell awarded Tyler a Sourcewell
contract, numbered 090320-TTI (hereinafter, the "Sourcewell Contract"); and
WHEREAS, documentation of the Sourcewell competitive bid process, as well as Tyler's
contract with and pricing information for Sourcewell is available at https://sourcewell-
mn.gov/cooperativepurchasing/; and
WHEREAS, the City of Yakima desires to purchase off the Sourcewell Contract to
procure Enterprise ERP software functionality from Tyler, which Tyler agrees to deliver pursuant
to the Sourcewell Contract and under the terms and conditions as found in agreement; and
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,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute an Agreement with Tyler
Technologies for Enterprise ERP Software, attached hereto and incorporated herein by this
reference.
ADOPTED BY THE CITY COUNCIL this 2nd day of May, 2023.
ATTEST:
yA‘MA
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ar Tee, City Clerk
tA A' IA (DA
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/ Janice Deccio, Ma
SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client is a member of Sourcewell (formerly known as National Joint Powers Alliance)
("SourceweU^)under member number 203429.
WHEREAS, Tyler participated in the competitive bid process in response to Sourcewell RFP #090320 by
submitting a proposal, on which Sourcewell awarded Tyler a Sourcewell contract, numbered 090320-TTI
(hereinafter,the ^5ourcexxeU[ontract");
WHEREAS, documentation ufthe SouroeweUcompetitive bid process, aswell as Tyler's contract with
and pricing information for SuurceweUioavailable at
and
WHEREAS, Client desires to purchase off the Sourcewell Contract to procure Enterprise ERP software
functionality from Tyler, which Tyler agrees to deliver pursuant to the Sourcewell Contract and under
the terms and conditions set forth below;
WHEREAS, Client selected Tyler toprovide certain products and services set forth inthe 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, inconsideration ofthe foregoing and ofthe mutual covenants and promises set forth
in this Agreement, Tyler and Client agree as follows:
SECTION A — DEFINITIONS
• "Agreemment"means this Software asaService Agreement.
• "Business Travel Policy" means our business travel policy. Acopy ofour current Business Travel
Policy isattached asSchedule ltnExhibit B.
• "C|ient"means City ofYakima, Washington.
• °Data"means your data necessary toutilize the Tyler Software.
� "Data Storage Capacity" means the contracted amount of storage capacity for your Data
identified inthe Investment Summary.
m. "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 inour 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
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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 oyindicated inthe Investment Summary.
• "Developer" means a third party who owns the intellectual property rights to Third Party
5oftvvave.
~ "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 orself-help documentation.
• "Effective Date" means the date by which both your and our authorized representatives have
signed the Agreement.
* "Force Majeure" means an event beyond the reasonable control of you or us, including, without
limitation, governmental action, war, riot or civil commotion, fire, natural disaster, orany other
cause that could not with reasonable diligence be foreseen or prevented by you or us.
• "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. Acopy ofour current
Invoicing and Payment Policy isattached asExhibit B,
• "Order Form" means an ordering document that includes a quote or investment summary and
specifying the items to be provided by Tyler to Client, including any addenda and supplements
thereto.
• "SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary.
" "SaaS Services" means software as a service consisting of system administration, system
management, and system monitoring activities that Tyler performs for the Tyler Software, and
includes the right to access and use the Tyler Software, receive maintenance and support on the
Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and
archiving. SaaS Services do not include support of an operating system or hardware, support
outside of our normal business hours, or training, consulting or other professional services.
• "SLA"means the service level agreement. Acopy ofour current SLAisattached hereto as
Exhibit[.
• "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 inconnection with that implementation. The Statement ofWork 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. Acopy ofour current Support Call Process isattached ao
Schedule 1toExhibit C.
* "Third Party Hardware" means the third party hardware, if any, identified in the Investment
Summary.
m, "Third Party Products" means the Third Party Software and Third Party Hardware.
• "Third Party SaaS Services" means software as a service provided by athivd 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
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indicated atExhibit D.
� °Tyler"means Tyler Technologies, |nc,aDelaware corporation.
w "Tyler Software" means our proprietary software, including any integrations, custom
modifications , and/or other related interfaces identified in the Investment Summary and
licensed byustoyou through this Agreement.
� "oxe","us","our"and similar terms mean Tyler.
� "Vmu"and similar terms mean Client.
1. Rights Granted. VVegrant toyou the non+exc|usive 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 bemade available toyou according tothe terms ofthe 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,
asfurther described inSection [(9). The foregoing notwithstanding, tuthe extent xvehave sold you
perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are
receiving SaaS Services, your rights to use such Tyler Software are perpetual, subject to the terms
and conditions of this Agreement including, without limitation, Section B(4). VVewill make any such
software available toyou for download.
l Saa3Feea. You agree topay usthe SaaSFees. Those amounts are payable inaccordance with our
Invoicing and Payment Policy. The Saa3Fees are based onthe number ofDefined Users and amount
ofData Storage Capacity. You may add additional users oradditional data storage capacity onthe
terms set forth in Section H(l). 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 overa8e(o).
l Ownership.
Il We retain all ownership and intellectual property rights to the SaaS Services,the Tyler Software,
and anything developed byusunder this Agreement. You donot 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 toyou 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 tothe Data. You expressly recognize
that except to the extent necessary to carry out our obligations contained in this Agreement, we
donot create orendorse any Data used inconnection with the SaaSServices.
4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the 3oaS
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 outsourze' disclose, permit timesharing orservice
bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or
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Documentation available to any third party other than as expressly permitted by this Agreement.
5. Software Warranty. VVewarrant that the Tyler Software will perform without Defects during the
term of this Agreement. |fthe Tyler Software does not perform aowarranted, wewill 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.
61 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on
Standards for Attestation Engagements (^S5AE^) No. 21. We have attained' and will maintain,
SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS
Services. The scope ofaudit coverage varies for some Tyler Software solutions. Upon execution
ofamutua||yagreeab|eNon'Disc|osuneA0reement("NDA"),vvewiUproxideyouxvitha
summary ofour compliance report(s)orits equivalent. Every year thereafter, for sulong asthe
NDA is in effect and in which you make a written request, we will provide that same
information. |four SaaS Services are provided using a3rdparty data center, wewill provide
available compliance reports for that data center.
62 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.
6i3 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. |nthe event ofadata center failure, vve reserve the right tuemploy our
disaster recovery plan for resumption of the SaaS Services. In that event, we commit to
Recovery Point Objective ("RPO") of I hour 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. RTDrepresents the maximum duration of
time following data center failure within which your access to the Tyler Software must be
restored.
6.4 We conduct annual penetration testing of either the production network and/or web
application to be performed. We will maintain industry standard intrusion detection and
prevention systems to monitor malicious activity in the network and to log and block any such
activity. We will provide you with a written or electronic record of the actions taken by us in the
event that any unauthorized access to your database(s) is detected as a result of our security
protocols. VVewill undertake anadditional security audit, onterms and timing tobemutually
agreed tobythe parties, atyour written request. You may not attempt tobypass orsubvert
security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords orother 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.
65 We test our disaster recovery plan onanannual basis. Our standard testbnot diant*pecUOc,
Should you request a client -specific disaster recovery test, we will work with you to schedule
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and execute such a testonamutually agreeable schedule. Atyour written request, wewill
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 he
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.DTyler data centers are accessible onlybyauthohzedpenunne|withaunkluekeyentry.AUcther
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 nounauthorized access.
6.9 Where applicable with respect toour applications that take urprocess 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, wecomply with applicable requirements to be considered PC| DS6compliant 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://wvxvv.ty|ertech.00mo/about'
us/comp|ionce,andintheeventofanychan0einourotatuo,vviUcomp|ywithappUcab|enotime
requirements.
SECTION C — PROFESSIONAL SERVICES
1. P ro ' fessional Services. We will provide you the various implementation -related services itemized in
the Investment Summary and described inthe Statement ofWork.
Z. Professional Services Fees. You agreetopay usthe professional semicesfeesintheamuuntsset
forth inthe Investment Summary. Those amounts are payable in accordance with our Invoicing and
Payment Policy. You acknowledge that the fees stated inthe Investment Sumnmaryave0ood-faith
estimates of the amount of time and materials required for your implementation. VVewill bill you
the actual fees incurred based onthe in -scope services provided toyou. Any discrepancies inthe
total values set forth in the Investment Summary will be resolved by multiplying the applicable
hourly rate bythe quoted hours.
I Additional Services. The Investment 3ummaryoontains,andtheStatementofVVorkdeschbes the
scope ofservices and related costs (including programming and/nrinterfaceestinoates)requiredfor
the project based onour understanding ofthe specifications you supplied. |fadditional work is
required, or if you use or request additional services, we will provide you with an addendum or
change order, ayapplicable, outlining the costs for the additional work. The price quotes in the
addendum or change order will be valid for thirty (30) days from the date of the quote.
4. Cancellation. If 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
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ooyour behalf, and (b)daily fees associated with cancelled professional services ifwaare unable tu
reassign our personnel. VVewill make all reasonable efforts toreassign personnel inthe event you
cancel within two (2)weeks ofscheduled commitments.
S. Services Warranty. VVewill perform the services inaprofessional, workman|ikernanner,consbtent
with industry standards. |nthe event waprovide services that donot conform tothis warranty, we
will re -perform such services atnoadditional cost toyou.
6. Site Access and Requirements. Atnocost tous, you agree toprovide uuwith 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 atleast the past twelve (12)years, all ofour employees have undergone
criminal background checks prior tohire. All employees sign our confidentiality agreement and
security policies.
A. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative
process requiring the time and resources ufyour personnel. You agree touse 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 atleast working with
ustoschedule the implementation -related services outlined in this Agreement. We will not be
liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or
to the failure by your personnel to provide such cooperation and assistance (either through action
or omission).
9. Maintenance and Support. For solong asyou timely pay your SaaSFees according tuthe 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 inaprofessional, good, and workmanlike
manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to
any applicable release life cycle policy);
9.2 provide support during our established support hours;
9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third
Party Software, ifany, inorder toprovide 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, weuse athird-party
secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree
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to maintain a high-speed internet connection capable of connecting us to your PCs and sen/er(s). You
agree to provide us with a login account and local administrative privileges as we may reasonably
require toperform remote services. VVewill, atour option, use the secure connection toassist 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. |nsuch event, wewill
be responsible for our travel expenses, unless it is determined that the reason onsite support was
required was areason outside our control. Either way, you agree toprovide uswith full and free access
tothe Tyler Software, working space, adequate facilities within areasonable distance from the
equipment, and use of machines, attachments, features, or other equipment reasonably necessary for
ustuprovide the maintenance and support services, all atnocharge tous, VVestrongly recommend
that you also maintain your VPNfor backup connectivity purposes.
For the avoidance ofdoubt, SaaSFees donot include the following services: (a)onybesupport (unless
Tyler cannot remotely correct a Defect inthe Tyler Software, as set forth above); (b) application design;
(c)other consulting services; or(d)support outside our normal business hours aslisted inour then -
current SupportCoUProoeus. Requested services such asthose outlined inthis section will bebilled to
you onatime and materials basis atour then current rates. You must request those services with at
least one (1)weeks' advance notice.
SECTION D — THIRD PARTY PRODUCTS
1. Third PartyHardware. VVewill sell, deliver, and install onsitethe Third Party Hardware, ifyou have
purchased any, for the price set forth inthe Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
l As part ofthe 6aaS Services, you will receive access to the Third Party
Software and related documentation for internal business purposes only. Your rights tothe 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.
lZ The Third Party Hardware will be new and unused, and upon payment infull, you will receive
free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. VVedonot
warrant orguarantee the performance ofthe Third Party Products. However, megrant and pass
through to you any warranty that we may receive from the Developer or supplier of the Third
Party Products.
4. Third Partv Services. Ifyou have purchased Third Party Services, those services will beprovided
independent of Tyler by such third -party at the rates set forth in the invesmentSummaryandin
accordance with our Invoicing and Payment Policy.
SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Pavment. We will invoice you the SaaS Fees and fees for other professional services in
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the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2).
2. invoice D.isputes. Ifyou believe any delivered software orservice does not conform tnthe
warranties in this Agreement, you will provide us with written notice within thirty (30) days of your
receipt ofthe applicable invoice. The written notice must contain reasonable detail ofthe 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 inyour notice. VVewill work with you aymay benecessary todevelop anaction 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 ofthe invoice. VVereserve the right tosuspend delivery ofall SoaS
Services, including maintenance and support services, if you fail to pay an invoice not disputed as
described above within fifteen (3U)days ofnotice ofour intent todoso.
SECTION IF —TERM AND TERMINATION
1. Tenn. The initial term of this Agreement is three (3) years, commencing on the first day of the first
month following the Effective Dote, unless earlier terminated as set forth below. Upon expiration of
the initial term, this Agreement will renew automatically for additional one (1) year renewal terms
at our then -current SaaS Fees unless terminated in writing by either party at least sixty (60) days
prior tothe end ofthe then -current renewal term. Your right toaccess oruse the Tyler Software
and the SuaSServices will terminate atthe end ofthis Agreement.
2. Termination. This Agreement may beterminated amset forth below. |nthe event oftermination,
you will pay us for all undisputed fees and expenses related to the software, products, and/or
services you have received, or we have incurred or delivered, prior to the effective date of
termination. Disputed fees and expenses in all terminations other than your termination for cause
must have been submitted as invoice disputes in accordance with Section E(2).
2.1FailuYou acknow�d0ethat continued access tuthe SaaS Services is
contingent upon yourtimely payment ofSaa3Fees. |fyou fail totimely pay the SaaSFees, we
may discontinue the SaaS Services and deny your access to the Tyler Software. VVemay also
terminate this Agreement if you don't cure such failure to pay within forty-five (4S) days of
receiving written notice ofour intent tnterminate.
2.2 For Cause. |fyou believe wehave materially breached this Agreement, you will invoke the
Dispute Resolution clause set forth inSection 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).
I3Termination for Convenience
The [by may terminate this Agreement, without cause, by providing 3Udays written notice of
termination.
2.3.1 Fees for Termination without Cause during jpitial Term. if you terminate this Agreement
during the Initial Term for any reason other than cause, Force Majeure, or lack of
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appropriations, or if we terminate this Agreement during the Initial Term for your failure
topay SaaSFees, you shall pay usthe following early termination fees:
2.3.1.1 if you terminate during the first year of the Initial Term, 100% of the SaaS Fees
through the date oftermination plus ZS%ofthe SauSFees then due for the
remainder of the Initial Term; and
2.312 ifyou terminate during the second year ofthe Initial Term, 100%ofthe SaaS
Fees through the date of termination plus 15% of the SaaS Fees then due for the
remainder of the Initial Term; and
2.3.1.3 if you terminate after the second year of the Initial Term, 100% of the SaaS Fees
through the date oftermination plus 10%ofthe SaaSFees then due for the
remainder of the Initial Term.
2.4 Change in Fundinp,. |naddition tnthe above termination provisions, ifthe funds upon which the
City relied to establish this Agreement are withdrawn, reduced, or limited, or if additional or
modified conditions are placed on such funding, such that the funds are no longer sufficient to
utilize the SaaS Services, the City may terminate this Agreement byproviding atleast twenty
(20)business days written notice toTyler. The termination shall beeffective onthe date
specified inthe notice oftermination. The City will not beentitled toarefund oroffset of
previously paid, but unused 5aa5Fees.
2.5 FomeMaieure. 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.
]. Return ofData. Upon expiration or termination of this Agreement, and upon reasonable advance
notice, Tyler shall promptly make all Data available to you in the format of the database or other
such format as may be mutually agreed upon, provided through Tyler's FTP server or such other
secure method reasonably selected byTyler. Such Data will beprovided atnoadditional cost.
SECTION G — INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Propertv 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 orsettlement. You agree toprovide uswith reasonable assistance, cooperation, and
information indefending the claim atour 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, uryour willful infringement.
2'3 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
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you the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a
functional equivalent, in which case you will stop running the allegedly infringing Tyler Software
immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
is enjoined by a court of competent jurisdiction, in addition to paying any adverse final
judgment (or settlement to which we consent), we will, at our option, either: (a) procure the
right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional
equivalent. This section provides your exclusive remedy for third party copyright, patent, or
trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and
against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including
reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent
caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a
law applicable to our performance under this Agreement. You must notify us promptly in
writing of the claim and give us sole control over its defense or settlement. You agree to
provide us with reasonable assistance, cooperation, and information in defending the claim at
our expense.
2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our
agents, officials, and employees from and against any and all third -party claims, losses,
liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for
personal injury or property damage to the extent caused by your negligence or willful
misconduct; or (b) your violation of a law applicable to your performance under this Agreement.
We will notify you promptly in writing of the claim and will give you sole control over its defense
or settlement. We agree to provide you with reasonable assistance, cooperation, and
information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER
DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY
OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO
YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH
IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL
TERM, THE THEN -CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN
RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER
APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS
10
OFTHE FAILURE 0FANESSENTIAL PURPOSE C]FANY REMEDY. THE FOREGOING LIMITATION OF
LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2).
S. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
|NNOEVENT SHALL VVEBELIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN |FVVEHAVE BEEN ADVISED OFTHE POSSIBILITY
OFSUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain
the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b)
Automobile Liability of at least $1,000000(c) Professional Liability ofat least $1^000,800 (d)
Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella
Liability ofatleast $5,008000. VVewill add you asanadditional insured toour Commercial General
Liability and Automobile Liability policies, which will automatically add you as an additional insured
tuour Excess/Umbrella Liability policy aswell. VVewill provide you with copies ofcertificates of
insurance upon your written request.
SECTION H — GENERAL TERMS AND CONDITIONS
1. You may purchase additional products and services atthe rates
set forth inthe Investment Summary for twelve (12)months from the Effective Date byexecuting a
mutually agreed addendum. |fnorate isprovided inthe Investment Summary, orthose twelve (12)
months have expired, you may purchase additional products and services at our then -current list
price, also byexecuting amutually agreed addendum. The terms ofthis 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
bevalid for twelve (12)months from the Effective Date.
3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming
aware ofadispute. You agree tocooperate with usintrying toreasonably resolve all disputes,
including, if requested by either party, appointing a senior representative to meet and engage in
good faith negotiations with our appointed senior representative. Senior representatives will
convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings
and discussions between senior representatives will be deemed confidential settlement discussions
not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If
wefail to resolve the dispute, then the parties shall participate in non -binding mediation in an effort
toresolve the dispute. |fthe dispute remains unresolved after mediation, then either ofusmay
assert our respective rights and remedies in a court of competent jurisdiction within Yakima County
in accordance with the laws of the State of Washington. If both parties consent in writing, other
available means of dispute resolution may be implemented. Nothing in this section shall prevent you
or us from seeking necessary injunctive relief during the dispute resolution procedures.
4. Taxes. The fees inthe Investment Summary donot include any taxes, including, without limitation,
sales, use, orexcise tax. |fyou are atax-exempt entity, you agree toprovide uswith atax-exempt
certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will
reimburse uufor such taxes. |fyou have avalid direct -pay permit, you agree toprovide uswith a
copy. For clarity, we are responsible for paying our income taxes, both federal and state, as
11
applicable, arising from our performance of this Agreement,
S. Nondiscrimination. VVewill not discriminate against any person employed orapplying for
employment concerning the performance ofour responsibilities under this Agreement. This
discrimination prohibition will apply to all matters of initial employment, tenure, and terms of
employment, or otherwise with respect to any matter directly or indirectly relating to employment
concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that
is unrelated to the individual's ability to perform the duties of a particular job or position, height,
weight, marital status, or political affiliation. We will post, where appropriate, all notices related to
nondiscrimination asmay berequired byapplicable law.
Ei E-VAerify. VVehave complied, and will comply, with the E-Verifyprocedures administered bythe U.I
Citizenship and Immigration Services Verification Division for all of our employees assigned to your
project.
7. Subcontractors. VVewill not subcontract any services under this Agreement without your prior
written consent, not tobeunreasonably withheld.
8. This Agreement shall bebinding on, and shall befor the benefit of,
either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement
without the prior written consent of the other party; provided, however, your consent is not
required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or
purchase ofsubstantially all ofour assets.
9. ForceMa|eure. 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 Benefic.iaries. This Agreement bentered into solely for the benefit ofyou
and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have
the right tomake any claim orassert any right under this Agreement. This provision does not affect
the rights of third parties under any Third Party Terms.
11. 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 inthose purchase orders will have noforce oreffect. This Agreement may
only be modified by a written amendment signed by an authorized representative of each party.
12. Severabi|ity. 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
x�w
�
12
�
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.
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 tothe other party atthe address set forth onthe 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 inaddress will beborne bythe intended receiving party.
16 Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and
promotional materials.
17. ConfidentialitV. Both parties recognize that their respective employees and agents, inthe 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 asdefined byapplicable state law. Each party agrees that itwill
not disclose any confidential information of the other party and further agrees totake 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 ofconfidentiality will not apply toinformation that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of
this Agreement byaparty nrits employees oragents;
(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 ofClient Data. Some services provided byTyler require ustnbeinpossession ofyour
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
toanisolated "quarantined"environment without advance notice. Your Data will remain insuch
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. |fnoissues are
t
13
detected through such reviews during the six (6) month period of quarantine, we will coordinate
with you the restoration ofyour Data tnanon-quarantined environment. |nthe 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 anestimate ofwhat those costs will beupon your request.
19. Business License. |nthe event alocal business license isrequired for ustoperform services
hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact
information sothat vve may timely obtain such license.
20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State ofWashington.
21. Venue. The venue for any judicial action to enforce or interpret this Agreement shall lie in a court of
competent jurisdiction in Yakima County, Washington.
22. Multiple Originals and Authorized Signatures. This Agreement may beexecuted inmultiple
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 tothe other that the signatory set forth below is duly authorized to bind that
party to this Agreement.
23. Cooperative Procurement. Tnthe maximum extent permitted byapplicable law, meagree 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.
24. Data & Insights Solution Terms. Your use nfcertain Tyler solutions includes Tyler's Data &Insights
data platform. Your rights, and the rights of any of your end users, to use Tyler's Data & Insights
data platform is subject to the Data & Insights SaaS Services Terms of Service, available at
Bysigning a Tyler
Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions listed at the
linked terms, you certify that you have reviewed, understand, and agree to said terms.
25.[ontractDocuments This Agreement includes the following exhibits
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Investment Summary
Invoicing and Payment Policy
Schedule 1:Business Travel Policy
Service Level Agreement
Schedule l:Support Call Process
Third Party Terms
Schedule l:HypedinkedTerms
Schedule 2:DocUri8inTerms
Statement ofWork
14
N
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.
By: By:
Name: Robert Kennedy -Jet
Title: Group General Counsel
Date: April 25, 2023
Address for Notices:
Tyler Technologies, Inc.
One Tyler Drive
Yarmouth, ME 04096
Attention: Chief Legal Officer
15
City of ina, Washin o
Name:
Title: na 614410(
Date:
Address for Notices:
City of Yakima
129 North 2nd Street
Yakima, Washington 98901-2637
60cl Q-1—
Attention: raivtcc • crrtance_E
CITY CONTRACT N?`?.._
RESOLUTION NO:
*.rrr
4! tEch, dopes
Exhibit
a]
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. |nthe event of
conflict between the Agreement and terms in the Comments section of this Investment Summary, the
language inthe Agreement will prevail.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
1
Exhibit A
Quoted By: Kyle K8.Johnson
Quote Expiration: 1I/I9/23
Quote Name: City ofYakima'ERP'Munis(HCM
only)
Quote Description: 3'3-23City nfYakima, VVAv.13
M[W1
3aasTerm ].00
Sales Quotation For:
City ofYakima
1Z9NZndSt
Yakima VVA9Q9Ol,Z637
Phone:5095756000
Tyler SaaS and Related Services
`
-Description Qty Imp. Hours Annual Fee
Financial Management
General Ledger (Limited Use)
Human Resources Management
Human Resources & Talent Management
PayroUw/ESS
Time O'Attendance wMobile Access Upto750Employees
Content Management
Content Manager Core (Limited Use)
Data Insights
Enterprise 4na|yticsand Reporting (Limited Use) xvExecutive Insights
Additional
Enterprise Forms Processing (including Common Form Set)
2022,306274'Y6FIR9
1
72
1 72
l 160
l 232
$9,598.00
$20,950.00
$Z9'O53.00
$23'OUO.OU
1 SZ $17/475.00
Sub -Total: $117,462.00
Exhibit A
Less Discount:
TOTAL
Professional Services
620
$11,746.00
$1O5,716.UO
Description Quantity Unit Price Ext Discount Extended Price Maintenance
Additional Remote Hours AsNeeded
Project Management
Conversions —See Detailed Breakdown Below
Onsite|mp|ementation
Remote Implementation
40
96
$185.00
$185.00
312 $210.00
308 $185.00
$0.00 $7/400.00 $0.00
$0.00 $ 17,76O.00 $0.00
$21'800.00 $8.00
$0.00 $65'520.00 $0.00
$0.00 $56'980.00 $0.00
$1G9,4GB'OO $8'80
Summary One Time Fees Recurring Fees
Total Tyler License Fees $8.00 $0.00
Tota|SaaS $0.00 $1O5,716.00
Total Tyler Services $ 169,460.00 $ U.8O
Total Third -Party Hardware, Software, Services $0.00 $0.00
SummaryTota| $ 169,460.08 $1O5,716'D8
Contract Total $4Q6,6O8.O8
Estimated Travel Expenses exdinContract
Total $18,050'08
Unless otherwise indicated inthe contract oramendment thereto, pricing for optional items will beheld
For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
2022-306274'Y6F1R9 CONFIDENTIAL Page
Exhibit A
Customer Approval:
Print Name:
All Primary values quoted in US Dollars
Detailed Breakdown of Conversions (Included in Summary Total)
Date:
P.O.#:
Description Qty Unit Price Unit Discount
Extended _Price:
Accounting
AC Standard COA
Payroll
HR Human Resources - PM Action History up to 5 years
HR Human Resources - Position Control
PR Payroll - Accrual Balances
PR Payroll - Accumulators up to 5 years
PR Payroll - Check History up to 5 years
PR Payroll - Deductions
PR Payroll - Earning/Deduction Hist up to 5 years
PR Payroll - Standard
TOTAL
Tyler Annual Discount Detail (Excludes Optional Products)
1 $ 2,000.00
$ 0.00 $ 2,000.00
1 $ 2,000.00 $ 0.00 $ 2,000.00
1 $ 2,000.00 $ 0.00 $ 2,000.00
1 $ 2,500.00 $ 0.00 $ 2,500.00
1 $ 2,000.00 $ 0.00 $ 2,000.00
1 $ 2,000.00 $ 0.00 $ 2,000.00
1 $ 2,800.00 $ 0.00 $ 2,800.00
1 $ 3,500.00 $ 0.00 $ 3,500.00
1 $ 3,000.00 $ 0.00 $ 3,000.00
$ 21,800.00
Annual Fee
Description Annual Fee Discount Annual Fee Net
Financial Management
2022-306274-Y6F1R9
CONFIDENTIAL
Page 3
Exhibit A
General Ledger (Limited Use)
Human Resources Management
Human Resources & Talent Management
Payno||w/ESS
Time & Attendance xvMobile Access Upto750Employees
Content Management
Content Manager Core (Limited Use)
Data Insights
Enterprise Ana|yticsand Reporting (Limited Use) vv
Executive Insights
Additional
Enterprise Forms Processing (including Common Form Set)
$20,950.00 $I/095.00 $18,855.00
$ I9'OS3.8O $ Z'9O5.0O $ Z6'14Q.UO
S23,000.00 $I,300.00 $20'700.00
$ 1O'JO4.00 $ 1'U28.0O $9'256.00
$17/475.00 $1'748.00 $15,727.00
$7'102.00 $710.00 $6'392.00
$117/462.00 $11,746.00 $105,716.00
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-currentBusinessTrave|
Tyler's prices do not include applicable local, city or federal sales, use excise,personal property orother similar taxes orduties, 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-assignhsperaonnei
The Implementation Hours included in this quote assume a work split effort of 60% Client and 40% Tyler.
Implementation Hours are scheduled and delivered infour (4) oreight (D) 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
Exhibit A
than one occurrence ofaclass bneeded, Tyler will either provide additional days atthen-current rates for training orTyler will utilize aTrain-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 entitted to a ora3O-daytrial ofthe Managed Detection and Response cybersecurity service. Please reference
https://www.tviertech-comlservices/t,. ler-detect for more information on the service and contact CybersecuritvSaies@tvtertech.com L6 to initiate the
Tyler currently supports the following identity providers (IdP's) for use with Tyler back -off ice solutions: Microsoft Active Directory through Azure AD,
ADFS or Okta AD agent, Google Cloud Identity, Okta, and Identity Automation Rapid Identity. Any requirement by you to use an IdP not supported by
Tyler will require additional costs, available upon request.
Content Manager Core includes up to 1TB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of $5,000
per TB.
The SaaS fees for product that are not named users are based on 100 concurrent users. Should the number ofconcurrent users beexceeded,
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 tnthe Terms ofServices, available athttps://wwvv.ty|ertech.com/terms/data'insights'snas'services'
terms'of-sen/ice.Bysigning 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 tosaid terms.
Tyler Software Product General Ledger (Limited Use) is licensed only for use with the other Tyler Software Products licensed to the client. A
Client may use General Ledger (Limited Use) independent of the other Tyler Software Products licensed to the client by remitting to Tyler the
then -current license and annual maintenance fees.
Personnel Actions Forms Library includes: standard Personnel Action form - New and standard Personnel Action Form - Change.
Payroll library includes: standard PRcheck, standard direct deposit, standard vendor from payroll check, standard vendor from payroll direct
Standard Project Management responsibilities include project plan creation, initial stakeholder presentation, bi-weekly status calls, updating of
project plan task statuses, andKo'|ive planning activities.
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
2022'3062744K6F1R9 CONFIDENTIAL Page
Exhibit A
Tyler's form library prices are based onthe actual form quantities listed, and assume the forms will beprovided according tnthe 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
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.
2022-306274-Y6FlR9 CONFIDENTIAL Page 6
11-10 re Q'
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. SaaSFeem. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the
initial term asset forth inSection F(1)ofthis Agreement. Your annual SaaSfees for the initial
term are set forth in the Investment Summary. Upon expiration of the initial term, your annual
5aaSfees will beatour then -current rates.
2. Other, Tyler Software and Services.
2.1 VPN Device: The fee for the VPN device, if any, will be invoiced upon installation of the VPN.
2.2 Implementation and Other Professional Services (including training): Implementation and
other professional services (including training) are billed and invoiced as delivered, at the
rates set forth in the Investment Summary.
2.3 Consulting Services: Ifyou have purchased any Business Process Consulting services, ifthey
have been quoted as fixed -fee services, they will be invoiced 50% upon your acceptance of
the Best Practice Recommendations, by module, and 50% upon your acceptance of custom
desktop procedures, by module. If you have purchased any Business Process Consulting
services and they are quoted as an estimate, then we will bill you the actual services
delivered onatime and materials basis.
2.4 Conversions: Fixed -fee conversions are invoiced 50% upon initial delivery of the converted
Data, by conversion option, and 50% upon Client acceptance to load the converted Data into
Live/Production environment, hyconversion option. Where conversions are quoted as
estimated, wewill bill you the actual services delivered on utime and materials basis.
2.5 Requested Modifications to the TylerSoftware: Requested modifications to the Tyler
Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the
applicable modification. You must report any failure ofthe modification tuconform tothe
specifications within thirty (30) days of delivery; otherwise, the modification will be deemed
to be in compliance with the specifications after the 30-day window has passed. You may
still report Defects tousasset forth \nthis Agreement.
1
Exhibit B
2.6 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates
set forth in the Investment Summary. For the avoidance of doubt, where "Project Planning
Services" are provided, payment will be due upon delivery of the Implementation Planning
document. Dedicated Project Management services, if any, will be billed monthly in arrears,
beginning on the first day of the month immediately following initiation of project planning.
2.7 Annual Services: Unless otherwise indicated in this Exhibit B, fees for annual services are due
annually, in advance, commencing on the availability of the service. Your annual fees for the
initial term are set forth in the Investment Summary. Upon expiration of the initial term,
your annual fees will be at our then -current rates.
3. Third Partv Products.
3.1 Third Party Software License Fees: License fees for Third Party Software, ifany, are invoiced
when wemake itavailable toyou for downloading.
32 Third Party Software Maintenance: The first year maintenance for the Third Party Software
isinvoiced when vxemake havailable toyou for downloading.
3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
3.4 Third Party Services: Fees for Third Party Services, ifany, are invoiced asdelivered, along
with applicable expenses, at the rates set forth in the Investment Summary. For the
avoidance of doubt, Finite Matters will invoice Client directly for any services fees for
Pattern Stream.
3.5 Third Party SuoI Third Party SaaSServices fees, ifany, are invoiced annually, inadvance,
commencing with availability ofthe respective Third Party 5aaSServices, Pricing for the first
year of Third Party SaaS Services is indicated in the Investment Summary. Pricing for
subsequent years will be at the respective third party's then -current rates.
4. TransactionFees Unless paid directly hyanenduseratthetimeoftransaction,pertransaction
(ca|Lmessage, etc)fees are invoiced onaquarterly basis. Fees are indicated inthe Investment
Summary and may be increased by Tyler upon notice of no less than thirty (30) days.
S. Expenses. The service rates inthe Investment Summarydonotindudetrme|expenses.
Expenses for Tyler delivered services will be billed as incurred and only in accordance with our
then -current Business Travel Po|iq\p|usa18%trave|agencyprocessinQfee. Our current
Business Travel Policy isattached tothis Exhibit BasSchedule 1. Copies ofreceipts will be
provided upon request; we reserve the right to charge you an administrative fee depending on
the extent ofyour requests. Receipts for miscellaneous items less than twenty-five dollars and
mileage logs are not available.
Puvment. 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
2
t�xJhD0*,,ieG
Exhibit B
Schedule 1
Business Travel Policy
A. Reyemations&Tlcket
Exhibit 8
Schedule 1
The Travel Management Company (TMC) used by Tyler will provide an employee with a directflight
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)
ofthe lowest logical fare. |fanet savings of$2U8ormore (each way) ispossible 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 inadvance ofcommitments. Aseven (7)day advance booking requirement is
mandatory. When booking less than seven (7) days in advance, management approval will be
Except in the case of international travel where a segment of continuous air travel is six (6)ormore
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,
l
Exhibit
Schedule
2. Ground Transportation
A. Private Automobile
Mileage Allowance — Business use ofanemployee's private automobile will bereimbursed atthe
current IRS allowable rate, plus out ofpocket costs for tolls and parking. Mileage will becalculated
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 ocar for Tyler business,
employees should select a"mid'size^ur^intermed\ate^car. ^FuU"size cars may berented when
three nrmore employees are traveling together. Tyler carries leased vehicle coverage for business
car rentals; except for employees traveling toAlaska and internationally (excluding Canada),
additional insurance onthe rental agreement should bedeclined.
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 areasonable tip (1S'l0%)are reimbursable. |nthe case ofafree hotel shuttle tuthe
airport, tips are included in the per them rates and will not be reimbursed separately.
D. Parking&TuUs
When parking at the airport, employees must use longer term parking areas that are measured in
days asopposed tohours. Park and fly options located near some airports may also beused. For
extended trips that would nsuk in excessive parking charges' public transportation to/from the
airport should beconsidered. Tolls will bereimbursed when receipts are presented.
3. Lodging
Tyler's TIVI[will select hotel chains that are well established, reasonable inprice, and conveniently
located in relation tothe traveler's work assignment. Typical hotel chains include Courtyard,
Fairfield Inn, Hampton Inn, and Holiday Inn Express. |fthe employee has adiscount rate with ulocal
hotel, the hotel reservation should note that discount and the employee should confirm the lower
rate with the hotel upon arrival. Employee memberships intravel clubs such asAAA 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 them rate and are not reimbursed
separately.
2
Exhibit
Schedule
Employeesavenutauthorizedtonservenon{mdbionu|short'temo|odgjng,suchaoAjdonb,VRBO,
and HomeAway. Employees who elect to make such reservations shall not be reimbursed.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S. are in
accordance with the federal per them rates published by the General Services Administration.
Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel
expenses. Per them rates are available at www.gsa.gov/perdiem.
Per them 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 oftravel, all three meals are reimbursable. Per diemnonthe first and last day ofa
trip are governed asset forth below.
Departure Dav
Depart before 12:0Unoon
Depart after 12:OOnoon
Return Dav
Lunch and dinner
Dinner
Return before 12i0noon Breakfast
Return between 1J:UUnoon &7:0Op.m. Breakfast and lunch
Return after 7:08p.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 them
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 onanexpense report. Employees onsame day travel status are eligible toclaim dinner inthe
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,
, e:
�
3
Exhibit
Schedule
5. Internet Access— Hotels and Airports
Employees who travel may need toaccess their e-mail atnight. 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
internetaccess atairports are not reimbursable.
6. International Travel
All international flights with the exception offlights between the U.S.and Canada should be
resemedthroughTIVICusin0the^|owestpractica|coachfare"vviththeexceptionofflightuthatave
six (6) or more consecutive hours in length. in such event, the next available seating class above
coach shall bereimbursed.
When required tutravel internationally for business, employees shall bereimbursed 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.
4
Exhibit C
Exhibit
Service Level Agreement
|, 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 uotuprovide. This 5LAdoes not apply toany Third Party
Saa53ervices. All other support services are documented inthe Support Call Process.
U. Definitions. Except as defined below, all defined terms have the meaning et forth in the
Agreement.
Actual Attainment: The percentage of time the Tyler Software is available during a calendar quarter,
calculated asfollows: (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 orthird'party providers over vvhono 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 dues not include those instances in
which only o Defect is present.
Emergency Maintenance: (1) maintenance that is required to patch a critical security vulnerability; (%)
maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance
that ismutually agreed upon inwriting byTyler 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 ofservice attacks and Force Majeune.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard
Maintenance islimited tofive (S)hours per week.
U|. Service Availability
a.
Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined
inthe Support Call Process. You will receive asupport case number.
— 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
I
�
1
Exhibit
Downtime, a Client Error Incident, Denial of Service attack or Force Majeure). VVewill also work with you
toresume normal operations.
C. Client Relief
Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief
Schedule found below. Your relief credit is calculated as a percentage of the SaaS fees paid for the
calendar 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. VVewill respond tuyour
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 ofsuch
credit does not relieve us of our obligations under the Agreement to correct the problem which created
the service interruption.
Remedial action will be taken
Below 95.50%
* 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.
ler
2
Exhibit C
Schedule 1
Support Call Process
Support Channels
Exhibit
Schedule
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (porta|)—for less urgent and functionality -based questions, users may create
support incidents through the Tyler Customer Portal available at the Tyler Technologies website.
Abuih-inAnswerPane|prnvidesusenxvhhvesn|utionstumosL^how-to~andcunfiguration'
based questions through a simplified search interface with machine learning, potentially
eliminating the need tusubmit the support case.
(Z) Email —for less urgent situations, users may submit emai|sdirectly tuthe software support
group.
Teksphone—forurgentorcnmplemquetioms,usemrecekato|l-fnee telephone software
support.
* Channel availability may belinited/brcertain applications.
(3)
Support Resources
A number of additional resources are available to provide a comprehensive and complete support
experience:
(1) TylerVVebsite —fnracoessingdianttoub,documentation,andother
information including support contact information.
(2) Tyler Search -a knowledge based search engine that lets you search multiple sources
simultaneously tofind the answers you need, 34x7.
(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 onTyler 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 io
outlined below. There will be no support coverage on these days.
New Year's Day
Martin Luther King, Jr. Day
Labor Day
Thanksgiving Day
W1emo�o|Day
independence Day
Day after Thanksgiving
Christmas Day
ForsupportteamsthotprovideaMephouosemioe,uavxiUprovideyouvvithproceduresforcontacdn0
support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of
0 "':
1
Exhibit[
Schedule
such a Defect notification, wewill use commercially reasonable efforts to meet the resolution targets
set forth below.
We will also make commercially reasonable efforts to be available for one pre -scheduled Saturday of
each month to assist your IT staff with applying patches and release upgrades, as well as consulting with
them on server maintenance and configuration of the Tyler Software environment.
Incident Handling
Incident Tracking
Every support incident is logged into Tyler's Customer Relationship Management System and given u
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 todescribe generally expected response and resolution targets inthe production environment only.
References to a "confirmed support incident" mean that Tyler and the Client have successfully validated
the reported Defect/support incident.
I Characteristics ofSunnort Incident
Level
1
Critical
:|Support incident that causes (a)
.complete application failure or
application unavailability; (b)
� application failure orunavailability \n
one ormore ofthe client's remote
!'
! |location; or(d systemic loss of
�multiple essential system functions.
Resolution Targets*
Tyler shall provide aninitial response toPriority Level
l incidents within one business hour ofreceipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents orprovide a
circumvention procedure within one (l)business
day. For non -hosted customers, Tyler's responsibility
for lost orcorrupted data islimited toassisting the
Client in restoring its last available database.
2
�Priorltv
Medium
|Support incident that causes (a)
repeated, consistent failure nf
essential functionality affecting more
than one user or (b) loss or corruption
of data.
�Priority Level 1incident with an
�existing circumvention procedure, or
aPriority Level Zincident that affects
only one user orfor which there isan
|
existing circumvention procedure.
Support incident that causes failure of
non -essential functionality o/u
cosmetic or other issue that does not
qualify as any other Priority Level.
Incident Escalation
Exhibit
Schedule
Resolution Targets
Tyler shall provide aninitial response toPriority 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 orprovide a
circumvention procedure within ten (1O)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.
Tyler shall provide aninitial response toPriority Level
3incidents within one (1)business day ofreceipt uf
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 orservice pack, which shall
occur otleast quarterly. For non -hosted customers,
Tyler's responsibility for lost orcorrupted data is
limited toassisting the Client inrestoring its last
available database.
Tyler shall provide oninitial response toPriority Level
4 incidents within two (Z) business days ofreceipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents, aswell ascosmetic
issues, with afuture version release.
' Response and Resolution Targets may differ hyproduct orbusiness need
If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has
elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each
product support team. The corresponding resource will meet with you and any Tyler staff to establish a
mutually agreeable plan for addressing the defect.
Remote Support Tool
Some support calls may require further analysis of the Client's database, processes or setup to diagnose
a problem or to assist with a question. Tyler will, at its discretion, use an industry -standard remote
support tool. Tyler's support team must have the ability to quickly connect to the Client's system and
view the site's setup, diagnose problems, or assist with screen navigation. More information about the
remote support tool Tyler uses is available upon request.
�N11
V
3
�
Exhibit D
Exhibit D
Third Party Terms
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
w do
1
Exhibit
Schedule 1
0-W
&Q,
Exhibit D
Schedule 1
Hyperlinked Terms
ThinPrint Terms. Your use ofTyler Forms software and forms is subject to the End User License
Agreement terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway found
here: Bysigning oTyler Agreement orOrder Form, or
accessing, installing, orusing Tyler Forms software orforms, you agree that you have read, understood,
and agree tosuch terms.
1
Exhibit D
Schedule 2
Exhibit D
Schedule 2
DocOrigin Terms
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Exhibit D
Schedule 2
ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY
ECLIPSE CORPORATION WSL, INC. (Eclipse Corporation i AND IS NOT BEING SOLD. THIS SOFTWARE IS
PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE
SOFTWARE AND CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES.
CONDITIONS, REMEDIES. AND LIABILITIES.
DocOrioin
SO ARE LICENSE
IMPORTANT -READ CAREFULLY: This End -User License Agreement CAgreemenr or 'EULA'} is a legal
agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as
"You") and Eclipse Corporation WSL. Inc referred to in this EULA as Eclipse Corporation, for the DocOrigin software
product that accompanies this EULA, including any associated media, printed materials and electronic documentation
(the "Software). The Software also encompasses any software updates, add -on components, web services andlor
supplements that may be provided to you or made available to you after the date you obtain the initial copy of the
Software to the extent that such items are not accompanied by a separate license agreement or terms of use. If you
receive the Software under separate terms from, your distributor. those terms will take precedenoe over any
conflicting terms of this EULA
By installing. copying. downloading. accessing or otherwise using the Software, you agree to be bound by the terrns
of this EULA. If you do not agree to the terms of this EULA, do not install, access or use the Software; instead, you
should remove the Software from all systems and receive a full refund.
IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT III
THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT TI-ilS AGREEMENT ON
SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER.
CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS
HEREUNDER
1. LICENSE TERMS
1.1
In this Agreement a 'License Keymeans any iioense key, activation code, or similar installation, aocess or
usage control codes. including serial numbers digitally created and or provided by Eclipse
Corporation ,designed to provide unlocked access to the Software and its functionality.
1.2 Evaluation License. Subject to all of the terms and conditions of this Agreement, Eclipse Corporation
grants You a limited. royalty -free, non-exclusive, non -transferable license to download and install a copy of
the Software from www.d000rigin.com on a single machine .and use it on a royalty -free basis for no more
than 120 days frorr the date of installation (the 'Evaluation Period"}. You may use the Software dunng the
Evaluation Period solely for the purpose of testing and evaluating it to determine if You wish to obtain a
commercial production license for the Software. This evaluation license grant will automatic -ally end on
expiry of the Evaluation Period and you acknowledge and agree that Eclipse Corporation will be under no
obligation to renew or extend the Evaluation Period. If you wish to continue using the Software You may, on
payment of the applicable fees, upgrade to a full license (as further described in section 1.3 below) on the
terms of this Agreement and will be issued with a License Key for the same. If you do not wish to continue
to license the Software after expiry of the Evaluation Period. then You agree to comply with the termination
obligations set 0 1.11 in section [7.3] of this Agreement. For greater certainty. any document generated by you
under an evaluation license will have a 'spoiler' or watermark on the output document Documents
generated by DocOrigin software that has a valid license key file also installed will not have the 'spoiler'
produced. You are not permitted to remove the watermark or 'spoiler' from documents generated using the
software under an evaluation license.
1.3 Development and Testing Licenses. Development and testing licenses are available for purchase through
authorized distributors and reseliers of Eclipse Corporation only. Subject to all of the terms and conditions
of this Agreement, Eclipse Corporation grants You, a perpetual (subjeot to termination by Eclipse
Corporation due to your breach of the tears of this Agreement) non-exclusive, non -transferable, worldwide
2
Exhibit D
Schedule 2
non -sub license able license to download and install a copy of the Software from www.docorigin.com on a
single machine and use for development and testing to create collateral deployable to Your production
system(s) You are not entitled to use a development. and testing license for live production purposes
1.4 Production Licenses. Production licenses are available for purchase through authorized distributors and
resellers of Eclipse Corporation only. Subject to all of the terms and conditions of this Agreement, Eclipse
Corporation grants You, a perpetual (subject to termination by Eclipse Corporation due to your breaoh of the
terms of this Agreement): non-exclusive, non -transferable, worldwide non -sub license able license to use the
Software in accordance with the license type purchased by you as set out on your purchase order as further
described Wow. For greater certainty, unless otherwise agreed in a purchase order concluded with an
approved distributor of the Software, and approved by Eclipse Corporation, the default license to the
Software is a per -CPU license as described in A. below:
A. Per -CPU. The total number of CPUs on a computer used to operate the Software may not exceed
the licensed quantity of CPUs, For purposes of this license metric: (a) CPUs may contain more
than one processing core, each group of two (2) processing cores is oonsider one (1} CPU., and
any remaining unpaired processing core, will be deemed a CPU. (b) all CPUs on a computer on
which the Software is installed shall be deemed to operate the Software unless You configure that
computer (using a reliable and verifiable means of hardware or software partitioning) such that the
total number of CPUs that actually operate the Software is less than the total number on that
computer_ Virtual Machines ('Vfat's'r are considered as a server. Instaliing and configuring the
software on multiple VM's requires one license per VM server. An enterprise license is available
upon request. Pricing varies based on the size of the company.
8. Per -Document. This is defined as a fee per document based on the total number of documents
generated annually by merging data with a template created by the Software. The combined data
and template produce documents of one or more pages. A document may contain 1 or more
pages. For instance, a batch of invoices for 250 customers may contain 1,000 pages, this will be
counted as 250 documents which should correspond to 250 invoices.
C. Per -Surface. This is defined as a fee per surfaoe based on the total number of surfaces generated
annually by merging data with a template created by the Software. The combined data and
template produce documents of one or more pages, the pages may be printed one side (one
surface) or duplexed (2 surfaces). The documents may be rendered to a computer file (i.e. PDF),
each page placed in the file is considered a surface. A document may contain 1 or more surfaces.
For instance, a batch of invoices for 250 customers may contain 500 pages duplexed, this will be
counted as 1000 surfaces.
1.5 Disaster Recovery License. You may request a Disaster Recovery license of the Software for each
production license You have purchased as a failover in the event of loss of use of the production server(s).
This license_ is for disaster recovery purposes only and under no circumstance may the disaster recovery
license be used or production simultaneously with a production hoe nse with which it is paired
1.6 Backup Copies. After installation of the Software pursuant to this EULA, you may store a -copy of the
installation files for the Software solely for backup or archival purposes. Except as expressly provided in this
EULA, you may not otherwise make copies of the Software or the printed materials accompanying the
Software
1.7 Third -Party Software License Rights. If a separate license agreement pertaining to an item of third -party
software is: delivered to You with the Software, included in the Software download package, or referenced in
any material that is provided with the Software. then such separate license agreement shall govern Your use
of that item or version of Third -Party Software. Your rights in respect to any third -party software, third -party
data, third -party software or other third -party content provided with the Software shall be _limited to those
nights necessary to operate the Software as permitted by this Agreement. No other rights in the Software or
third -party software are granted to You
co4„
3
ler
Exhibit D
Schedule 2
2. LICENSE RESTRICTIONS
Any copies of the Software shall include all trademarks, copynght notices, restricted rights legends, proprietary
markings and the like exactly as they appear on the copy of the Software originally provided to You You may
not rerrove or alter any copyright, trademark an&or proprietary notices marked on any part of the Software or
related documentation and must reproduce all such notices on all authorized copies of the Software and related
documentation, You shall not sublioense, distribute or otherwise make the Software available to any third party
(including, without limitation. any contractor. franchisee, agent or dealer) without first obtaining the written
agreement of (a) Eclipse Corporation to that use, and (b) such third party to comply with this Agreement You
further agree not to (is rent lease, sell, sublicense, assign, or otherwise transfer the Software to anyone else; liij
directly or indirectly use the Software or any information about the Software in the development of any software
that is competitive with the Software, or (iii) use the Software to operate or as a part of a time-sharing senrice,
outsourcing service, service bureau, application service provider or managed service provider offering. You
further agree not to reverse engineer, decompile, or disassemble the Software.
3. UPDATES, MAINTENANCE AND SUPPORT
3., During the validity penod of Your License Key, You will be entitled to download the latest version of the Software
from the DocOrigin website www,docorigin.com Use of any updates provided to You shall be governed by the
terms and conditions of this Agreement. Eclipse Corporation reserves the right at .any time to not release or to
discontinue release of any Software and to alter prices, features, specificadons, capabilities, functions, licensing
terms, release dates, general availability or other characteristics of the Software,
3.2 On expiry of your maintenance and support contract. you will have the right to continue using the current
version(s) of the Software which you downloaded prior to the date of expiry of your License Key. However, you
will need to renew maintenance and support in order to receive a new License Key that will unlock the mare
current version(s) of the Software. For greater certainty, if you attempt to use an expired License Key to
download the latest version of the Software, the Software will revert to being a looked, evaluation copy of that
version of the Software.
4 INTELLECTUAL PROPERTY RIGHTS_
This EULA does not grant you any rights in connection with any trademarks or service marks of Eclipse
Corporation or DocOrigin. All title and intellectual property rights in and to the Software, the accompanying
printed materials, and any copies of the Software are owned by Eclipse Corporation or its suppliers. All title and
intellectual property rights in and to the content that is not contained in the Software, but may be accessed
through use of the Software, is the property of the respective content owners and may be protected by applicable
copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If
this Software contains documentation that is provided only in electronio form, you may print one copy of such
electronic documentation.
5. DISCLAIMER OF WARRANTIES -
TO THE GREATEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE AND TECHNICAL
SUPPORT PROVIDED BY ECLIPSE CORPORATION HEREUNDER ARE PROVIDED ON AN AS ISBASIS
AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED,
WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF
TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED
UNDER THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY ECLIPSE CORPORATION
ECLIPSE CORPORATION DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY,
MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRLNGEMENT. ECLIPSE CORPORATION DOES NOT REPRESENT OR WARRANT THAT THE
SOFTWARE SFiALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE SOFTWARE
WILL OPERATE ERROR -FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE
SOFTWARE CAN BE FOUND OR CORRECTEO.
In certain jurisdictions, some or all of the provisions in this Section may not be effective or the applicable law may
mandate a more extensive warranty in which case the applicable law will prevail over this Agreement.
tyler
4
Exhibit D
Schedule 2
6. INDEMNIFICATION & LIMITATIONS OF LIABILITY.
6.1 Eclipse Corporation shall defend andior settle at its expense, any claims, actions, allegations or proceedings
against You to the extent arising out of or relating to misappropriation or infringement by the Software of any third
partyproprietary or intellectual property right rClaims"), and Eclipse Corporation shall pay all damages finally
awarded by a court Of competent jurisdiction to such third party against You, or any settlement amounts agreed
by Eclipse Corporation; subject to the conditions that. You shall notify Eclipse Corporation promptly of any You
Claims. permit Eclipse Corporation to control the defense and settlement of such Claims and assist Eclipse
Corporation, at Eclipse Corporation's expense, in defending or settling such Claims. Eclipse Corporaton shall
not be liable for any settlement amounts entered into by You without Eclipse Corporation's prior written ,approval.
If Eclipse Corporation has reason to believe that it would be subject to an injunction or continuing damages
based on the Software, then Eclipse Corporation may (and if Eclipse Corporation or any of its customers or third
party software suppliers is subject to an injunction or continuing damages based on the Sofmare), then
notwithstanding any other provision in this Agreement. Eclipse Corporation shall be entitled to either modify the
Software to make it non -infringing andkir remove the misapprop-nated material, replace the Software or portion
thereof -with a service or materials that provide substantially the same functionality or information, or, if neither of
the foregoing is commercially practicable, re -quire You to cease using the Software and refund to YOU 1* a pro
rata portion of any one (1) time fees (based on a three (3) year, straight-line depreciation schedule frorn the date
of payment), and (b) any fees that have been pre -paid by You but are unused, The foregoing notwithstanding,
Eclipse Corporation shall have no Viability for a claim of infringement or misappropriation to the extent caused by
(i) the combination of the Software with any other service, software, data or products not provided or approved
by Eclipse Corporation; or (HI the use of any material provided by You or any end users. (iii) any breach by You
of this Agreement. THE FOREGOING IS ECLIPSE CORPORATION'S SOLE AND EXCLUSIVE LIABILITY, AND
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY
TH1RD-PARTY INTELLECTUAL PROPERTY RIGHTS.
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECLIPSE
CORPORATION BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER,
INCLUDING; WITHOUT LIMITATION, LEGAL EXPENSES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS
OF REVENUE, LOST OR DAMAGED DATA, LOSS OF COMPUTER TIME, COST OF SUBSTITUTE GOODS
OR SERVICES. OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR
ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ECLIPSE
CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SLiCH LOSS OR DAMAGES, DR SUCH
LOSSES OR DAMAGES ARE FORESEEABLE.
6.2 THE ENTIRE LIABILITY OF ECLIPSE CORPORATION AND YOUR EXCLUSIVE REMEDY WITH RESPECT
TO THE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED
BY ECLIPSE CORPORATION IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY
CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT,
INCLUDING FUNDAMENTAL BREACH CIR NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE
AMOUNTS PAID BY YOU FOR THE SOFTWARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE TO
THE CLAIM.
6.3 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT
FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY, NEITHER ECLIPSE CORPORATION NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD
GRANT THE RIGHTS GRANTED IN THIS AGREEMENT.
7. TERM AND TERMINATION
7.t The term of this Agreement will begin on download of the Software and, in respect of an Evaluation License,
shall continue for the Evaluation Period, and in respect of all other iicense types defined in Section 1, shall
continue for as long as You use the Software, unless earlier terminated. sooner under this section 7.
7.2 Eclipse Corporation may terminate this Agre-ement in the event of any breach by You if such breach has not
been cured within thirty (301 days of notice to You. No termination of this Agreement will entitle You to a refund
of any amounts paid by You to Eclipse Corporation or its applicable distributor or reselier or affect any obligations
You may have to pay any outstanding amounts owing to Eclipse Corporation or its distributor,
tyler
5
Exhibit D
Schedule 2
7.3 Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement
Within thirty 1,31-1) days of termination or expiration of this Agreement. You shall purge all Software and all copies
thereof from all computer systems and storage devices on which 11 was stored, and certify such to Eclipse
Corporation
8. GENERAL PROVISIONS
B.1 No Waiver. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of
any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach
of any express or implied term set out in this Agreement constitutes consent to any subsequent breach, whether
of the same or any other provision.
8.2 Severability. If any provision of this Agreement is, or becomes, unenforceable_ it will be severed from his
Agreement and the remainder of this Agreement will remain in full force and effect
8.3 Assignment. You may not transfer or assign this Agreement whether voluntanly, by operation of law, or
otherwise) without Eclipse Corporation s prior written consent. Eclipse Corporation may assign this Agreement
a; any time without notice. This Agreement is binding upon and will inure to the benefit of both parties. and their
respective successors and permitted assigns
B.4 Governing Law and Venue if You are located in the USA This Agreement shall be governed by the laws of
the State of Texas if You are located in the USA. No choice of laws rules of any jurisdiction shall apply to this
Agreement You consent and agree that the courts of the State of Texas shall have jurisdiction over any legal
action or proceeding brought by You arising out of or relating to this Agreement, and You consent to the
jurisdiotion of such courts for any such action or proceeding.
8.5 Governing Law and Venue if You are not located in the USA. This Agreement shall be governed by the laws
of the Province of Ontario in Canada if You are not located in the USA No choice of laws rules of any
jurisdiction shall apply to this Agreement. You consent and agree that the courts of the Province of Ontario in
Canada shall have jurisdiction over any legal action or proceeding brought by You ansing out of or relating to this
Agreement and You consent to the jurisdiction of such courts for any such action or proceeding.
8.6 Entire Agreement, This Agreement is the entire understanding and agreement between You and Eclipse
Corporation with respect tc the subject matter hereof, and it supersedes all prior negotiations, commitments and
understandings, verbal or written, and purchase order issued by You This Agreement may be amended or
otherwise modified by Eclipse Corporation from time to time and the most recent version of the Agreement will
be available on the Eclipse Corporaton website .docongin.com.
Last Updated: July 22: 2017
6
Exhibit E
Exhibit E
Statement of Work
REMAINDER OF PAGE INTENTIONALLY BLANK
Exhibit E
State ent of ork fro Tyler Technolo:ies, Inc.
2/28/2023
Presented to:
Jennifer Ferrer -Santa Ines
129 N 2nd Street
Yakima, WA 98901-2637
Contact:
Tammy Little
Email: Tammy.Little@TylerTech.com
One Tyler Drive, Yarmouth, ME 04096
Exhibit E
M,
Table of Contents
PART 1:EXEC0TDVE SUMMARY .................................... ~..~~~..~~...~~.~~.~~~~...~..~..~~~~....~~1
1. Project Overview 1
11 Introduction .................. ........... ....... —............ ---....... _----.------...........
---.--1
1.2 Project Goals .......... ......... ---.—,..._—~_.~'—_.—.........
_----~--~-_-~-_.—__1
1.3 Methodology .......... ...... ..._---~—_........... '-....... —...... ......... ....... --.......... .........
,.1
PART 2: PROJECT FOUNDATION 3
2, Project Governance ............... .......................................................................................................... 3
3. Project Scope Control ..~.................................................... ............................................................. 4
3.1 Managing Scope and Project Change ................................. .--__--_.......... .—_—.—......... .4
3.2 Change Control ----_................ ...... ._...~.__.—....._.—............. ......—...-..—.4
3.3 Change Request Management ............................................................ —_....... —.......... --._--4
S. Roles and Responsibilities ................................................................................................................ 5
51 Tyler Roles & Responsibilities .... —........ ...~'.—............. __..~_...... _._........ _--'_—_._G
5.11 Tyler Executive Manager ---...----...... —_.~---_----'_---._--_.---7
5.1.2 Tyler Implementation Manager ... .—.—.--._....... ...... ._.._--_.--_—...--__7
5.1.3 Tyler Project Manager ------.—...... ............. ........ _.—..''_._._................ .-._.-_7
5.1.4 Tyler Implementation [onsuhant._-._...... ................... ~.._.—..'-_._......... —....... ....... .Q
5.1.5 Tyler Sales ................................. —_-----.~..—....... -...... ...... —....... ..----_.—.8
5.1.6 Tyler Technical Services ........ .......... ........ —...... ._—....... .—__._—.--_—_.—.--.8
5.2 Yakima, VVARoles & Responsibilities ............... ..--_..—...._._—..—...--....... ...... —....-.. 9
5.2.1 Yakima, VVAExecutive Sponsor .................. ---.—_---_------_--'_._—.--9
5.2.2 Yakima, VVASteering Committee .................. —....... ....... ..-........ --- ....... _--..—...-...9
5.23 Yakima, VVAProject Manager ................. --_----_—_~.—....... —'_—.---.---..lD
5.2.4 Yakima, VVAFunctional Leads .................... --..--_._-_.._—_.-.---_—._.--%%
5.2.5 Yakima, VVAPower Users ........................ ........ _—_—_—._—.......... ......... ----.'-.-.l1
5.2.6 Yakima, VVAEnd Users .................... ....... ..-----.---..,...... —~.--.—...... —._~_-12
5.2.7 Yakima, WA Technical Lead ................... ---- ...... ........ ._—.—.__—..._..--.--~.~_.,l2
5.3J8 Yakima, VVAChange Management Lead ...... ~............................. —.-.--.—...—_.__--13
PART 3: PROJECT PLAN 14
6. Project Stages ...................... ........ ............. ........................ ........................................................... 14
6.1 Initiate and Plan
1^'~^^1~^'~1''^^1~'1~^11--^^^1-1'^1~--^'-
15
611 Initial [ouvdination_—........ ...... —............. --_._..'............. ....... --_.---~—.-.—.lS
6.1.2 Project/Phase Planning. .... ........ .—...--_..'-..~................ ....... .......... ......^~......16
61.3 Infrastructure Plann|n0.—... --- .... ........... .._........ _—....... —..... ......... ...-----17
City ofYakima
Tyler Technologies, Inc Page
Exhibit E
6.1.4 Stakeholder Meeting -..'—.~~_._-~._--.__.18
6.1.5 Intentionally left blank
6.16 Control Point 1:Initiate & Plan Stage Acceptanoe................. -.~........ ... ...... ... .l9
6.2 Assess & Define ..................................... .~.............. ....... -'_-...... .-~--~...... -.,_....... .... 2O
6.2.1 Solution Orientation ...................... .~.-_-.-._....... ~.,...,.-.~............. .~....._.~^.20
6.22 Current & Future State Analysis .... .-------_..._........ -...----~......... ........... 2U
6.2.3 Data Asseasnnent-...~___'........ _...~_...-_.-_-.......... ......... _--.---....... I2
6].4 Conversion Assessment... ...... ...... 23
6.2.5 Intentionally left blank. ~-_-.---__-_--_—.-_--_.__------24
6.2.6 Intentionally left blank ----.---....... .-.—...... --_..._-......... ........ .-....... 24
6.2.7 Control Point 2:Assess & Define Stage Acceptance ................ ...... ...... ........ .......... .._- 24
6.3 Prepare Solution —'_,._.-_.~.__24
6.3.1 Initial System Deployment --..,....-................... ............. .....-._.-_.... 24
6.3.2 Configuration ........... ---.-----...... ___ ........ ...... .-.......... ..... .... ... _....--.~.-.ZG
6.3.3 Process Refnenoent_-_.... .--_.__..~.~._.._____..~..-_...... ~._~-.-._.27
6.3.4 Conversion Delivery .......................................... ....... ---....._.........-..-......~-_. 28
6.3.5 Intentionally left blank --------...... _.~--------._..-.__...-.--...-..—.3U
6.3.6 Intentionally left blank ------------------.....-_.-.-'._._._.--. 30
6.3.7 Control Point 3:Prepare Solution Stage Acceptance .......... -....''—...-.~_..-..-.--.3O
6.4 Production Readiness ----------------------_---____.-.-.---_-- 30
6.4.1 Solution Validation ........................ ...--........ --.............. ._........ ...... .....-.~...--.3U
6.4.2 Go -Live Readines.................. ..~....... ..-.~.-_-....... ........... ......... .~.-~--_._-..31
6,4.3 End User Training --__--.--'--...''—_--~---.--.—_---.___--~- 32
6.4.4 Control Point4: Production Readiness Stage Acceptance- ....... ........ ....... -........ _........ 33
6.5 Production ................. ....._.._..--._....--...-............. ...... ._.-.-.-......... -.--..34
6.5.1 Go -Live ........... ___ ........ .__--_._.._.......... ____ ...... ........ __........... ....... ....... _34
6.5.2 Transition to Client Services ....... ....... ...... ...... ....... 3 5
6.53 Post Go -Live Activities . ...... ....... ............ ..-.-' 36
6.5.4 Control Point S:Production Stage Acceptance ............... .,.._-..--.-_.--.,'_.--~.... 37
6.6 Close ..... .-... .-........... -.......... ............... --..-...-_-.--..~._..__....-._...-..-37
6.6.1 Phase Closeout ............ --_--_._-........ ---_---__----------.-....... 38
6fi2 Project Closeout .......... -----^.---.-...-.._----.-._-.-......-.-........,39
6.6.3 Control Point6: Close Stage Acceptance ...---_-._------'_-----._......... 40
^^''.... '''`^^'~-'`-'''^'-'~~-~-'```
-._19
7. General Assumptions 40
7.1 Project ....-.40
72 Organizational Change Management ................. ...-_................. ............ ........... ...... .......... 4O
73 Resources and Scheduling .................................. .-_-.......... ....~-_.~,_,....... -_-__.41
7.4 Data ........................................................................... .'..-~.-................ ....^~......... ___ ....... 41
7.5 Facilities ....................................................................... ._-_--....... ..---..-.-.--..--42
8. Glossary ....................................................................................................... _.~^~^................ .... .43
PART4: APPENDICES ............................. ...... ~~_~~~.......... ..................................................................... 46
City of Yokirn a
Tyler Technologies, Inc. Poge
Exhibit E
9.1.1 Accounting .............................................. .-.~--...-.~--~.-__._.~.._-._........ _46
9.1.2 Human Resources Management ............ ......... ..~........ _.-............ ~-.-__....... ..—^_..46
9.1.3 Payroll -PW1Action History ........ .._......-....... --_...---_..._----._----.46
9.1.4 PayroU-Pushion Control ---_--.-....... _--.-_......... -..-_-.-_-.'.-.-..... 46
9.1.5 Payroll -Accrual Balances ............ ......-.—..-......... ......... ...-........ ---.......... ...-.46
9.1.6 Payroll - Accumulators ... -------_-_--._-----._........ -....... 46
9.17 Payroll -Check History ............................... -_-.......... ....-.._..-............... ....,.--46
9.1.8 Payroll ' Deductions ......................................... ____ ...... ...'.....--_.......... _...... ......... .46
9.1.9 PayroU-Eannine/DeductkmHist .------_
10' Additional Appendices ................................................ .......................................................... ..... 4D
10.1 Tyler and Client Work Split Assumptions ...... -......... .~.......... .~-.~............ -,...... -_.---'40
10.1.1 Increased Work Split Hours ................ ---_--_._-......... ___-.-._.~........ 48
10.2 Intentionally left blank ....... --.-...-~...-.-.-........... ~..~...... -4&
11. Project Timeline ......................................................................... .................. _............ 49
11.1 ERPPnojatTlme|ine-----'
City of Yakima
Exhibit E
Part����f 1 ^ [��x���A�^���� �U�M������
-L [�^^�~^�����vv- Summary �
1. Project Overview
1.1 |Otr]dUCƒ'QD
Ty|erTechno|ogies("Ty|er")isthe|argestandmmtestabhshedproviderofinteQratedsoftwareand
technology services focused solely on the public sector. Tyler's end -to -end solutions empower public sector
entities including local, state, provincial and federal government, to operate more efficiently and connect
more transparently with their constituents and with each other. By connecting data and processes across
disparate systems, Tyler's solutions transform how clients gain actionable insights that solve problems in their
communities.
1.2 Project Goals
This Statement ofWork ("SOW") documents the methodo|ogy, implementation stages, activities, and roles
and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler
and the City of Yakima, WA (collectively the "Project").
The overall goals of the project are to:
m Successfully implement the contracted scope ontime and onbudget
• Increase operational efficiencies and empower users tobemore productive
• Improve accessibility and responsiveness to external and internal customer needs
w Overcome current challenges and meet future goals
* Providing single, comprehensive, and integrated solution to manage business functions
• Streamline business processes through automation, integration, and workf1ows
• Provide a user-friendly user interface to promote system use and productivity
It Eliminate redundant data entry
1.3 Methodology
This is accomplished by the City of Yakima, WA 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 toensure adherence toscope, budget, timeline contro|s, effective
communications, and quality standards. Clearly defined, the project methodology repeats consistently across
Phases, and is scaled to meet the City of Yakima, WA's complexity and organizational needs.
City Yfyokimo
Tyler Technologies, Inc Pngc/ I
`
Exhibit E
Tyler's Six Stage Project Methodology
The methodology adapts to both single-phase and multiple -phase projects.
Toachieve Project success, it is imperative that both the City of Yakima, WA and Tyler commit to including the
necessary leadership and governance. During each stage of the Project, it is expected that the City of Yakima,
WA 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 of Yakima, VVA 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.
U Project N� ��U
n��������x��w"
The delivery approach issystematic, which reduces variability and mitigates risks toensure 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.
City of Yokimn
Exhibit E
=
Part
2 . Project
Foundation
2. Project Governance
Project governance is the management framework within which Project decisions are made. The role of
Project governance is to provide a decision -making approach that is logical, robust, and repeatable. This
allows organizations to have a structured approach for conducting its daily business in addition to project
related activities.
This section outlines the resources required to meet the business needs, objectives, and priorities for the
Project, communicate the goals to other Project participants, and provide support and guidance to
accomplish these goals. Project governance defines the structure for escalation ofissues 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 of Yakima, WA collaborate to
resolve P��ectchaUenBes 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
of Yakima, WA Steering Committee become the escalation points to triage responses prior to escalation to
the City of Yakima, WA and Tyler executive sponsors. As part of the escalation process, each Project
governance tier presents recommendations and supporting information to facilitate knowledge transfer and
issue resolution. The City of Yakima, WA and Tyler executive sponsors serve as the final escalation point.
Project Governance Relationships
EXECUTIVE SPONSOR
Champions the project secures buy4n, provides
oversight and uffinte decislon-making
STEERING mMMIM
Monitors progress, goals and objectives
PROJECT MANAGER
YYLER LEADERSHIP, ,
EXECUnVE SPONSOR
Provides oversight and ultimate mocision4naklng
IMPLEMENTATION MANAGER
Monitor s progress
PROJECT MANAGER
ovw wp"' projecl i0kthlia Awl t'i4s Oversees project schedule and tasks
City of Yakima
Tyler Technologies, Inc. Page /J
Exhibit E
��EENNES,
3. Project Scope Control
3.1 Managing Scope and Project Change
Project Management governance principles contend that there are three connected constraints on a Project:
budget, timeline, and scope. These constraints, known as the "triple constraints" or project management
triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the
work performed to deliver a product, service or result with the specified features and functions, while time is
simply defined as the schedule. The Triple Constraint theory states that if you change one side of the triangle,
the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased,
cost and time to complete will also need to increase. The Project and executive teams will need to remain
cognizant of these constraints when making impactful decisions to the Project. A simple illustration of this
triangle is included here, showing the connection of each item and their relational impact tothe overall
Scope.
ProjecManagement Triangle
t
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 inthe following section.
3.2 Change Control
It may become necessary to change the scope of this Project due to unforeseeable circumstances (e.g., new
constraints or opportunities are discovered). This Project is being undertaken with the understanding that
Project scope, schedule, and/or cost may need to charge to produce optimal results for stakeholders.
Changes to contractual requirements will follow the change control process specified in the final contract,
and asdescribed below.
3.3 Change Request Management
Should the need for achange toProject scope, schedule, and/or cost beidentified 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 of Yakima, WA; for example, the City of Yakima, WA may decide it no longer
City of Yakima
Tyler Technologies, Inc.
�����
INNIONN
Exhibit E
needs a deliverable originally defined in the Project. The Change Request will include the following
• The nature of the change.
• A good faith estimate of the additional cost or associated savings to the City of Yakima, WA, if any,
* The timetable for implementing the change.
m The effect on and/or risk to the schedule, resource needs or resource responsibilities.
The City of Yakima, WA 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 of Yakima,
WA). 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 inthe Statement ofWork.
CLIENT IDENTIFIES
NEED/ DESIRE FOR
CHANGE
City of Yakima
Tyler Technologies, Inc.
DETERMINES OUT
OFSCOPE
Change Request Process
CLIENT DETAILS
NEED IN CHANGE
REQUEST FORM
nTYUERAGREES
WITH THE REQUEST
Estinnsts provided to mont,
preftil
CLIENT AUTHORIZES SCHEDULE ADJUSTED TO
OR DECLINES THE ACCOMMODATE THE
CHANGE CHANGE IF NECESSARY
hickgIni adMon of now tasks
Exhibit E
4. Acceptance Process
The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will
vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success
of the Project that each Yakima, WA office or department designates specific individuals for making decisions
onbehalf oftheir offices ordepartments.
Both Tyler and the City of Yakima, WA 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 Yakima, WA feedback and approval on Project deliverables will be critical to the
success of the Project. The City of Yakima, WA project manager will strive to gain deliverable and decision
approvals from all authorized Yakima, WA 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 Yakima, WA
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 ofYakima, VVAshall have five (5)business days from the date ofdelivery, urasotherwise
mutually agreed upon by the parties in writing, to accept each Deliverable or Control Point. |fthe City
of Yakima, WA does not provide acceptance or acknowledgement within five (5) business days, or the
otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or
Control Point as accepted.
• If the City of Yakima, WA does not agree the Deliverable or Control Point meets requirements, the
City ofYakima, VVAshall notify Tyler project manaAer(s), inwriting, with reasoning within five (5)
business days, or the otherwise agreed -upon timeframe, not to be unreasonably withheld, of receipt
ofthe Deliverable.
� Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City of Yakima,
WA 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 of
Yakima, WA 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
�� Roles ^��� '�~'|'f'
_,. /^��/�����ylv�/x����]��D8|m|HOes
The following defines the roles and responsibilities of each Project resource for the City of Yakima, WA and
Tyler. Roles and responsibilities may not follow the organizational chart or position descriptions at the City of
Yakima, WA, but are roles defined within the Project. |tiscommon for individual resources on both the Tyler
and Yakima, WA project teams to fill multiple roles. Similarly, it is common for some roles to be filled by
multiple people.
5.1 Tyler Roles &Responsibilities
Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one
Phase in duration). Additional Tyler resources are assigned as the schedule develops and as needs arise.
City of Yu§mo
Tyler Technologies, Inc. Poyp/6
Exhibit E
5.1.1 Tyler Executive Manager
Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation
process. This team member offers additional support to the Project team and collaborates with other Tyler
department managers as needed to escalate and facilitate implementation Project tasks and decisions.
w Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying
the City ofYakima, VVAsoverall organizational strategy.
w Authorizes required Project resources.
• Resolves all decisions and/or issues not resolved at the implementation management level as part of
the escalation process.
• Acts asthe counterpart tothe City ofYakima, VVA'sexecutive sponsor.
5.1.2 Tyler Implementation Manager
• Tyler implementation manaOementhasindirecLinvokementwhhthePuojec and ispart ofthe 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 Yakima, WA management as appropriate. Tyler executive
management is the escalation point for any issues not resolved at this level.
m 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.
m Monitors Project progress including progress towards agreed upon goals and objectives.
5.1.3 Tyler Project Manager
w 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 nfYakima, WA, the Tyler Project Manager provides regular updates to the City of Yakima, WA
Steering Committee and other Tyler governance members. Tyler Project Manager's role includes
responsibilities inthe following areas:
5.1.3.1 Contract Management
* Validates contract compliance throughout the Project.
• Ensures Deliverables meet contract requirements.
* Acts asprimary point ofcontact for all contract and invoicing questions.
• Prepares and presents contract milestone sign -offs for acceptance by the City of Yakima, WA project
mmna8er(s).
• Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.
5.1.3.2 Planning
• Delivers project planning documents.
• Defines Project tasks and resource requirements.
• Develops initial Project schcdu|cand PuojcctManaQumcntPlan,
City ofYakima
Exhibit E
� Collaborates with the City of Yakima, WA project manager(s) to plan and schedule Project timelines to
achieve on -time implementation.
5.1.3.3 Implementation Management
� Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus
actual are transparent and handled effectively and efficiently.
� Establishes and manages a schedule and Tyler resources that properly support the Project Schedule
and are also inbalance with Scope/budQet
� Establishes risk/issue tracking/reporting process between the City of Yakima, WA and Tyler and takes
all necessary steps to proactively mitigate these items or communicate with transparency to the City
ofYakima, VVAany items that may impact the outcomes ofthe Project.
� Collaborates with the City of Yakima, WA's project manager(s) to establish key business drivers and
success indicators that will help togovern Project activities and key decisions toensure a quality
outcome ofthe project.
� Collaborates with the City of Yakima, WA's project manager(s) to set a routine communication plan
that will aide all Project team members, of both the City of Yakima, WA and Tyler, in understanding
the goals, objectives, status, and health ofthe Project.
5.1.3.4 Resource Management
w Acts asliaison 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 toProject 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 asnecessary.
m Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks.
5.1.4 Tyler Implementation Consultant
• Completes tasks asassigned bythe Tyler project mana8er(s).
° Documents activities for services performed byTyler.
• Guides the City of Yakima, WA through software validation process following configuration.
• Assists during Go -Live process and provides support until the City of Yakima, WA transitions to Client
Services.
m Facilitates training sessions and discussions with the City of Yakima, WA and Tyler staff to ensure
adequate discussion of the appropriate agenda topics during the allotted time.
• May provide conversion review and error resolution assistance.
5.1.5 Tyler Sales
* Supports Sales toImplementation knowledge transfer during Initiate &Plan.
* Provides historical information, as needed, throughout implementation.
� Participates in pricing activities if additional licensing and/or services are needed,
5.1.6 Tyler Technical Services
° Maintains Tyler infrastructure requirements and design document(s).
• Involved in system infrastructure p|anning/revievv(s).
City of Yokimo
Tyler Technologies, Inc. Page /8
Exhibit E
m Provides first installation oflicensed software with initial database on servers.
m Supports and assists the project team with technical/environmental issues/needs,
m Deploys Tyler products.
5.2 Yakima, WA Roles @\ Responsibilities
Yakima, VVAresources will be assigned prior to the start of each Phase of the Project. One person may be
assigned to multiple Project roles.
5.2.1 Yakima, WAExecutive Sponsor
The City of Yakima, WA 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 of Yakima,
WA steering committee, project manager(s), and functional leads to make critical business decisions for the
City ofYakima, WA.
°
=
m
Champions the project atthe executive level tusecure buy'n.
Authorizes required project resources.
Actively participates inorganizational change communications.
5.2.7 Yakima, WA Steering Committee
The City of Yakima, WA 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 of Yakima, WA project manager and Project through participation in regular
internal meetings. The City ofYakima, VVAsteering committee remains updated on all Project progress,
Project decisions, and achievement of Project milestones. The City of Yakima, WA 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.
m Attends all scheduled steering committee meetings.
° Provides support for the project team.
m Assists with communicating key project messages throughout the organization.
� Prioritizes the project within the organization.
m Ensures the project staffed appropriately and that staff have necessary resources.
m Monitors project progress including progress towards agreed upon goals and objectives.
� Hasthe authority to approve or deny changes impacting the following areas:
o Cost
o Scope
o Schedule
o Project Goals
o Yakima, VVAPolicies
o Needs ofother client projects
City of Yakima
Tyler Technologies, Inc, Page 19
��
Exhibit E
5.2.3 Yakima, WA Project Manager
The City of Yakima, WA 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 of Yakima, WA Project Manager should communicate decisions and commitments to the Tyler project
manager(s) in a timely and efficient manner. When the City of Yakima, WA 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 of Yakima, WA project
manager(s) are responsible for reporting to the City of Yakima, WA steering committee and determining
appropriate escalation points.
5.2.3.1 Contract Management
* Validates contract compliance throughout the project.
° Ensures that invoicing and Deliverables meet contract requirements.
• Acts as primary point of contact for all contract and invoicing questions. Collaborates on and
approves Change Requests, if needed, to ensure proper scope and budgetary compliance.
5.2.3.2 Planning
• Reviews and accepts project planning documents.
• Defines project tasks and resource requirements for the City of Yakima, WA project team.
• Collaborates inthe development and approval ofthe project schedule.
• Collaborates with Tyler project manager(s) to plan and schedule project timelines to achieve on -time
implementation.
5.2.3.3 Implementation Management
° Tightly manages project budget and scope.
m 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 toestablish and manage aschedule 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 of Yakima, WA 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 mana8er(s)toestablish 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 nfYakima, VVAstaff and Tyler, aiding inthe understanding
of goals, objectives, current status, and health of the project by all team members.
w Manages the requirements gathering process and ensure timely and quality business requirements
are being provided toTyler.
S.2.3.4 Resource Management
• Acts asliaison between project team and stakeholders.
* Identifies and coordinates all Yakima, VVAresources across all modules, phases, and activities
including data conversions, forms design, hardware and software installation, reports building, and
satisfying invoices.
City of Yakima
Tyler Technologies, Inc. Page /l0
1=1
Exhibit E
a Provides direction and support toproject team.
w Builds partnerships among the various stakeholders, negotiating authority to move the project
forward.
a Manages the appropriate assignment and timely completion of tasks as defined.
a Assesses team performance and takes corrective action, ifneeded.
w Provides guidance to Yakima, WA technical teams to ensure appropriate response and collaboration
with Tyler Technical Support Teams to ensure timely response and appropriate resolution.
is Owns the relationship with in -Scope 3rd party providers and aligns activities with ongoing project
tasks.
� Ensures that users have appropriate access toTyler pnojecttoo|sets as required.
� Conducts training onproper use oftno|sets.
w Validates completion of required assignments usingtoo|sets.
5.2.4 Yakima, WA 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.
m Identifies and includes additional subject matter experts to participate in Current & Future State
Analysis.
• Validates that necessary skills have been retained byend users.
p Provides End Users with dedicated time to complete required homework tasks.
• Acts as an ambassador/cham pion of change for the new process and provide business process
change support.
w Identifies and communicates any additional training needs or scheduling conflicts to the City of
Yakima, VVAproject 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 ofrisk register
o Escalation ofissues
o Communication with Tyler project team
o Coordination ofYakima, VVAresources
u Attendance atscheduled sessions
o Change management activities
o Modification specification, demonstrations, testing and approval assistance
o Data analysis assistance
o Decentralized end user training
n Process testing
o Solution Validation
5.2.5 Yakima, WA Power Users
°
�
°
Participate inproject activities asrequired bythe project team and project mana8er(s).
Provide subject matter expertise on the City of Yakima, WA business processes and requirements.
Act as subject matter experts and attend Current & Future State Analysis sessions as needed.
City cƒYakima
Tyler Technologies, Inc.
�
Page /12
Exhibit E
m Attend all scheduled training sessions.
° Participate in all required post -training processes asneeded throughout project.
* Test all application configuration to ensure it satisfies business process requirements.
m Become application experts.
m Participate inSolution 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 toGo-|ive.
• Provide knowledge transfer to the City of Yakima, WA staff during and after implementation.
• Participate in conversion review and validation.
5.2.6 Yakima, WA End Users
* Attend all scheduled training sessions.
• Become proficient inapplication functions related tojob duties.
• Adopt and utilize changed procedures.
• Complete all deliverables bythe due dates defined inthe project schedule.
w Utilize software to perform job functions atand beyond Go -live.
5.2.7 Yakima, WATechnical Lead
m Coordinates updates and releases with Tyler asneeded.
* Coordinates the copying of source databases to training/testing databases as needed for training
days.
w Coordinates and adds new users, printers and other peripherals asneeded.
• Validates that all users understand log -on process and have necessary permission for all training
sessions.
• Coordinates interface development for Yakima, WA third party interfaces.
m Develops nrassists increating reports asneeded.
* Ensures on -site system meets specifications provided by Tyler.
• Assists with software installation asneeded.
• Extracts and transmits conversion data and control reports from the City of Yakima, WA's legacy
system per the conversion schedule set forth inthe project schedule.
5.2.7.1 Yakima, WA 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 tomanage the City ofYakima, VVA'ssoftware upgrade process.
Assists with the software upgrade process during implementation.
Manages software upgrade activities post-imp|ementation.
Manages software upgrade plan activities.
Coordinates software upgrade plan activities with Yakima, WA and Tyler resources.
Communicates changes affecting users and department stakeholders.
Obtains department stakeholder acceptance to upgrade production environment.
5.2.8 Yakima, WA Change Management Lead
Validates that users receive timely and thorough communication regarding process changes.
City of Yakima
Tyler Technologies, Inc.
Page /1I
`
���� ma
. ����
Exhibit E
* Provides coaching to supervisors to prepare them to support users through the project changes.
• Identifies the impact areas resulting from project activities and develops a plan to address them
proactively.
" Identifies areas ofresistance and develops plan to reinforce the change.
• Monitors post -production performance and new process adherence.
City of Yakirno
Tyler Technologies, Inc, Page / 13
Exhibit E
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Part 3: Project Plan
6. Project Stages
Work Breakdown Structure
The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into
smaller, more manageable components. The top-level components are called "Stages" and the second level
components are called "Work Packages". The work packages, shown below each stage, contain the high-level
work to be done. The detailed Project Schedule, developed during Project/Phase Planning and finalized during
subsequent stages, lists the tasks to be completed within each work package. Each stage ends with a "Control
Point", confirming the work performed during that stage of the Project has been accepted by the City of
Yakima, WA.
Work Breakdown Structure (WBS)
INITIATE
& PLAN
LI Initial
Ctxtrdinatici
1-2 rniectifPnaan
playknifig
1.3 Infraattuatiire
Planning
*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.
City of Yakima
Tyler Technologies, Inc,
Exhibit E
6.1 |n'f'8te 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 asneeded.
6.1.1 Initial CDO'diO8tiDO
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 of Yakima, WA
with initial Project documents used to gather names of key peoonne[ their functional role as it pertains to
the Project, aswell asany blackout dates toconsider for future planning, the City ofYakima, VVAgathers the
information requested by the provided deadline ensuring preliminary planning and scheduling can he
conducted moving the Project forward in a timely fashion. Internally, the Tyler Project Manager(s) coordinate
with sales to ensure transfer ofvital information from the sales process prior to scheduling Project Planning
Meeting with the City of Yakima, WA's team. During this step, Tyler will work with the City of Yakima, WA to
establish the clate(s)for the Project and Phase Planning session.
Objectives:
* Formally launch the project.
• Establish project governance.
° Define and communicate governance for Tyler,
* Identify Yakima, VVAproject team.
Initial Coordination
RACI MATRIX KEY:
R=Responsible
^=xccountoble
[=Consulted
Tyler project tea m is assigned
Yakima, WAproject team is
assigned
Provide initial project
documents tnthe City of
Yakima, WA
Gather preliminary information
requested
Sales tnimplementation
I knowledge transfer
City of Yakima
Tyler Technologies, Inc.
Yakima, WA
A
�
�
|
Change Management Leads
R|CC
C
Technical Leads
[
Department Heads
`
Exhibit
- --
Create Project Portal tnstore
project artifacts andfaci|itat
communication
V,
`
Inputs
Contract documents
Statement of Work
Working initial project documents
Project portal
Work package assumptions:
Project activities begin after the agreement has been fully executed,
6.1.2 Project/Phase Planning
Project and Phase planning provides an opportunity to review the contract, software, data conversions and
services purchased, identify applications to implement in each Phase (if applicable), and discuss
implementation timef/ames.
During this work package Tyler will work with the City of Yakima, WA to coordinate and plan a formal Project
planning meeting(s). This meeting signifies the start of the Project and should be attended by all Yakima, WA
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
of Yakima, WA'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 of Yakima, WA 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 beexecuted, monitored, and controlled.
During project planning, Tyler will introduce the tools that will be used throughout the implementation. Tyler
will familiarize the City of Yakima, WA 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.
Project/Phase Planning
City nfyokimo
Tyler Technologies, Inc.
Yakima, WA
Pogc/26
Exhibit E
�
RACI MATRIX KEY:
R=Responsible
A~Accountable
C=Consulted
in
�
Schedule and
conduct planning
Develop Project
Management Plan
Develop initial
project schedule
Inputs
Contract documents
Statement of Work
Guide to Starting Your Project
Outputs / Deliverables
Project Management Plan
Project Operational Plan
Initial Project Schedule
Acceptance Criteria [only) for Deliverables
Delivery of document
Delivery ofdocument
-
Yakima, WA provides acceptance of
schedule based onresource availability,
project budget, and goals.
Work package assumptions:
* Yakima, WA has reviewed and completed the Guide to Starting Your Project document.
6.1.3 Infrastructure Planning
Procuring required hardware and setting it up properly is a critical part ofa 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 of Yakima, WA to install License Software.
The City of Yakima, WA is responsible for the installation and setup of all peripheral devices.
= Ensure the City of Yakima, WA's infrastructure meets Tyler's application requirements.
m Ensure the City of Yakima, WA's infrastructure is scheduled to be in place and available for use on
Infrastructure Planning
City cƒYakima
Tyler Technologies, Inc. Page / 17
Exhibit E
"WWW"A
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.
RACI MATRIX KEY:
R=Responsible
A~Accountable
[=Consulted
Provide Infrastructure
Requirements and
Design oocument
Initial Infrastructure
[Neetin^
3chedu|eSaaS
Environment
Availability _
Schedule Installation
ofAll Licensed
Software
Infrastructure Audit
Inputs
Wo
Wr
on
Initial Infrastructure Requirements
mgpgg
IN I 'p""'gg
Yakima, WA
Outputs/
Deliverables
Acceptance Criteria [onk]fovDelkerables
Completed Infrastructure Requirements
Delivery ufRequirements
Infrastructure Audit
6.1.4 Stakeholder Meeting
System Passes Audit Criteria
Communication of the Project planning outcomes to the City of Yakima, WA Projectteam, 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 of Yakima, WA 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.
Stakeholder Meeting
City of Yokimo
Tyler Technologies, Inc.
CqA Yakima, WA
Pogc/ 18
�
Exhibit E
RAO MATRIX KEY:
K= Responsible
A=Accountable
[=Consulted
I informed
Create Stakeholder
Meeting Presentation
Review Stakeholder
Meeting Presentation
-
Perform Stakeholder
Meeting Presentation
Inputs
Outputs /
Deliverables
Agreement
�
�
A�
u
i
C
!
pepartmemHead
sow
Project Management Plan
Stakeholder Meeting Presentation
Acceptance Criteria [only] for Deliverables
Work package assumptions:
N None
6.1'5 IOt2OtjOD@|ly left blank.
6.1.6 Control Point 1: Initiate & P|2M Stage Acceptance
Acceptance criteria for this stage includes completion of all criteria listed below.
Note: Advancement to the Assess & Define stage is not dependent upon Tyler's receipt of this stage
acceptance.
Initiate & Plan Stage Deliverables:
° Project Management Plan
• Initial Project Schedule
Initiate & Plan stage acceptance criteria:
p All stage deliverables accepted based onacceptance chtehaprevous|ydeMned
* Project governance defined
• Project portal made available tothe City ofYakima, VVA
m Stakeholder meeting complete
City of Yakima
Tyler Technologies, Inc.
UNII
Pngc/29
Exhibit E
6.2 Assess & Define
The Assess & Define stage will provide an opportunity to gather information related to current Yakima, WA
business processes. This information will be used to identify and define business processes utilized with Tyler
software. The City of Yakima, WA collaborates with Tyler providing complete and accurate information to
Tyler staff and assisting in analysis, understanding current workflows and business processes.
6.2'1 Solution Orientation
The Solution Orientation provides the Project stakeholders a high-level understanding of the solution
functionality prior to beginning the current and future state analysis. The primary goal is to establish a
foundation for upcoming conversations regarding the design and configuration of the solution.
Tyler utilizes avariety oftools for the Solution Orientation, focusinQonYakima,VVAteamknow|ed8etransfer
such as: eLearning, documentation, or walkthroughs. The City of Yakima, WA 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.
m Provide abasic understanding ofsystem functionality.
• Prepare the City of Yakima, WA for current and future state analysis.
STAGE 2 Solution Orientation
| RAOMATRIX KPY:
R=Kespoosble
A~Acountable
[('vnSu|ted
I Informed
Provide pre -requisites
��
Complete pre -requisites
-
Conduct orientation
puts
IN
Yakima, WA
Solution orientation materials
Project Manager
A
Functional Leads
|
�
�
[
|
Training Plan
6.2.2 Current & Future State Analysis
Technical Leads
[
The Current & Future State Analysis provides the Project stakeholders and Tyler an understanding of process
changes that will beachieved with the new system.
The City of Yakima, WA and Tyler will evaluate current state processes, options within the new software, pros
and cons of each based on current ordesired state and make decisions about the future state configuration
and processing. This may occur before or within the same tirneframe as the configuration work package. The
City nfYakima
Tyler Technologies, Inc.
Exhibit E
options within the new software will belimited 10the scope ofthis implementation andvviUmakeuseof
standard Tyler functionality.
The City of Yakima, WA will adopt the existing Tyler solution wherever possible to avoid project schedule and
quality risk from over customization ofTyler products. histhe City ofYakima, VVA'sresponsibility toverify
that in -scope requirements are being met throughout the implementation if functional requirements are
defined as part ofthe contract. The following guidelines will befollowed when evaluating ifa modification to
the product isrequired:
• Areasonable business process change isavailable.
• Functionality exists which satisfies the requirement.
° Configuration ofthe 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.
Current & Future State Analysis
1
'
RACI MATRIX KEY:
K=Responsible
A=xcznomable
[=[onov|»ed
|=|ob'med
Current State process
review
Discussfutue*mte
options
Make future -state
decisiona(non+COTS)
Document anticipated
configuration options
e0ni/edrosupport
future state
�
�Yakknm WA
Project Manager
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A
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n I�uncduna|Leads
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0epartmemHeads
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m
Inputs
Yakima, WA current state documentation
Solution Orientation completion
outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Documentation that describes future -state
decisions and configuration options tnsupport
future -state decisions.
Work package assumptions,
City of Yakima
dmlklk
ogies, Inc.
Delivery ofdocument
o
C
[
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Exhibit E
• Yakima, WA attendees possess sufficient knowledge and authority to make future state decisions.
• The City of Yakima, WA is responsible for any documentation of current state business processes.
• The City of Yakima, WA can effectively communicate current state processes.
6.2.3 Data Assessment
Given the completion of the Current & Future State Analysis, the Data Assessment will provide the
implementation team the design for data delivery prior to configuration. The data Assessment will also allow
the Tyler and the City of Yakima, WA teams to identify the data that will be configured within the Tyler
System. The team will develop and map out clataset structures to ensure that data is structured in a way that
allows maximum utility.
The teams will review any existing data publish and metaclata standards for the City of Yakima, WA's current
data program to determine any necessary adjustments or configuration needs. Finally, the implementation
team develops data workflows to map data from the source system(s) into the Tyler system, discussing any
additional data requirements asneeded.
Objectives:
=
�
�
°
Communicate acommon understanding ofthe project goals with respect to data.
Ensure complete and accurate source data isavailable for review/transfer.
Map the data from the source tothe Tyler system.
Document the data conversion/loading approach.
RAOMATRIX KEY:
R=Responsible
A=Accountable
[=Consulted
Extract Data from Source
Systems
Complete Data
Anakois/MaR��
jg
Review and Scrub Source
Data
Bu||d/UpdoteData
[onverslonPlan
Data Conversion Assessment
1 Yakima, WA
Project Manager
A
[
Functional Leads
R
/
Fhange Management Leads
I C
Ln.
�
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'a
^
Inputs
Yakima, WA Source data
Yakima, WA Source data Documentation (if available)
City 9fvokimo
Tyler Technologies, Inc,
Exhibit E
INI
a
Outputs /
Deliverables
Data Conversion Plan built/updated (if
applicable)
Acceptance Criteria [only] for Deliverables
Yakima, VVAAcceptance nfData Conversion
Plan, if Applicable
Yakima, mAacceptance ofSolution Design
Document
Work package assumptions:
• Tyler will beprovided with data from the Legacy system(s)inamutually agreed uponfonnat.
° Tyler will work with the City of Yakima, WA representatives to identify business rules before writing
the conversion.
ot Yakima, WA subject matter experts and resources most familiar with the current data will be involved
inthe data conversion planning effort.
6.2.4 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 tothe Tyler
system. The first stepinthisprocessistoperformanassessmentoftheexistin8("|eCaoy)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.
• Communicate a common understanding of the project goals with respect to data,
u Ensure complete and accurate source data is available for review/transfer.
m Map the data from the source tothe Tyler system.
• Document the data conversion/loading approach.
Data Conversion Assessment
_
RAOMATRiX KEY:
R~Responsible
A~Accountable
C=Consulted
Extract Data from
Source Systems
Review and Scrub
Source Data
8uild/UpdmeDato
Conversion Plan
City ofynkimo
Tyler Technologies, Inc,
-
Yakhn.1,VVA
xecutive Sponsor
Steering Committee
A
4 R
[
C
R
I
Exhibit E
SUN
=
Inputs
Yakima, WA Source data
Yakima, WA Source data Documentation (if available)
Outputs /
Deliverables
Data Conversion Plan built/updated
Work package assumptions:
Acceptance Criteria [only] for Deliverables
. ... �� '
Yakima, NNAcceptance ofData Conversion
Plan, if Applicable
• Tyler will be provided with data from the Legacy system(s) in a mutually agreed upon format.
~ Tyler will work with the City of Yakima, WA representatives to identify business rules before writing
the conversion.
• Yakima, WA subject matter experts and resources most familiar with the current data will be involved
inthe data conversion planning effort.
6.2.5 Intentionally left blank.
6.2.6 Intentionally left blank.
6.2.7 Control Point 2: Assess & Define Stage AcCeOt8OC2
Acceptance criteria for this Stage includes completion of all criteria listed below.
Note: Advancement to the Prepare Solution Stage is dependent upon Tyler's receipt of the Stage Acceptance.
Assess & Define Stage Deliverables:
Documentation of future state decisions and configuration options to support future state decisions.
Modification specification document.
Assess & Define Stage Acceptance Criteria:
All stage deliverables accepted based oncriteria previously defined.
Solution Orientation is delivered.
Conversion data extracts are received by Tyler.
Data conversion plan built.
6.3 Prepare Sn|Uf'on
During the Prepare Solution stage, information gathered during the Initiate & Plan and Assess & Define stages
will beused toinstall and configure the Tyler software solution. Software configuration will bevalidated by
the City of Yakima, WA against future state decisions defined in previous stages and processes refined as
needed toensure business requirements are met.
6.3.1 Initial System [)8p|OVDOeOt
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 3obvvae on an approved network and infrastructure. Delays in executing this work package can
affect the project schedule.
City of Yakimo
Exhibit E
�
Objectives:
m All licensed software isinstalled and operational.
a The City of Yakima, WA can access the software.
STAGE Initial System Deployment /Hosted/SaaS\*
RAO MATRIX KEY.
R~Responsible
A~Accountable
[=Consulted
|~Informed
Prepare hosted
environment
Install Licensed
Software with
Initial Database on
Sewe/<d|»/
|ndmjed
Environments
Install Licensed
Software on
Yakima, WA
Devices (if
Tyler System
Administration
Training (if
applicable)
}
/
^~
A
Outputs /
Deliverables
Licensed Software is Installed on the Server(s)
Licensed Software is|nsta|lednnYakima'VVA
Devices (if applicable)
Installation Checklist/System Document
� Infrastructure Design Document
Work package assumptions:
Acceptance Criteria [only] for Deliverables
Software baccessible
Software baccessible
System meets prescribed checklist
R
[
w The most current available version ofthe Tyler Licensed Software will beinstalled.
• The City ofYakima, VVAwill provide network access for Tyler modules, printers, and Internet access to
all applicable Yakima, VVAand Tyler Project staff.
City of Yakima
Exhibit E
6.3.2 Configuration
The purpose of Configuration is to prepare the software product for validation.
Tyler staff collaborates with the City of Yakima, WA to complete software configuration based on the outputs
of the future state analysis performed during the Assess and Define Stage. The City of Yakima, WA
collaborates with Tyler staff iteratively to validate software configuration.
• Software isready for validation.
• Educate the City of Yakima, WA Power User how to configure and maintain software.
• Prepare standard interfaces for process validation (if applicable).
�STAGEB
KA0MATRIX KEY:
R=R*sponsib|e
A=Aoouotab|e
[ Consulted
| Informed
Conduct configuration
training
Complete Tyler
configuration tasks
(where asplicable)
Complete Yakima, WA
configuration tasks
(where applicable)
Standard interfaces
configuration and
training (if apolicable)
'i Updates 1oSolution
Validation testing plan
Configuration
Yakima, WA
rg[ommitte
Functional Leads
°
Subject Matter E
Project Manager
A
A
0
Inputs
Documentation that describes future statededsioroandconfigurationopiionstosupportfutoe
state decisions.
-
Output /
Deliverables
Acceptance Criteria [only] for Deliverables
Configured System
Work package assumptions:
City nfYakima
Tyler Technologies, Inc
"
Page /26
Exhibit E
Tyler provides guidance for configuration options available within the Tyler software. The City of
Yakima, WA is responsible for making decisions when multiple options are available.
6.3.3 Process Refinement
Tyler will educate the City of Yakima, WA users on how to execute processes in the system to prepare them
for the validation of the software. The City of Yakima, WA collaborates with Tyler staff iteratively to validate
software configuration options to support future state.
Objectives:
Ensure that the City of Yakima, WA understands future state processes and how to execute the
processes in the software.
• Refine each process to meet the business requirements.
▪ Validate standard interfaces, where applicable.
• Validate forms and reports, where applicable.
STAGE 3
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed
Conduct process
training
Confirm process
decisions
Test configuration
Refine
configuration
(Yakima, WA
Responsible)
Refine
configuration (Tyler
Responsible)
Validate interface
process and results
Update Yakima,
WA -specific
process
documentation (lf
applicable)
Updates to
Solution Validation
testing plan
Process Refinement
Steering Committe
A R
A
A
A
A
Functional Leads
e
C
Change Management Leads
C
R i C
R
C
iTechnical Leads
R I C C
R I C
R
C
City of Yakima
Tyler Technologies, Inc. Page / 27
Exhibit E
------ ---
Inputs
Outputs /
Deliverables
Initial Configuration
Documentation that describes future state decisions and configuration options to support
future state decisions.
Solution validation test plan
_
Updated solution validation test plan
-- —
Completed Yakima, WA -specific process
documentation (completed by Yakima, WA)
Acceptance Criteria [only] for Deliverables
Work package assumptions:
a None
6.3/4 COMve[SiOO Delivery
The purpose ofthis task istotransition the City ofYakima, VVA'sdata from their source ("|egucy")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 of Yakima, WA will review specific data elements within the system and
identify / report discrepancies. Iteratively, Tyler will collaborate with the City of Yakima, WA 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).
°
City of Yakima
Tyler Technologies, Inc
Data Delivery & Conversion
�
Reviews
�Completed
|YaNma WA
'
ff
�
-�r^—
Exhibit E
RACI MATRIX
KEY:
R=Responsible
A=Accountable
[=Consulted
|=informed
Provide data
crosswalks/code
mapping tool
Populate data
crosswalks/code ':
mapping tool
Iterations:
Conversion
Development
Keehnro:
Deliver
converted data
Iterations:
Proof/Review
data and
reconcile to
source system
Inputs
Outputs/
Deliverables
Data Conversion Plan
Configuration
Code Mapping Complete / Validated
Acceptance Criteria [only] for Deliverables
Conversion Iterations / Reviews Complete I Conversion complete, verified, and ready for
final pass
Work package assumptions:
= The City of Yakima, WA will provide a single file layout per source system as identified in the
investment summary.
• The City of Yakima, WA subject matter experts and resources most familiar with the current data will
beinvolved inthe data conversion effort.
• The City of Yakima, WA project team will be responsible for completing the code mapping activity,
with assistance from Tyler.
City of Yokimo
Exhibit E
6.3.5 Intentionally left blank.
6.3.6 Intentionally left blank.
6.3.7 COMtDD| 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 isinstalled.
• Installation checklist/system document
• Conversion iterations and reviews complete,
Prepare Solution Stage Acceptance Criteria,
m All stage deliverables accepted based oncriteria previously defined.
• Software isconfigured.
• Solution validation test plan has been reviewed and updated ifneeded.
6./1 Production Readiness
Activities in the Production Readiness stage will prepare the City of Yakima, WA 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 of Yakima, WA to review the status of the project and the organizations
readiness for go-|ive.
6.4'1 Solution Validation
Solution Validation is the end -to -end software testing activity to ensure that the City of Yakima, WA 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.
m Validate that the solution performs as indicated in the solution validation plan.
w Ensure the City of Yakima, WA organization is ready to move forward with go -live and training (if
_
STAGE 4 Solution Validation
�
City of Yokimo
Tyler Technologies, Inc,
Yakima, WA
Exhibit E
AMMINWON
RAOMATRIX KEY�
R=Responsible
A�Accountable
[=Consulted
`0
�
Update Solution
Validation plan
Update test scripts (as
applicable)
Perform testing
Document issues from
testing
Perform required follow-
up onissues
Inputs
Outputs/
Deliverables
Solution Validation plan
�
o
[
A �A
Completed work product from prior stages (configuration, business process, etc.)
Solution Validation Report
Work package assumptions:
�
Acceptance Criteria [only] for Deliverables
w
Yakima, VYAupdates report with testing results
� Designated testing environment has been established.
� Testing includes current phase activities ordeliverables only,
6.4.2 Go -Live Readiness
Tyler and the City of Yakima, WA 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 of Yakima, WA has considered its ability to
successfully Go -Live, Issues and concerns will be discussed, and mitigation options documented. Tyler and the
City of Yakima, WA 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 toProject teams.
• Acton plan for go -live established.
w Assess go -live readiness.
• Stakeholders informed of go -live activities,
STAGE 4 1 Go -Live Readiness
Yakima, WA
City of Yakima
Tyler Technologies, Inc. Page / 31
Exhibit E
�
RACI MATRIX KEY:
R=Responsible
A=Accountable
[=Consulted
Perform Readiness
Assessment
Conduct Go -Live phnnirE
session
_
order peripheral
hardware (if applicable)
-
--
Confinnpmceduesfnr
Go -Live issue neporting&
resolution
Deve|np5o��echecNbt
_
Final system
infrastructure review
(where applicable)
Future state decisions
G*|ivechecklbt
_
outputs /
Deliverables
Updated go-iive checklist
Work package assumptions:
Acceptance Criteria [only] for Deliverables
Updated Action plan and Checklist for go -live
delivered to the City of Yakima, WA
0 None
6.4'3 End User Training
End User Training is a critical part of any successful software implementation. Using a training plan previously
reviewed and approved, the Project team will organize and initiate the training activities.
Train the Trainer: Tyler provides one occurrence of each scheduled training or implementation topic. Yakima,
WA 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 Yakima, WA specific business process documentation. Yakima, WA -led training labs
using Yakima, WA specific business process documentation if created by the City of Yakima, WA 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.
City of Yakima
Exhibit E
The City of Yakima, WA is prepared for on -going training and support of the application.
STAGE 4 End User Training
III
H4CI MATRIX KEY:
R=Responsible
A~Accountable
[=Consulted
| ~ |ohornned
Train -the -trainer
End User training
(YaNma'VVA'|ed)
Inputs
Training Plan
111111��
List ofEnd Users and their Roles / Job Duties
Configured Tyler System
Yakima, W
Outputs/
Deliverables
End User Training
Work package assumptions:
Acceptance Criteria [only]for Deliverables
Yakima, WA signoff that training was delivered
• The City ofYakima, VVAproject team will work with Tyler tojointly develop atraining curriculum that
identifies the size, makeup, and subject -area of each of the training classes.
• Tyler will work with the City of Yakima, WA as much as possible to provide end -User training in a
manner that minimizes the impact to the daily operations of Yakima, WA departments.
• The City of Yakima, WA will be responsible for training new users after go -live (exception —previously
planned urregular training offerings byTy|er).
6.4.4 Control Point 4: Production Readiness Stage Acceptance
Acceptance criteria for this stage includes all criteria listed below, Advancement to the Production stage is
dependent upon Tyler's receipt of the stage acceptance.
Production Readiness stage deliverables:
° Solution Validation Report.
• Update go -live action plan and/or checklist.
• End user training.
Production Readiness stage acceptance criteria:
All stage deliverables accepted based on criteria previously defined.
City of Yokimo
Exhibit E
V Go -Live planning session conducted.
6.5 prOdUrt'oD
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 of Yakima, WA 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 of Yakima, WA to verify that implementation work is concluded,
post go -live activities are scheduled, and the transition to Client Services is complete for long-term operations
and maintenance of the Tyler software.
6.5.1 Go -Live
FoUnwinQtheacdnnp|onfor8o-Ume,de0nedintheProducbonReadinesrstage,theCityofYakima,VVAand
Tyler will complete work assigned toprepare for Go -Live.
The City of Yakima, WA 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 of Yakima,
WA manually enters any data added to the Legacy System after final data extract into the Tyler system.
Tyler staff collaborates with the City of Yakima, WAduring Go -Live activities. The City of Yakima, WA
transitions toTyler software for day -to day business processing,
Some training topics are better addressed following Go -Live when additional data is available in the system or
based on timing of applicable business processes and will be scheduled following Go -Live per the Project
Schedule.
Objectives:
# Execute day today processing inTyler software.
w Yakima, VVAdata available in Production environment,
Yakima, W
KAL MATRIX KEY:
H=Responsible
A =Azcovntoble
{=Consulted
Project Manager
Provide final source data
extract, if applicable
Final source data pushed
into production
environment, if
applicable
Functiona Leads
'R
C
C
City ofYakima
Tyler Technologies, Inc.
NXIMININNINK
Exhibit E
Proof final converted
data, if applicable
Complete Go -Live
activities asdefined in
the Go -Live action plan
PmvideG*Live
assistance
NOOK
A R
R C
C
C
C
C
Inputs
Outputs /
Deliverables
Comprehensive Action Plan for Go -Live
Final source data (if applicable)
Acceptance Criteria [only] for Deliverables
Data is available in production environment
Work package assumptions:
Yakima, VVAconfirms data isavailable in
production environment
C
= The City of Yakima, WA 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 of Yakima, WA business processes required for Go -Live are fully documented and tested.
� The City of Yakima, WA Project team and subject matter experts are the primary point of contact for
the end users when reporting issues during Go -Live.
� The City of Yakima, WA Project Team and Power User's provide business process context to the end
users during Go'Live.
� TheTy|erGu'Livesupportteamisavai|ab|etoconsu|twiththeCityofYakima,VVAteamsas
necessary.
^ The Tyler Go -Live support team provides standard functionality responses, which may not be tailored
to the local business processes.
6.5.2 Transition to Client Services
This work package signals the conclusion of implementation activities for the Phase or Project with the
exception of agreed -upon post Go -Live activities. The Tyler project manager(s) schedules a formal transition
of the City of Yakima, WA onto the Tyler Client Services team, who provides the City of Yakima, WA with
assistance following Go -Live, officially transitioning the City of Yakima, WA to operations and maintenance.
Objectives:
• Ensure no critical issues remain for the project teams to resolve.
• Confirm proper knowledge transfer to the City of Yakima, WA teams for key processes and subject
areas.
Transition to Client Services
Yakima, WA
City ?fYakima
Tyler Technologies, Inc Page / 35
Exhibit E
RAOMATRIX KEY:
K=Responsible
A~Accountable
C=Consulted
Transfer Yakima, mA to
Client Services and
review issue reporting
and resolution so processes
Review long term
maintenance and
continuous
improvement
--
Omtpma/
Deliverables
Open esLbt
'
Client Services Support Document
ecutive Sponsor
[ �C
'--
[
epartment Heads
Acceptance Criteria [only]for Deliverables
Work package assumptions:
* No material project issues remain without assignment and plan.
6'5'3 Post Go -Live Activities
Some implementation activihesareprovidedpost-productionduetothednningnfbusinessprocesses,the
requirement of actual production data to complete the activities, or the requirement of the system being
used inalive production state.
w Schedule activities that are planned for after Go-Uve.
w Ensure issues have been resolved or are planned for resolution before phase or project close,
Post Go'UveActivities
City of Yakima
Tyler Technologies, Inc,
echnical Leads
Exhibit E
RACMATRIX KEY:
R=Responsible
A=Accountable
[=Consulted
°
Schedule contracted
activities that are
planned for delivery
after go -live
Determine resolution
plan inpreparation for
phase orproject close
out
Inputs I List of post Go -Live activities
Output /
Deliverables
Updated issues log
Acceptance Criteria [mly]for
Deliverables
Work package assumptions:
a System isbeing used in live production state.
6.5'4 CQOt[O| POiOt5: Production Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below:
w Advancement to the Close stage is not dependent upon Tyler's receipt of this Stage Acceptance.
Ot Converted data isavailable inproduction environment.
Production Stage Acceptance Criteria:
m All stage deliverables accepted based oncriteria previously defined.
" Go -Live activities defined inthe Go -Live action plan completed.
= Client services support document isprovided.
The Close stage signifies full implementation of all products purchased and encompassed in the Phase or
Project. The City of Yakima, WA transitions to the next cycle of their relationship with Tyler (next Phase of
implementation or long-term relationship with Tyler Client Semices).
City ofYakima
Tyler Technologies, Inc. Page / 37
.��
�—W�
,
Xq
Exhibit E
6.6.1 Phase Closeout
This work package represents Phase completion and signals the conclusion of implementation activities for
the Phase. The Tyler Client Services team will assume ongoing support of the City of Yakima, WA for systems
implemented in the Phase.
Objectives, -
Agreement from Tyler and the City of Yakima, WA teams that activities within this phase are
complete.
Phase Close Out
RACI MATKIXKEY�
K=Responsible
A=Accountable
C=Consulted
Reconcile project budget
and status ofcontract
Deliverables
�
Hold post phase review
meeting
Release phase -
dependent Tyler project
resources
Participants , Tyler
Project Leadership
Project Manager
Implementation Consultants
Technical Consultants (Conveokon'Deployment,
Development)
Client Services
Contract
Statement nfWork
Project artifacts
-
Outputs/
Deliverables
Final action plan (for outstanding items)
Reconciliation Report
Post Phase Review
City of Yakima
Tyler Technologies, Inc.
Yakima, WA
Yakima, WA
Project Manager
Project Sponsor(s)
Functional Leads, Power Users,
Technical Leads
Acceptance Criteria [only] for Deliverables
Exhibit E
Work package assumptions:
m Tyler deliverables for the phase have been completed.
6.6.2 Project Closeout
Completion of this work package signifies final acceptance and formal closing of the Project.
At this time the City of Yakima, WA may choose to begin working with Client Services to look at continuous
improvement Projects, building onthe completed solution.
• Confirm nucritical issues remain for the project teams toresolve.
~ Determine proper knowledge transfer to the City of Yakima, WA teams for key processes and subject
areas has occurred.
• Verify all deliverables included inthe Agreement are delivered.
STAGE 6 Project Close Out
RACIMATRIX KEY�
8=Responsible
A~Accountable
C~Consulted
^=informed
Conduct post project
review
Deliver post project
report ioYakima, YVA
and Tyler leadership
Release Tyler project
resources
Inputs
Outputs /
Deliverables
Contract
Yakima, WA
C
C
C
C
Statement of Work
Post Project Report
Acceptance Criteria [only] for Deliverables
Yakima, VVAacceptance; Completed report
indicating all project Deliverables and
milestones have been completed
Work package assumptions:
All project implementation activities have been completed and approved.
City of Yakima
er Technologies, Inc.
Exhibit E
� Nucritical project issues remain that have not been documented and assigned.
� Final project budget has been reconciled and invoiced.
� All Tyler deliverables have been completed.
6.6'3 Control Point 6: Close Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Close Stage Deliverables:
01 Post Project Report.
Close Stage Acceptance Criteria:
IN Completed report indicating all Project deliverables and milestones have been completed,
7. General Assumptions
Tyler and the City of Yakima, WA will use this SOW as a guide for managing the implementation of the Tyler
Project as provided and described inthe Agreement. There are a few assumptions which, when
acknowledged and adhered to, will support a successful implementation. Assumptions related to specific
work packages are documented throughout the SOW. Included here are general assumptions which should
be considered throughout the overall implementation process.
7.1 Project
• Project activities will begin after the Agreement has been fully executed,
• The City of Yakima, WA 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 bescheduled and conducted atamutually 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 inthe definition ofthe Change Control Process.
• Tyler will provide a written agenda and notice of any prerequisites to the City of Yakima, WA 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 of Yakima, WA is responsible for making
decisions based onthe options available.
• Implementation of new software may require changes to existing processes, both business and
technical, requiring the City ofYakima, VVAtomake process changes.
w The City of Yakima, WA is responsible for defining, documenting, and implementing their policies that
result from any business process changes.
7.7 Organizational Change Management
Unless otherwise contracted by Tyler, Yakima, WA is responsible for managing Organizational Change.
Impacted Yakima, WA 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
City oƒYakima
Exhibit E
ensuring that impacted Yakima, WA resources understand the value of the change, and why they are being
asked tochange.
7.3 Resources and Scheduling
• Yakima, WA resources will participate in scheduled activities as assigned in the Project Schedule.
• The City of Yakima, WA team will complete prerequisites prior to applicable scheduled activities.
Failure todosnmay affect the schedule.
• Tyler and the City ofYakima, WA will provide resources to support the efforts to complete the Project
asscheduled and within the constraints ofthe Project budget.
• Abbreviated timelines and overlapped Phases require sufficient resources to complete all required
work asscheduled.
• 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 aspart nfthe change control process.
• The City of Yakima, WA will ensure assigned resources will follow the change control process and
possess the required business knowledge to complete their assigned tasks successfully. Should there
be a change in resources, the replacement resource should have a comparable level of availability,
change control process buy-in,and knowledge.
• The City of Yakima, WA 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 of Yakima, WA will respond to information requests in a comprehensive and timely manner,
inaccordance with the Project Schedule.
• The City of Yakima, WA will provide adequate meeting space or facilities, including appropriate
system connectivity, tothe 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.
w Data will be converted as provided and Tyler will not create data that does not exist.
• The City of Yakima, WA is responsible for the quality of legacy data and for cleaning or scrubbing
erroneous legacy data.
• Tyler will work closely with the City of Yakima, WA representatives to identify business rules before
writing the conversion. The City of Yakima, WA must confirm that all known data mapping from
source to target have been identified and documented before Tyler writes the conversion.
w All in -scope source data isindata extmct(s).
w Each legacy system data file submitted for conversion includes all associated records in u single
approved file layout.
m The City of Yakima, WA 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 tothe
schedule, budget and resource availability may occur and/or data in the new system may be
incorrect.
* The City of Yakima, WA Project Team is responsible for reviewing the converted data and reporting
issues during each iteration, with assistance from Tyler.
• The City ofYakima, VVAisresponsible for providing orentering test data (e.g., data for training,
testing interfaces, etc.)
City ofyokimu
Exhibit E
7.5 Facilities
• The City ofYakima, VVAviU provide dedicated space for Tyler staff towork with Yakima, VVA
resources for both on -site and remote sessions. If Phases overlap, Yakima, WA will provide multiple
training facilities to allow for independent sessions scheduling without conflict.
• The City of Yakima, WA will provide staff with a location to practice what they have learned without
distraction.
City of YoNmo
Tyler Technologies, Inc. Pnge/42
Exhibit E
8 Glossary
T,
/
Acceptance
Accountable
Application
Application Programming |nterface(AP|)
l
. Agreement
Business Process
/
� Business Requirements Document
Change Request
|
/Change Management
I Code Mapping [where applicable]
/
i Control Point
Data Mapping [where applicable]
City of Yokimn
'Confirming that the output ordeliverable hsuitable and
conforms to the agreed upon criteria.
| The one who ultimately ensures atask ordeliverable b |
|
completed; the one who ensures the prerequisites of the task are .
| met and who delegates the work tnthose responsible. [Also see
|
� RA[|| '
Acomputer program designed toperform agroup ofcoordinated
h/nction��ok�orac�v�ies�nthe ben��ofthe usec �
|— --- — — '
' AdeMnedsetoftoob/methodstupassdatatoondeceiveddxta
| from Tyler software products |
This executed legal contract that defines the products and i
services tobeimplemented orperformed. .
!
The practices' policy, procedure, guidelines, orfunctionality that
the client uses tocomplete aspecific job function. ]
Aspeci0cation document used todescribe Client requirements |
for contracted _ _
Aform used aspart of the Change Control process whereby
changes inthe scope nfwork, timeline, resources, and/or budget
| are documented and agreed upon byparticipating parties. |
Guides how weprepare, equip and support individuals tn |
successfully adopt change inorder 10drive organizational success !
&outcumes !
'
Anactivity that occurs during the data conversion process
| whereby users equate data (field level) values from the old �
!system tnthe values available inthe new system. These may be
one toone ormany toone. Example: 0|d System [Field =eye
color] [values =RLB|u'B|ue]maps tnNew Tyler System [Field
�
| _Eye Color] [value =B|ue]. |
Those whose opinions are sought, typically subject matter
experts, and with whom there btwo-way communication.[Abo �
see KA[U '
�
. This activity occurs atthe end ofeach stage and serves asa .
! formal and intentional opportunity to review stage deliverables �
| and required acceptance criteria for the stage have been met. !
The activity determining and documenting where data from the
�legacy system will bep|acedinthe new system; this typically `
involves prior data analysis tounderstand how the data b
currently used inthe legacy system and how itwill beused inthe
new system.
'
� Averifiable document nrservice produced ospart ofthe Project,
as defined inthe work packages.
The point in time when the Client busing the Tyler software to
conduct daily operations inProduction.
! Those who are kept up-to-dateonprogress, often only on
| completion ofthe task o/deliverable, and with whom there is
just one-way communication. [Also see RACI]
Exhibit E
Remote
Responsible
Scope
I Infrastructure
Interface
Integration
The composite hardware, network resources and services
required for the existence, operation, and management of the
Tyler software.
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.
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
On -site
Organizational Change
Output
Peripheral devices
Custom enhancement of Tyler's existing software to provide
features or functions to meet individual client requirements
documented within the scope of the Agreement.
Indicates the work location is at one or more of the client's
physical office or work environments.
The process of changing an organization's strategies, processes,
procedures, technologies, and culture, as well as the effect of
such changes on the organization.
A product, result or service generated by a process.
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).
Indicates the work location is at one or more of Tyler's physical
offices or work environments.
Those who ensure a task is completed, either by themselves or
delegating to another resource. [Also see RACI]
Products and services that are included in the Agreement.
City of Yakima
Tyler Technologies, Inc. Page / 44
Exhibit E
Standard
Statement of Work (SOW)
�System
/ Test Script
/
Training Plan
Validation (or to validate)
�The implementation ofthe contracted software pmductW
| resulting inthe connected system allowing users tn meet Project
j goals and gain anticipated efficiencies. _ |
The top-level components ufthe VVBS.Each Stage isrepeated for |
individual Phases ofthe Project. �
� Software functionality that is included in the base software (off -
the -shelf) package; is not customized or modified.
Document which will provide supporting detail tntheAgreement .
defining Project -specific activities, services, and Deliverables. /
! The collective group ofsoftware a/d hardware that isused bythe |
/ organization toconduct business.
The steps orsequence ofsteps that will beused tovalidate or
confirm apiece cffunctionality, configuration, enhancement, or |
|
Use Case Scenario. '
Document(s)t�tindicate how and when users cfthe system will
! be trained relevant totheir role in the implementation or use of
e [
�hm | ' _mY�r- �
The process of testing and approving that aspecific Deliverable,
process, program, orproduct isworking as expected. |
Work Breakdown Structure (W8S) Ahierarchical representation ofuProject nrPhase broken down
into smaUe�more manageable components.
Work Package A g r o up of r elated tasks withi n a p r oject.
City of Yakima
Exhibit E
F����� x1. 8��������.J`������
Part uf Appendices
� Conversion
�, ^~����/��F�|on
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
9.1.2 Human Resources Management
Is Payroll Employee Master data including data such as name, addmss,3SN, legacy employee |[\ date of
birth, hire date, activity status (such as active/inactive), leave/term i nation code and date, phone(s), e-
address, marital status, gender, race, personnel status (such as full-time, part-time, etc.), highest
degree, advice -delivery (print/email/both) and check location, plus primary group, job, location, and
account information
9.1.3 P@yrQll—PM Action History
m Avariety ofPersonnel actions, such asjob orsalary changes and dates these events occurred.
* Upto5years
9'1.4 Payroll --Position COOt[O|
Position, description, status, job code, bargaining group, location, number of employees allowed for
each, FTEpercentage, GLaccount, and max/min grade and step
9.1.5 Payroll —Accrual Balances
• Employee Accrual Balances including Vacation, Holiday, and other Leave balances
• Start of year balance, earned to date, used to date
9.1.6 Payroll —Accumulators
m YTD OTD MTDamounts for employee pay and deductions
• Needed for mid'ca|endapyeargo-live
• May not beneeded ifconverting earnings/deductions history
• Upto5years
9.1.7 PayrOl|—CheCkHistOFV
Up to 5 years, additional years must be quoted, We convert amounts for earnings and deductions in
employee check history, check number and date.
9.1.8 Payroll - Deductions
� Employee Deductions including employee ID, deduction codes, tax information, and direct deposit
information
City ofYakima
Tyler Technologies, Inc. Page / 46
Exhibit E
9.1.9 Payroll —Earn iO UctiOO 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 inopt 4.
City of Yakima
Tyler Technologies, Inc.
Page /47
Exhibit E
10. Additional Appendices
10.1 -Fx|e[ and [`|'enf \A/nrk SO|'[ AsSUmpf'C)nS
10.1.1increased Work Split Hours
Additional hours were purchased inthis contract tnincrease the work split from the standard 3O%Tyler work
effort. Clients have different needs and there are different ways the allocation of these hours can benefit the
project. We will work with the client project manager during the planning sessions and project plan
development todetermine the best use ofthese hours. Common areas additional hours are used are:
m Configuration
o Setting and Code configuration
o Security and Workflow Building
* Data Conversion
o Conversion Mapping
o Conversion Proofing
o Conversion Testing
o Imports inlieu ofconversion
• Formatting files
m Building custom templates
• Testing imports/Data validation
* Training/Documentation
o Additional repeat process training
n Post Live Assistance
w Bank Reconciliation assistance for additional months
w Month -end assistance for additional months
• Year-end assistance for multiple years
• VV-]/1O9gprocessing for multiple years
o Job aides/quick reference guides
o End user training documentation
• Testing
n Additional parallel processing
o Test script building
u Integration Testing
• Import/Export template building
• |mport testing
• Processva|idation/documentation
All clients have unique needs onaproject. Bydefining the use ofthese hours during project planning, we
have the flexibility to determine the greatest needs of your organization and plan accordingly. Atany point in
the project, we can revisit the use of these hours and adjust content as needed to support the success of the
project.
10.7 Intentionally |of+ blank.
City of Yakima
Tyler Technologies, Inc. Page /4
Exhibit E
11. Project Timeline
11.1 ERP Project Timeline
The Project Timeline establishes a target start and end date 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 Man Stage. Refer to
the Project Stages section of this SOW for information on work packages associated with each stage of the
implementation.
The following dates may be revised based on the date the Agreement is signed and further refined during the
course ofthe project. Tyler requires up to forty-five (45) days to move from Agreement signing to the Initiate
& Plan Stage.
PROJECT TIMELINE
�
�m
z
n
�
Jul Aug
1'u�dmmmo�m
� z Human Resource Management
mm
Sep Oct Nov Dec Jan ** m= Apr may Jun Jul Aug Sep
� Phase Functional
� Areas
Start Date
| Go -Live Date �
|
1
2
City of Yakima
Financials
* General Ledger (Limited Use —Chart
of Accounts)
System Wide
Human
Resource
Management
° K4unbAnaktks&Reporting
(Limited Use) with Executive
Insights
* Enterprise Forms Processing
(including Common Form Set)
* Content Manager Core
* Payroll w/EmployeeSelf Service
* Human Resources &Ta|ent
Management
• Time & Attendance vvith Mobile
Access —Upto75DEmployees
`
August 2023 October
(uras 2823
defined in / orasdefined
the Project | inthe Project
Plan and Plan and
mutually mutually
agreed / agreed upon
upon; Phase
1starts 3O'
4Sdays
after
contract is
fully
August 2023
August 2024
1
ITEM TITLE:
SUBMITTED BY:
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEM ENT
Item No. 11.
For Meeting of: May 2, 2023
Resolution awarding and authorizing an agreement with Tyler
Technologies for Payroll Enterprise ERP Software
*Jennifer Ferrer -Santa Ines, Director of Finance & Budget
Christina Payer, Buyer I I
SUMMARY EXPLANATION:
The City of Yakima desires to purchase off Sourcewell Contract 090320-TTI to procure
Enterprise ERP software functionality from Tyler, which Tyler agrees to deliver pursuant to the
Sourcewell Contract and under the terms and conditions as found in agreement.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY: Public Trust and Accountability
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
RECOMMENDATION:
Adopt Resolution
ATTACHMENTS:
Description
❑ Resolution Agreement Tyler Technologies
O Agreement Tyler Technologies
Upload Date
4/25/2023
4/25/2023
Type
Resolution
Contract
t•: . tyler
•
AMENDMENT
This amendment("Amendment")is effective as of the date of signature of the last party to sign as
indicated below ("Amendment Effective Date"), by and between Tyler Technologies, Inc. ("Tyler")and
the City of Yakima,Washington ("Client").
WHEREAS,Tyler and the Client are parties to an agreement dated May 3, 2023("Agreement");and
WHEREAS,Tyler and Client desire to amend the terms of the Agreement as provided herein.
NOW THEREFORE,in consideration of the mutual promises hereinafter contained,Tyler and the Client
agree as follows:
1. The following unused service is hereby removed from the Agreement:
a. One hundred fifty-six(156)hours of Onsite Implementation,at a contract price of$210
per hour,totaling$32,760.
2. The items set forth in the sales quotation attached as Exhibit 1 to this Amendment are hereby
added to the Agreement as of the Amendment Effective Date. Payment of fees and costs for
such items shall conform to the following terms:
a. Services Fees&Expenses. Services added to the Agreement pursuant to this
Amendment,along with applicable expenses,shall be invoiced as provided and/or
incurred.
3. This Amendment shall be governed by and construed in accordance with the terms and
conditions of the Agreement.
4. Except as expressly indicated in this Amendment,all other terms and conditions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF,the parties hereto have executed this Amendment as of the dates set forth
below.
Tyler Technologies, Inc. City of Yakima,Washing
By: By: CS:2
Name: Robert Kennedy-Jensen Name: 1au-.e., 2 t
Title: Group General Counsel Title: J ikr-f r l a- 1 --
Date: March 26, 2024 Date: t 1' t C 1c 1 ab
CITY CONTRACT NO';1.%a3"01 I tyler
RESOLUTION N0. Q' -0(1(4
1
Exhibit 1
0
Exhibit 1
Amendment Investment Summary
The following Investment Summary details the software, products,and services to be delivered by us to
you under the Agreement. This Investment Summary is effective as of the Effective Date,despite any
expiration date in the Investment Summary that may have lapsed as of the Effective Date. Capitalized
terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the
event of conflict between the Agreement and terms in the Comments section of this Investment
Summary,the language in the Agreement will prevail.
Sales quotation inserted on the following pages.
REMAINDER OF PAGE INTENTIONALLY LEFT tyie
2
Exhibit
.+ Quoted By: Murphy Hanson
••� : tyl e r Quote Expiration. 08/27/24
�• Quote Name: Yakima,WA-Onsite to Remote
• Hours-EERP
Quote Description: Yakima,WA-Onsite to Remote
Hours-EERP
SaasTerm 3.00
Sales Quotation For: Shipping Address:
City of Yakima
129 N 2nd St
Yakima WA 98901-2637
Professional Services
Description Quantity Unit Price Ext Discount Extended Price Maintenance
Remote Implementation Hours 176 $185.00 $0.00 $32,560.00 $0.00
TOTAL $32,560.00 $0.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $0.00 $0.00
Total SaaS $0.00 $0.00
Total Tyler Services $32,560.00 $0 00
Total Third-Party Hardware,Software,Services $0.00 $0 00
2024-457662-M4M5L9 CONFIDENTIAL Page 1
Exhib!1
Summary Total $32,560.00 $0.00
Contract Total $32,560.00
Unless otherwise indicated in the contract or amendment thereto,pricing for optional items will be held
For six(6)months from th• • to date or the Eilive Date of the Contract,whichever is later
rt .-- iill
Customer Approval i�!. _ Date'
Print Name- + . ' Ll P 0#
All Primary values quoted in US Dollars
Comments
Client agrees that items in this sales quotation are,upon Client's signature or approval of same,hereby added to the existing agreement("Agreement")
between the parties and subject to its terms Additionally,payment for said items,as applicable but subject to any listed assumptions herein,shall
conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of(i)deliver of the license key or(ii)when Tyler makes such
software available for download by the Client,
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware,
• Annual Maintenance and Support fees,SaaS fees,Hosting fees,and Subscription fees are first payable when Tyler makes the software available
for download by the Client(for Maintenance)or on the first day of the month following the date this quotation was signed(for SaaS,Hosting,
and Subscription),and any such fees are prorated to align with the applicable term under the Agreement,with renewals invoiced annually
thereafter in accord with the Agreement
• Fees for services included in this sales quotation shall be invoiced as indicated below.
• Implementation and other professional services fees shall be invoiced as delivered
• Fixed-fee Business Process Consulting services shall be invoiced 50%upon delivery of the Best Practice Recommendations,by module,
2024-457662-M4M5L9 CONFIDENTIAL Page 2
Exhibit
and 50%upon delivery of custom desktop procedures,by module.
• Fixed-fee conversions are invoiced 50%upon initial delivery of the converted data,by conversion module,and 50%upon Client
acceptance to load the converted data into Live/Production environment,by conversion module.
• Except as otherwise provided,other fixed price services are invoiced upon complete delivery of the service.For the avoidance of doubt,
where"Project Planning Services"are provided,payment shall be invoiced upon delivery of the Implementation Planning document.
Dedicated Project Management services,if any,will be invoiced monthly in arrears,beginning on the first day of the month immediately
following initiation of project planning.
• If Client has purchased any change management services,those services will be invoiced in accordance with the Agreement.
• Notwithstanding anything to the contrary stated above,the following payment terms shall apply to services fees specifically for
migrations:Tyler will invoice Client 50%of any Migration Fees listed above upon Client approval of the product suite migration
schedule.The remaining 50%,by line item,will be billed upon the go-live of the applicable product suite.Tyler will invoice Client for any
Project Management Fees listed above upon the go-live of the first product suite.Unless otherwise indicated on this Sales quotation,
annual services will be invoiced in advance,for annual terms commencing on the date this sales quotation is signed by the Client If
listed annual service(s)is an addition to the same service presently existing under the Agreement,the first term of the added annual
service will be prorated to expire coterminous with the existing annual term for the service,with renewals to occur as indicated in the
Agreement.
• Expenses associated with onsite services are invoiced as incurred
Tyler's quote contains estimates of the amount of services needed,based on our preliminary understanding of the scope,level of engagement,
and timeline as defined in the Statement of Work(SOW)for your project.The actual amount of services required may vary,based on these
factors.
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler.Should portions of the scope of products or
services be altered by the Client,Tyler reserves the right to adjust prices for the remaining scope accordingly
Unless otherwise noted,prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business
Travel Policy.
Tyler's prices do not include applicable local,city or federal sales,use excise,personal property or other similar taxes or duties,which you are
responsible for determining and remitting.Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than four(4)weeks in advance,Client is liable to Tyler for(i)all non-refundable expenses incurred by
Tyler on Client's behalf;and(ii)daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
The Implementation Hours included in this quote assume a work split effort of 60%Client and 40%Tyler.
Implementation Hours are scheduled and delivered in four(4)or eight(8)hour increments
2024-457662-M4M5L9 CONFIDENTIAL Page 3
E X`.i7 t
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.
2024-457662-M4M5L9 CONFIDENTIAL Page 4
Quoted By: Murphy Hanson
•• 6 tylerQuote Expiration: 08/24/24
• Quote Name: Yakima,WA-Employee Access
Migration-EERP
Quote Description: Yakima,WA-Employee Access
Migration-EERP
Saas Term 2.00
Sales Quotation For: Shipping Address:
City of Yakima
129 N 2nd St
Yakima WA 98901-2637
Tyler SaaS and Related Services
Description Qty Imp.Hours Annual Fee
Human Resources Management
Payroll w Employee Access Migration 1 0 $0.00
TOTAL 0 $0.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $0.00 $0.00
Total SaaS $0.00 $0.00
2024-456909-58Y2G8 CONFIDENTIAL Page 1
Total Tyler Services $0 00 $0.00
Total Third-Party Hardware,Software,Services $0 00 $0 00
Summary Total $0.00 $0.00
Contract Total $0.00
Unless otherwise indicated in the contract or amendment thereto,pricing for optional items will be held
For six(6)months from the Quo e date or the Eff e Date of the Contract,whichever is later. .
Customer Approval. Date' �t f/Q�//"r ( c
I `D 1 '3 4.
Print Name. P.O#.
All Primary values quoted in US Dollars
Comments
Client agrees that items in this sales quotation are,upon Client's signature or approval of same,hereby added to the existing agreement("Agreement")
between the parties and subject to its terms.Additionally,payment for said items,as applicable but subject to any listed assumptions herein,shall
conform to the following terms.
• License fees for Tyler and third party software are invoiced upon the earlier of(i)deliver of the license key or(ii)when Tyler makes such
software available for download by the Client,
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware,
• Annual Maintenance and Support fees,SaaS fees,Hosting fees,and Subscription fees are first payable when Tyler makes the software available
for download by the Client(for Maintenance)or on the first day of the month following the date this quotation was signed(for SaaS,Hosting,
and Subscription),and any such fees are prorated to align with the applicable term under the Agreement,with renewals invoiced annually
thereafter in accord with the Agreement
2024-456909-S8Y2G8 CONFIDENTIAL Page 2
• Fees for services included in this sales quotation shall be invoiced as indicated below.
• Implementation and other professional services fees shall be invoiced as delivered.
• Fixed-fee Business Process Consulting services shall be invoiced 50%upon delivery of the Best Practice Recommendations,by module,
and 50%upon delivery of custom desktop procedures,by module
• Fixed-fee conversions are invoiced 50%upon initial delivery of the converted data,by conversion module,and 50%upon Client
acceptance to load the converted data into Live/Production environment,by conversion module.
• Except as otherwise provided,other fixed price services are invoiced upon complete delivery of the service.For the avoidance of doubt,
where"Project Planning Services"are provided,payment shall be invoiced upon delivery of the Implementation Planning document.
Dedicated Project Management services,if any,will be invoiced monthly in arrears,beginning on the first day of the month immediately
following initiation of project planning.
• If Client has purchased any change management services,those services will be invoiced in accordance with the Agreement
• Notwithstanding anything to the contrary stated above,the following payment terms shall apply to services fees specifically for
migrations.Tyler will invoice Client 50%of any Migration Fees listed above upon Client approval of the product suite migration
schedule.The remaining 50%,by line item,will be billed upon the go-live of the applicable product suite.Tyler will invoice Client for any
Project Management Fees listed above upon the go-live of the first product suite.Unless otherwise indicated on this Sales quotation,
annual services will be invoiced in advance,for annual terms commencing on the date this sales quotation is signed by the Client.If
listed annual service(s)is an addition to the same service presently existing under the Agreement,the first term of the added annual
service will be prorated to expire coterminous with the existing annual term for the service,with renewals to occur as indicated in the
Agreement
• Expenses associated with onsite services are invoiced as incurred
Tyler's quote contains estimates of the amount of services needed,based on our preliminary understanding of the scope,level of engagement,
and timeline as defined in the Statement of Work(SOW)for your project.The actual amount of services required may vary,based on these
factors.
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler.Should portions of the scope of products or
services be altered by the Client,Tyler reserves the right to adjust prices for the remaining scope accordingly
Unless otherwise noted,prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business
Travel Policy.
Tyler's prices do not include applicable local,city or federal sales,use excise,personal property or other similar taxes or duties,which you are
responsible for determining and remitting.Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than four(4)weeks in advance,Client is liable to Tyler for(i)all non-refundable expenses incurred by
Tyler on Client's behalf,and(ii)daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.
The Implementation Hours included in this quote assume a work split effort of 60%Client and 40%Tyler.
2024-456909-SSY2G8 CONFIDENTIAL Page 3
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.
Your rights,and the rights of any of your end users,to use Tyler's Access applications are subject to the Terms of Services,available at
https://www tylertech com/terms/tyler-access-applications-migration-terms.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.
2024-456909-S8Y2GS CONFIDENTIAL Page 4
Yakima, WA Amendment Imp 032624
Final Audit Report 2024-03-26
Created• 2024-03-26
By. Amanda Andreine(amanda.andreine@tylertech.com)
Status. Signed
Transaction ID CBJCHBCAABAAFZoQFn7SLQDQqKahMBD7QowHgpiVnTSV
"Yakima, WA Amendment Imp 032624" History
Document created by Amanda Andreine (amanda.andreine@tylertech.com)
2024-03-26-4 50 29 PM GMT
Document emailed to Robert Kennedy-Jensen (rob.kennedy-jensen@tylertech.com)for signature
2024-03-26-4 51 15 PM GMT
t. Email viewed by Robert Kennedy-Jensen (rob.kennedy-jensen@tylertech.com)
2024-03-26-4.54.30 PM GMT
ri'ro Document e-signed by Robert Kennedy-Jensen (rob.kennedy-jensen@tylertech.com)
Signature Date.2024-03-26-4 54:35 PM GMT-Time Source server
Agreement completed.
2024-03-26-4 54 35 PM GMT
tyler e r Powered by
Y.
'•'�'+ Adobe
s... ,.,
' Acrobat Sign
..,. tyle
•
AMENDMENT
This amendment("Amendment")is effective as of the date of signature of the last party to sign as indicated below
("Amendment Effective Date"), by and between Tyler Technologies,Inc.("Tyler")and the City of Yakima,
Washington("Client").
WHEREAS,Tyler and the Client are parties to an agreement dated May 3,2023("Agreement");and
WHEREAS,Tyler and Client desire to amend the terms of the Agreement as provided herein.
NOW THEREFORE,in consideration of the mutual promises hereinafter contained,Tyler and the Client agree as
follows:
1. The following Tyler Software as a Service(SaaS)are hereby removed from the Agreement as of March 1,
2024:
a. Time&Attendance w Mobile Access—Up to 750 Employees-Subscription
As of such date,Client's right to access the above-listed software is terminated,as are Tyler's obligations
to maintain,support,host and update such software.
2. In recognition of fees paid to Tyler for such software,Tyler hereby issues to Client a credit of$5,175(plus
applicable taxes)for three(3) months of fees(March 2024-May 2024). Tyler shall apply credit against the
early termination fees set forth in Section 3 of this amendment.This Amendment,upon execution,shall
serve as Client's documentation for the credit issued(the executed Amendment is your credit invoice
from Tyler).
3. Tyler shall invoice Client early termination fees as follows:
a. Twenty-five(25%)of the Year 2 and Year 3 SaaS fees,which equals:
Year 2 termination fee:$5,175(plus applicable taxes)
Year 3 termination fee:$5,175(plus applicable taxes)
Credit amount applied:($5,175)(plus applicable taxes)
Total to be invoiced=$5,175(plus applicable taxes)
4. This Amendment shall be governed by and construed in accordance with the terms and conditions of the
Agreement.
5. Except as expressly indicated in this Amendment,all other terms and conditions of the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF,the parties hereto have executed this Amendment as of the dates set forth below.
Tyler Technologies, Inc. City of Yakima,Washin on
By: By:
Name: Robert Kennedy-Jensen Name: 1-OQ.\J C.
Title: Group General Counsel Title: J* fl"C\ l,d+ � L 'Cy"_
Date: March 26, 2024 Date:l ,O CI 1 \,c) 'b-
CITY CONTRACT NO: -15-11' " "` ' "
RESOLUTION NO:_..
Yakima , WA Amendment 032624
Final Audit Report 2024-03-26
Created. 2024-03-26
By Amanda Andreine(amanda.andreine@tylertech.com)
Status Signed
Transaction ID CBJCHBCAABAAINSSRReTEG1yz7JwTuynbAKDf101nc1V
"Yakima, WA Amendment 032624" History
Document created by Amanda Andreine (amanda.andreine@tylertech.com)
2024-03-26-12.25 44 PM GMT
Document emailed to Robert Kennedy-Jensen (rob.kennedy-jensen@tylertech.com)for signature
2024-03-26-12.26.03 PM GMT
Email viewed by Robert Kennedy-Jensen (rob.kennedy-jensen@tylertech.com)
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Document e-signed by Robert Kennedy-Jensen (rob.kennedy-jensen@tylertech.com)
Signature Date 2024-03-26-12.37.56 PM GMT-Time Source server
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