Tyler Technologies - ERP Software as a Service Agreement (2020)•
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SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment
Summary, including providing Client with access to Tyler's proprietary software products, and Tyler
desires to provide such products and services under the terms of this Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
in this Agreement, Tyler and Client agree as follows:
SECTION A— DEFINITIONS
• "Agreement" means this Software as a Services Agreement.
• "Business Travel Policy" means our business travel policy. A copy of our current Business Travel
Policy is attached as Schedule 1 to Exhibit B.
• "Client" means City of Gilroy.
• "Data" means your data necessary to utilize the Tyler Software.
• "Data Storage Capacity" means the contracted amount of storage capacity for your Data
identified in the Investment Summary.
• "Defect" means a failure of the Tyler Software to substantially conform to the functional
descriptions set forth in our written proposal to you, or their functional equivalent. Future
functionality may be updated, modified, or otherwise enhanced through our maintenance and
support services, and the governing functional descriptions for such future functionality will be
set forth in our then -current Documentation.
• "Defined Users" means the number of users that are authorized to use the SaaS Services. The
Defined Users for the Agreement are as identified in the Investment Summary.
• "Developer" means a third party who owns the intellectual property rights to Third Party
Softwa re.
• "Documentation" means any online or written documentation related to the use or
functionality of the Tyler Software that we provide or otherwise make available to you, including
instructions, user guides, manuals and other training or self-help documentation.
• "Effective Date" means the date by which both your and our authorized representatives have
signed the Agreement.
• "Force Majeure" means an event beyond the reasonable control of you or us, including, without
limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other
cause that could not with reasonable diligence be foreseen or prevented by you or us.
• "Investment Summary" means the agreed upon cost proposal for the products and services
attached as Exhibit A.
• "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
• "SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary.
• "SaaS Services" means software as a service consisting of system administration, system
management, and system monitoring activities that Tyler performs for the Tyler Software, and
includes the right to access and use the Tyler Software, receive maintenance and support on the
Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and
archiving. SaaS Services do not include support of an operating system or hardware, support
outside of our normal business hours, or training, consulting or other professional services.
• "SLA" means the service level agreement. A copy of our current SLA is attached hereto as
Exhibit C.
• "Statement of Work" means the industry standard implementation plan describing how our
professional services will be provided to implement the Tyler Software, and outlining your and
our roles and responsibilities in connection with that implementation. The Statement of Work is
attached as Exhibit E.
• "Support Call Process" means the support call process applicable to all of our customers who
have licensed the Tyler Software. A copy of our current Support Call Process is attached as
Schedule 1 to Exhibit C.
• "Third Party Terms" means, if any, the end user license agreement(s) or similar terms for the
Third Party Software, as applicable and attached as Exhibit D.
• "Third Party Hardware" means the third party hardware, if any, identified in the Investment
Summary.
• "Third Party Products" means the Third Party Software and Third Party Hardware.
• "Third Party Software" means the third party software, if any, identified in the Investment
Summary.
• "Third Party Services" means the third party services, if any, identified in the Investment
Summary.
• "Tyler" means Tyler Technologies, Inc., a Delaware corporation.
• "Tyler Software" means our proprietary software, including any integrations, custom
modifications, and/or other related interfaces identified in the Investment Summary and
licensed by us to you through this Agreement.
• "we", "us", "our" and similar terms mean Tyler.
• "you" and similar terms mean Client.
SECTION B — SAAS SERVICES
1. Rights Granted. We grant to you the non-exclusive, non -assignable limited right to use the SaaS
Services solely for your internal business purposes for the number of Defined Users only. The Tyler
Software will be made available to you according to the terms of the SLA. You acknowledge that we
have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS
Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software,
as further described in Section C(8).
2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our
Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount
of Data Storage Capacity. You may add additional users or additional data storage capacity on the
terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined
Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate
with the overage(s).
3. Ownership.
3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software,
and anything developed by us under this Agreement. You do not acquire under this Agreement
any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied by your employees for
internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize
that except to the extent necessary to carry out our obligations contained in this Agreement, we
do not create or endorse any Data used in connection with the SaaS Services.
4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS
Services available in any manner to any third party for use in the third party's business operations;
(b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of
the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a
third party in building or supporting, products or services competitive to us; or (d) license, sell, rent,
lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service
bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or
Documentation available to any third party other than as expressly permitted by this Agreement.
Software Warrantv. We warrant that the Tyler Software will perform without Defects during the
term of this Agreement. If the Tyler Software does not perform as warranted, we will use all
reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the
maintenance and support process set forth in Section C(9), below, the SLA and our then current
Support Call Process.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on
Standards for Attestation Engagements ("SSAE") No. 18. We have attained, and will maintain,
SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS
Services. Upon execution of a mutually agreeable Non -Disclosure Agreement ("NDA"), we will
provide you with a summary of our compliance report(s) or its equivalent. Every year
thereafter, for so long as the NDA is in effect and in which you make a written request, we will
provide that same information.
6.2 You will be hosted on shared hardware in a Tyler data center, but in a database dedicated to
you, which is inaccessible to our other customers.
6.3 We have fully -redundant telecommunications access, electrical power, and the required
hardware to provide access to the Tyler Software in the event of a disaster or component
failure. In the event any of your Data has been lost or damaged due to an act or omission of
Tyler or its subcontractors or due to a defect in Tyler's software, we will use best commercial
efforts to restore all the Data on servers in accordance with the architectural design's
capabilities and with the goal of minimizing any Data loss as greatly as possible. In no case shall
the recovery point objective ("RPO") exceed a maximum of twenty-four (24) hours from
declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable
period during which your Data may be lost, measured in relation to a disaster we declare, said
declaration will not be unreasonably withheld.
6.4 In the event we declare a disaster, our Recovery Time Objective ("RTO") is twenty-four (24)
hours. For purposes of this subsection, RTO represents the amount of time, after we declare a
disaster, within which your access to the Tyler Software must be restored.
6.5 We conduct annual penetration testing of either the production network and/or web
application to be performed. We will maintain industry standard intrusion detection and
prevention systems to monitor malicious activity in the network and to log and block any such
activity. We will provide you with a written or electronic record of the actions taken by us in the
event that any unauthorized access to your database(s) is detected as a result of our security
protocols. We will undertake an additional security audit, on terms and timing to be mutually
agreed to by the parties, at your written request. You may not attempt to bypass or subvert
security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information, and
unauthorized vulnerability and penetration test scanning of our network and systems (hosted or
otherwise) is prohibited without the prior written approval of our IT Security Officer.
6.6 We test our disaster recovery plan on an annual basis. Our standard test is not client -specific.
Should you request a client -specific disaster recovery test, we will work with you to schedule
and execute such a test on a mutually agreeable schedule. At your written request, we will
provide test results to you within a commercially reasonable timeframe after receipt of the
request.
6.7 We will be responsible for importing back-up and verifying that you can log -in. You will be
responsible for running reports and testing critical processes to verify the returned Data.
6.8 We provide secure Data transmission paths between each of your workstations and our servers.
6.9 Our data centers are accessible only by authorized personnel with a unique key entry. All other
visitors must be signed in and accompanied by authorized personnel. Entry attempts to the
data center are regularly audited by internal staff and external auditors to ensure no
unauthorized access.
6.10 Where applicable with respect to our applications that take or process card payment data, we
are responsible for the security of cardholder data that we possess, including functions relating
to storing, processing, and transmitting of the cardholder data and affirm that, as of the
Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and
have performed the necessary steps to validate compliance with the PCI DSS. We agree to
supply the current status of our PCI DSS compliance program in the form of an official
Attestation of Compliance, which can be found at https://www.tylertech.com/about-
us/compliance, and in the event of any change in our status, will comply with applicable notice
requirements.
SECTION C— OTHER PROFESSIONAL SERVICES
1. Other Professional Services. We will provide you the various implementation -related services
itemized in the Investment Summary and described in the Statement of Work. After the Effective
Date, and in coordination with the Project kickoff activities identified in the Statement of Work, we
will make our project staffing assignments. After the effective date, and prior to the Project kickoff,
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Tyler will provide the City with resumes for the proposed Project Manager(s) (specific to each
functional implementation), and the proposed Implementation Consultants (specific to each project
implementation, that will demonstrate relevant experience with past projects, for project team
members that are allocated for onsite services. Based on resume review and reference checks, if the
City has any concerns about the assigned resources, Tyler will work with the City to determine other
options and provide additional resumes. If the City identifies any resumes as unacceptable, Tyler is
to provide replacement resumes within ten (10) business days of notification. Replacement resumes
shall have, at minimum, the reasonably equivalent experience and project knowledge as the resume
being replaced. You agree that any resume provided to you by Tyler will only be used for project
planning and staffing purposes as agreed to herein.
Once our key project team members are assembled and your counterparts have been identified,
both parties agree that, except for reasons outside of their control, the parties will not remove staff
and personnel from their assigned project roles without providing at least seven (7) calendar days'
notice and cause, and that they will work together to mitigate project impacts after any such
removal. In the event Tyler personnel are not providing services consistent with our services
warranty or are otherwise negatively impacting the project, you will notify us of that deficiency and
give us ten (10) business days to address the issue(s).
If any key project staff is to be removed, Tyler will provide the City with resumes for replacements.
Replacement staff shall have, at minimum, the reasonably equivalent experience and project
knowledge as the person being replaced. The City will again have the ability to accept them or not,
using reasonable judgment, based on resume review and reference checks. If any resume is deemed
unacceptable, Tyler will provide substitute(s), initially within ten (10) business days, until the City is
comfortable with the proposed staff. The parties will work together to manage the project impact
resulting from the temporary unavailability of project staff from either party.
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set
forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and
Payment Policy. You acknowledge that the fees stated in the Investment Summary are good -faith
estimates of the amount of time and materials required for your implementation. We will bill you
the actual fees incurred based on the in -scope services provided to you. Any discrepancies in the
total values set forth in the Investment Summary will be resolved by multiplying the applicable
hourly rate by the quoted hours.
3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the
scope of services and related costs (including programming and/or interface estimates) required for
the project based on our understanding of the specifications you supplied. If additional work is
required, or if you use or request additional services, we will provide you with an addendum or
change order, as applicable, outlining the costs for the additional work. The price quotes in the
addendum or change order will be valid for thirty (30) days from the date of the quote.
4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our
personnel, including arranging travel reservations, at least two (2) weeks in advance of
commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for
Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us
on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to
reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you
cancel within two (2) weeks of scheduled commitments.
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5. Services Warrantv. We will perform the services in a professional, workmanlike manner, consistent
with industry standards. In the event we provide services that do not conform to this warranty, we
will re -perform such services at no additional cost to you.
6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to
your personnel, facilities, and equipment as may be reasonably necessary for us to provide
implementation services, subject to any reasonable security protocols or other written policies
provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.
7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone
criminal background checks prior to hire. All employees sign our confidentiality agreement and
security policies.
8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative
process requiring the time and resources of your personnel. You agree to use all reasonable efforts
to cooperate with and assist us as may be reasonably required to meet the agreed upon project
deadlines and other milestones for implementation. This cooperation includes at least working with
us to schedule the implementation -related services outlined in this Agreement. We will not be
liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or
to the failure by your personnel to provide such cooperation and assistance (either through action
or omission).
Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing
and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process,
we will:
9.1 perform our maintenance and support obligations in a professional, good, and workmanlike
manner, consistent with industry standards, to resolve Defects in the Tyler Software (limited to
the then -current version and the immediately prior version);
9.2 provide telephone support during our established support hours;
9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third
Party Software, if any, in order to provide maintenance and support services;
9.4 make available to you all major and minor releases to the Tyler Software (including updates and
enhancements) that we make generally available without additional charge to customers who
have a maintenance and support agreement in effect; and
9.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with
our then -current release life cycle policy.
We will use all reasonable efforts to perform support services remotely. Currently, we use a third -party
secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree
to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You
agree to provide us with a login account and local administrative privileges as we may reasonably
require to perform remote services. We will, at our option, use the secure connection to assist with
proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot
resolve a support issue remotely, we may be required to provide onsite services. In such event, we will
be responsible for our travel expenses, unless it is determined that the reason onsite support was
required was a reason outside our control. Either way, you agree to provide us with full and free access
to the Tyler Software, working space, adequate facilities within a reasonable distance from the
equipment, and use of machines, attachments, features, or other equipment reasonably necessary for
us to provide the maintenance and support services, all at no charge to us. We strongly recommend
that you also maintain your VPN for backup connectivity purposes.
For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless
Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design;
(c) other consulting services; or (d) support outside our normal business hours as listed in our then -
current Support Call Process. Requested services such as those outlined in this section will be billed to
you on a time and materials basis at our then current rates. You must request those services with at
least one (1) weeks' advance notice.
SECTION D — THIRD PARTY PRODUCTS
1. Third Partv Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have
purchased any, for the price set forth in the Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
Third Partv Software. As part of the SaaS Services, you will receive access to the Third Party
Software and related documentation for internal business purposes only. Your rights to the Third
Party Software will be governed by the Third Party Terms.
Third Partv Products Warranties.
3.1 We are authorized by each Developer to grant access to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive
free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not
warrant or guarantee the performance of the Third Party Products. However, we grant and pass
through to you any warranty that we may receive from the Developer or supplier of the Third
Party Products.
4. Third Partv Services. If you have purchased Third Party Services, those services will be provided
independent of Tyler by such third -party at the rates set forth in the Investment Summary and in
accordance with our Invoicing and Payment Policy.
SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Pavment. We will invoice you the SaaS Fees and fees for other professional services in
the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2).
Invoice Disputes. If you believe any delivered software or service does not conform to the
warranties in this Agreement, you will provide us with written notice within thirty (30) days of your
receipt of the applicable invoice. The written notice must contain reasonable detail of the issues
you contend are in dispute so that we can confirm the issue and respond to your notice with either a
justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues
presented in your notice. We will work with you as may be necessary to develop an action plan that
outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.
You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we
complete the action items outlined in the plan. If we are unable to complete the action items
outlined in the action plan because of your failure to complete the items agreed to be done by you,
then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS
Services, including maintenance and support services, if you fail to pay an invoice not disputed as
described above within fifteen (15) days of notice of our intent to do so.
SECTION F — TERM AND TERMINATION
1. Term. The initial term of this Agreement is five (5) years from the first day of the first month
following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the
initial term, this Agreement will renew automatically for additional one (1) year renewal terms
according to the fee schedule in Exhibit B for years 6-10 and thereafter at our then -current SaaS
Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then -
current renewal term. Your right to access or use the Tyler Software and the SaaS Services will
terminate at the end of this Agreement.
2. Termination. This Agreement may be terminated as set forth below. In the event of termination,
you will pay us for all undisputed fees and expenses related to the software, products, and/or
services you have received, or we have incurred or delivered, prior to the effective date of
termination. Disputed fees and expenses in all terminations other than your termination for cause
must have been submitted as invoice disputes in accordance with Section E(2).
2.1 Failure to Pav SaaS Fees. You acknowledge that continued access to the SaaS Services is
contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we
may discontinue the SaaS Services and deny your access to the Tyler Software. We may also
terminate this Agreement if you don't cure such failure to pay within forty-five (45) days of
receiving written notice of our intent to terminate.
2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the
Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause
in the event we do not cure, or create a mutually agreeable action plan to address, a material
breach of this Agreement within the thirty (30) day window set forth in Section H(3).
2.3 Force Maieure. Either party has the right to terminate this Agreement if a Force Majeure event
suspends performance of the SaaS Services for a period of forty-five (45) days or more.
2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds
sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty
(30) days written notice to us. You will not be entitled to a refund or offset of previously paid,
but unused SaaS Fees. You agree not to use termination for lack of appropriations as a
substitute for termination for convenience.
2.5 Fees for Termination without Cause duriniz Initial Term. If you terminate this Agreement during
the initial term for any reason other than cause, Force Majeure, or lack of appropriations, or if
we terminate this Agreement during the initial term for your failure to pay SaaS Fees, you shall
pay us the following early termination fees:
if you terminate during the first year of the initial term, 100% of the SaaS Fees through
the date of termination plus 25% of the SaaS Fees then due for the remainder of the
initial term;
b. if you terminate during the second year of the initial term, 100% of the SaaS Fees
through the date of termination plus 15% of the SaaS Fees then due for the remainder
of the initial term; and
c. if you terminate after the second year of the initial term, 100% of the SaaS Fees through
the date of termination plus 10% of the SaaS Fees then due for the remainder of the
initial term.
SECTION G — INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Prooertv Infringement Indemnification.
1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation
infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets,
and will pay the amount of any resulting adverse final judgment (or settlement to which we
consent). You must notify us promptly in writing of the claim and give us sole control over its
defense or settlement. You agree to provide us with reasonable assistance, cooperation, and
information in defending the claim at our expense.
1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final
judgment is based on your use of the Tyler Software in contradiction of this Agreement,
including with non -licensed third parties, or your willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim related to the
Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for
you the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a
functional equivalent, in which case you will stop running the allegedly infringing Tyler Software
immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
is enjoined by a court of competent jurisdiction, in addition to paying any adverse final
judgment (or settlement to which we consent), we will, at our option, either: (a) procure the
right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional
equivalent. This section provides your exclusive remedy for third party copyright, patent, or
trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and
against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including
reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent
caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a
law applicable to our performance under this Agreement. You must notify us promptly in
writing of the claim and give us sole control over its defense or settlement. You agree to
provide us with reasonable assistance, cooperation, and information in defending the claim at
our expense.
2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our
agents, officials, and employees from and against any and all third -party claims, losses,
liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for
personal injury or property damage to the extent caused by your negligence or willful
misconduct; or (b) your violation of a law applicable to your performance under this Agreement.
We will notify you promptly in writing of the claim and will give you sole control over its defense
or settlement. We agree to provide you with reasonable assistance, cooperation, and
information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY
OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO
YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH
IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL
TERM, THE THEN -CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN
RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER
APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS
OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF
LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2).
5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
6. Insurance. 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 on a per
occurrence basis; (b) Automobile Liability of at least $1,000,000 on a per occurrence basis; (c)
Professional Liability of at least $1,000,000 on a claims made basis; (d) Workers Compensation
complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least
$5,000,000. We will add you as an additional insured to our Commercial General Liability and
Automobile Liability policies, which will automatically add you as an additional insured to our
Excess/Umbrella Liability policy as well. Tyler will provide the client notice within thirty (30) days of
non-rewal or cancellation. Tyler agrees that Tyler's insurance coverage is primary for claims under
Tyler's Commercial General Liability or Automobile policies that arise out of and relate to the
contract and are between Tyler and the Client. We will provide you with copies of certificates of
insurance upon your written request.
SECTION H — GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates
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set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a
mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12)
months have expired, you may purchase additional products and services at our then -current list
price, also by executing a mutually agreed addendum. The terms of this Agreement will control any
such additional purchase(s), unless otherwise specifically provided in the addendum.
Optional Items. Pricing for any listed optional products and services in the Investment Summary will
be valid for twelve (12) months from the Effective Date.
Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming
aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes,
including, if requested by either party, appointing a senior representative to meet and engage in
good faith negotiations with our appointed senior representative. Senior representatives will
convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings
and discussions between senior representatives will be deemed confidential settlement discussions
not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If
we fail to resolve the dispute, then the parties shall participate in non -binding mediation in an effort
to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may
assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this
section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution
procedures.
4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation,
sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt
certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will
reimburse us for such taxes. If you have a valid direct -pay permit, you agree to provide us with a
copy. For clarity, we are responsible for paying our income taxes, both federal and state, as
applicable, arising from our performance of this Agreement.
5. Nondiscrimination. We will not discriminate against any person employed or applying for
employment concerning the performance of our responsibilities under this Agreement. This
discrimination prohibition will apply to all matters of initial employment, tenure, and terms of
employment, or otherwise with respect to any matter directly or indirectly relating to employment
concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that
is unrelated to the individual's ability to perform the duties of a particular job or position, height,
weight, marital status, or political affiliation. We will post, where appropriate, all notices related to
nondiscrimination as may be required by applicable law.
E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your
project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior
written consent, not to be unreasonably withheld.
Binding Effect: No Assignment. This Agreement shall be binding on, and shall be for the benefit of,
either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement
without the prior written consent of the other party; provided, however, your consent is not
required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or
purchase of substantially all of our assets.
Force Maieure. 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 Partv Beneficiaries. This Agreement is entered into solely for the benefit of you
and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have
the right to make any claim or assert any right under this Agreement. This provision does not affect
the rights of third parties under any Third Party Terms.
11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and
us with respect to the subject matter hereof, and supersedes any prior agreements, understandings,
and representations, whether written, oral, expressed, implied, or statutory. Purchase orders
submitted by you, if any, are for your internal administrative purposes only, and the terms and
conditions contained in those purchase orders will have no force or effect. This Agreement may
only be modified by a written amendment signed by an authorized representative of each party.
12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement will be considered valid and enforceable to the fullest extent
permitted by law.
13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced
by either party, such non -enforcement will not act as or be deemed to act as a waiver or
modification of this Agreement, nor will such non -enforcement prevent such party from enforcing
each and every term of this Agreement thereafter.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
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; (d) upon receipt by sender of proof of fax delivery; or (e) five (5) days after
deposit with the United States Postal Service authorized mail center with proper postage (certified
mail, return receipt requested) affixed and addressed to the other party at the address set forth on
the signature page hereto or such other address as the party may have designated by proper notice.
The consequences for the failure to receive a notice due to improper notification by the intended
receiving party of a change in address will be borne by the intended receiving party.
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and
promotional materials.
17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of
such information could violate rights to private individuals and entities, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be
confidential and includes, without limitation, personal identifying information (e.g., social security
12
numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will
not disclose any confidential information of the other party and further agrees to take all reasonable
and appropriate action to prevent such disclosure by its employees or agents. The confidentiality
covenants contained herein will survive the termination or cancellation of this Agreement. This
obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of
this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or
(d) is the subject of a legitimate disclosure request under the open records laws or similar
applicable public disclosure laws governing this Agreement; provided, however, that in the
event you receive an open records or other similar applicable request, you will give us
prompt notice and otherwise perform the functions required by applicable law.
18. Business License. In the event a local business license is required for us to perform services
hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact
information so that we may timely obtain such license.
19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of
your state of domicile, without regard to its rules on conflicts of law.
20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple
originals, any of which will be independently treated as an original document. Any electronic, faxed,
scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment
hereto will be deemed an original signature and will be fully enforceable as if an original signature.
Each party represents to the other that the signatory set forth below is duly authorized to bind that
party to this Agreement.
21. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this
Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve
the right to negotiate and customize the terms and conditions set forth herein, including but not
limited to pricing, to the scope and circumstances of that cooperative procurement.
22. Contract Documents. This Agreement includes the following exhibits:
Exhibit A
Investment Summary
Exhibit B
Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C
Service Level Agreement
Schedule 1: Support Call Process
Exhibit D
Third Party Terms
End User License Agreement, Doc Origin
End User License Agreement, Quatred
Exhibit E
Statement of Work
13
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:
Name: Rob Kennedv Je -en
Title: Director of Contracts
Date: February 7, 2020
Address for Notices:
Tyler Technologies, Inc.
One Tyler Drive
Yarmouth, ME 04096
FAX: 207-518-4975
Attention: Chief Legal Officer
Approved as to Form:
Gilroy C ty Attorne 's Office
By
City Attorne
City of Gilroy
Name: ��alou iel F}-u�zalPz
Title:
Date: 7� CP
Address for Notices:
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020-6196
Attention: Jimmy Forbis,
Finance Director
14
•
.... tyler
• technologies
Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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... tyler
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Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the
Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in
the Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as
set forth below. Your rights to dispute any invoice are set forth in the Agreement.
SaaS Fees. SaaS Fees, beginning on the commencement of the initial term as set forth in Section
F (1) of this Agreement shall be invoiced as follows: (a) 50% of the total SaaS fees for the initial
term on the Effective Date of the Agreement; and (b) the remaining 50% of the total SaaS fees,
on a per module basis, upon the earlier of: (i) initiation of the phase in which the module is to be
implemented as set forth in the Statement of Work as of the Effective Date; (ii) actual initiation
of the phase in which the module is to be implemented. Your annual SaaS fees for the initial
term are set forth in the Investment Summary. Upon expiration of the initial term, your annual
SaaS fees will remain the same through the term for Year 7. Your annual SaaS fees will increase
by 5% for Years 8, 9, and 10. Following Year 10, your SaaS fees will be at our then current rates.
Annual SAAS fees by Year
Year 1 $221,228.00
Year 2 $221,228.00
Year 3 $221,228.00
Year 4 $221,228.00
Year 5 $221,228.00
Year 6 $221,228.00
Year 7 $221,228.00
Year 8 $232,289
Year 9 $232,289
Year 10 $232,289
Additional then current rate
future terms
2. Other Tvler Software and Services
2.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN.
2.2 Implementation and Other Professional Services (including training): Implementation and
other professional services (including training) are billed and invoiced as delivered, at the
rates set forth in the Investment Summary.
2.3 Consulting Services: If you have purchased any Business Process Consulting services, if they
have been quoted as fixed -fee services, they will be invoiced 50% upon your acceptance of
16
the Best Practice Recommendations, by module, and 50% upon your acceptance of custom
desktop procedures, by module. If you have purchased any Business Process Consulting
services and they are quoted as an estimate, then we will bill you the actual services
delivered on a time and materials basis.
2.4 Conversions: Fixed -fee conversions are invoiced 50% upon initial delivery of the converted
Data, by conversion option, and 50% upon Client acceptance to load the converted Data into
Live/Production environment, by conversion option. Where conversions are quoted as
estimated, we will bill you the actual services delivered on a time and materials basis.
2.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler
Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the
applicable modification. You must report any failure of the modification to conform to the
specifications within thirty (30) days of delivery; otherwise, the modification will be deemed
to be in compliance with the specifications after the 30-day window has passed. You may
still report Defects to us as set forth in this Agreement.
2.6 Other Fixed Price Services: Other fixed price services are invoiced upon complete delivery of
the service. For the avoidance of doubt, where "Project Planning Services" are provided,
payment will be due upon delivery of the Implementation Planning document. Dedicated
Project Management 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 Change Management Services: If you have purchased any change management services,
those services will be invoiced in the following amounts and upon the following milestones:
Acceptance of Change Management Discovery Analysis
15%
Delivery of Change Management Plan and Strategy Presentation
10%
Acceptance of Executive Playbook
15%
Acceptance of Resistance Management Plan
15%
Acceptance of Procedural Change Communications Plan
10%
Change Management Coach Training
20%
Change Management After -Action Review
15%
3. Third Party Products.
3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced
when we make it available to you for downloading.
3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software
is invoiced when we make it available to you for downloading.
3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
3.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along
with applicable expenses, at the rates set forth in the Investment Summary.
4. Expenses. The service rates in the Investment Summary do not include travel expenses.
Expenses for Tyler delivered services will be billed as incurred and only in accordance with our
17
then -current Business Travel Policy, plus a 10% travel agency processing fee. Our current
Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be
provided upon request; we reserve the right to charge you an administrative fee depending on
the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and
mileage logs are not available.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We
prefer to receive payments electronically. Our electronic payment information is:
Bank:
Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, CA 94104
ABA:
121000248
Account:
4124302472
Beneficiary:
Tyler Technologies, Inc. —Operating
18
•
••::•. Y
t ler
.
• technologies
Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations & Tickets
The Travel Management Company (TMC) used by Tyler will provide an employee with a
direct flight within two hours before or after the requested departure time, assuming that
flight does not add more than three hours to the employee's total trip duration and the fare
is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each
way) is possible through a connecting flight that is within two hours before or after the
requested departure time and that does not add more than three hours to the employee's
total trip duration, the connecting flight should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of
discount opportunities. Employees should use all reasonable efforts to make travel
arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance
booking requirement is mandatory. When booking less than seven (7) days in advance,
management approval will be required.
Except in the case of international travel where a segment of continuous air travel is six (6)
or more consecutive hours in length, only economy or coach class seating is reimbursable.
Employees shall not be reimbursed for "Basic Economy Fares" because these fares are non-
refundable and have many restrictions that outweigh the cost -savings.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags
Baggage fees for sports equipment are not reimbursable.
19
2. Ground Transportation
A. Private Automobile
Mileage Allowance — Business use of an employee's private automobile will be reimbursed
at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will
be calculated by using the employee's office as the starting and ending point, in compliance
with IRS regulations. Employees who have been designated a home office should calculate
miles from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost,
convenience, and the specific situation reasonably require their use. When renting a car for
Tyler business, employees should select a "mid -size" or "intermediate" car. "Full" size cars
may be rented when three or more employees are traveling together. Tyler carries leased
vehicle coverage for business car rentals; except for employees traveling to Alaska and
internationally (excluding Canada), additional insurance on the rental agreement should be
declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or
to and from airports when less expensive means of transportation are unavailable or
impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of
a free hotel shuttle to the airport, tips are included in the per diem rates and will not be
reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are
measured in days as opposed to hours. Park and fly options located near some airports may
also be used. For extended trips that would result in excessive parking charges, public
transportation to/from the airport should be considered. Tolls will be reimbursed when
receipts are presented.
3. Lodging
Tyler's TMC will select hotel chains that are well established, reasonable in price, and
conveniently located in relation to the traveler's work assignment. Typical hotel chains
include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has
a discount rate with a local hotel, the hotel reservation should note that discount and the
employee should confirm the lower rate with the hotel upon arrival. Employee
memberships in travel clubs such as AAA should be noted in their travel profiles so that the
employee can take advantage of any lower club rates.
"No shows" or cancellation fees are not reimbursable if the employee does not comply with
the hotel's cancellation policy.
20
Tips for maids and other hotel staff are included in the per diem rate and are not
reimbursed separately.
Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb,
VRBO, and HomeAway. Employees who elect to make such reservations shall not be
reimbursed.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S.
are in accordance with the federal per diem rates published by the General Services
Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers
and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided
separately by the Department of Defense and will be determined as required.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last
day of a trip are governed as set forth below.
Departure Dav
Depart before 12:00 noon
Depart after 12:00 noon
Return Dav
Return before 12:00 noon
Return between 12:00 noon & 7:00 p.m
Return after 7:00 p.m.*
Lunch and dinner
Dinner
Breakfast
Breakfast and lunch
Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
The reimbursement rates for individual meals are calculated as a percentage of the full day
per diem as follows:
Breakfast 15%
Lunch 25%
Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to
claim lunch on an expense report. Employees on same day travel status are eligible to claim
dinner in the event they return home after 7:00 p.m.*
21
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
5. Internet Access — Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free
high speed internet access and Tyler employees are encouraged to use such hotels
whenever possible. If an employee's hotel charges for internet access it is reimbursable up
to $10.00 per day. Charges for internet access at airports are not reimbursable.
6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be
reserved through TMC using the "lowest practical coach fare" with the exception of flights
that are six (6) or more consecutive hours in length. In such event, the next available seating
class above coach shall be reimbursed.
When required to travel internationally for business, employees shall be reimbursed for
photo fees, application fees, and execution fees when obtaining a new passport book, but
fees related to passport renewals are not reimbursable. Visa application and legal fees,
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.
22
•
..,.,. t y e
.
• technologies
Exhibit C
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 us to provide. All other support services are documented
in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the
Agreement.
Attainment: The percentage of time the Tyler Software is available during a calendar quarter, with
percentages rounded to the nearest whole number.
Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or
the acts or omissions of any of your service users or third -party providers over whom we exercise no
control.
Downtime: Those minutes during which the Tyler Software is not available for your use. Downtime does
not include those instances in which only a Defect is present.
Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable
of receiving, processing, and responding to requests, excluding maintenance windows, Client Error
Incidents and Force Majeure.
III. Service Availability
The Service Availability of the Tyler Software is intended to be 24/7/365. We set Service Availability goals
and measures whether we have met those goals by tracking Attainment.
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined
in the Support Call Process. You will receive a support incident number.
You must document, in writing, all Downtime that you have experienced during a calendar quarter. You
must deliver such documentation to us within 30 days of a quarter's end.
The documentation you provide must evidence the Downtime clearly and convincingly. It must include,
for example, the support incident number(s) and the date, time and duration of the Downtime(s).
b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will work
with you to identify the cause of the Downtime (including whether it may be the result of a Client Error
Incident or Force Majeure). We will also work with you to resume normal operations.
Upon timely receipt of your Downtime report, we will compare that report to our own outage logs and
23
support tickets to confirm that Downtime for which we were responsible indeed occurred.
We will respond to your Downtime report within 30 day(s) of receipt. To the extent we have confirmed
Downtime for which we are responsible, we will provide you with the relief set forth below.
C. Client Relief
When a Service Availability goal is not met due to confirmed Downtime, we will provide you with relief
that corresponds to the percentage amount by which that goal was not achieved, as set forth in the Client
Relief Schedule below.
Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter
will not exceed 5% of one quarter of the then -current SaaS Fee. The total credits confirmed by us in one
or more quarters of a billing cycle will be applied to the SaaS Fee for the next billing cycle. Issuing of such
credit does not relieve us of our obligations under the Agreement to correct the problem which created
the service interruption.
Every quarter, we will compare confirmed Downtime to Service Availability. In the event actual
Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly
basis:
100% 98-99% Remedial action will be taken.
100% 95-97% 4% credit of fee for affected calendar quarter
will be posted to next billing cycle
100% <95% 5% credit of fee for affected calendar quarter
will be posted to next billing cycle
You may request a report from us that documents the preceding quarter's Service Availability,
Downtime, any remedial actions that have been/will be taken, and any credits that may be issued.
IV. Applicability
The commitments set forth in this SLA do not apply during maintenance windows, Client Error Incidents,
and Force Majeure.
We perform maintenance during limited windows that are historically known to be reliably low -traffic
times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide
advance notice of those windows and will coordinate to the greatest extent possible with you.
V. Force Majeure
You will not hold us responsible for not meeting service levels outlined in this SLA to the extent any failure
to do so is caused by Force Majeure. In the event of Force Majeure, we will file with you a signed request
that said failure be excused. That writing will at least include the essential details and circumstances
supporting our request for relief pursuant to this Section. You will not unreasonably withhold its
acceptance of such a request.
24
•
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• technologies
Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support:
(1) Tyler Community — an on-line resource, Tyler Community provides a venue for all Tyler clients
with current maintenance agreements to collaborate with one another, share best practices and
resources, and access documentation.
(2) On-line submission (portal) — for less urgent and functionality -based questions, users may create
unlimited support incidents through the customer relationship management portal available at
the Tyler Technologies website.
(3) Email — for less urgent situations, users may submit unlimited emails directly to the software
support group.
(4) Telephone — for urgent or complex questions, users receive toll -free, unlimited telephone
software support.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support
experience:
(1) Tyler Website — www.tvlertech.com — for accessing client tools and other information including
support contact information.
(2) Tyler Community — available through login, Tyler Community provides a venue for clients to
support one another and share best practices and resources.
(3) Knowledgebase — A fully searchable depository of thousands of documents related to
procedures, best practices, release information, and job aides.
(4) Program Updates — where development activity is made available for client consumption
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday —
Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage
across these time zones. Tyler's holiday schedule is outlined below. There will be no support coverage on
these days.
New Year's Day
Memorial Day
Independence Day
Labor Day
Issue Handling
Incident Tracking
Thanksgiving Day
Day after Thanksgiving
Christmas Day
Every support incident is logged into Tyler's Customer Relationship Management System and given a
unique incident number. This system tracks the history of each incident. The incident tracking number is
used to track and reference open issues when clients contact support. Clients may track incidents, using
25
the incident number, through the portal at Tyler's website or by calling software support directly.
Incident Priority
Each incident is assigned a priority number, which corresponds to the client's needs and deadlines. The
client is responsible for reasonably setting the priority of the incident per the chart below. This chart is
not intended to address every type of support incident, and certain "characteristics" may or may not
apply depending on whether the Tyler software has been deployed on customer infrastructure or the
Tyler cloud. The goal is to help guide the client towards clearly understanding and communicating the
importance of the issue and to describe generally expected responses and resolutions.
Priority Characteristics of Support Incident
Level
Support incident that causes (a)
complete application failure or
application unavailability; (b)
1 application failure or unavailability in
Critical one or more of the client's remote
location; or (c) systemic loss of
multiple essential system functions.
Support incident that causes (a)
repeated, consistent failure of
essential functionality affecting
2 more than one user or (b) loss or
High corruption of Data.
Priority Level 1 incident with an
existing circumvention procedure, or
a Priority Level 2 incident that
affects only one user or for which
3 there is an existing circumvention
Medium procedure.
Resolution Targets
Tyler shall provide an initial response to Priority
Level 1 incidents within one (1) business hour of
receipt of the support incident. Tyler shall use
commercially reasonable efforts to resolve such
support incidents or provide a circumvention
procedure within one (1) business day. For non -
hosted customers, Tyler's responsibility for lost or
corrupted Data is limited to assisting the client in
restoring its last available database.
Tyler shall provide an initial response to Priority
Level 2 incidents within four (4) business hours of
receipt of the support incident. Tyler shall use
commercially reasonable efforts to resolve such
support incidents or provide a circumvention
procedure within ten (10) business days. For non -
hosted customers, Tyler's responsibility for loss or
corrupted Data is limited to assisting the client in
restoring its last available database.
Tyler shall provide an initial response to Priority
Level 3 incidents within one (1) business day of
receipt of the support incident. Tyler shall use
commercially reasonable efforts to resolve such
support incidents without the need for a
circumvention procedure with the next published
maintenance update or service pack. For non -
hosted customers, Tyler's responsibility for lost or
corrupted Data is limited to assisting the client in
restoring its last available database.
Support incident that causes failure Tyler shall provide an initial response to Priority
4 of non -essential functionality or a Level 4 incidents within two (2) business
Non- cosmetic or other issue that does days. Tyler shall use commercially reasonable
critical not qualify as any other Priority efforts to resolve such support incidents, as well as
Level. cosmetic issues, with a future version release.
lO
Incident Escalation
Tyler Technology's software support consists of four levels of personnel:
(1) Level 1: front-line representatives
(2) Level 2: more senior in their support role, they assist front-line representatives and take on
escalated issues
(3) Level 3: assist in incident escalations and specialized client issues
(4) Level 4: responsible for the management of support teams for either a single product or a
product group
If a client feels they are not receiving the service needed, they may contact the appropriate Software
Support Manager. After receiving the incident tracking number, the manager will follow up on the open
issue and determine the necessary action to meet the client's needs.
On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler
encourages clients to communicate the level of urgency or priority of software support issues so that we
can respond appropriately. A software support incident can be escalated by any of the following
methods:
(1) Telephone — for immediate response, call toll -free to either escalate an incident's priority or to
escalate an issue through management channels as described above.
(2) Email — clients can send an email to software support in order to escalate the priority of an issue
(3) On-line Support Incident Portal — clients can also escalate the priority of an issue by logging into
the client incident portal and referencing the appropriate incident tracking number.
Remote Support Tool
Some support calls require further analysis of the client's database, process or setup to diagnose a
problem or to assist with a question. Tyler will, at its discretion, use an industry -standard remote support
tool. Support is able to quickly connect to the client's desktop and view the site's setup, diagnose
problems, or assist with screen navigation. More information about the remote support tool Tyler uses is
available upon request.
27
•�;�� �� f, tyler
.,.
. technologies
Exhibit D
End User License Agreement: Doc Origin
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
28
ATTENTION: TH= SOFTWARE PROVIDED UNDER. THIS AGREEMENT IS BEING LICENSED TO YOU BY
ECLIPSE CORPORATION WSL, INC. (Eclipse Corporation) AND IS NOT BEING SOLD. THIS SOFTWARE IS
PROVIDED ENDER THE FOLLOWING AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE
SOFTWARE AND CONTAINS IMPORTANT LiA11TATIONS ON REPRESENTATIONS. WARRANTIES,
CONDITIONS, REMEDIES, AND LIABILITIES.
DocOriain
SOFTWARE LJCENSE
IMPORTANT -READ CAREFULLY: This End -User License .Agreement ("Agreement° or 'EULA") is a legal
agreement between you (either an individual person or a single legal entity, who 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
aof.w,are 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 precedence over any
conflicting terms of this EULA_
By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms
of this EULA. If you do no' 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 (1)
THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THJS 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 Key' means any license key, activation code, or similar installation, access or
usage control codes, including serial numbers digitally created and or provided by Eclipse
Corporation ,designed to provide unlocked access to the So -ware 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 wwrw.docorigin.com on a single machine and use it on a royalty -free basis for no more
than 120 days from ;he date of installation (the 'Evaluation Period"). You may use the Software during 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 automatically 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
terns 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 out in section [7.3] of this Agreement. For greater certainty, any document generated by you
under an evaluation license will have a 'spoiler+ or watermark on the output document_ Documents
generated by DocOngin soltware that has a valid 'license key file also installed will not have the 'spoiler
produced. You are ;not pennired to remove the watermark or 'spoiler' from documents venerated 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 reseilers of Eclipse Corporation only. Subject to all of the terns and conditions
of this Agreement, Eclipse Corporation grants You, a perpetual (subject to termination by Eclipse
Corporation due to your breach of the terms of this Agreement), non-exclusive, non transferable, worldwide
29
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
systems)_ You are not entided 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 breach of the
terms of this Agreement), non-exclusive, non transferable, worfdwide 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 below. 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 consider 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 ('Ws') .are considered as a server. Installing and configuring the
software on multiple V'Ml's requires one license ,per VMi server. An enterprise license is available
upon request. Pricing varies based on the size of the company.
B. Per -Document- This is defined as a fee per document based on the total number of documents
genera-ed 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 wall be
counted as 250 documents which should correspond to 250 invoices-
C. Per -Surface_ This is defined as a fee per surface 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 (ie. 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 25D 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 four 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 for production simultaneously with a production license With which it is paired_
1.6 Backup Copies. After installation of the Soy are pursuant to this EUL.A., 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 Sc—ware or the printed materials accompanying the
Software_
1.7 Third -Party Software License Flights. If a separate license agreement pertaining to an item of third -party
software is: delivered to You with the Sotware, included in the Software download package, or referenced in
any material than: is provided with the Software, then such separate license agreement shall govern Your use
of that item or version of Third -Party So —Ware. 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
rights necessary o operate he Software as permitted by this Agreement. No other hghts in the ;Software or
third -party software are granted to You.
gm
2. LICENSE RESTRICTIONS
Any copies of The :Software shall include all trademarks, copyright 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
no. remove or alter any copyright, trademark and/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 sublicense, distribute or otherwise make the Software available to any third party
finduding, 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 (i) rent, lease, sell, sublicense, assign, or otherwise transfer the Software to anyone else; (ii)
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 par of a time-sharing service,
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
3.1 During the validity period of Your License Key, You will be entitled to download the latest version of the Software
from the DocOrigin website www_docodgin.com. Use of arty 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, spedificadons, 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 more
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 lodged, 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 maybe protected by applicable
copyright or other intellectual property laws and treaties. This EULrA grants you no rights to use such content. If
this Software contains documentation that is provided only in electronic 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
SUPFC�F- DROVIDED BY ECLIPSE CORPORATION :-4EREUNDER ARE PROVIDE_ ON AN 'AS IS" BASIS
AND--IEP,E ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED,
WRITTEN OR ORAL, ARISING IBY STATUTE, OPERATION OF LAW, ,COURSE OF DEALING, USAGE OF
TRADE CAR OTHERWJSE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED
UNDER THIS AGREEMENT OR IN CONNEC710M WITH THIS AGREEMENT BY ECLIPSE CORPORATION
ECLIPSE CORPO€2ATION DISCLAIM ANY IMPLIED WARRANTIES OR CON0171ONS OF QUALITY,
MERCHANTABILITY, MERCHANTABLE OU-ALITY, DJP,ABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON -INFRINGEMENT. ECLIPSE CORPORATION DOES NOT REPRESENT OR WARRANT THAT THE
SOFTWARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE SOFTWARE
WILL OPERATE P,ROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE
OF'rNAP,E CAN BE FOUND OR CORRECTC_ ;.
In certain jurisdictions, some or all of the provisions in this Section may not be effective orthe applicable law may
mandate a more extensive warranty in which case the applicable Jaw will prevail over this Agreement.
31
6. INDEMNIFICATION & LIMITATIONS OF LIABILITY.
8.1 Eclipse Corporation shall defend and/or 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
party's proprietary or intellectual property right {`C1a'uns ), and Eclipse Corporation shall pay all damages finally
awarded by a court of competent jurisdiction to such third patty 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 Corporation 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 I Eclose Corporation or any of its customers or third
party .software suppliers is subject to an injunction or continuing damages based on the Software), then
notwithstanding any other provision in this Agreement, Eclipse Corporation shall be entitled to either modify the
Software to make it nonanfringing and/or remove the misappropriated 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, require You to cease using the Software and refund to You dal a pro
rata portion of any one (1) time fees :(based on a three (3) year, straight-line depreciation schedule from the date
of payment), and (b) any flees that have been pre -paid by You but are unused. The foregoing notwithstanding,
Eclipse Corporation shall have no liability 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 (ii) the use of any material provided by You or any end Users, (ii.i) 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
THIRD -PARTY INTELLECTUAL PROPERTY RIGHTS.
TO TIPIE GREATEST EXTENT PERMITTED iBY APPLICABLE LAW. IN NO EVENT SFLALL 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 SUCH LOSS OP.. DAMAGES, OR SUCH
LOSSES OR DAMAGES ARE FORESEEABLE.
6.2 THE ENTIRE LIABILITY OF ECLIPSE CORPORATION AND YOUR=>:CL'iJSIVE 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 OR 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 AGREEfr1ENT. YOU ACKNOWLEDGE THAT BUT
FOR THE [DISCLAIMER ,`,= 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
7.1 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 license 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 Agreement in the event of any breach by You if such breach has not
been cured within thirty (30) days of notice to You. No termination of :his Agreement will entirJe Y'ou to a refund
& any amounts paid by You to Eclipse Corporation or its applicable distributor or reseller or affect any obligations
You may have to pay any outstanding amounts owing to Eclipse Corporation or its distributor.
32
7.3 Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement
Within thirty (30) 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 it was stored, and certify such to Eclipse
Corporation
8. 'GENERAL PROVISIONS
8.1 '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 terra set out in this Agreementoonstitutes consent to any subsequent breach, whether
of the same or any other provision_
8.2 Severa'bility. If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this
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 voluntarily, by operation of law, or
otherwise) without Eclipse Corporation 's prior written consent Eclipse Corporation :may assign this Agreement
at any time without .notice. This Agreement is binding upon and will inure to the benefit of Loth parties, and their
respective successors and permitted assigns.
8.4 G.ovenning Law and Venue if You are located in the USA_ This Agreement shall be governed by the laws of
the State of Texas cif 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 ilegal
action or proceeding brought by You arising out of or relating to this Agreem-em. and You consent to the
jurisdiction 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 The 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 arising out of for relating to this
Agreement, and You consent to the jurisdiction of such courts for any such action or proceeding.
8.3 Entire Agreement. This Agreement is the entire understanding and agreement between You and Eclipse
corporation with respect to the subject matser hereo= 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 Corporation website www.docorigin.com..
Last Updated: July 22, 2017
33
•
•••'•• tyler
• technologies
Exhibit D
End User License Agreement: Quatred
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
34
Quatred End User License Agreement (EULA)
OTTA'ER.SHIP OF QUICKg SOFTTV4RE
You acknowledge and agree that all of the computer programs and associated documentation regarding
QUIC'KI software (collectively, the "Sofhvare") are oNwned exclusively by Quatred, LLC. You agree that
the price paid by you for the Software is a license fee granting you only the rights set forth in this License
Agreement.
LICEA,'SE
Sufi ect to the provisions of this Agreement. Quatred. LLC grants to you. and you accept, a perpetual.
irrevocable, royalty -free, non-exclruive, license to use the Software, ire nn<achine-readable, object code
foam only- You agree to use the Sofh are only as authorized in this License Agreement_ This License
Agreement does not cone-ey to you ,any oxk nerslup rights or any other interest in the Software.
.SCOPE OF LICENSE
Even though the Sofhvare represents all of the computer programs and associated documentation
regarding QUICKI software (collectively, the "Softare"), there are thwo distinct components of the
softvare that are licensed:
1) Web seri-ices component - This component duns on a designated web application server and manages
communications between mobile computers and a selected back end host system. The Web ser-iices
component is licensed to be installed and utilized only on web application servers owned, leased.
rented and!or operated by s ou.
2) Mobile computer component - This component runs on mobile computers and is the user interface for
integration to a selected back end host system. The \Iobile computer component is licensed to be
installed and used on mobile computers owned. leased, rented and./or operated by you.
You nuiy not copy or make any changes or modifications to the Software, and you rmy not translate,
decornpile, disassemble, or otheriwise reverse engineer the computer programs). You may not lend, rent,
lease or sublicense the Software or any copy to others for any purpose. You agree to use all reasonable
efforts to protect the Software from imauthomed use, modification, reproduction, distribution or
publication. You are not pern fitted to make any uses or copies of the Software that are not specifically
authorized by the teens of this License Agreennernt, aid Quatred, LLC resen-es all righits that are not
expressly, grunted to you. Your adherence to this License Agreement will allow Quitred, LLC to continue
developing innovative and usefiil products and providing a high level of Customer service and support.
rER17
This license will become effective on the date you acquure the Software and -'will remain m force until
terminated. You may- terms- nate the license at any time by rennovuig the Software from your computers)
and destroying the original Software and all copies. This license will automatically terminate if you
breach any of the terYnis or conditions set out in this License Agreement. You agree to remove the
Software from your computer(s), and either to destroy the original Soft<wae and all copies of the Software
or to return the Software to Quatred, LLC. upon ter7nunation of this license for any reason.
M
TRANSFER
Provided the Software has not been installed on a computer(s), you may transfer your license of the Software to
another party by transferring the original program media and all applicable doc.tuuentation, including the original
of this License Agreement to the recipient who agrees to the terms of this Agreement. All other copies of the
Software must be deleted and/or destroyed. Any transfer of possession of the Software teminates your license and
all associated benefits under this License Agreement. You must notify Quatred, LLC in writing or by email of
such transfer.
You may not transfer your license to another party onceyou have installed the software on a computer(s).
You may not transfer your license to another party by selling or transferring ownersllip of tl 1 e computer(s) on
which the Softare is installed. The Software must first be installed from any computer(s) on which the Software is
installed before transferring ownership of the computer(s). Your software license is temlinated upon sale or
transfer of the computer(s) on which the Software is installed.
BACKUP COPY
You may make one copy of this Software solely for backup or archival purposes.
LIMITED WARRANTY
Quatred, LLC warrants the physical program media to be free from, defects for a period of 90 days from the date
of your purchase. If you notify Quatred, LLC of defects during the warranty period, Quatred, LLC will replace the
defective program media or, at its option, refund the purchase price. Your remedy for breach of this warranty shall
be limited to replacement or refund and shall not encompass any other damages. No dealer, distributor, agent or
employee of Quatred, LLC is authorized to make any modification or addition to the warranty and remedies stated
above.
Quatred, LLC specifically disclaims all other warranties, express or implied, including but not limited to implied
warranties of merchantability and fitness for a particular purpose. Quatred, LLC does not provide any warranty as
to the operation of the software or its fitness for any particular application, use or purpose.
LIMITATIONS OF LIABILITY AND REMEDIES
In no event shall Quatred, LLC or its licensors be liable for any loss of profit or any other commercial damages,
including but not limited to special, incidental, consequential, ptulitive or other damages, even if Quatred, LLC or
its licensors are advised, in advance, of the possibility of such damages. In no event shall the liability of Quatred,
LLC or its licensors exceed the purchase price paid for the Software.
OTHER TERMS AND CONDITIONS
You agree to install this software ONLY on a computer(s) that you own or on a computer which you have been
given explicit pemlission to install. You agree to NOT install this software on any computer(s) you do not own or
on any computer you have not been given explicit permission to install.
36
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Exhibit E
Statement of Work
37
Statement of Work
Tyler Technologies
Prepared for:
City of Gilroy, CA
7351 Rosanna St., Gilroy, CA 95020
Prepared by:
Carrie Giesy
One Tyler Drive, Yarmouth, ME 04096
Tyler Technologies, Inc.
www.tylertech.com
•
Revised: 9/12/2019
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Table of Contents
1 Executive Summary............................................................................................................................... 6
1.1 Project Overview...........................................................................................................................
6
1.2 Product Summary.........................................................................................................................
6
1.3 Project Timeline............................................................................................................................
7
1.4 Project Methodology Overview....................................................................................................
7
2 Project Governance..............................................................................................................................
8
2.1 Client Governance.........................................................................................................................
8
2.1.1 Client Project Manager.........................................................................................................8
2.1.2 Steering Committee..............................................................................................................
8
2.1.3 Executive Sponsor(s).............................................................................................................
9
2.2 Tyler Governance..........................................................................................................................9
2.2.1 Tyler Project Manager...........................................................................................................
9
2.2.2 Tyler Implementation Management.....................................................................................9
2.2.3 Tyler Executive Management...............................................................................................
9
2.2.4 Tyler Escalation Process........................................................................................................
9
2.3 Acceptance and Acknowledgment Process................................................................................10
3 Overall Project Assumptions...............................................................................................................
11
3.1 Project, Resources and Scheduling.............................................................................................11
3.2 Data Conversion..........................................................................................................................
12
3.3 Data Exchanges, Modifications, Forms and Reports..................................................................12
3.4 Hardware and Software..............................................................................................................13
3.5 Education....................................................................................................................................
13
4 Implementation Stages.......................................................................................................................
14
4.1 Work Breakdown Structure (WBS).............................................................................................14
4.2 Initiate & Plan (Stage 1) — PMI Initiate and Plan.........................................................................
16
4.2.1 Tyler Internal Coordination & Planning..............................................................................
16
4.2.2 System Infrastructure Planning...........................................................................................
17
4.2.3 Project/Phase Planning.......................................................................................................
18
4.2.4 Project Schedule.................................................................................................................
19
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4.2.5
Stakeholder Presentation...................................................................................................
20
4.2.6
Control Point 1: Initiate & Plan Stage Acceptance..............................................................21
4.3
Assess & Define (Stage 2) — PMI Execution.................................................................................
22
4.3.1
Fundamentals Review.........................................................................................................22
4.3.2
Current/Future State Analysis.............................................................................................
23
4.3.3
Data Conversion Planning & Mapping................................................................................24
4.3.4
Standard 3rd Party Data Exchange Planning......................................................................
25
4.3.5
Modification Analysis & Specification, if contracted..........................................................
26
4.3.6
Forms & Reports Planning..................................................................................................
27
4.3.7
System Deployment............................................................................................................28
4.3.8
Control Point 2: Assess & Define Stage Acceptance...........................................................29
4.4
Build & Validate (Stage 3) — PMI Execution................................................................................
31
4.4.1
Configuration & Power User Training.................................................................................31
4.4.2
Data Conversion & Validation.............................................................................................
32
4.4.3
Standard 3rd Party Data Exchange Validation....................................................................33
4.4.4
Modification Delivery & Validation, if contracted..............................................................34
4.4.5
Forms & Reports Validation................................................................................................35
4.4.6
Control Point 3: Build & Validate Stage Acceptance...........................................................36
4.5
Final Testing & Training (Stage 4) — PMI Monitor and Control ...................................................
37
4.5.1
Cutover Planning.................................................................................................................
37
4.5.2
User Acceptance Testing(UAT)...........................................................................................38
4.5.3
End User Training................................................................................................................39
4.5.4
Control Point 4: Final Testing & Training Stage Acceptance...............................................40
4.6
Production Cutover (Stage 5) — PM Monitor and Control.........................................................41
4.6.1
Final Data Conversion, if applicable....................................................................................41
4.6.2
Production Processing & Assistance...................................................................................42
4.6.3
Transition to Tyler Support.................................................................................................43
4.6.4
Schedule Post -Production Services, if applicable...............................................................44
4.6.5
Control Point 5: Production Cutover Stage Acceptance.....................................................46
4.7
Phase/Project Closure (Stage 6) — PMI Closure..........................................................................47
4.7.1
Close Phase/Project............................................................................................................
47
4.7.2
Control Point 6: Phase/Project Closure Stage Acceptance.................................................48
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5 Roles and Responsibilities................................................................................................................... 49
5.1 Tyler Roles and Responsibilities..................................................................................................49
5.1.1 Tyler Executive Management.............................................................................................49
5.1.2 Tyler Implementation Management...................................................................................49
5.1.3 Tyler Project Manager.........................................................................................................49
5.1.4 Tyler Implementation Consultant.......................................................................................50
5.1.5 Tyler Sales...........................................................................................................................
51
5.1.6 Tyler Software Support.......................................................................................................
51
5.2 City of Gilroy Roles and Responsibilities.....................................................................................
51
5.2.1 City of Gilroy Executive Sponsor.........................................................................................
51
5.2.2 City of Gilroy Steering Committee......................................................................................
52
5.2.3 City of Gilroy Project Manager............................................................................................
52
5.2.4 City of Gilroy Functional Leads............................................................................................
53
5.2.5 City of Gilroy Power Users..................................................................................................
54
5.2.6 City of Gilroy End Users.......................................................................................................
54
5.2.7 City of Gilroy Technical Support..........................................................................................
54
5.2.8 City of Gilroy Upgrade Coordinator....................................................................................
55
5.2.9 City of Gilroy Project Toolset Coordinator..........................................................................
55
5.2.10 City of Gilroy Change Management Lead...........................................................................
55
6 Munis Conversion Summary...............................................................................................................
56
6.1 Accounting COA..........................................................................................................................
56
6.2 Accounting - Actuals...................................................................................................................
56
6.3 Accounting - Budgets..................................................................................................................
56
6.4 Accounts Payable Master............................................................................................................
56
6.5 Accounts Payable - Checks..........................................................................................................
56
6.6 Accounts Payable - Invoices........................................................................................................
56
6.7 Contracts.....................................................................................................................................56
6.8 Capital Assets Master..................................................................................................................
57
6.9 General Billing CID.......................................................................................................................
57
6.10 Project Grant Accounting............................................................................................................
57
6.11 Project Grant Accounting - Actuals.............................................................................................
57
6.12 Project Grant Accounting — Budget............................................................................................
57
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6.13
Purchase Orders..........................................................................................................................
57
6.14
Payroll.........................................................................................................................................57
6.15
Payroll - Deductions....................................................................................................................58
6.16
Payroll —Accrual Balances...........................................................................................................58
6.17
Payroll —Accumulators...............................................................................................................
58
6.18
Payroll — Check History...............................................................................................................
58
6.19
Payroll — Earning/Deduction Hist................................................................................................
58
6.20
Payroll — Recruiting.....................................................................................................................
58
6.21
Payroll — PM Action History........................................................................................................
58
6.22
Payroll — Position Control............................................................................................................
58
6.23
Payroll — State Retirement Tables...............................................................................................
58
6.24
Payroll — Certifications................................................................................................................
59
6.25
Payroll — Education.....................................................................................................................
59
6.26
Utility Billing................................................................................................................................
59
6.27
Utility Billing—Services................................................................................................................59
6.28
Utility Billing—Assessments........................................................................................................
59
6.29
Utility Billing —Consumption History...........................................................................................59
6.30
Utility Billing —Balance Forward AR.............................................................................................
59
6.31
Utility Billing —Service Orders......................................................................................................59
6.32
Utility Billing—Backflow..............................................................................................................
60
7 Glossary
...............................................................................................................................................61
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i's —:1.1;�-
1 Executive Summary
1.1 Project Overview
The Statement of Work (SOW) documents the Project Scope, methodology, roles and responsibilities,
implementation Stages, and deliverables for the implementation of Tyler products.
The Project goals are to offer City of Gilroy, CA the opportunity to make the City of Gilroy more accessible
and responsive to external and internal customer needs and more efficient in its operations through:
• Streamlining, automating, and integrating business processes and practices
• Providing tools to produce and access information in a real-time environment
• Enabling and empowering users to become more efficient, productive and responsive
• Successfully overcoming current challenges and meeting future goals
1.2 Product Summary
Below, is a summary of the products included in this Project, as well as reference to the City of Gilroy's
functional area utilizing the Tyler product(s). Refer to the Implementation Stages section of this SOW for
information containing detailed service components.
1 Financials • Accounting General Ledger
March January
• Accounts Payable
2020 2021
• Bid Management
• Budgeting
• Capital Assets
• Cash Management
• Contract Management
• Project & Grant Accounting
• Purchasing
• eProcurement
• Accounts Receivable
• General Billing
• Tyler Cashiering
• Quatred Asset Scanning Interface
• CAFR Statement Builder (post -live)
System Wide • Munis Analytics & Reporting
o Tyler Reporting Services
o Munis Office
o HUB
• Tyler ReadyForms Processing
• Tyler Content Manager SE
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2a Human Capital • Payroll w/Employee Self Service October July 2021
Management • HR & Talent Management 2020
• ExecuTime Time & Attendance
• Employee Expense Reimbursement
• Recruiting
2b Human Capital • ExecuTime Advanced Scheduling July 2021 November
Management 2021
3 Utility Billing • Utility Billing CIS March December
• UB Interface 2021 2021
• Central Property File
• Citizen Self Service
1.3 Project Timeline
The Project Timeline establishes a start and end date for each Phase of the Project. Developed during the
Initiate & Plan Stage and revised as mutually agreed to, if needed, the timeline accounts for resource
availability, business goals, size and complexity of the Project, and task duration requirements.
1.4 Project Methodology Overview
Tyler bases its implementation methodology on the Project Management Institute's (PMI) Process Groups
(Initiating, Planning, Executing, Monitoring & Controlling, and Closing). Using this model, Tyler developed
a 6-stage process specifically designed to focus on critical project success measurement factors.
Tailored specifically for Tyler's public sector clients, the project methodology contains Stage Acceptance
Control Points throughout each Phase to ensure adherence to Scope, budget, timeline controls, effective
communications, and quality standards. Clearly defined, the project methodology repeats consistently
across Phases, and is scaled to meet the City of Gilroy's complexity, and organizational needs.
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2 Project Governance
The purpose of this section is to define the resources required to adequately establish the business
needs, objectives, and priorities for the Project; communicate the goals to other project participants; and
provide support and guidance to accomplish these goals. Project governance also defines the structure
for issue escalation and resolution, Change Control review and authority, and organizational Change
Management activities.
The preliminary governance structure establishes a clear escalation path when issues and risks require
escalation above the project manager level. Further refinement of the governance structure, related
processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage.
The path below illustrates an overall team perspective where Tyler and the City of Gilroy collaborate to
resolve project challenges according to defined escalation paths. In the event project managers do not
possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation
management and the City of Gilroy steering committee become the escalation points to triage responses
prior to escalation to the City of Gilroy 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 Gilroy and Tyler executive sponsors serve as the final
escalation point.
2.1 Client Governance
Depending on the City of Gilroy's organizational structure and size, the following governance roles may be
filled by one or more people:
2.1.1 Client Project Manager
The City of Gilroy's project manager(s) coordinate project team members, subject matter experts, and
the overall implementation schedule and serves as the primary point of contact with Tyler. The City of
Gilroy project manager(s) will be responsible for reporting to the City of Gilroy steering committee and
determining appropriate escalation points.
2.1.2 Steering Committee
The City of Gilroy steering committee understands and supports the cultural change necessary for the
Project and fosters an appreciation of the Project's value throughout the organization. Oversees the City
of Gilroy project manager(s) and the Project and through participation in regular internal meetings, the
City of Gilroy steering committee remains updated on all project progress, project decisions, and
achievement of project milestones. The City of Gilroy steering committee also provides support to the
City of Gilroy project manager(s) by communicating the importance of the Project to all impacted
departments. The City of Gilroy steering committee is responsible for ensuring the Project has
appropriate resources, provides strategic direction to the project team, for making timely decisions on
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critical project issues or policy decisions. The City of Gilroy steering committee also serves as primary
level of issue resolution for the Project.
2.1.3 Executive Sponsor(s)
The City of Gilroy's executive sponsor provides support to the Project by allocating resources, providing
strategic direction, and communicating key issues about the Project and the Project's overall importance
to the organization. When called upon, the executive sponsor also acts as the final authority on all
escalated project issues. The executive sponsor engages in the Project, as needed, in order to provide
necessary support, oversight, guidance, and escalation, but does not participate in day-to-day project
activities. The executive sponsor empowers the City of Gilroy steering committee, project manager(s),
and functional leads to make critical business decisions for the City of Gilroy.
2.2 Tyler Governance
2.2.1 Tyler Project Manager
The Tyler project manager(s) have direct involvement with the Project and coordinates Tyler project team
members, subject matter experts, the overall implementation schedule, and serves as the primary point
of contact with the City of Gilroy. As requested by the City of Gilroy, the Tyler project manager(s) provide
regular updates to the City of Gilroy's steering committee and other Tyler governance members.
2.2.2 Tyler Implementation Management
Tyler implementation management has indirect involvement with the Project and is part of the Tyler
escalation process. Tyler project manager(s) consult implementation management on issues and
outstanding decisions critical to the Project. Implementation management works toward a solution with
the Tyler project manager(s) or with the City of Gilroy management, as appropriate. Tyler executive
management is the escalation point for any issues not resolved at this level. The name(s) and contact
information for this resource will be provided and available to the project team.
2.2.3 Tyler Executive Management
Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation
process. This team member offers additional support to the project team and collaborates with other
Tyler department managers, as needed, in order to escalate and facilitate implementation project tasks
and decisions. The name(s) and contact information for this resource will be provided and available to the
project team.
2.2.4 Tyler Escalation Process
The Escalation Path is noted below. The names of the Tyler employees currently in these roles will be
noted on the project Share Point site. Escalated issues will be tracked via the Issues and Actions list which
will set a mutually agreed upon date for response.
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1. Tyler Project Manager
2. West Coast Regional Director
3. West Territory Senior Director
4. VP of Implementation for ERP and Schools
5. President of ERP and Schools
2.3 Acceptance and Acknowledgment Process
All Deliverables and Control Points must be accepted or acknowledged following the process below.
Acceptance requires a formal sign -off while acknowledgement may be provided without formal sign -off at
the time of delivery. The following process will be used for accepting or acknowledging Deliverables and
Control Points:
• The City of Gilroy shall have ten (10) business days from the date of delivery, or as otherwise
mutually agreed upon by the parties in writing, to accept or acknowledge each Deliverable or
Control Point. If the City of Gilroy does not provide acceptance or acknowledgement within ten
(10) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld,
Tyler deems the Deliverable or Control Point as accepted.
• If the City of Gilroy does not agree the particular Deliverable or Control Point meets
requirements, the City of Gilroy shall notify Tyler project manager(s), in writing, with reasoning
within ten (10) business days, or the otherwise agreed -upon timeframe, not to be unreasonably
withheld, of receipt of the Deliverable.
Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City of
Gilroy shall then have ten (5) 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 Gilroy 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.
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3 Overall Project Assumptions
3.1 Project, Resources and Scheduling
• Project activities will begin after the Agreement has been fully executed.
• The City of Gilroy has the ability to allocate additional internal resources if needed. The City of
Gilroy also ensures the alignment of their budget and Scope expectations.
The City of Gilroy and Tyler ensure that the assigned resources are available, they buy -into the
change process, and they possess the required business knowledge to complete their assigned
tasks successfully. Should there be a change in resources, the replacement resource should have a
comparable level of availability, buy -in, and knowledge.
• Tyler and City of Gilroy provide adequate resources to support the efforts to complete the Project
as scheduled and within the constraints of the Project budget.
• Abbreviated timelines and overlapped Phases can result in Project delays if there are not
sufficient resources assigned to complete all required work as scheduled.
• Changes to Project Plan, availability of resources or changes in Scope may result in schedule
delays, which may result in additional charges to the Project.
• Tyler provides a written agenda and notice of any prerequisites to the City of Gilroy project
manager(s) ten (10) business days prior to any scheduled on -site or remote sessions.
• Tyler provides notice of any prerequisites to the City of Gilroy project manager(s) a minimum of
ten (10) business days prior to any key deliverable due dates.
• City of Gilroy users complete prerequisites prior to applicable scheduled activities.
• Tyler provides guidance for configuration and processing options available within the Tyler
software. The City of Gilroy is responsible for making decisions based on the options available.
• In the event the City of Gilroy may elect to add and/or modify current business policies during the
course of this Project, such policy changes are solely the City of Gilroy's responsibility to define,
document, and implement.
• The City of Gilroy makes timely Project related decisions in order to achieve scheduled due dates
on tasks and prepare for subsequent training sessions. Decision due dates will be mutually agreed
to and reflected in the project Issues and Actions List. Decisions left unmade may affect the
schedule, as each analysis and implementation session builds on the decisions made in prior
sessions.
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• Tyler considers additional services out of Scope and requires additional time and costs be
requested via Change Request approved through the Change Control process.
• The City of Gilroy will respond to information requests in a comprehensive and timely manner, in
accordance with the Project Plan. Due dates for information requests will be mutually agreed to
and reflected in the project Issues and Actions List.
3.2 Data Conversion
• The City of Gilroy is readily able to produce the data files needed for conversion from the Legacy
System in order to provide them to Tyler on the specified due dates) as reflected in the Project
Plan.
• Each Legacy System data file submitted for conversion includes all associated records in a single
approved file layout.
• The City of Gilroy understands the Legacy System data extract(s) must be provided to Tyler in the
same format each time unless changes are mutually agreed upon in advance. If not, negative
impacts to the schedule, budget, and resource availability may occur and/or data in the new
system may be incorrect.
• During this process, the City of Gilroy may need to correct data scenarios in the Legacy System
prior to the final data pull. Tyler will provide guidance to the City on this, as it is a complex activity
and requires due diligence by the City of Gilroy to ensure all data pulled includes all required data
and the Tyler system contains properly mapped data. Tyler will provide a data conversion
crosswalk that indicates where specific data is to reside in Munis.
3.3 Data Exchanges, Modifications, Forms and Reports
• The City of Gilroy ensures the 3rd party data received conforms to a Tyler standard format.
• The 3rd party possesses the knowledge of how to program their portion of the interaction and
understands how to manipulate the data received.
• Client is on a supported, compatible version of the 3,d party software or Tyler standard Data
Exchange tools may not be available.
• The City of Gilroy is willing to make reasonable business process changes rather than expecting
the product to conform to every aspect of their current system/process.
• Any Modification requests not expressly stated in the contract are out of Scope. Modifications
requested after contract signing have the potential to change cost, Scope, schedule, and
production dates for project Phases. Modification requests not in Scope must follow the Project
Change Request process.
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3.4 Hardware and Software
• Tyler will initially Install the most current generally available version of the purchased Tyler
software.
• The City of Gilroy will provide network access for Tyler modules, printers, and Internet access to
all applicable City of Gilroy and Tyler project staff.
• The City of Gilroy has in place all hardware, software, and technical infrastructure necessary to
support the Project.
• The City of Gilroy's system hardware and software meet Tyler standards to ensure sufficient
speed and operability of Tyler software. Tyler will not support use of software if the City of Gilroy
does not meet minimum standards of Tyler's published specifications.
3.5 Education
• Throughout the Project lifecycle, the City of Gilroy provides a training room for Tyler staff to
transfer knowledge to the City of Gilroy's resources, for both onsite and remote sessions. The City
of Gilroy will provide staff with a location to practice what they have learned without distraction.
If Phases overlap, the City of Gilroy will provide multiple training facilities to allow for
independent sessions scheduling without conflict.
• The training room is set up in a classroom setting. The City of Gilroy determines the number of
workstations in the room. Tyler recommends every person attending a scheduled session with a
Tyler Consultant or Trainer have their own workstation. However, Tyler requires there be no
more than two (2) people at a given workstation.
• The City of Gilroy provides a workstation which connects to the Tyler system for the Tyler trainer
conducting the session. The computer connects to a City of Gilroy training display system,
allowing all attendees the ability to actively engage in the training session.
• The City of Gilroy testing database contains the Tyler software version required for delivery of any
Modification, as previously identified and agreed to, prior to the scheduled delivery date for
testing.
• The City of Gilroy is responsible for verifying the performance of the said Modification above as
defined by the specification, if applicable.
• Users performing user acceptance testing (UAT) have attended all applicable training sessions
prior to performing UAT.
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4 Implementation Stages
4.1 Work Breakdown Structure (WBS)
The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down
into smaller, more 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 Plan, developed during Initiate & Plan and
finalized during Assess & Define, will list the tasks to be completed within each work package. Each Stage
ends with a "Control Point", confirming the work performed during that Stage of the Project.
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4.2 Initiate & Plan (Stage 1) — PMJ Initiate and Plan
The Initiate & Plan Stage creates a foundation for the Project through identification of City of Gilroy and
Tyler Project Management teams, development of implementation management plans, and the provision
and discussion of system infrastructure requirements. City of Gilroy participation in gathering information
is critical. Tyler Project Management teams present initial plans to stakeholder teams at Stage end.
4.2.1 Tyler Internal Coordination & Planning
Prior to Project commencement, Tyler management staff assigns project manager(s). Tyler provides the
City of Gilroy with initial Project documents used in gathering basic information, which aids in preliminary
planning and scheduling. City of Gilroy participation in gathering requested information by provided
deadlines ensures the Project moves forward in a timely fashion. Internally, the Tyler project manager(s)
coordinate with sales to ensure transfer of vital information from the sales process prior to scheduling a
Project Planning Meeting with the City of Gilroy's team. During this step, Tyler will work with the City of
Gilroy to establish the dates) for the Project/Phase Planning session.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 1
TASKS
Assign Tyler project manager
Provide initial Project documents to
Client
Sales to Implementation knowledge
transfer
Internal planning and phase
coordination
16/63
Tyler Internal Coordination & Planning
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4.2.2 System Infrastructure Planning
The City of Gilroy provides, purchases or acquires hardware according to hardware specifications
provided by Tyler and ensures it is available at the City of Gilroy's site. The City of Gilroy completes the
system infrastructure audit, ensuring vital system infrastructure information is available to the Tyler
implementation team, and verifies all hardware compatibility with Tyler solutions.
RACI MATRIX KEY; R = Responsible A = Accountable C = Consulted I = Informed
STAGE 1 System Infrastructure Planning
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17/63 •
tyler
• technologics
4.2.3 Project/Phase Planning
Project and Phase planning provides an opportunity to review the contract, software, data conversions
and services purchased, identify Applications to implement in each Phase (if applicable), and discuss
implementation timeframes. The Tyler project manager(s) deliver an Implementation Management Plan,
which is mutually agreeable by City of Gilroy and Tyler.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 1
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Perform Project/Phase Planning
Deliver implementation
management plan
18/63
Project/Phase Planning
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4.2.4 Project Schedule
Client and Tyler will mutually develop an initial Project Schedule. The initial schedule includes, at
minimum, enough detail to begin Project activities while the detailed Project Plan/schedule is being
developed and refined.
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STAGE 1 Project Schedule
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19/63 000. tyler
4.2.5 Stakeholder Presentation
City of Gilroy stakeholders join Tyler project manager(s) to communicate successful Project criteria,
Project goals, Deliverables, a high-level milestone schedule, and roles and responsibilities of Project
participants.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 1
TASKS
Present overview of Project
Deliverables, Project Schedule and
roles and responsibilities
Communicate successful Project
criteria and goals
20 / 63
Stakeholder Presentation
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4.2.6 Control Point 1: Initiate & Plan Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the
Assess & Define Stage is dependent upon Tyler's receipt of the Stage Acceptance. Specific tasks for client
review, acceptance and sign -off are detailed in the project plan.
4.2.6.1 Initiate & Plan Stage Deliverables
• Implementation Management Plan
o Objective: Update and deliver baseline management plans to reflect the approach to the City
of Gilroy's Project.
o Scope: The Implementation Management addresses how communication, quality control,
risks/issues, resources and schedules, and Software Upgrades (if applicable) will be managed
throughout the lifecycle of the Project.
o Acceptance criteria: City of Gilroy reviews and acknowledges receipt of Implementation
Management Plan.
• Project Plan/Schedule
o Objective: Provide a comprehensive list of tasks, timelines and assignments related to the
Deliverables of the Project.
o Scope: Task list, assignments and due dates
o Acceptance criteria: City of Gilroy acceptance of schedule based on City of Gilroy resource
availability and Project budget and goals.
4.2.6.2 Initiate & Plan Stage Acceptance Criteria
• Hardware Installed
• System infrastructure audit complete and verified
• Implementation Management Plan delivered
• Project Plan/Schedule delivered; dates confirmed
• Stakeholder Presentation complete
21/63 •
i�00 tyler
• technofogics
4.3 Assess & Define (Stage 2) ® PMI Execution
The primary objective of Assess & Define is to gather information about current City of Gilroy business
processes and translate the material into future business processes using Tyler Applications. Tyler uses a
variety of methods for obtaining the information, all requiring City of Gilroy collaboration. The City of
Gilroy shall provide complete and accurate information to Tyler staff for analysis and understanding of
current workflows and business processes.
4.3.1 Fundamentals Review
Fundamentals Review provides functional leads and Power Users an overall understanding of software
capabilities prior to beginning current and future state analysis. The primary goal is to provide a basic
understanding of system functionality, which provides a foundation for upcoming conversations
regarding future state processing. Tyler utilizes a variety of methods for completing fundamentals training
including the use of el -earning, videos, documentation, and walkthroughs.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 2
TASKS
Schedule fundamentals review &
provide fundamentals materials &
prerequisites, if applicable
Complete fundamentals materials
review and prerequisites
Ensure all scheduled attendees are
present
Facilitate fundamentals review
22 / 63
Assess & Define
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City of Gilroy and Tyler evaluate current state processes, options within the new software, pros and cons
of each option based on current or desired state, and make decisions about future state configuration
and processing.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 2
TASKS
Provide Current/Future State
analysis materials to the City of
Gilroy, as applicable
Conduct Current & Future State
analysis
Provide pros and cons of Tyler
software options
Make Future State Decisions
according to due date in the Project
Plan
Record Future State decisions
23/63
TYLER
Current/Future State Analysis
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4.3.3 Data Conversion Planning & Mapping
This entails the activities performed to prepare to convert data from the City of Gilroy's Legacy System
Applications to the Tyler system. Tyler staff and the City of Gilroy work together to complete Data
Mapping for each piece of data (as outlined in the Agreement) from the Legacy System to a location in
the Tyler system.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 2 Data Conversion Planning & Mapping
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4.3.4 Standard 3rd Party Data Exchange Planning
Standard Data Exchange tools are available to allow clients to get data in and out of the Tyler system with
external systems. Data exchange tools can take the form of Imports and Exports, and Interfaces.
A Standard Interface is a real-time or automated exchange of data between two systems. This could be
done programmatically or through an API. It is Tyler's responsibility to ensure the Tyler programs operate
correctly. It is the City's responsibility to ensure the third party program operates or accesses the data
correctly.
The City and Tyler Project Manager(s) will work together to define/confirm which Data Exchanges are
needed (if not outlined in the Agreement). Tyler will provide a file layout for each Standard Data
Exchange.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 2
TASKS
Review Standard or contracted Data
Exchanges
Define or confirm needed Data
Exchanges
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4.3.5 Modification Analysis & Specification, if contracted
Tyler staff conducts additional analysis and develops specifications based on information discovered
during this Stage. The City of Gilroy reviews the specifications and confirms they meet City of Gilroy's
needs prior to acceptance. Out of Scope items or changes to specifications after acceptance may require
a Change Request.
Tyler's intention is to minimize Modifications by using Standard functionality within the Application,
which may require a City of Gilroy business process change. It is the responsibility of the City of Gilroy to
detail all of their needs during the Assess and Define Stage. Tyler will write up specifications (for City of
Gilroy approval) for contracted program Modifications. Upon approval, Tyler will make the agreed upon
Modifications to the respective program(s). Once the Modifications have been delivered, the City of
Gilroy will test and approve those changes during the Build and Validate Stage.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 2 Modification Analysis & Specification, if contracted
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26/63
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4.3.6 Forms & Reports Planning
City of Gilroy and Tyler project manager(s) review Forms and Report needs. Items that may be included in
the Agreement are either Standard Forms and Reports or known/included Modification(s). Items not
included in the Agreement could be either City of Gilroy -developed Reports or a newly discovered
Modification that will require a Change Request.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 2
TASKS
Review required Forms output
Review and complete Forms options
and submit to Tyler
Review in Scope Reports
Identify additional Report needs
Add applicable tasks to Project
schedule
27/63
Forms & Reports Planning
TYLER CLIENT
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4.3.7 System Deployment
The Tyler Technical Services team Installs Tyler Applications on the server (hosted or client -based) and
ensures the platform operates as expected.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 2
TASKS
Install contracted software on server
Ensure platform operates as
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4.3.8 Control Point 2: Assess & Define Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Build & Validate Stage is dependent upon Tyler's receipt of the Stage Acceptance
4.3.8.1 Assess .& Define Stage Deliverables
Completed analysis Questionnaire
o Objective: Gather and document information related to City of Gilroy business processes for
current/future state analysis as it relates to Tyler approach/solution.
o Scope: Provide comprehensive answers to all questions on Question naire(s).
o Acceptance criteria: City of Gilroy acceptance of completed Questionnaire based on
thoroughness of capturing all City of Gilroy business practices to be achieved through Tyler
solution.
Data conversion summary and specification documents
o Objective: Define data conversion approach and strategy.
o Scope: Data conversion approach defined, data extract strategy, conversion and
reconciliation strategy.
o Acceptance criteria: Data conversion documents) delivered to the City of Gilroy, reflecting
complete and accurate conversion decisions.
Modification specification documents, if contracted
o Objective: Provide comprehensive outline of identified gaps, and how the modified program
meets the City of Gilroy's needs.
o Scope: Design solution for Modification.
o Acceptance criteria: City of Gilroy accepts Modified Specification Document(s) and agrees
that the proposed solution meets their requirements.
• Completed Forms options and/or packages
o Objective: Provide specifications for each City of Gilroy in Scope form, Report and output
requirements.
o Scope: Complete Forms package(s) included in agreement and identify Report needs.
o Acceptance criteria: Identify Forms choices and receive supporting documentation.
Installation checklist
o Objective: Installation of purchased Tyler software.
o Scope: Tyler will conduct an initial coordination call, perform an installation of the software
included in the Agreement, conduct follow up to ensure all tasks are complete, and complete
server system administration training, unless the City of Gilroy is hosted.
o Acceptance criteria: Tyler software is successfully installed and available to authorized users,
City of Gilroy team members are trained on applicable system administration tasks.
4.3.8.2 Assess & Define Stage Acceptance Criteria
Tyler software is installed.
29/63 �.�% f. tiler
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• Fundamentals review is complete.
• Required Form information complete and provided to Tyler.
• Current/Future state analysis completed; Questionnaires delivered and reviewed.
• Data conversion mapping and extractions completed and provided to Tyler.
30 / 63
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4.4 Build & Validate (Stage 3) — PMI Execution
The objective of the Build & Validate Stage is to prepare the software for use in accordance with the City
of Gilroy's needs identified during the Assess and Define Stage, preparing the City of Gilroy for Final
Testing and Training.
4.4.1 Configuration & Power User Training
Tyler staff collaborates with the City of Gilroy to complete software configuration based on the outputs of
the future state analysis performed during the Assess and Define Stage. Tyler staff will train the City of
Gilroy Power Users to prepare them for the Validation of the software. The City of Gilroy collaborates
with Tyler staff iteratively to Validate software configuration.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 3
TASKS
Perform configuration
Power User process and Validation
training
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4.4.2 Data Conversion & Validation
Tyler completes an initial review of the converted data for errors. With assistance from the City of Gilroy,
the Tyler Data Conversion Team addresses items within the conversion program to provide the most
efficient data conversion possible. With guidance from Tyler, the City of Gilroy reviews specific data
elements within the system and identifies and Reports discrepancies in writing. Iteratively, Tyler
collaborates with the City of Gilroy to address conversion discrepancies prior to acceptance.
RACI MATRIX KEY: R = ResponsibleA = Accountable C = Consulted I = Informed
STAGE 3 Data Conversion & Validation
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4.4.3 Standard 3rd Party Data Exchange Validation
Tyler provides training on Data Exchange(s) and the City of Gilroy tests each Data Exchange.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 3
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Train Data Exchange(s) processing in
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Standard 31d Party Data Exchange Validation
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4.4.4 Modification Delivery & Validation, if contracted
Tyler delivers in Scope Modification(s) to the City of Gilroy for preliminary testing. Final acceptance will
occur during the Final Testing and Training Stage.
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4.4.5 Forms & Reports Validation
Tyler provides training on Standard Forms/Reports and the City of Gilroy tests each Standard
Form/Report.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 3
Forms & Reports Validation
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4.4.6 Control Point 3: Build & Validate Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Final Testing &
Training Stage is dependent upon Tyler's receipt of the Stage Acceptance. Specific tasks for client review,
acceptance and sign -off are detailed in the project plan.
4.4.6.1 Build & Validate Stage Deliverables
• Initial data conversion
o Objective: Convert Legacy System data into Tyler system.
o Scope: Data conversion program complete; deliver converted data for review.
o Acceptance criteria: Initial error log available for review.
• Data conversion verification document
o Objective: Provide instructions to the City of Gilroy to verify converted data for accuracy.
o Scope: Provide self -guided instructions to verify specific data components in Tyler system.
o Acceptance criteria: City of Gilroy accepts data conversion delivery; City of Gilroy completes
data issues log.
• Installation of Modifications on the City of Gilroy's server(s) *except for hosted Clients
o Objective: Deliver Modification(s) in Tyler software.
o Scope: Program for Modification is complete and available in Tyler software, Modification
testing.
o Acceptance criteria: Delivery of Modification(s) results in objectives described in the City of
Gilroy -signed specification.
• Standard Forms & Reports Delivered
o Objective: Provide Standard Forms & Reports for review.
o Scope: Installation of all Standard Forms & Reports included in the Agreement.
o Acceptance criteria: Standard Forms & Reports available in Tyler software for testing in Stage
4.
4.4.6.2 Build & Validate Stage Acceptance Criteria
• Application configuration completed.
• Standard Forms & Reports delivered and available for testing in Stage 4.
• Data conversions (except final pass) delivered.
• Standard 31 party Data Exchange training provided.
• Modifications delivered and available for testing in Stage 4.
• The City of Gilroy and Tyler have done a review of primary configuration areas to Validate
completeness and readiness for testing and acceptance in Stage 4.
36/63 •• • Lyle
4.5 Final Testing & Training (Stage 4) — PMI Monitor and Control
During Final Testing and Training, Tyler and the City of Gilroy review the final Cutover plan. A critical
Project success factor is the City of Gilroy understanding the importance of Final Testing and Training and
dedicating the resources required for testing and training efforts in order to ensure a successful
Production Cutover.
4.5.1 Cutover Planning
City of Gilroy and Tyler project manager(s) discuss final preparations and critical dates for Production
Cutover. Tyler delivers a Production Cutover Checklist to outline Cutover tasks to help prepare the City of
Gilroy for success.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 4
TASKS
Cutover Planning Session
Develop Production Cutover
Checklist
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The City of Gilroy performs User Acceptance Testing to verify software readiness for day-to-day business
processing. Tyler provides a Test Plan for users to follow to ensure proper Validation of the system. Tyler
will customize the test scripts based on city processes.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 4 User Acceptance Testing (UAT)
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4.5.3 End User Training
End Users attend training sessions to learn how to utilize Tyler software. Training focuses primarily on
day-to-day City of Gilroy processes that will be delivered via group training, webinar, el -earnings and/or
live training sessions.
Eighty (80) hours of End User Training performed by Tyler are included for each phase. Beyond the 80
hours, City of Gilroy users who attended the Tyler sessions may train any City of Gilroy users not able to
attend the Tyler sessions, or the City could utilize hours from the Additional Implementation and
Consulting and Training Services Hours (616), or additional sessions may be contracted with Tyler at the
applicable rates for training.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 4
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4.5.4 Control Point 4: Final Testing & Training Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Production
Cutover Stage is dependent upon Tyler's receipt of the Stage Acceptance. Specific tasks for client review,
acceptance and sign -off are detailed in the project plan.
4.5.4.1 Final Testing & Training Stage Deliverables
• Production Cutover checklist
o Objective: Provide a detailed checklist outlining tasks necessary for production Cutover.
o Scope: Dates for final conversion, dates) to cease system processing in Legacy System,
date(s) for first processing in Tyler system, contingency plan for processing.
o Acceptance criteria: Definition of all pre -production tasks, assignment of owners and
establishment of due dates.
• User Acceptance Test Plan
o Objective: Provide testing steps to guide users through testing business processes in Tyler
software.
o Scope: Testing steps for Standard business processes.
o Acceptance criteria: Testing steps have been provided for Standard business processes.
4.5.4.2 Final Testing & Training Stage Acceptance Criteria
• Production Cutover Checklist delivered and reviewed.
• Modification(s) tested and accepted, if applicable.
• Standard 3' party Data Exchange programs tested and accepted.
• Standard Forms & Reports tested and accepted.
• User acceptance testing completed.
• End User training completed.
40 / 63 •
•••'•• tyler
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4.6 Production Cutover (Stage 5) — PMI Monitor and Control
City of Gilroy and Tyler resources complete tasks as outlined in the Production Cutover Plan and the City
of Gilroy begins processing day-to-day business transactions in the Tyler software. Following Production
Cutover, the City of Gilroy transitions to the Tyler support team for ongoing support of the Application.
4.6.1 Final Data Conversion, if applicable
The City of Gilroy provides final data extract and Reports from the Legacy System for data conversion and
Tyler executes final data conversion. The City of Gilroy may need to manually enter into the Tyler system
any data added to the Legacy System after final data extract.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 5 Final Data Conversion, if applicable
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4.6.2 Production Processing & Assistance
Tyler staff collaborates with the City of Gilroy during Production Cutover activities. The City of Gilroy
transitions to Tyler software for day -to day business processing.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 5 Production Processing & Assistance
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4.6.3 Transition to Tyler Support
Tyler project manager(s) introduce the City of Gilroy to the Tyler Support team, who provides the City of
Gilroy with day-to-day assistance following Production Cutover.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 5
TASKS
Develop internal support plan
Conduct transfer to Support
meeting
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4.6.4 Schedule Post -Production Services, if applicable
Tyler provides post -production services if included in the Agreement. Prior to scheduling services, the Tyler project
manager(s) collaborate with City of Gilroy project manager(s) to identify needs. This could include but is not
limited to: W-2 training, 1099 training, Month -End and Year -End. PIER services will be delivered after
each phase, 1 (Financials), 2a (HCM), 3 (UB).
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
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required modules were
implemented, and if not, why not,
and how this will be rectified
PIER - Identify/discuss if the
required training was delivered, and
if not, why not, and how this will be
rectified
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to be used to determine if there are
any gaps in user system utilization,
and if so, what are they
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4.6.5 Control Point 5: Production Cutover Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Phase/Project
Closure Stage is dependent upon Tyler's receipt of this Stage Acceptance. Specific tasks for client review,
acceptance and sign -off are detailed in the project plan.
4.6.5.1 Production Cutover Silage Deliverables
• Final data conversion, if applicable
o Objective: Ensure (in Scope) Legacy System data is available in Tyler software in preparation
for production processing.
o Scope: Final passes of all conversions completed in this Phase.
o Acceptance criteria: Data is available in production environment.
• Support transition documents
o Objective: Define strategy for on -going Tyler support.
o Scope: Define support strategy for day-to-day processing, conference call with City of Gilroy
Project Manager(s) and Tyler support team, define roles and responsibilities, define methods
for contacting support.
o Acceptance criteria: the City of Gilroy receives tools to contact support and understands
proper support procedures.
4.6.5.2 Production Cutover Stage Acceptance Criteria
• Final data conversion(s) delivered.
• Processing is being done in Tyler production.
• Transition to Tyler support is completed.
• Post -live services have been scheduled, if applicable.
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4.7 Phase/Project Closure (Stage 6) — PMI Closure
Project or Phase closure signifies full implementation of all products purchased and encompassed in the
Phase or Project. The City of Gilroy moves into the next cycle of their relationship with Tyler (next Phase
of implementation or long-term relationship with Tyler Support).
4.7.1 Close Phase/Project
The City of Gilroy and Tyler project manager(s) review the list of outstanding Project activities and
develop a plan to address them. The Tyler project manager(s) review the Project budget and status of
each contract Deliverable with the City of Gilroy project manager(s) prior to closing the Phase or Project.
RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed
STAGE 6
TASKS
Review outstanding Project activities
and develop action plan
Review Project budget and status of
contract Deliverables
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4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below. This is the final acceptance for the
Phase/Project.
4.7.2.1 Phase/Project Closure Stage Deliverables
+ Phase/Project reconciliation report
o Objective: Provide comparison of contract Scope and Project budget.
o Scope: Contract Scope versus actual, analysis of services provided and remaining budget,
identify any necessary Change Requests or Project activity.
o Acceptance criteria: Acceptance of services and budget analysis and plan for changes, if
needed.
4.7.2.2 Phase/Project Closure Stage Acceptance Criteria
• Outstanding Phase or Project activities have been documented and assigned.
• Phase/final Project budget has been reconciled.
• Tyler Deliverables for the Phase/Project are complete.
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5 Roles and Responsibilities
5.1 Tyler Roles and Responsibilities
Tyler assigns project manager(s) prior to the start of each Phase of the Project. The project manager(s)
assign additional Tyler resources as'the schedule develops and as needs arise. One person may fill
multiple project roles.
5.1.1 Tyler Executive Management
• Provides clear direction for Tyler staff on executing on the Project Deliverables to align with
satisfying the City of Gilroy's overall organizational strategy.
• Authorizes required project resources.
• Resolves all decisions and/or issues not resolved at the implementation management level as part
of the escalation process.
• Offers additional support to the project team and is able to work with other Tyler department
managers in order to escalate and facilitate implementation project tasks and decisions.
• Acts as the counterpart to the City of Gilroy's executive sponsor.
5.1.2 Tyler Implementation Management
• Acts as the counterpart to the City of Gilroy steering committee.
• Assigns initial Tyler project personnel.
• Works to resolve all decisions and/or issues not resolved at the Project Management level as part
of the escalation process.
• Attends City of Gilroy steering committee meetings as necessary.
• Provides support for the project team.
• Provides management support for the Project to ensure it is staffed appropriately and staff have
necessary resources.
• Monitors project progress including progress towards agreed upon goals and objectives.
5.1.3 Tyler Project Manager
The Tyler project manager(s) provides oversight of the Project, coordination of resources between
departments, management of the project budget and schedule, effective risk and issue management, and
is the primary point of contact for all Project related items. The Tyler Project Manager will be assigned to
the project at a 33% dedication level. The Tyler PM will be onsite for the project Stakeholder
Presentation, 2 days per quarter throughout the life of the project and for cutover planning sessions. The
Tyler PM will devote 13 hours per week to the project management activities for the City of Gilroy, CA.
• Contract Management
o Validates contract compliance throughout the Project.
o Ensures Deliverables meet contract requirements.
o Acts as primary point of contact for all contract and invoicing questions.
o Prepares and presents contract milestone sign -offs for acceptance by City of Gilroy project
manager(s).
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o Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.
• Planning
o Update and deliver Implementation Management Plan.
o Defines project tasks and resource requirements.
o Develops initial project schedule and full-scale Project Plan.
o Collaborates with City of Gilroy project manager(s) to plan and schedule project timelines to
achieve on -time implementation.
• Implementation Management
o Tightly manages Scope and budget of Project; establishes process and approval matrix with
the City of Gilroy to ensure Scope changes and budget planned versus actual are transparent
and handled effectively and efficiently.
o Establishes and manages a schedule and resource plan that properly supports the Project
Plan that is also in balance with Scope/budget.
o Establishes risk/issue tracking/reporting process between the City of Gilroy and Tyler and
takes all necessary steps to proactively mitigate these items or communicates with
transparency to the City of Gilroy any items that may impact the outcomes of the Project.
o Collaborates with the City of Gilroy's project manager(s) to establish key business drivers and
success indicators that will help to govern project activities and key decisions to ensure a
quality outcome of the project.
o Sets a routine communication plan that will aide all project team members, of both the City
of Gilroy and Tyler, in understanding the goals, objectives, current status and health of the
project.
• Team Management
o Acts as liaison between project team and Tyler manager(s).
o Identifies and coordinates all Tyler resources across all applications, Phases, and activities
including development, forms, installation, reports, implementation, and billing.
o Provides direction and support to project team.
o Builds partnerships among the various stakeholders, negotiating authority to move the
Project forward.
o Manages the appropriate assignment and timely completion of tasks as defined in the Project
Plan, task list, and Production Cutover Checklist.
o Assesses team performance and adjusts as necessary.
o Interfaces closely with Tyler developers to coordinate program Modification activities.
o Coordinates within Scope 3`d party providers to align activities with ongoing project tasks.
5.1.4 Tyler Implementation Consultant
The Tyler Implementation Consultant will be assigned to the project at a 60% dedication level.
• Completes tasks as assigned by the Tyler project manager(s).
• Performs problem solving and troubleshooting.
• Follows up on issues identified during sessions.
• Documents activities for on site services performed by Tyler.
• Provides conversion Validation and error resolution assistance.
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• Recommends guidance for testing Forms and Reports.
• Tests software functionality with the City of Gilroy following configuration.
• Assists during Production Cutover process and provides production support until the City of
Gilroy transitions to Tyler Support.
• Provides product related education.
• Effectively facilitates training sessions and discussions with City of Gilroy and Tyler staff to ensure
adequate discussion of the appropriate agenda topics during the allotted time.
• Conducts training (configuration, process, conversion Validation) for Power Users and the City of
Gilroy's designated trainers for End Users.
• Clearly documents homework tasks with specific due dates and owners, supporting and
reconciling with the final Project Plan.
• Keeps Tyler project manager(s) proactively apprised of any and all issues which may result in the
need for additional training, change in schedule, change in process decisions, or which have the
potential to adversely impact the success of the Project prior to taking action.
5.1.5 Tyler Sales
Provide sales background information to Implementation during Project initiation.
Support Sales transition to Implementation.
Provide historical information, as needed, throughout implementation.
5.1.6 Tyler Software Support
• Manages incoming client issues via phone, email, and online customer incident portal.
• Documents and prioritizes issues in Tyler's Customer Relationship Management (CRM) system.
• Provides issue analysis and general product guidance.
• Tracks issues and tickets to timely and effective resolution.
• Identifies options for resolving reported issues.
• Reports and escalates defects to Tyler Development.
• Communicates with the City of Gilroy on the status and resolution of reported issues.
5.2 City of Gilroy Roles and Responsibilities
City of Gilroy resources will be assigned prior to the start of each Phase of the project. One person may
be assigned to multiple project roles.
5.2.1 City of Gilroy Executive Sponsor
• Provides clear direction for the Project and how the Project applies to the organization's overall
strategy.
• Champions the Project at the executive level to secure buy -in.
• Authorizes required Project resources.
• Resolves all decisions and/or issues not resolved at the City of Gilroy steering committee level as
part of the escalation process.
• Actively participates in organizational change communications.
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5.2.2 City of Gilroy Steering Committee
• Works to resolve all decisions and/or issues not resolved at the project manager level as part of
the escalation process.
• Attends all scheduled steering committee meetings.
• Provides support for the project team.
• Assists with communicating key project messages throughout the organization.
• Prioritizes the project within the organization.
• Provides management support for the project to ensure it is staffed appropriately and staff have
necessary resources.
• Monitors project progress including progress towards agreed upon goals and objectives.
• Has the authority to approve or deny changes impacting the following areas:
o Cost
o Scope
o Schedule
o Project Goals
o City of Gilroy Policies
5.2.3 City of Gilroy Project Manager
The City of Gilroy shall assign project manager(s) prior to the start of this Project with overall
responsibility and authority to make decisions related to project Scope, scheduling, and task assignment,
and communicates decisions and commitments to the Tyler project manager(s) in a timely and efficient
manner. When the City of Gilroy project manager(s) do not have the knowledge or authority to make
decisions, he or she engages the correct resources from City of Gilroy to participate in discussions and
make decisions in a timely fashion to avoid Project delays.
• Contract Management
o Validates contract compliance throughout the Project.
o Ensures invoicing and Deliverables meet contract requirements.
o Acts as primary point of contact for all contract and invoicing questions.
o Signs off on contract milestone acknowledgment documents.
o Collaborates on and approves Change Requests, if needed, to ensure proper Scope and
budgetary compliance.
• Planning
o Review and acknowledge Implementation Management Plan.
o Defines project tasks and resource requirements for City of Gilroy project team.
o Collaborates in the development and approval of the initial Project Plan and Project Plan.
o Collaborates with Tyler project manager(s) to plan and schedule Project timelines to achieve
on -time implementation.
• Implementation Management
o Tightly manages Project budget and Scope and collaborates with Tyler project manager(s) to
establish a process and approval matrix to ensure Scope changes and budget planned versus
actual are transparent and handled effectively and efficiently.
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o Collaborates with Tyler project manager to establish and manage a schedule and resource
plan that properly supports the Project Plan, as a whole, that is also in balance with
Scope/budget.
o Collaborates with Tyler Project manager(s) to establish risk/issue tracking/reporting process
between the City of Gilroy and Tyler and takes all necessary steps to proactively mitigate
these items or communicates with transparency to Tyler any items that may impact the
outcomes of the Project.
o Collaborates with Tyler Project manager(s) to establish key business drivers and success
indicators that will help to govern Project activities and key decisions to ensure a quality
outcome of the Project.
o Routinely communicates with both City of Gilroy staff and Tyler, aiding in the understanding
of goals, objectives, current status, and health of the Project by all team members.
• Team Management
o Acts as liaison between project team and stakeholders.
o Identifies and coordinates all City of Gilroy resources across all modules, Phases, and
activities including data conversions, forms design, hardware and software installation,
reports building, and satisfying invoices.
o Provides direction and support to project team.
o Builds partnerships among the various stakeholders, negotiating authority to move the
Project forward.
o Manages the appropriate assignment and timely completion of tasks as defined in the Project
Plan, task list, and Production Cutover Checklist.
o Assesses team performance and takes corrective action, if needed.
o Provides guidance to City of Gilroy technical teams to ensure appropriate response and
collaboration with Tyler Technical Support Teams to ensure timely response and appropriate
resolution.
o Coordinates in Scope 3rd party providers to align activities with ongoing Project tasks.
5.2.4 City of Gilroy 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.
• Attends and contributes business process expertise for current/future state analysis sessions.
• Identifies and includes additional subject matter experts to participate in Current/Future State
Analysis sessions.
• Provides business process change support during Power User and End User training.
• Completes performance tracking review with client project team on End User competency on
trained topics.
• Provides Power and End Users with dedicated time to complete required homework tasks.
• Act as an ambassador/champion of change for the new process.
• Identifies and communicates any additional training needs or scheduling conflicts to City of Gilroy
project manager.
• Prepares and Validates Forms.
• Actively participates in all aspects of the implementation, including, but not limited to, the
following key activities:
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o Task completion
o Stakeholder Presentation
o Implementation Management Plan development
o Schedule development
o Maintenance and monitoring of risk register
o Escalation of issues
o Communication with Tyler project team
o Coordination of City of Gilroy resources
o Attendance at scheduled sessions
o Change Management activities
o Modification specification, demonstrations, testing and approval assistance
o Conversion Analysis and Verification Assistance
o Decentralized End User Training
o Process Testing
o User Acceptance Testing
5.2.5 City of Gilroy Power Users
• Participate in Project activities as required by the project team and project manager(s).
• Provide subject matter expertise on City of Gilroy business processes and requirements.
• Act as subject matter experts and attend current/future state and validation sessions as needed.
• Attend all scheduled training sessions.
• Participate in all required post -training processes as needed throughout Project.
• Participate in Conversion Validation.
• Test all Application configuration to ensure it satisfies business process requirements.
• Become Application experts.
• Participate in User Acceptance Testing.
• Adopt and support changed procedures.
• Complete all Deliverables by the due dates defined in the Project Plan.
• Demonstrate competency with Tyler products processing prior to Production Cutover.
• Provide knowledge transfer to City of Gilroy staff during and after implementation.
5.2.6 City of Gilroy End Users
• Attend all scheduled training sessions.
• Become proficient in Application functions related to job duties.
• Adopt and utilize changed procedures.
• Complete all Deliverables by the due dates defined in the Project Plan.
• Utilize software to perform job functions at and beyond Production Cutover.
5.2.7 City of Gilroy Technical Support
• Coordinates updates and releases with Tyler as needed.
• Coordinates the copying of source databases to training/testing databases as needed for training
days.
• Extracts and transmits conversion data and control reports from City of Gilroy's Legacy System
per the conversion schedule set forth in the Project Plan.
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•• technobgies
• Coordinates and adds new users and printers and other Peripherals as needed.
• Validates all users understand log -on process and have necessary permission for all training
sessions.
• Coordinates Interface development for City of Gilroy third party Data Exchanges.
• Develops or assists in creating Reports as needed.
• Ensures onsite system hardware meets specifications provided by Tyler.
• Assists with software Installation as needed.
5.2.8 City of Gilroy Upgrade Coordinator
• Becomes familiar with the Software Upgrade process and required steps.
• Becomes familiar with Tyler's releases and updates.
• Utilizes Tyler Community to stay abreast of the latest Tyler releases and updates, as well as the
latest helpful tools to manage the City of Gilroy's Software Upgrade process.
• Assists with the Software Upgrade process during implementation.
• Manages Software Upgrade activities post -implementation.
• Manages Software Upgrade plan activities.
• Coordinates Software Upgrade plan activities with City of Gilroy and Tyler resources.
• Communicates changes affecting users and department stakeholders.
• Obtains department stakeholder sign -offs to upgrade production environment.
5.2.9 City of Gilroy Project Toolset Coordinator
• Ensures users have appropriate access to Tyler project toolsets such as Tyler University, Tyler
Community, Tyler Product Knowledgebase, SharePoint, etc.
• Conducts training on proper use of toolsets.
• Validates completion of required assignments using toolsets.
5.2.10 City of Gilroy Change Management Lead
• Validates users receive timely and thorough communication regarding process changes.
• Provides coaching to supervisors to prepare them to support users through the project changes.
• Identifies the impact areas resulting from project activities and develops a plan to address them
proactively.
• Identifies areas of resistance and develops a plan to reinforce the change.
• Monitors post -production performance and new process adherence.
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6 Munis Conversion Summary
6.1 Accounting COA
• Chart of Accounts segments, objects, character codes, project codes (if applicable),
organization codes (if applicable), control accounts budget rollups, fund attributes, due
to/due from accounts
• Requires the use of a Tyler provided spreadsheet for design and entry of the data to be
converted
6.2 Accounting - Actuals
• Summary account balances
• Up to 3 years
6.3 Accounting - Budgets
• Original budget, budget adjustments, revised budget summaries for accounts
• Up to 3 years
6.4 Accounts Payable Master
• Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers
• Multiple remittance addresses
• Year-to-date 1099 amounts
6.5 Accounts Payable - Checks
• Check header data including vendor, warrant, check number, check date, overall check
amount, GL cash account and clearing information
• Check detail data including related document and invoice numbers for each check
• Up to 5 years
6.6 Accounts Payable - Invoices
• Invoice header data containing general information for the invoice
• Invoice detail data containing line -specific information for the invoice
• Up to 5 years
6.7 Contracts
• Contract header detail with many fields available to convert including fiscal year and period,
vendor number, department code, description, enforcement method code, dates for award,
approval, entry and expiration, retention information, user -defined type and review codes,
status code, user id for entry and approver. Additional fields are also available.
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• Contract detail including line item account and amount detail
6.8 Capital Assets Master
• Asset description, status, acquisition quantity, date and amount, codes for asset class,
subclass, department, custodian, flags for capitalization and depreciation, estimated life,
serial number, model, model year, depreciation method, life -to -date depreciation amount,
last depreciation date, disposal information (if any), purchase information, if any (vendor, PO,
Invoice)
6.9 General Billing CID
• Customer information
6.10 Project Grant Accounting
• Segments, account strings and fund string allocation table
• Requires the use of a Tyler provided (Chart of Accounts) spreadsheet for design and entry of
the data to be converted
6.11 Project Grant Accounting - Actuals
• Summary project ledger string balances
• Up to 3 years
6.12 Project Grant Accounting — Budget
• Original project ledger budget amounts
• Up to 3 years
6.13 Purchase Orders
• Open purchase orders header data including vendor, buyer, date, accounting information,
etc.
• Open purchase orders detail data including line item descriptions, quantities, amounts, etc.
6.14 Payroll
• Payroll Employee Master data including data such as name, address, SSN, legacy employee
ID, date of birth, hire date, activity status (such as active/inactive), leave/termination code
and date, phone(s), e-address, marital status, gender, race, personnel status (such as full-
time, part-time, etc.), highest degree, advice -delivery (print/email/both) and check location,
plus primary group, job, location, and account information
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6.15 Payroll - Deductions
• Employee Deductions - including employee ID, deduction codes, tax information, and direct
deposit information
6.16 Payroll —Accrual Balances
• Employee Accrual Balances including Vacation, Holiday, and other Leave balances
• Start of year balance, earned to date, used to date
6.17 Payroll — Accumulators
• YTD, QTD, MTD amounts for employee pay and deductions
• Needed for mid -calendar -year go -live
• May not be needed if converting earnings/deductions history
• Up to 5 years
6.18 Payroll — Check History
• Up to 5 years, additional years must be quoted. We convert amounts for earnings and
deductions in employee check history, check number and date.
6.19 Payroll — Earning/Deduction Hist.
• Up to 5 years, additional years must be quoted. Earning and deduction history broken down
my individual codes (earnings and deduction) and amounts per pay period, the detail of these
lines, sums the check history in opt 4.
6.20 Payroll — Recruiting
• Application requisition applicant master data, plus applicant references, certifications,
education, skills, tests, work history, and interviews
6.21 Payroll — PM Action History
• A variety of Personnel actions, such as job or salary changes and dates these events occurred.
• Up to 5 years
6.22 Payroll — Position Control
• Position, description, status, job code, bargaining group, location, number of employees
allowed for each, FTE percentage, GL account, and max/min grade and step
6.23 Payroll — State Retirement Tables
• Specific state -required data, plus related service years information, when appropriate
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6.24
6.25
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6.26
Needed for some states
Payroll — Certifications
Certification area and certification type codes, certification number and effective date,
expiration date, and required -by date, codes for certification level and subjects
Payroll — Education
Codes, for institution, type of degree, and area(s) of study
Utility Billing
• Account Master data including previous and current customer owner information- address
info, phone, fax, SSN number, FID number, account status, parcel number, location street,
apartment, city, state, zip, book number, read sequence, account start and end date, EFT
bank information
6.27 Utility Billing —Services
• Service data for each account including service codes, status, type, factor, condo units, bill
cycle codes, budget information, winter usage, meter readings (current and previous), meter
usage (current and previous), sales tax information
6.28 Utility Billing Assessments
• Assessments are improvement costs that are spread across to property owner
• Utility Billing conversion option 4 (balance forward AR) must also be purchased in order to
convert assessments
6.29 Utility Billing —Consumption History
• History of meter readings, usage, read dates, usage days, bill amounts, bill dates, read codes
• Up to 5 years
6.30 Utility Billing —Balance 'Forward AR
• Total balance due on the account, or by charge code
• If late penalties will be applied in Munis after the conversion, balance forward amounts must
be converted by charge code
6.31 Utility Billing —Service Orders
• Service Orders data associated with accounts, including meter repairs, checks for leaky
meter, reread a meter due to high reading
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6.32 Utility Billing—Baddlow
Account information, backflow device information, backflow type, and backflow violations
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7 Glossary
Application A computer program designed to perform a group of coordinated
functions, tasks or activities for the benefit of the user.
Change Control A systematic approach for managing change governing how Change
Requests will be received, assessed and acted on.
Change Management
An approach for ensuring that changes are thoroughly and smoothly
implemented and that the lasting benefits of change are achieved. The
focus is on the global impact of change with an intense focus on people
and how individuals and teams move from the current situation to the
new one.
Change Request
A form used as part of the Change Control process whereby changes in
the Scope of work, timeline, resources, and/or budget are revised and
agreed upon by participating parties.
Consumables
I Items that are used on a recurring basis, usually by Peripherals.
j Examples: paper stock or scanner cleaning kits.
Control Point
Occurring at the end of each Stage, the Control Point serves as a formal
client review point. Project progress cannot continue until the client
acknowledges the agreed upon Deliverables of the Stage have been
met or agree on an action plan to make the Deliverable acceptable and
move to next Stage while executing final steps of current Stage.
Cutover
The point when a client begins using Tyler software in production_
Data Exchange
A term used to reference Imports and Exports, and Interfaces which
allow data to be exchanged between an external system and Tyler
softwa re.
Data Mapping
The process of mapping fields from the Legacy System to the
appropriate location in the new system from one or more sources.
Deliverable
A tangible or intangible object/document produced as a result of the
Project that is intended to be delivered to a client (either internal or
external) or vendor at a specific time.
End User
The person for whom the software is designed to use on a day-to-day
basis.
Forms
A document which is typically printed on a template background and
only captures data for one record per page. Forms are provided to
entity cuzlui i icn � whether internal (employees) or external (citizens).
A process within the system that a user is expected to run to consume
Imports and Exports
(Import) or produce (Export) a specifically defined file format/layout.
Interface
A real-time or automated exchange of data between two systems.
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Install
References the initial installation of software files on client services and i
preparing the software for use during configuration. The version
currently available for general release will always be used during the
i initial install.
Legacy System
The system from which a client is converting.
Modification
Modification of software program package to provide individual client
requirements documented within the Scope of the Agreement.
Peripherals
An auxiliary device that connects to and works with the computer in
some way. Examples: mouse, keyboard, scanner, external drive,
microphone, speaker, webcam, and digital camera.
Phase
A portion of the Project in which specific set of related products are
typically implemented. Phases each have an independent start,
Production Cutover and closure dates but use the same
Implementation Plans as other Phases within the Project. Phases may
overlap or be sequential and may have the same Tyler project manager
and Tyler project team or different individuals assigned.
Power User
An experienced client person or group who is (are) an expert(s) in the
client business processes, as well as knowledgeable in the requirements
and acceptance criteria.
Project
' The Project includes all implementation activity from Plan & Initiate to
Closure for all products, Applications and functionality included in a
j single Agreement. The Project may be broken down into multiple
Phases.
Project Plan
The Project Plan serves as the master blueprint for the Project. As
developed, the Project schedule will become a part of the Project Plan
and outline specific details regarding tasks included in the Project Plan.
Project Planning Meeting
Occurs during the Plan & Initiate Stage to coordinate with the Client
project manager to discuss Scope, information needed for project
scheduling and resources.
Questionnaire
A document containing a list of questions to be answered by the client
for the purpose of gathering information needed by Tyler to complete
the implementation.
RACI
A chart describing level of participation by various roles in completing
tasks or Deliverables for a Project or process. Also known as a
responsibility assignment matrix (RAM) or linear responsibility chart
(LRC).
Reports
Formatted to return information related to multiple records in a
structured format. Information is typically presented in both detail and
summary form for a user to consume.
Scope
Products and services that are included in the Agreement.
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Software Upgrade References the act of updating software files to a newer software
release.
Stage
: Stakeholder Presentation
Standard
The top-level components of the WBS. Each Stage is repeated for
individual Phases of the Project and requires acknowledgement before
continuing to the next Stage. Some tasks in the next Stage may begin
before the prior Stage is complete. _
Representatives of the Tyler implementation team will meet with key
client representatives to present high level Project expectations and
outline how Tyler and the Client can successfully partner to create an
environment for a successful implementation.
Included in the base software (out of the box) package.
Statement of Work (SOW)
Document which will provide supporting detail to the Agreement
defining Project -specific activities and Deliverables Tyler will provide to
the client.
Test Plan
Describes the testing process. Includes "Test Cases" to guide the users
through the testing process. Test cases are meant to be a baseline for
core processes; the client is expected to supplement with client specific
scenarios and processes.
The process of testing and approving that a specific Deliverable,
Validation (or to validate)
process, program or product is working as expected.
Work Breakdown A hierarchical representation of a Project or Phase broken down into
Structure (WBS) smaller, more manageable components.
AppendixA—Standard Reports
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