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HomeMy WebLinkAboutAGMT - Tyler Technologies (Software as a Svc Agmt & Amendment 1(Incode Fin Software & Energov Land Mgmt Software)Amendment to Contract ID# 2021-121600-12 • ••: y:•• f ler .m • technologies AMENDMENT This amendment ("Amendment") is effective as of the date of signature of the last party to sign as indicated below (';Amendment Effective Date"), by and between Tyler Technologies, Inc. with offices at n _One Tyler`Drive;,Yarmouth,.Maine;04096 ("Tyler") and the City of Seal Beach, California, with offices at 4 � � 211.8,E Street, Seal Beach, Californip;, 9740 ("Client"). r WHEREAS, Tyler and the Client are parties to an agreement dated February 9, 2021 ("Agreement"); and WHEREAS, Tyler and Client desire to amend the terms of the Agreement as provided herein: NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and the Client agree as follows: 1. The following Tyler Software as a Service (SaaS) are hereby removed from the Agreement as of the Amendment Effective Date: • Citizen Self Service — Business Management As of such date, Client's right to access the above -listed software is terminated, as are Tyler's obligations to maintain, support, host and update such software. 2. The items set forth in the sales quotation attached as Exhibit 1 to this Amendment are hereby added to the Agreement as of the first day of the first month following the Amendment Effective Date and, notwithstanding anything to the contrary in Exhibit 1, ending coterminous with the SaaS Term as defined in the Agreement. Payment of fees and costs for such items shall conform to the following terms: The first year's annual SaaS Fees shall be invoiced on the first day of the first month following the Amendment Effective Date, prorated for the time period commencing on such date and ending concurrently with the Client's annual SaaS Term under the Agreement. Subsequent SaaS Fees shall be invoiced in accord with the terms of the Agreement. b. Unless otherwise provided herein, services identified at Exhibit 1 and added to the Agreement pursuant to this Amendment, along with applicable expenses, shall be invoiced as provided and/or incurred 3. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement. -*-**-t y I e r •• lechtm O&S Amendment to Contract ID# 2021-121600-12 4. Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below. Tyler Technologies, Inc. By: Name: Rob Kennedy -Jensen Group General Counsel Date: January 6, 2023 City of Seal Beach, CA By: yin Name: l� I 1 I/► Title:_!" I of ri 61 i�eY Date: 0 11,3 d 12 ® ZJ Approve?as For By: Cr g A. Steele, City Attorney City of Seal Beach ••::�. tyler •• techrdcgies Exhibit 1 •••'•• tyler • technologies Exhibit 1 Amendment Investment Summary The following Amendment Investment Summary details the software and services to be delivered by us to you under this Amendment. This Amendment Investment Summary is effective as of the Amendment Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the event a comment in the following sales quotation conflicts with a provision of this Amendment, the provision in this Amendment shall control. 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O ra c L — a m o o> N '3 +j m aJ 0 4_ aJ —= m o m a E 3 0CL ajm O a)+' L C 0 O _cu 4 CL c 0 3 E n a 0 "' m I— L c ar m 0 0 .0 t N m ++ u aJ Q. cu T v c O u 'L 7 O C -0 p• c U c !=' O > C v a L O 3 O> > QJ bDL U "p a c 3 C U L O O v .n 'n wU aJ O 0CL p L Np cL0 U C L p p— C p N 0 0 40 aJ O_ 3 c v C •Laj L .a L) C W Y > V CU aJ 'C C U QJ CO M LL U Y j •T .L p U M r m f0 L a 0 Q m C QJ 0 L m W N ++ N m N - L ' 41 .0 CC O m — o En C N �-+ m C D c c aJ m u aJ L E a) +O+ a) 3 E m aJ C o O_ LL aj Eci > 0 C N T ..O O N 4- C �, N ai o u '++ a X 'p m L aJ C m > aJ O-0 m .0 _> (6 m _) N O c v C L .- C L p aJ H O N y N W aJ dL O aJ p -0 V7 ppp � U c � L O +L•' -p aJ 4Z ON L— w u ria C 0 0 s = N y L U L .� J> O_ = O 3 m L�+ -p C -Z; U O L O U O . .O OCU O p +� CoCL o.. + > Y a„ c Co 'p O L � C N Co C dD 7 a"' .O m LnaJ N O U aJ m N n O L aJ 4- L �+ -0 "O aJ O -0 >h Ln `m w En 4— L Y N +J C C7 N 3 .L U tin o 0 4_ c fl O O -0 cu a) aJ L do Qj _C O 0_> u aJ L 4'' C ai m 0> L C y +' c C O. a c 3• o . m v U C U 4- O C Cm N 4, o C N QUJ N -0 0 aJ O m m O m L N aJ E pp -a i C 4- O. U O. � N y aJ A (J t - L 4- +, �, to u °� : > - 3 aJ Y o +� `-J Mn z c r .ci v o E c c L O u c�0 aJ o° v w m 5L 2 o �+- z> n o 3 c o r"L 0 0 s 0V) 3 m 0 M N x N NN .N N T L Y Qs DLL O `o. CL Q aai E O 7 U ii d d E m z C CL d I— a -I U Ln 9- 00 00 r- rn Lo M N N 0 N 0 ACOO o® CERTIFICATE OF LIABILITY INSURANCE F D12/1212022Drmr) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCERCONTACT MARSH USA, INC. 99 HIGH STREET BOSTON, MA 02110 CN102891976-TTI-GAWX+-22-23 Finn Davis PHONAME: FAX AICNNo Ext : (617) 999-7893 A1C, No): ADDRESS: Finn.Davis@marsh.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Fire Insurance Co 19682 INSURED27120 Tyler Technologies, Inc. 5101 Tennyson Parkway Piano, TX. 75024 INSURER B: Trumbull Insurance Company INSURER C: QBE Specialty Insurance Company 11515 INSURER D : Sentinel Insurance Company 11000 INSURER E : Hartford Casualty Insurance Company 29424 INSURER F : RnVFRAnF3 CFRTIFICATE NUMBER' NY(;U11Z5b8td-Ub KtVI51UN NUMt9tK: U THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD WVD POLICYNUMBER I POLICY EFF MMIDD POLICY EXP MMIDD LIMITS A X COMMERCIAL GENERAL LIABILITY 10 UEN DL0437 04/01/2022 04/01/2023 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE � OCCUR ENI I $ PREMISES Ea occurrence 300,000 MED EXP (Any one person) S 10,000 PERSONAL & ADV INJURY I $ 1,000,000 GEMLAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE Is 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 X POLICY ❑ PRO- ❑ LOC JECT $ OTHER: B AUTOMOBILE LIABILITY 1U UEN U19891 04/01/202Z 04/01/2023 Ea asci enLI.) I$ 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) I $ PR PERTYDAMA E I $ Per accident is X UMBRELLA LIAB X OCCUR 10 XHU DLO102 04/01/2022 04/01/2023 EACH OCCURRENCE Is 25,000,000 AGGREGATE Is 25,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $10,000 Is WORKERS COMPENSATION AND EMPLOYERS' LIABILITY1,000,000 OFF CER RIETO REXCLUD;UE ECUTIVE YM (Mandatory in NH) NIA IOWBAKBAGK U4JlJ1iZUZZ 041UV2023X - STATUTE ER E.L. EACH ACCIDENT Is E.L. DISEASE - EA EMPLOYEEI S 1,000,000 E.L. DISEASE -POLICY LIMIT $ I 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below C Professional Liability 130001996 112117/2021 06117/2023 Limit 5,000,000 Cyber Protection I DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Seal Beach is Additional Insured under the general liability, auto and umbrella policies where required by written contract. rcoTlcu+ATc unI nco CANCELLATION City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 211 8th St THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Seal Beach, CA 907406379 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE :04TMQCc ZtSrg 9occ. ll IDoonrw IV NVVRY vv�r v.v�..v... nu uy.u� •vw..a.... ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD ••::•. t Y Ier . • technologies SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler's proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows: SECTION A — DEFINITIONS • "Agreement" means this Software as a Services Agreement. • "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 Seal Beach, California. • "Data" means your data necessary to utilize the Tyler Software. • "Data Storage Capacity" means the contracted amount of storage capacity for your Data identified in the Investment Summary. • "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then -current Documentation. • "Defined Users" means the number of users that are authorized to use the SaaS Services. For EnerGov labeled modules, Defined Users means the number of names 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 Software. • "Documentation" means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • "Effective Date" means the date by which both your and our authorized representatives have signed the Agreement. • "Force Majeure" means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • "Investment Summary" means the agreed upon cost proposal for the products and services attached as Exhibit A. %`':tyler owe. • "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 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 Services" means the third party services, if any, identified in the Investment Summary. • "Third Party Software" means the third party software, if any, identified in the Investment Summary. • "Third Party Terms" means, if any, the end user license agreement(s) or similar terms for the Third Party Software, as applicable and attached as Exhibit D. • "Tyler" means Tyler Technologies, Inc., a Delaware corporation. • "Tyler Software" means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and 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 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(9). The foregoing notwithstanding, to the extent we have sold you perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are receiving SaaS Services, your rights to use such Tyler Software are perpetual, subject to the terms and conditions of this Agreement including, without limitation, Section B(4). We will make any such software available to you for download. �:;:«. tyler 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). Tyler Web Services shall be subject to the terms in Exhibit F. 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 Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in Section C(9), below, the SLA and our then current Support Call Process. 6. SaaS Services. 6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on 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 or in a third -party data center. In f �•'• tyler • either event, databases containing your Data will be dedicated to you and inaccessible to our other customers. 6.3 Our Tyler data centers have fully -redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event 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 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel. Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access. 6.10 Where applicable with respect to our applications that take or process card payment data, we V:tyler .V% 4 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 —PROFESSIONAL SERVICES 1. Professional Services. We will provide you the various implementation -related services itemized in the the Statement of Work. 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. 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. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re -perform such services at no additional cost to you. 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. �� • tyler 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. 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 (subject to any applicable release life cycle policy); 9.2 provide support during our established support hours; 9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services; 9.4 make available to you all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 9.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy. We will use all reasonable efforts to perform support services remotely. Currently, we use a third -party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain your VPN for backup connectivity purposes. %'• tyler 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 Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party Software and related documentation for internal business purposes only. Your rights to the Third Party Software will be governed by the Third Party Terms. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant access to the Third Party Software. 3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware. 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products. 4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third -party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy. SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicinp, and Payment. We will invoice you the SaaS Fees and fees for other professional services in the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2). 2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items xf ;:: tyler outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so. SECTION F—TERM AND TERMINATION 1. Term. The initial term of this Agreement is five (5) years from the first day of the first month following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the initial term, this Agreement will renew automatically for additional one (1) year renewal terms at our then -current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then -current renewal term. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement. 2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2). 2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don't cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. 2.2 For Cause. 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 during Initial Term. If you terminate this Agreement during the initial term for any reason other than cause, Force Majeure, or lack of appropriations, or if we terminate this Agreement during the initial term for your failure to pay SaaS Fees, you shall pay us the following early termination fees: a. if you terminate during the first year of the initial term, 100% of the SaaS Fees through the date of termination plus 25% of the SaaS Fees then due for the remainder of the * .*:•. tyler 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 Property Infringement Indemnification. 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non -licensed third parties, or your willful infringement. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI -DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to �:;:•. tyler 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. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request. SECTION H — GENERAL TERMS AND CONDITIONS I. Additional Products and Services. You may purchase additional products and services at the rates V: tyler 10 set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then -current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date. 3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may 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. 6. E -Verify. We have complied, and will comply, with the E -Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement ••:;:•. tyler 11 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. 9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms. 11. Entire Agreement: Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each parry. 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; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party. 16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and ;:•. tyler 12 promotional materials. 17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; (b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (c) a party receives from a third parry 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 �'0 tyler 13 Schedule 1: Support Call Process Exhibit D Third Party Terms Schedule 1: MyGovPay/VirtualPay and IVR Exhibit E Statement of Work Exhibit F Web Services -Hosted Application Terms 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: U Name: Robert Kennedy- nsen Title: Director of Contracts Date: 2/3/21 Address for Notices: Tyler Technologies, Inc. One Tyler Drive Yarmouth, ME 04096 Attention: Chief Legal Officer City of Seal Keach, CA By: VT I , \ZU n r w� r Name: Tin Q • T.OwA m Title: VA a n a ot i - Date: 21 Address for Notices: City of Seal Beach 2118' Street Seal Beach, CA 90740 Attention: t'1-��A iiArper , C r m 0'r M ,:. tyler 14 �e, Exhibit A • ••::�. 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 ti:;:: tyler 0000 Quoted By: Kip Winget �,/'/�� 9 �!! c Quote Expiration: 5/19/2021 ,%r !! technologies Quote Name: City of Seal Beach-LGD-FIN, CIS, PLM Quote Number: 2021-121600-12 Core Financials Quote Description: Sales quotation For Purchasing 156 Kelly Telford $28,289 Fixed Assets City of Seal Beach $6,000 $10,334 211 8th St 24 $3,600 Seal Beach, CA 90740-6379 Personnel Management Suite 20 Phone: 1-714-458-5292 $6,201 Personnel Management (Includes Position Budgeting) Email: ktelford@sealbeachca.gov Tyler Software and Related Services - SaaS u-^ One Time Fees Financial Management Suite Core Financials Purchasing 156 $23,400 $28,289 Fixed Assets 40 $6,000 $10,334 Project Accounting 24 $3,600 $4,823 Personnel Management Suite 20 $3,000 $6,201 Personnel Management (Includes Position Budgeting) Employee Self Service (Employee Portal) 116 $17,400 $11,571 Personnel Action Request 32 $4,800 $0 Benefits Enrollment 8 $1 200 $0 ESS Time & Attendance 12 $1,800 $4,1$0 25 Customer Relationship Management Suite 32 $4,800 $3,300 Accounts Receivable Utility CIS System 16 $2,400 $7,073 Mobile Service Orders 172 $25,800 $12,2148 Third Party Printing Interface $1,200 $965 Cashiering 4 $WO $3,698 EasyPay Online Payment Component 44 $6, 600 $4,180 EnerGov 0 $0 $o Business Management -Per User ( 12) Community Development -Per User ( 15) 0 $0 $11,580 Citizen Self Service -Business Management 0 $0 $14,4750 Citizen Self Service - Community Development $0 $3,215 GIS ( 15) 0 $0 $3,215 iG Workforce Apps ( 10) 0$0 $4,830 $0 $3,220 2021-121600-12 - CONFIDENTIAL 1 o 5 e -Reviews Report Toolkit Intelligent Objects Automation Tyler Content Manager Tyler Content Manager Standard Edition (TCM SE) Tyler Hosted Applications Utility Billing Online Component Notifications for Utility Billing IVR Solution for Utility Billing Tyler U Accounts Receivable Online Component Incode 10 Contracts Management Business Process Review -Financials Business Process Review -Utility Billing Full Suite Implementation (Ind. CD, BM, GIS, CSS, TIM, iG) Project Management - EnerGov eReviews Online Application -Set up fee Project Management Financial Management Suite General Ledger Master General Ledger History Accounts Payable Master Accounts Payable History Accounts Receiveable Master Personnel Management Suite Personnel Management -Payroll Master Personnel Management -Payroll History Customer Relationship Management Suite Utility Billing History Utility Billing Master EnerGov Conversion-Commmunity Development Conversion -Business Management Sub -Total: TOTAL: TOTAL: Total: 2021-121600-12 - CONFIDENTIAL 2 of 5 0 $0 $6,430 0 $0 $1,286 0 $0 $5,144 56 $8,400 $15,370 0 $0 $2,400 0 $0 $0 0 $0 $0 0 $0 $6,307 0 $0 $1,500 20 $3,000 $0 $114,000 $175,745 760 $114,000 5 $175,745 cLiantity 24 Unit Price $130 ENtendel Price $3,120 Maintenance $0 24 $130 $3,120 $0 320 $130 $41,600 $0 20 $130 $2,600 $0 16 $130 $2,080 $0 1 $800 $800 $0 1 $5,000 $5,000 $0 n't Price Progfarinn;-a $58,320 $0 8 $150 Fee $1,750 Ext -ended Pricej $2,950 4 $150 $750 $1,350 4 $150 $2,000 $2,600 4 $150 $1,000 $1,600 4 $150 $7,000 $7,600 4 $150 $2,250 $2,850 4 $150 $1,000 $1,600 4 $150 $1,000 $1,600 12 $150 $5,500 $7,300 $14,500 $14,500 $7,500 $7,500 $51,450 2021-121600-12 - CONFIDENTIAL 2 of 5 Summary One Time Fees Recurring Fees Total Tyler SaaS $0 $175,745 Total Tyler Services $223,770 $0 Total Third Party Hardware, Software and Services $0 $0 Summary Total $223,770 $175,745 2021 -121600 -12 - CONFIDENTIAL 3 of 5 Comments Notice- Any travel expenses needed are not included in the totals. All services quoted herein are assumed to be delivered remote unless otherwise indicated. Core Financials includes general ledger, budget prep, bank recon, AP, CellSense, a standard forms pkg, output director, positive pay, secure signatures (qty 2). Utility CIS System includes collections, tax lien process and import, utility payment import, a standard forms pkg., output director and one Utility handheld meter -reader interface. Cashiering supports credit/debit cards via ETS, includes PCI Compliant, a cash collection interface, a cashiering receipt import) - Incode Utility Billing Online Component displays the current status (late, cut off etc), the action needed to avoid penalty, current balance, deposits on file (optional), last payment date, last payment amount, payment arrangements on file, last bill amount, last bill date, bill due date, contracts on file and status, transaction history (online payments). Payment packet is created to be imported to utility system. Address information includes legal description, precinct, school district, and services at address(subject to data availability). Includes consumption history by service (including graphs), request for service (optional), information change request (optional), security -SSL (secure socket layer). Note that the customer pays $1.25 fee per transaction for payment on-line. Notification for Utility Billing ($0.10 per call) includes Customer notification by phone (call late notices and general notifications). Call lists are automatically generated and the account is updated after the call. It includes a custom message for each call type and the call message can be in English or Spanish. It generates reports based on call results. Note: The Utility will be billed at the rate specified above for all the calls made. The Utility will be billed quarterly by Tyler Technologies for calls conducted. - General Ledger conversions include Chart of Accounts - additional fee for historical views. Accounts Payable conversions include Vendor Master Only - additional fee for historical views. - Personnel Management/Payroll conversions include employee master information. This includes master record, addresses, contact and dependent information, state and federal tax setup, direct deposit information, as well as state specific retirement. Additional fee for historical views. - Utility Billing conversions include contacts/properties/accounts, service meter info - meter inventory, transaction/consumption/read history, metered services, non -metered service. Additional fee for historical views. Incode IVR Solution for Utility Billing -The payment packet is created in centralized cash collections. The IVR system gives the customer an account balance, the customer makes the payment by phone, and the account manager is updated with the payment record. NOTE: There is a $1.25 per transaction fee associated with the IVR that will be paid by client unless Tyler is instructed by the client to pass along to the user at time of payment. e -Planning requires BlueBeam Studio Prime pricing is as follows: - Bluebeam Studio Prime Level 1 (up to 100 users), Subscription - $2,340 - Bluebeam Studio Prime Level 2 (up to 200 users), Subscription - $4,140 - Bluebeam Studio Prime Level 3 (up to 500 users), Subscription - $9,540 - Bluebeam Studio Prime Level 4 (up to 1000 users), Subscription - $17,940 - EasyPay Online Payment Component allows clients to setup payment forms for misc. payments with a fixed, calculated or open payment amount. The payments are sent from the website to the cash collection/Cashiering application and then posted to the GL 2021 -121600 -12 - CONFIDENTIAL 4 of 5 Comments application. NOTE: There is a $1.25 per transaction fee associated with the EasyPay that will be paid by client unless Tyler is instructed by the client to pass along to the user at time of payment. 2021 -121600 -12 - CONFIDENTIAL 5 of 5 Exhibit B • ••::•. tyler • technologies Exhibit B Invoicing and Payment Policy We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. I. SaaS Fees. Year 1 SaaS Fees are invoiced as follows: (a) 65% on the commencement of the initial term as set forth in Section F (1) of this Agreement; and (b) 35% on July 1, 2021. Thereafter, SaaS fees for the remainder of the initial term will be due annually on the anniversary of the commencement of the initial term. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees will be at our then -current rates. 2. Other 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 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 ••;;:•. tyler Exhibit B still report Defects to us as set forth in this Agreement. 2.6 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where "Project Planning Services" are provided, payment will be due upon delivery of the Implementation Planning document. 3. Third Partv 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. Ex enses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then -current Business Travel Policy, plus a 10% travel agency processing Business Travel Policy is attached to this Exhibit B as Schedule I. Copies ofrece pts 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. Pa ment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting AMtylertech rnm f tyler tyler • technologies Exhibit B Schedule 1 Business Travel Policy 1. Air Travel A. Reservations & Tickets Exhibit B Schedule 1 • ••::•. The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee's total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee's total trip duration, the connecting flight should be accepted. Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for "Basic Economy Fares" because these fares are non-refundable and have many restrictions that outweigh the cost -savings. B. Baggage Fees Reimbursement of personal baggage charges are based on trip duration as follows: • Up to five (5) days = one (1) checked bag • Six (6) or more days = two (2) checked bags Baggage fees for sports equipment are not reimbursable. �'�• tyler Exhibit B Schedule 1 2. Ground Transportation A. Private Automobile Mileage Allowance — Business use of an employee's private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home. B. Rental Car Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a "mid-size" or "intermediate" car. "Full" size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined. C. Public Transportation Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately. D. Parking & Tolls When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented. 3. Lodging Tyler's TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. "No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's cancellation policy. Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. V: tyler . Exhibit B Schedule 1 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.eov/perdiem. Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required. A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Depart after 12:00 noon Return Day 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.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. V:tyler 3 Exhibit B Schedule 1 5. Internet Access— Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee's hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable. 6. International Travel All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the "lowest practical coach fare" with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed. When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable. The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable. Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section. le.l. tyler tyler • technologies Exhibit C Service Level Agreement I. Agreement Overview Exhibit C • ••'• 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. ti:;. tyler Exhibit C Upon timely receipt of your Downtime report, we will compare that report to our own outage logs and support tickets to confirm that Downtime for which we were responsible indeed occurred. We will respond to your Downtime report within 30 day(s) of receipt. To the extent we have confirmed Downtime for which we are responsible, we will provide you with the relief set forth below. C. Client Relief When a Service Availability goal is not met due to confirmed Downtime, we will provide you with relief that corresponds to the percentage amount by which that goal was not achieved, as set forth in the Client Relief Schedule below. Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter will not exceed 5% of one quarter of the then -current SaaS Fee. The total credits confirmed by us in one or more quarters of a billing cycle will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption. Every quarter, we will compare confirmed Downtime to Service Availability. In the event actual Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly basis: 100% 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. **'-*. tyler 2 • ••::•. tyler . • tec Exhibit C Schedule 1 Support Call Process Support Channels Exhibit C Schedule 1 Tyler Technologies, Inc. provides the following channels of software support: (1) Tyler Community — an on-line resource, Tyler Community provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (2) On-line submission (portal) — for less urgent and functionality -based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website. (3) Email — for less urgent situations, users may submit unlimited emails directly to the software support group. (4) Telephone — for urgent or complex questions, users receive toll-free, unlimited telephone software support. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website — www.tylertech.com — for accessing client tools and other information including support contact information. (2) Tyler Community — available through login, Tyler Community provides a venue for clients to support one another and share best practices and resources. (3) Knowledgebase — A fully searchable depository of thousands of documents related to procedures, best practices, release information, and job aides. (4) Program Updates — where development activity is made available for client consumption Support Availability Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (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 Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day Labor Day �:;:•. tyler Exhibit C Schedule 1 Issue Handling Incident Tracking Every support incident is logged into Tyler's Customer Relationship Management System and given a unique incident number. This system tracks the history of each incident. The incident tracking number is used to track and reference open issues when clients contact support. Clients may track incidents, using the incident number, through the portal at Tyler's website or by calling software support directly. Incident Priority Each incident is assigned a priority number, which corresponds to the client's needs and deadlines. The client is responsible for reasonably setting the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain "characteristics" may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the client towards clearly understanding and communicating the importance of the issue and to describe generally expected responses and resolutions. Priority Level Characteristics of Support Incident Resolution Targets Support incident that causes (a) Tyler shall provide an initial response to Priority Level 1 complete application failure or incidents within one (1) business hour of receipt of the application unavailability; (b) support incident. Tyler shall use commercially 1 application failure or unavailability in reasonable efforts to resolve such support incidents or Critical one or more of the client's remote provide a circumvention procedure within one (1) location; or (c) systemic loss of multiple business day. For non -hosted customers, Tyler's essential system functions. responsibility for lost or corrupted Data is limited to assisting the client in restoring its last available database. Support incident that causes (a) Tyler shall provide an initial response to Priority Level 2 repeated, consistent failure of essential incidents within four (4) business hours of receipt of the functionality affecting more than one support incident. Tyler shall use commercially 2 user or (b) loss or corruption of Data. reasonable efforts to resolve such support incidents or High provide a circumvention procedure within ten (10) business days. For non -hosted customers, Tyler's responsibility for loss or corrupted Data is limited to assisting the client in restoring its last available database. Priority Level 1 incident with an existing Tyler shall provide an initial response to Priority Level 3 circumvention procedure, or a Priority incidents within one (1) business day of receipt of the Level 2 incident that affects only one support incident. Tyler shall use commercially 3 user or for which there is an existing reasonable efforts to resolve such support incidents Medium circumvention procedure. 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. �:;:•. tyler Exhibit C Schedule 1 Priority Level Characteristics of Support Incident Resolution Targets Support incident that causes failure of Tyler shall provide an initial response to Priority Level 4 4 non-essential functionality or a incidents within two (2) business days. Tyler shall use Non- cosmetic or other issue that does not commercially reasonable efforts to resolve such support critical qualify as any other Priority Level. incidents, as well as cosmetic issues, with a future version release. Incident Escalation Tyler Technology's software support consists of four levels of personnel: (1) Level 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. ••:;i•. tyler • •:: ••. tyler • technologies Exhibit D Third Party Terms REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Exhibit D • • tyler Exhibit D Schedule 1 • ••::�. tyler • technologies Exhibit D Schedule 1 MyGovPay/VirtualPay and IVR 1. MyGovPay/VirtualPay Licensing. Access to MyGovPay and/or Virtual Pay is hereby granted if Customer elects to use MyGovPay or VirtualPay, products of Tyler Technologies (Powered by Persolvent), designed for Citizen Users to use for processing online payments. (a) Special MvGovPav/VirtualPav Definitions. "Merchant Agreement" means the agreement between Customer and Persolvent that provides for the Merchant Fees. "Merchant Fees" means direct costs levied by Visa/Mastercard/Discover or other payment card companies for Interchange Fees, Dues, Assessments and Occurrence Fees, over which Tyler Technologies has no authority. "MyGovPay" means the Product of Tyler Technologies that allows members of the public to pay for Customer's services with a credit or other payment card on the Customer's citizen -facing web portal. "Persolvent" means Persolvent, formerly BankCard Services Worldwide, a Payment Card Industry (PCI) compliant processing agent through which the EnerGov Software passes credit card transactions. "Use Fees" means the Technology Fees, Authorization Fees and Program/Convenience Fees as listed in Use Fees Table in Section 2, titled MyGovPay/VirtualPay. "VirtualPay" means the Product of Tyler Technologies that allows the Customer to accept and process citizen user's credit or other payment card using the EnerGov Software. (b) Conditions of Use. If customer elects to use MyGovPay and/or VirtualPay the following terms apply: (1) Customer must apply for and agree to a Merchant Agreement with Persolvent. (2) Customer agrees that Citizen Users will be subject to Use Fees as listed in Use Fees table in Section 2. (3) Customer agrees that Use Fees are separate from and independent of Merchant Fees. (4) Customer agrees that this Agreement does not represent any modification to Customer's Merchant Agreement with Persolvent. (S) Customer agrees that Use Fees are for use on the MyGovPay/VirtualPay online system and will not be deposited or owed to Customer in any way. (6) Customer agrees that MyGovPay's and VirtualPay's ability to assess Use Fees is dictated by the Card Associations whose rules may change at any time and for any reason. If MyGovPay and/or VirtualPay, for any reason, are unable to process payments using Use Fees, Customer agrees that MyGovPay/VirtualPay reserves the right to negotiate a new pricing model with Customer for the continued use of MyGovPay and/or VirtualPay. 2. MyGovPay/VirtualPay Fees Customer agrees that the Use Fees set forth on the following page will apply if Customer elects to use MyGovPay/VirtualPay. USE FEES TABLE FOLLOWS ON NEXT PAGE �� •tyler V** Exhibit D Schedule 1 Use Fees EnerGov's MyGovPay (Online / card -not -present payments)** **ACH processing is available for a fee of $20 per month and $0.30 per transaction. EnerGov's VirtualPay (retail card present) MyGovPay (Online Payments) My y (Online Payments) Percenta a Based Fee + Transaction Fee Option 1: 2.59% $0.15 Govwmnent Ent1tv Paid 2.79% $0.20 Option 2: _T 7_ Patron Paid 3.29% NSA **ACH processing is available for a fee of $20 per month and $0.30 per transaction. EnerGov's VirtualPay (retail card present) Patron Paid fees will be communicated as "Service Fees" to the cardholder, at the time of transaction. In the event that the average monthly transaction amount is below $30, Contractor reserves the right to apply an additional $0.20 service fee above the quoted rates above. 3. Interactive Voice Response ("IVR"). If IVR is selected by Customer and included in the pricing, the following additional terms and conditions shall apply of this Agreement: (a) Network Security. Customer acknowledges that a third -parry is used by Tyler Technologies to process IVR Data. Customer's content will pass through and be stored on the third -party servers and will not be segregated or in a separate physical location from servers on which other customers' content is or will be transmitted or stored. (b) Content. Customer is responsible for the creation, editorial content, control, and all other aspects of content to be used solely in conjunction with the EnerGov Software. (c) Lawful Purposes. Customer shall not use the IVR system for any unlawful purpose. (d) Critical Application. Customer will not use the IVR system for any life-support application or other critical application where failure or potential failure of the IVR system can cause injury, harm, death, or other grave problems, including, without limitation, loss of aircraft control, hospital life-support system, and delays in getting medicate care or other emergency services. (e) No Harmful Code. Customer represents and warrants that no content designed to delete, disable, deactivate, interfere with or otherwise harm any aspect of the IVR system now or in the future, shall be knowingly transmitted by Customer or Users. (f) IVR WARRANTY. Except as expressly set forth in this Agreement, TYLER TECHNOLOGIES MAKES NO REPRESENTATION AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR IVR. ••:;:•. tyler Retaih Vl UW IRS Pe a Based Fee + Transaction Fee Option 1: Government gntity Paid 2.59% $0.15 Optbn 2: Patron Paid 2.99% N/A Patron Paid fees will be communicated as "Service Fees" to the cardholder, at the time of transaction. In the event that the average monthly transaction amount is below $30, Contractor reserves the right to apply an additional $0.20 service fee above the quoted rates above. 3. Interactive Voice Response ("IVR"). If IVR is selected by Customer and included in the pricing, the following additional terms and conditions shall apply of this Agreement: (a) Network Security. Customer acknowledges that a third -parry is used by Tyler Technologies to process IVR Data. Customer's content will pass through and be stored on the third -party servers and will not be segregated or in a separate physical location from servers on which other customers' content is or will be transmitted or stored. (b) Content. Customer is responsible for the creation, editorial content, control, and all other aspects of content to be used solely in conjunction with the EnerGov Software. (c) Lawful Purposes. Customer shall not use the IVR system for any unlawful purpose. (d) Critical Application. Customer will not use the IVR system for any life-support application or other critical application where failure or potential failure of the IVR system can cause injury, harm, death, or other grave problems, including, without limitation, loss of aircraft control, hospital life-support system, and delays in getting medicate care or other emergency services. (e) No Harmful Code. Customer represents and warrants that no content designed to delete, disable, deactivate, interfere with or otherwise harm any aspect of the IVR system now or in the future, shall be knowingly transmitted by Customer or Users. (f) IVR WARRANTY. Except as expressly set forth in this Agreement, TYLER TECHNOLOGIES MAKES NO REPRESENTATION AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR IVR. ••:;:•. tyler • ••::•. tyler • technologies Exhibit E Statement of Work REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Exhibit E ••:;:•. tyler City of Seal Beach SOW from Tyler Technologies, Inc. 1/20/2021 Presented to: Kelly Telford 211 Eighth Street Seal Beach, CA 90740 Contact: Kip Winget Email: Kip.Winget@TylerTech.com 5519 53rd Street, Lubbock, TX 79414 Table of Contents PART1: EXECUTIVE SUMMARY...........................................................................................................1 I. Project Overview................................................................................................................................... i 1.1 Introduction...................................................................................................................................1 1.2 Project Goals.................................................................................................................................. i 1.3 Methodology.................................................................................................................................1 PART2: PROJECT FOUNDATION.........................................................................................................3 2. Project Governance............................................................................................................................... 3 3. Project Scope Control................................................................................ 4 3.1 Managing Scope and Project Change .............................................. 3.2 Change Control.............................................................................................................................. 4 3.3 Change Request Management....................................................................................................... 4 4. Acceptance Process................................................................................................................... S. Roles and Responsibilities..................................................................................................................... 6 5.1 Tyler Roles & Responsibilities................................................................................ 5.1.1 Tyler Executive Sponsor................................................................ 5.1.2 Tyler Implementation Manager.............................................................................................. 7 5.1.3 Tyler Project Manager ............... .................. 5.1.4 Tyler Implementation Consultant 7 5.1.5 Tyler Sales ............. 8 ...................:..... 5.1.6 Tyler Technical Services................ ............................................................. 5.2 City of Seal Beach Roles & Responsibilities..................................................................................... 9 5.2.1 City of Seal Beach Executive Sponsor...................................................................................... 9 5.2.2 City of Seal Beach Steering Committee................................................................................... 9 5.2.3 City of Seal Beach Project Manager...................................................................................... 10 5.2.4 City of Seal Beach Functional Leads...................................................................................... 11 5.2.5 City of Seal Beach Power Users............................................................................................. 12 5.2.6 City of Seal Beach End Users.................................................................................................12 5.2.7 City of Seal Beach Technical Lead......................................................................................... 12 5.2.8 City of Seal Beach Change Management Lead....................................................................... 13 PART3: PROJECT PLAN......................................................................................................................14 6. Project Stages.....................................................................................................................................14 6.1 Initiate and Plan........................................................................................................................ 6.1.1 Initial Coordination ................... ••• 15 6.1.2 Project/Phase Planning......................................................................................................... 16 6.1.3 Infrastructure Planning......................................................................................................... 17 City of Seal Beach Tyler Technologies, Inc. Page / i 6.1.4 61S GIS P praton__--__.--_---..--_.---.-_..-----'------'''------'---'°� 61.6 [ontu�P�nt1:|n��ta��Plan �ageAcceptance ---.----.._----'''---------''~� 6.2 4ssess�kDefine-..--_. -------'-~ -----------'--------------'--''--_-31 6.2.1 Solution orientation ............................................................................................................. 21 6.2.2 Current & Future State _��'-�� .---------------------------.--. 22 6.2.3G.� Conversion Assessment '' '-------'-'-'------------------------..23 � 6.2.4 Intentionally left blank .. ._______________________________---.'' 24 6.2.5 Intentionally left blank ._--____-_-_-_---------------_.- -- 6.2.6 Control Point 2: Assess & Define Stage Acceptance '-----------'--'' 246.3 Prepare Solution .......................................................................................................................... 2- � 6.3.1 Initial System Deployment .................................................................................................... 256.3.2 -________ -'-------------------'- ''3G6.3.3 Process Refinement .............................................................................................................. .'6.3.4 Conversion Delivery .............................................................................................................. ~~6.3.5 Intentionally left blank .--.-_--_-.__---------------. -----~"6.3.6 | 'leftblank ._-__ ------'-'----'-----'' --- 306.3.7 Control Point 3: Prepare Solution Stage Acceptance ............................................................. 3"64 Production Readiness -.-_-------.---_------------- '--- 3164.1 Solution Validation -----__. ''--------------.---.. ---'316.4.2 Go -Live Readiness ................................................................................................................ °26.4.3 End User Training -.--_-_—..'------------'-- -----'- 3364.4 Control Point /:Production Readiness Stage Acceptance ...................................................... 3=G.5 Production ................................................................................................................................... 3°6S.1 Go -Live ................................................................................................................................. 3°6.5.2 Transition toClient Services .................................................................................................. 3°6.5.3 Post Go -Live Activities .......................................................................................................... =`6.5.4 Control Point S:Production Stage Acceptance ...................................................................... o86G Close 6638 1 PhaseC1oseout------....------_-.----------.. ---------'--- 6.6.2 Project Closeout -------.3o 6.6.3 Control Point 6iClose Stage------------�� -------------------------------.4D 7. General Assumptions .-.'~'~.--_---~--'~_-~__~ 7.1 Pro�ct------------------.-- �— *� �� �'8an�atk�na|Chan8eK8ana�enn�nt______-------------------------41 7.3 Resources and Schedu|�g-.---.----_--_____--------------------'�z �4 Data ----------.---_-_---- --------------------�� 7� Fac|��s_________.___.___.__..__-----------------------..43 ---------'------------._..42 8. Glossary ... 43 PART 4: APPENDICES ................'..'............................46 9. Conversion '~'~.~'.-.~~--~--~-^-.-.'~'~-~~-~--'.--'-'_~~ U|�y8UUn8[onverdonSumnnary--------..-~~-~~--~-~~~~~-^-~'~^~^~-~'�� 9'1 |ncodeU City of Seol8mch 9.1.1 Utif.F......................................................... 46 ...................................... 9.1.2 Utility Billing — Legacy/Historical Views................................................................................. 46 9.2 Incode Financials Conversion Summary ........................................................................................ 46 9.2.1 General Ledger..................................................................................................................... 46 9.2.2 Accounts Payable................................................................................................................. 46 9.2.3 Personnel Management....................................................................................................... 46 9.2.4 General Ledger..................................................................................................................... 47 9.2.5 Accounts Payable................................................................................................................. 47 9.2.6 Personnel Management....................................................................................................... 47 9.2.7 Community Development: Permits....................................................................................... 48 9.2.8 Business Management ....................................... 9.2.9 Community Development: Code Cases................................................................................. 48 9.2.10 Community Development: Plans........................................................................................... 49 10. Additional Appendices.................................................................................................................... s0 10.1 Intentionally left blank................................................................................................................. 50 11. Project Timeline............................................................................ 11.1 Incode Financial Management Timeline....................................................................................... 50 11.2 Incode Utility Billing Timeline....................................................................................................... 51 11.3 MyCivic Timeline.......................................................................................................................... 52 11.4 Intentionally left blank................................................................................................................. 52 City of Seal Beach Tyler Technologies, Inc. Page i iii Part 1: Executive Summary I. Project Overview 1.1 Introduction Tyler Technologies ('Tyler') is the largest and most established provider of integrated software and technology services focused solely on the public sector. Tyler's end-to-end solutions empower public sector entities including local, state, provincial and federal government, to operate more efficiently and connect more transparently with their constituents and with each other. By connecting data and processes across disparate systems, Tyler's solutions transform how clients gain actionable insights that solve problems in their communities. 1.2 Project Goals This Statement of Work ("SOW") documents the methodology, implementation stages, activities, and roles and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler and Client (collectively the "Project"). The overall goals of the project are to: • Successfully implement the contracted scope on time and on budget • Increase operational efficiencies and empower users to be more productive • Improve accessibility and responsiveness to external and internal customer needs • Overcome current challenges and meet future goals • Providing a single, comprehensive, and integrated solution to manage business functions 1.3 Methodology This is accomplished by City of Seal Beach and Tyler working as a partnership and Tyler utilizing its depth of implementation experience. While each Project is unique, all will follow Tyler's six -stage methodology. Each of the six stages is comprised of multiple work packages, and each work package includes a narrative description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix. Tailored specifically for Tyler's public sector clients, the project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the project methodology repeats consistently across Phases, and is scaled to meet the Client's complexity and organizational needs. City of Seal Beach Tyler Technologies, !nc. Page / 1 Tyler's Six Stage Project Methodology INITIATE i ASSESS& PREPARE PROOUCTIOM PLAN OEiI SOUffN)N AK READINESS a& PRODUCTION Auk CLOSE The methodology adapts to both single-phase and multiple -phase projects. To achieve Project success, it is imperative that both City of Seal Beach and Tyler commit to including the necessary leadership and governance. During each stage of the Project, it is expected that City of Seal Beach and Tyler Project teams work collaboratively to complete tasks. An underlying principle of Tyler's Implementation process is to employ an iterative model where City of Seal Beach's business processes are assessed, configured, validated, and refined cyclically in line with the project budget. This approach is used in multiple stages and work packages as illustrated in the graphic below. Iterative Project Model The delivery approach is systematic, which reduces variability and mitigates risks to ensure Project success. As illustrated, some stages, along with work packages and tasks, are intended to be overlapping by nature to efficiently and effectively complete the Project. City of Seal Beach Tyler Technologies, Inc. Page / 2 Part 2: Project Foundation 2. Project Governance Project governance is the management framework within which Project decisions are made. The role of Project governance is to provide a decision-making approach that is logical, robust, and repeatable. This allows organizations to have a structured approach for conducting its daily business in addition to project related activities. This section outlines the resources required to adequately meet the business needs, objectives, and priorities for the Project, communicate the goals to other Project participants, and provide support and guidance to accomplish these goals. Project governance defines the structure for escalation of issues and risks, Change Control review and authority, and Organizational Change Management activities. Throughout the Statement of Work Tyler has provided RACI Matrices for activities to be completed throughout the implementation which will further outline responsibilities of different roles in each stage. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage. The chart below illustrates an overall team perspective where Tyler and City of Seal Beach collaborate to resolve Project challenges according to defined escalation paths. In the event that project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and City of Seal Beach Steering Committee become the escalation points to triage responses prior to escalation to City of Seal Beach 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. City of Seal Beach and Tyler executive sponsors serve as the final escalation point. Project Governance Relationships CLIENT LEADERSHIP 00000000=� TYLER LEADERSHIP Ckampons the Prot, sem buy -M, wMes MCUTR+E SPONSOR oMrSW and dkiate dwts m4al g Provides oversigid and Woeiate decistai-making L STEERING COMMITTEE Mo+r<ors PSs goals and aGjeetives '°'"""� MUMEBTATNIN MANAGER Monitors pregross ♦ A PROACT MA Ver Oversees Prefect sokedide and tasks PROICT NAMABETI Oversees Praleet se6ednie ami t Mh City of Seal Beach Tyler Technologies, Inc. Page ! 3 3. Project Scope Control 3.1 Managing Scope and Project Change Project Management governance principles contend that there are three connected constraints on a Project: budget, timeline, and scope. These constraints, known as the 'triple constraints' or Project management triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the work performed to deliver a product, service or result with the specified features and functions, while time is simply defined as the schedule. The Triple Constraint theory states that if you change one side of the triangle, the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased, cost and time to complete will also need to increase. The Project and executive teams will need to remain cognizant of these constraints when making impactful decisions to the Project. A simple illustration of this triangle is included here, showing the connection of each item and their relational impact to the overall Scope. Project Management Triangle A pillar of any successful project is the ability to properly manage scope while allowing the appropriate level of flexibility to incorporate approved changes. Scope and changes within the project will be managed using the change control process outlined in the following section. 3.2 Change Control It may become necessary to change the scope of this Project due to unforeseeable circumstances (e.g., new constraints or opportunities are discovered). This Project is being undertaken with the understanding that Project scope, schedule, and/or cost may need to change in order to produce optimal results for stakeholders. Changes to contractual requirements will follow the change control process specified in the final contract, and as described below. 3.3 Change Request Management Should the need for a change to Project scope, schedule, and/or cost be identified during the Project, the change will be brought to the attention of the Steering Committee and an assessment of the change will occur. While such changes may result in additional costs and possible delays relative to the schedule, some City of Seal Beach Tyler Technologies, Inc. Page / 4 changes may result in less cost to City of Seal Beach; for example, City of Seal Beach may decide it no longer needs a deliverable originally defined in the Project. The Change Request will include the following information: ■ The nature of the change. ■ A good faith estimate of the additional cost or associated savings to City of Seal Beach, if any. ■ The timetable for implementing the change. ■ The effect on and/or risk to the schedule, resource needs or resource responsibilities. City of Seal Beach will use its good faith efforts to either approve or disapprove any Change Request within ten (10) Business Days (or other period as mutually agreeable between Tyler and City of Seal Beach). Any changes to the Project scope, budget, or timeline must be documented and approved in writing using a Change Request form. These changes constitute a formal amendment to the Statement of Work and will supersede any conflicting term in the Statement of Work. Change Request Process NEED SCOPE DETAILS REM CHANGES SCHEDULE 1 CLIENT IDENTIFIES TYLER ASSESSES / CLIENT DETAILS IF TYLER AGREES NEED/ DESIRE FOR DETERMINES OUT NEED IN CHANGE WITH THE REQUEST CHANGE OF SCOPE REQUEST FORM K AUM WE R"IK FstMule WE" to Creat, eMMka r a for dmW Rerldea City of Seal Beach Tyler Technologies, Inc. CLIENT AUTHORIZES SCHEDULED ADJUSTED TO OR DECLINES THE ACCOMMODATE THE CHANGE CHANGE IF NECESSARY Int nal hen me cue Page / 5 4. Acceptance Process The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success of the Project that each City of Seal Beach office or department designates specific individuals for making decisions on behalf of their offices or departments. Both Tyler and the City of Seal Beach will identify representative project managers. These individuals will represent the interests of all stakeholders and serve as the primary contacts between the two organizations. The coordination of gaining client feedback and approval on Project deliverables will be critical to the success of the Project. The City of Seal Beach project manager will strive to gain deliverable and decision approvals from all authorized City of Seal Beach representatives. Given that the designated decision -maker for each department may not always be available, there must be a designated proxy for each decision point in the Project. Assignment of each proxy will be the responsibility of the leadership from each City of Seal Beach department. The proxies will be named individuals that have the authorization to make decisions on behalf of their department. The following process will be used for accepting Deliverables and Control Points: The City of Seal Beach shall have five (5) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept each Deliverable or Control Point. If the City of Seal Beach does not provide acceptance or acknowledgement within five (5) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted. If the City of Seal Beach does not agree the particular Deliverable or Control Point meets requirements, the City of Seal Beach shall notify Tyler project manager(s), in writing, with reasoning within five (5) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable. Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City of Seal Beach shall then have two (2) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the City of Seal Beach does not provide acceptance within two (2) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted. 5. Roles and Responsibilities The following defines the roles and responsibilities of each Project resource for City of Seal Beach and Tyler. Roles and responsibilities may not follow the organizational chart or position descriptions at City of Seal Beach, but are roles defined within the Project. It is common for individual resources on both the Tyler and client project teams to fill multiple roles. Similarly, it is common for some roles to be filled by multiple people. 5.1 Tyler Roles & Responsibilities Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one Phase in duration). Additional Tyler resources are assigned as the schedule develops and as needs arise. City of Seal Beach Tyler Technologies, Inc. Page 16 5.1.1 Tyler Executive Sponsor 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. ■ Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying City of Seal Beach 's overall organizational strategy. • Authorizes required Project resources. ■ Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process. ■ Acts as the counterpart to City of Seal Beach 's executive sponsor. 5.1.2 Tyler Implementation Manager ■ Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. The Tyler project managers consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler Project Manager or with City of Seal Beach management as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level. ■ Assigns Tyler Project personnel. ■ Provides support for the Project team. ■ Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources. ■ Monitors Project progress including progress towards agreed upon goals and objectives. 5.1.3 Tyler Project Manager The Tyler project manager(s) provides oversight of the Project, coordination of Tyler resources between departments, management of the Project budget and schedule, effective risk and issue management, and is the primary point of contact for all Project related items. As requested by the client, the Tyler Project Manager provides regular updates to the client Steering Committee and other Tyler governance members. Tyler Project Manager's role includes responsibilities in the following areas: 5.1.3.1 Contract Management • Validates contract compliance throughout the Project. • Ensures Deliverables meet contract requirements. ■ Acts as primary point of contact for all contract and invoicing questions. ■ Prepares and presents contract milestone sign -offs for acceptance by City of Seal Beach project manager(s). • Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance. 5.1.3.2 Planning • Delivers project planning documents. ■ Defines Project tasks and resource requirements. City of Seal Beach Tyler Technologies, Inc. Page / 7 Develops initial Project schedule and Project Management Plan. Collaborates with City of Seal Beach project manager(s) to plan and schedule Project timelines to achieve on-time implementation. 5.1.3.3 Implementation Management ■ Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. ■ Establishes and manages a schedule and Tyler resources that properly support the Project Schedule and are also in balance with Scope/budget. ■ Establishes risk/issue tracking/reporting process between City of Seal Beach and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to City of Seal Beach any items that may impact the outcomes of the Project. ■ Collaborates with City of Seal Beach 's project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the project. • Collaborates with City of Seal Beach's project manager(s) to set a routine communication plan that will aide all Project team members, of both City of Seal Beach and Tyler, in understanding the goals, objectives, current status, and health of the Project. 5.1.3.4 Resource Management ■ Acts as liaison between Project team and Tyler manager(s). ■ Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing. ■ Provides direction and support to Project team. ■ Manages the appropriate assignment and timely completion of tasks as defined in the Project Schedule, task list, and Go -Live Checklist. • Assesses team performance and adjusts as necessary. ■ Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks. 5.1.4 Tyler Implementation Consultant • Completes tasks as assigned by the Tyler project manager(s). ■ Documents activities for services performed by Tyler. • Guides City of Seal Beach through software validation process following configuration. ■ Assists during Go -Live process and provides support until City of Seal Beach transitions to Client Services. ■ Facilitates training sessions and discussions with City of Seal Beach and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time. ■ May provide conversion review and error resolution assistance. 5.1.5 Tyler Sales • Supports Sales to Implementation knowledge transfer during Initiate & Plan. ■ Provides historical information, as needed, throughout implementation. ■ Participates in pricing activities if additional licensing and/or services are needed. City of Seal Beach Tyler Technologies, Inc. Page / 8 S.1.6 Tyler Technical Services ■ Maintains Tyler infrastructure requirements and design document(s). ■ Involved in system infrastructure planning/review(s). ■ Provides first installation of licensed software with initial database on servers. • Supports and assists the project team with technical/environmental issues/needs. • Deploys Tyler products. ■ Conducts GIS Planning. ■ Reviews GIS data and provides feedback to the client. ■ Loads client provided GIS data into the system. 5.2 City of Seal Beach Roles & Responsibilities City of Seal Beach 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 Seal Beach Executive Sponsor The City of Seal Beach executive sponsor provides support to the Project by providing strategic direction and communicating key issues about the Project and its overall importance to the organization. When called upon, the executive sponsor also acts as the final authority on all escalated Project issues. The executive sponsor engages in the Project, as needed, 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 Seal Beach steering committee, project manager(s), and functional leads to make critical business decisions for City of Seal Beach. ■ Champions the project at the executive level to secure buy -in. • Authorizes required project resources. ■ Actively participates in organizational change communications. 5.2.2 City of Seal Beach Steering Committee The City of Seal Beach steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation for the Project's value throughout the organization. The steering committee oversees the City of Seal Beach project manager and Project as a whole through participation in regular internal meetings. The City of Seal Beach steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The City of Seal Beach steering committee also serves as primary level of issue resolution for the Project. • Works to resolve all decisions and/or issues not resolved at the project manager level as part of the escalation process. • Attends all scheduled steering committee meetings. ■ Provides support for the project team. • Assists with communicating key project messages throughout the organization. • Prioritizes the project within the organization. • Ensures the project staffed appropriately and that staff have necessary resources. • Monitors project progress including progress towards agreed upon goals and objectives. • Has the authority to approve or deny changes impacting the following areas: City of Seal Beach Tyler Technologies, inc. Page / 9 o Cost o Scope o Schedule o Project Goals o City of Seal Beach Policies o Needs of other client projects 5.2.3 City of Seal Beach Project Manager City of Seal Beach 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. City of Seal Beach Project Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When City of Seal Beach project manager(s) do not have the knowledge or authority to make decisions, he or she engages the necessary resources to participate in discussions and make decisions in a timely fashion to avoid Project delays. The client project manager(s) are responsible for reporting to client steering committee and determining appropriate escalation points. 5.2.3.1 Contract Management ■ Validates contract compliance throughout the project. ■ Ensures that invoicing and Deliverables meet contract requirements. ■ Acts as primary point of contact for all contract and invoicing questions. Collaborates on and approves Change Requests, if needed, to ensure proper scope and budgetary compliance. 5.2.3.2 Planning ■ Reviews and accepts project planning documents. • Defines project tasks and resource requirements for City of Seal Beach project team. • Collaborates in the development and approval of the project schedule. ■ Collaborates with Tyler project manager(s) to plan and schedule project timelines to achieve on-time implementation. 5.2.3.3 Implementation Management ■ Tightly manages project budget and scope. • Collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure that scope changes and budget (planned versus actual) are transparent and handled effectively and efficiently. • Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the project schedule as a whole and is also in balance with scope and budget. ■ Collaborates with Tyler project manager(s) to establish risk and issue tracking and reporting process between City of Seal Beach and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to Tyler any items that may impact the outcomes of the project. • Collaborates with Tyler project manager(s) to establish key business drivers and success indicators that will help to govern project activities and key decisions to ensure a quality outcome of the project. • Routinely communicates with both City of Seal Beach staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the project by all team members. • Manages the requirements gathering process and ensure timely and quality business requirements are being provided to Tyler. City of Seat Beach Tyler Technologies, Inc. Page / 10 5.2.3.4 Resource Management ■ Acts as liaison between project team and stakeholders. ■ Identifies and coordinates all City of Seal Beach resources across all modules, phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices. ■ Provides direction and support to project team. ■ Builds partnerships among the various stakeholders, negotiating authority to move the project forward. ■ Manages the appropriate assignment and timely completion of tasks as defined. • Assesses team performance and takes corrective action, if needed. • Provides guidance to City of Seal Beach technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams in order to ensure timely response and appropriate resolution. • Owns the relationship with in -Scope 3rd parry providers and aligns activities with ongoing project tasks. • Ensures that users have appropriate access to Tyler project toolsets as required. • Conducts training on proper use of toolsets. ■ Validates completion of required assignments using toolsets. 5.2.4 City of Seal Beach Functional Leads ■ Makes business process change decisions under time sensitive conditions. • Communicates existing business processes and procedures to Tyler consultants. • Assists in identifying business process changes that may require escalation. • Contributes business process expertise for Current & Future State Analysis. • Identifies and includes additional subject matter experts to participate in Current & Future State Analysis. • Validates that necessary skills have been retained by end users. • Provides End Users with dedicated time to complete required homework tasks. ■ Acts as an ambassador/champion of change for the new process and provide business process change support. ■ Identifies and communicates any additional training needs or scheduling conflicts to City of Seal Beach project manager. ■ Actively participates in all aspects of the implementation, including, but not limited to, the following key activities: o Task completion o Stakeholder Meeting o Project Management Plan development o Schedule development o Maintenance and monitoring of risk register o Escalation of issues o Communication with Tyler project team o Coordination of City of Seal Beach resources o Attendance at scheduled sessions o Change management activities o Modification specification, demonstrations, testing and approval assistance o Data analysis assistance City of Seal Beach Tyler Technologies, Inc. Page / 11 o Decentralized end user training o Process testing o Solution Validation 5.2.5 City of Seal Beach Power Users ■ Participate in project activities as required by the project team and project manager(s). ■ Provide subject matter expertise on City of Seal Beach business processes and requirements. • Act as subject matter experts and attend Current & Future State Analysis sessions as needed. ■ Attend all scheduled training sessions. ■ Participate in all required post -training processes as needed throughout project. ■ Test all application configuration to ensure it satisfies business process requirements. ■ Become application experts. ■ Participate in Solution Validation. • Adopt and support changed procedures. • Complete all deliverables by the due dates defined in the project schedule. ■ Demonstrate competency with Tyler products processing prior to Go -live. • Provide knowledge transfer to City of Seal Beach staff during and after implementation. ■ Participate in conversion review and validation. 5.2.6 City of Seal Beach End Users ■ Attend all scheduled training sessions. ■ Become proficient in application functions related to job duties. ■ Adopt and utilize changed procedures. ■ Complete all deliverables by the due dates defined in the project schedule. • Utilize software to perform job functions at and beyond Go -live. 5.2.7 City of Seal Beach Technical Lead ■ Coordinates updates and releases with Tyler as needed. ■ Coordinates the copying of source databases to training/testing databases as needed for training days. ■ Coordinates and adds new users, printers and other peripherals as needed. ■ Validates that all users understand log -on process and have necessary permission for all training sessions. ■ Coordinates interface development for City of Seal Beach third party interfaces. ■ Develops or assists in creating reports as needed. ■ Ensures on-site system meets specifications provided by Tyler. ■ Assists with software installation as needed. ■ Extracts and transmits conversion data and control reports from City of Seal Beach's legacy system per the conversion schedule set forth in the project schedule. 5.2.7.1 City of Seal Beach GIS ■ Participates in GIS planning activities. ■ Responsible for management and maintenance of City of Seal Beach GIS infrastructure and data. • Ensures GIS data/service endpoints are in alignment with Tyler software requirements. • Provides Tyler implementation team with GIS data/service access information. City of Seal Beach Tyler Technologies, Inc. Page 112 5.2.7.2 City of Seal Beach Upgrade Coordination ■ Becomes familiar with the software upgrade process and required steps. ■ Becomes familiar with Tyler's releases and updates. ■ Utilizes Tyler resources to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage City of Seal Beach'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 Seal Beach and Tyler resources. ■ Communicates changes affecting users and department stakeholders. ■ Obtains department stakeholder acceptance to upgrade production environment. 5.2.8 City of Seal Beach Change Management Lead ■ Validates that users receive timely and thorough communication regarding process changes. ■ Provides coaching to supervisors to prepare them to support users through the project changes. ■ Identifies the impact areas resulting from project activities and develops a plan to address them proactively. • Identifies areas of resistance and develops a plan to reinforce the change. ■ Monitors post -production performance and new process adherence. City of Seal Beach Tyler Technologies, Inc. Page j 13 Part 3: Project Plan 6. Project Stages Work Breakdown Structure The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into smaller, more manageable components. The top-level components are called "Stages" and the second level components are called "Work Packages'. The work packages, shown below each stage, contain the high-level work to be done. The detailed Project Schedule, developed during Project/Phase Planning and finalized during subsequent stages, lists the tasks to be completed within each work package. Each stage ends with a "Control Point", confirming the work performed during that stage of the Project has been accepted by City of Seal Beach. Work Breakdown Structure (WBS) g, CLO4Phase *Items noted with an asterisk in the graphic above relate to specific products and services. If those products and services are not included in the scope of the contract, these specific work packages will be noted as "Intentionally Left Blank"in Section 6 of the Sta tement of Work. City of Seal Beach Tyler Technologies, Inc. Page / 14 6.1 Initiate and Plan The Initiate and Plan stage involves Project initiation, infrastructure, and planning. This stage creates a foundation for the Project by identifying and establishing sequence and timing for each Phase as well as verifying scope for the Project. This stage will be conducted at the onset of the Project, with a few unique items being repeated for the additional Phases as needed. 6.1.1 Initial Coordination Prior to Project commencement, Tyler management assigns project manager(s). Additional Project resources will be assigned later in the Project as a Project schedule is developed. Tyler provides City of Seal Beach with initial Project documents used to gather names of key personnel, their functional role as it pertains to the Project, as well as any blackout dates to consider for future planning. City of Seal Beach gathers the information requested by the provided deadline ensuring preliminary planning and scheduling can be conducted moving the Project forward in a timely fashion. Internally, the Tyler Project Manager(s) coordinate with sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with City of Seal Beach's team. During this step, Tyler will work with City of Seal Beach to establish the date(s) for the Project and Phase Planning session. Objectives: • Formally launch the project. • Establish project governance. ■ Define and communicate governance for Tyler. • Identify client project team. STAGE 1 Initial Coordination Tyler Client RACI MATRIX KEY: R = Responsible A = Accountable a5 2 M � C = Consulted boa, M J �- I=Informed t3ON M 2 U U a°1, C a 0 C (O 0 a.-+ L pp fd O N N '` N QJ C 0 _ @ (IJ pp N tw W _ N > f0 C 41 C ro M a`�-+ i fl. C O N cn U '� N 0_ N E: O C M J _ C t0 �+ M a+ C N N Y E. NC L x M U M U N > .Y � Y O N Y E U U d t0 -O c L u v C 'T U 41 x v N p V c C r0 O1 t6 N UJ _� _� G U w a ti U v7i D w Tyler project team is assigned A R C I I I I I I Client project team is assigned A I R I I I Provide initial project documents to City of Seal Beach A R C C I I Gather preliminary information requested I A R C C C C Sales to implementation knowledge transfer A R I I I 1 I City of Seal Beach Tyler Technologies, Inc. Page / 15 Create Project Portal to store project artifacts and facilitate A R I communication Inputs Contract documents Statement of Work Outputs/Deliverables Completed initial project documents Project portal Work package assumptions: ■ Project activities begin after the agreement has been fully executed. 6.1.2 Project/Phase Planning Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify applications to implement in each Phase (if applicable), and discuss implementation timeframes. During this work package Tyler will work with City of Seal Beach to coordinate and plan a formal Project planning meeting(s). This meeting signifies the start of the Project and should be attended by all City of Seal Beach Project team members and the Tyler Project Manager. The meeting provides an opportunity for Tyler to introduce its implementation methodology, terminology, and Project management best practices to City of Seal Beach's Project Team. This will also present an opportunity for project managers and Project sponsors to begin to discuss Project communication, metrics, status reporting and tools to be used to measure Project progress and manage change. Tyler will work with the City of Seal Beach Project Team to prepare and deliver the Project Management Plan as an output of the planning meeting. This plan will continue to evolve and grow as the Project progresses and will describe how the project will be executed, monitored, and controlled. During project planning, Tyler will introduce the tools that will be used throughout the implementation. Tyler will familiarize the client with these tools during project planning and make them available for review and maintenance as applicable throughout the project. Some examples are Solution validation plan, issue log, and go -live checklist. STAGE 1 Project/Phase Planning Tyler Client City of Seal Beach Tyler Technologies, Inc. Page / 16 RACI MATRIX KEY: Acceptance Criteria [only) for Deliverables Project Management Plan Delivery of document Project Operational Plan Delivery of document Initial Project Schedule City of Seal Beach provides acceptance of schedule based on resource availability, project budget, and goals. R =Responsible LL, A = Accountable a`, Y M 2 N C = Consulted C N QJ J v 1= Informed �, 00 2 o °U' a, `o v Y v L a N C M o �. v 0o w C o - C " w c E E oo -a m w E m C x - a@i N N C N (U C N O N N U > Q n (J (O l0 C N ) U N d O N d W (O -0 C L a-. C > U = U N 'p C O U bo C u N N U C X w a O U v _N N w ' a C Li (O U d D -p w U O Schedule and conduct planning A R I C C I session(s) Develop Project Management Plan A R 1 C C I Develop initial project schedule' I I I I I C C I I C I Inputs Contract documents Statement of Work Guide to Starting Your Project Outputs / Deliverables Acceptance Criteria [only) for Deliverables Project Management Plan Delivery of document Project Operational Plan Delivery of document Initial Project Schedule City of Seal Beach provides acceptance of schedule based on resource availability, project budget, and goals. Work package assumptions: ■ City of Seal Beach has reviewed and completed the Guide to Starting Your Project document. 6.1.3 Infrastructure Planning Procuring required hardware and setting it up properly is a critical part of a successful implementation. This task is especially important for Tyler-hosted/SaaS deployment models. Tyler will be responsible for building the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement. Tyler will install Licensed Software on application server(s) or train City of Seal Beach to install License Software. The City of Seal Beach is responsible for the installation and setup of all peripheral devices. Objectives: ■ Ensure City of Seal Beach's infrastructure meets Tyler's application requirements. ■ Ensure City of Seal Beach's infrastructure is scheduled to be in place and available for use on time. STAGE 1 Infrastructure Planning City of Seal Beach Tyler Technologies, Inc. Page / 17 Inputs 1 1. Initial Infrastructure Requirements and Design Document Outputs / Tyler Client RACI MATRIX KEY: 1. Completed Infrastructure Requirements Delivery of Document and Design Document 2. Infrastructure Audit System Passes Audit Criteria R = Responsible v v A = Accountable J N C= Consulted v o U " N QJ a, Ea =Informed 0o M0 C L v dQ 0 v V) U N "' C = >_ v W -0 v L UI (a C L L f0 /0 C L N a) U O C- In E C: C C J J (D C (Q (O ++ -cu. N > 41 CCC L Y CC C. X -- U (9 U L In C .= U to C O 0l Y C E L — U U L U v L °� W M iF- -o r c a+ U C v Y U v U c U v t+ Vl s a X fl o a O U v v a, o c a -o v a O U w a ii U w Provide Infrastructure Requirements and Design A R C C I I Document Initial Infrastructure Meeting A R C C C C *Schedule SaaS Environment Availability A R C I *Schedule Hardware to be Available for I I A R C Installation Schedule Installation of All Licensed Software A R C I f Infrastructure Audit A .: C 1 C Inputs 1 1. Initial Infrastructure Requirements and Design Document Outputs / Acceptance Criteria [only] for Deliverables Deliverables 1. Completed Infrastructure Requirements Delivery of Document and Design Document 2. Infrastructure Audit System Passes Audit Criteria Work package assumptions: ■ City of Seal Beach will maintain environment (or virtual environment) for On -Premise deployments. 6.1.4 Stakeholder Meeting Communication of the Project planning outcomes to the City of Seal Beach Project team, executives and other key stakeholders is vital to Project success. The Stakeholder meeting is a strategic activity to inform, engage, gain commitment, and instill confidence in the City of Seal Beach team. During the meeting, the goals and objectives of the Project will be reviewed along with detail on Project scope, implementation methodology, roles and responsibilities, Project timeline and schedule, and keys to Project success. Objectives: ■ Formally present and communicate the project activities and timeline. ■ Communicate project expectations. City of Seal Beach Tyler Technologies, Inc. Page l 18 STAGE 1 Stakeholder Meeting Tyler Client Acceptance Criteria [only] for Deliverables RACI MATRIX KEY: Stakeholder Meeting Presentation R = Responsible N LU A = Accountable v C = Consulted `O � N N J I= Informed a`, 2 vN v v Q N -d OD C O i WO L N N U i O C O Y E tko N N -O E v c0 X w 41 N = `^ c0 a-+ N tptto C ro rO ` C O N N N U '` d LO E 0 rp C d1 J C a-+ (O j N E y N E CL x M M U y ,,, N m O v Y N E rp U U N d O Q N _U -O O L U C 4J U N N v U O U C CC tO U .� t fl- C L U w E a` E a' — w a` Ui U V) w Create Stakeholder Meeting Presentation I A R I I I I C I Review Stakeholder Meeting Presentation I C A R C Perform Stakeholder Meeting Presentation I A R I I I I C I I I I I I Inputs Agreement SOW Project Management Plan Outputs / Deliverables Acceptance Criteria [only] for Deliverables Stakeholder Meeting Presentation Work package assumptions: ■ None 6.1.5 GIS Preparation GIS data is a core part of many Tyler applications. Other City of Seal Beach offices/products may also use this data and have different GIS requirements. A key focus of this preparation will be the process for developing the GIS data for use with Tyler applications. This can be an iterative process, so it is important to begin preparation early. Objectives: Identify all City of Seal Beach GIS data sources and formats. Tyler to understand City of Seal Beach's GIS needs and practices. Ensure City of Seal Beach's GIS data meets Tyler product requirements. STAGE 1 1 GIS Preparation Client City of Seal Beach Tyler Technologies, Inc. Page 19 RACI MATRIX KEY: Acceptance Criteria [only] for Deliverables Production Ready Map Data Meets Tyler GIS Requirements. R = Responsible ca LU A = Accountableo Y N C = Consulted° Z3 = Informed a`, 0 U v v a N C O C O N N V > O O Y N -D N to W (p _ N 0 C C cU 6 C i_ C O Ln N U > V) E O ro C N J c0 Y (O C N OJ c G N Q N (O U c6 G C 2 cc G rp U U N d � 41 Q (O a-. O t U C N U N N p U C �O Q t U w E a E p °' = w Y a` U- p w Initial GIS Planning Meeting A R C C C Determine all GIS Data Sources I I A R C Provide Source GIS Data I I A R C Review GIS Data and Provide Feedback A R C I C Inputs I GIS Requirements Document Outputs / Deliverables Acceptance Criteria [only] for Deliverables Production Ready Map Data Meets Tyler GIS Requirements. Work package assumptions: ■ GIS data provided to Tyler is accurate and complete. ■ GIS data provided to Tyler is current. ■ City of Seal Beach is responsible for maintaining the GIS data. 6.1.6 Control Point 1: Initiate & Plan Stage Acceptance Acceptance criteria for this stage includes completion of all criteria listed below. Note: Advancement to the Assess & Define stage is not dependent upon Tyler's receipt of this stage acceptance. Initiate & Plan Stage Deliverables: ■ Project Management Plan ■ Initial Project Schedule Initiate & Plan stage acceptance criteria: ■ All stage deliverables accepted based on acceptance criteria previously defined ■ Project governance defined ■ Project portal made available to City of Seal Beach ■ Stakeholder meeting complete ■ GIS Data Production Ready City of Seal Beach Tyler Technologies, Inc. Page 1 20 • Completed Infrastructure Requirements and Design Document • System Passes Infrastructure Audit (as applicable) �.2 Assess & Define The Assess & Define stage will provide an opportunity to gather information related to current City of Seal Beach business processes. This information will be used to identify and define business processes utilized with Tyler software. City of Seal Beach collaborates with Tyler providing complete and accurate information to Tyler staff and assisting in analysis, understanding current workflows and business processes. 6.2.1 Solution Orientation The Solution Orientation provides the Project stakeholders a high-level understanding of the solution functionality prior to beginning the current and future state analysis. The primary goal is to establish a foundation for upcoming conversations regarding the design and configuration of the solution. Tyler utilizes a variety of tools for the Solution Orientation, focusing on City of Seal Beach team knowledge transfer such as: eLearning, documentation, or walkthroughs. The City of Seal Beach team will gain a better understanding of the major processes and focus on data flow, the connection between configuration options and outcome, integration, and terminology that may be unique to Tyler's solution. Objectives: • Provide a basic understanding of system functionality. ■ Prepare City of Seal Beach for current and future state analysis. STAGE 2 Solution Orientation Tyler Client RACI MATRIX KEY: R = Responsible N A = Accountable Y C = Consulted 00 MZ) C v _J I i I= Informed �, ra 0 U u01, v o W C O 'Z L m O i v N _U 2 C Y_ E ai VI -O E N m W 0 v 'O N M M C +.+ M N i'' C C N N U O O_ ECZ m v _J N a� = _ c0 CL) N U1 O_ .2 M 76 v Ln O U C i 70 N 7 U E Q —U u a) E N a x W (O u :'= -O _u C L N Y C O U C Y U N O Z U O1 W C U Q/ i U C 0) W E O d E ru ccO L U U Qi W N O O_ C W U � 7 Q W U Provide pre -requisites A R I I I I I Complete pre -requisites 1 1 A R C C Conduct orientation A RI 1 I 1-1-T 1 I I Inputs Solution orientation materials Training Plan City of Seal Beach Tyler Technologies, Inc. Page / 21 6.2.2 Current & Future State Analysis The Current & Future State Analysis provides the Project stakeholders and Tyler an understanding of process changes that will be achieved with the new system. City of Seal Beach and Tyler will evaluate current state processes, options within the new software, pros and cons of each based on current or desired state and make decisions about the future state configuration and processing. This may occur before or within the same timeframe as the configuration work package. The options within the new software will be limited to the scope of this implementation and will make use of standard Tyler functionality. The City of Seal Beach will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk from over customization of Tyler products. It is the client's responsibility to verify that in -scope requirements are being met throughout the implementation if functional requirements are defined as part of the contract. The following guidelines will be followed when evaluating if a modification to the product is required: • A reasonable business process change is available. • Functionality exists which satisfies the requirement. • Configuration of the application satisfies the requirement. • An in -scope modification satisfies the requirement. Requirements that are not met will follow the agreed upon change control process and can have impacts on the project schedule, scope, budget and resource availability. STAGE 2 Current & Future State Analysis Tyler Client RACI MATRIX KEY: R =Responsible w A = Accountable a`, c U V) C = Consulted ° N I = Informed a`, dO o U °_; > 0) v Q X c ro o no ro C o 'a.+ rn > i n N o O — E � -0 rp w v aro) 2 n ° rccco (U o v n u a Ln E 0 U @ c v J > Z a) G U v d w rp N 'C a) a) = � C O ccc L a) N ro U X Q E a a E o � a) ate-+ c +� u C a) V () ET u on U v ro h c s Current State process 0- Z> U x) N a` ii U C review A R I I I C C C C C Discuss future -state options A R C C C C C C C C Make future state decisions (non -COTS) C C C C C A R I C C Document anticipated configuration options required to support A R C C C I I I I future state Inputs I Client current state documentation City of Seal Beach Tyler Technologies, Inc. Page / 22 Solution Orientation completion Outputs / Data Conversion Assessment Acceptance Criteria [only] for Deliverables Deliverables Client RACI MATRIX KEY: Documentation that describes future -state Delivery of document decisions and configuration options to support future -state decisions. Work package assumptions: • City of Seal Beach attendees possess sufficient knowledge and authority to make future state decisions. • City of Seal Beach is responsible for any documentation of current state business processes. ■ Client is able to effectively communicate current state processes. 6.2.3 Conversion Assessment Data Conversions are a major effort in any software implementation. Tyler's conversion tools facilitate the predictable, repeatable conversion process that is necessary to support a successful transition to the Tyler system. The first step in this process is to perform an assessment of the existing ("legacy") system(s), to better understand the source data, risks, and options available. Once the data has been analyzed, the plan for data conversion is completed and communicated to the appropriate stakeholders. Objectives: ■ Communicate a common understanding of the project goals with respect to data. • Ensure complete and accurate source data is available for review/transfer. • Map the data from the source to the Tyler system. • Document the data conversion/loading approach. STAGE 2 Data Conversion Assessment Tyler Client RACI MATRIX KEY: R = Responsible LU A = Accountableao C =Consulted =3C � N 1= Informed v 2 u QJ U > Q, a n -O C O 'Z1 t» O Q1 N Q� U O C O Y Q) to N 'O ro E v x W Q1 v 2 in M 2 n7 M C @ O C W to W _U > Q to E O �Q J fQ rp C J j 'Z, C Q1 E Y C Q) E Q� d x M U M U p� N O .� U C E i Q) U U N d rQ -O L C U L y O O Z U Q1 bo C Q) (D -O C X W _� E O d E ccO G � U X W N 2 C LL U L 7 Q_ D W U Extract Data from Source Systems I C A R Complete Data Analysis/Mapping A R C C I C C I Review and Scrub Source Data I I I A R C I City of Seal Beach Tyler Technologies, Inc. c,;` Build/Update Data Conversion Plan C I Inputs Client Source data Client Source data Documentation (if available) Outputs / Acceptance Criteria [only] for Deliverables Deliverables Data Conversion Plan built/updated Client Acceptance of Data Conversion Plan, if Applicable Work package assumptions: ■ Tyler will be provided with data from the Legacy system(s) in a mutually agreed upon format. ■ Tyler will work with City of Seal Beach representatives to identify business rules before writing the conversion. ■ City of Seal Beach subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort. 6.2.4 Intentionally left blank. 6.2.5 Intentionally left blank. 6.2.6 Control Point 2: Assess & Define Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Note: Advancement to the Prepare Solution Stage is dependent upon Tyler's receipt of the Stage Acceptance. Assess & Define Stage Deliverables: • Documentation of future state decisions and configuration options to support future state decisions. • Modification specification document. • Assess & Define Stage Acceptance Criteria: • All stage deliverables accepted based on criteria previously defined. ■ Solution Orientation is delivered. • Conversion data extracts are received by Tyler. • Data conversion plan built. 6.3 Prepare Solution During the Prepare Solution stage, information gathered during the Initiate & Plan and Assess & Define stages will be used to install and configure the Tyler software solution. Software configuration will be validated by the client against future state decisions defined in previous stages and processes refined as needed to ensure business requirements are met. City of Seal Beach Tyler Technologies, Inc. Page / 24 6.3.1 Initial System Deployment The timely availability of the Tyler Solution is important to a successful Project implementation. The success and timeliness of subsequent work packages are contingent upon the initial system deployment of Tyler Licensed Software on an approved network and infrastructure. Delays in executing this work package can affect the project schedule. Objectives: ■ All licensed software is installed and operational. • City of Seal Beach is able to access the software. STAGE 3 Initial System Deployment (Hosted/SaaS)* Tyler Client RACI MATRIX KEY: Licensed Software is Installed on the Server(s) Software is accessible Licensed Software is Installed on Clients (if Software is accessible applicable) Installation Checklist/System Document System Passes Infrastructure Design Document (Ud — If Applicable) R = Responsible A = Accountable a5 =� C = Consulted no ° c v J I=Informed U U N v OL C O V CO c O v o �_ E hvo E m x w v O In u lQ O C J CC +Y-' +-' N YE v —U N E: Q (O f0 y W U L N L J 76 =3Q W n E O a E l.Ll ;° N-- a O C z u °1 Y c N u Ql � v U v 'O u C c cp U v ro Q. u s Prepare hosted w a w a` ti U w W environment A R I C Install Licensed Software with Initial Database on Server(s) for A R I C Included Environments Install Licensed Software on Client Devices (if I C A R applicable) Tyler System — Administration Training (if A R I C applicable) Outputs / Acceptance Criteria [only] for Deliverables Deliverables Licensed Software is Installed on the Server(s) Software is accessible Licensed Software is Installed on Clients (if Software is accessible applicable) Installation Checklist/System Document System Passes Infrastructure Design Document (Ud — If Applicable) City of Seal Beach Tyler Technologies, Inc. Page / 25 Work package assumptions: The most current generally available version of the Tyler Licensed Software will be installed. City of Seal Beach will provide network access for Tyler modules, printers, and Internet access to all applicable City of Seal Beach and Tyler Project staff. 6.3.2 Configuration The purpose of Configuration is to prepare the software product for validation. Tyler staff collaborates with City of Seal Beach to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. City of Seal Beach collaborates with Tyler staff iteratively to validate software configuration. Objectives: • Software is ready for validation. • Educate City of Seal Beach SME how to configure and maintain software. ■ Prepare standard interfaces for process validation (if applicable). STAGE 3 Configuration Tyler -- Client RACI MATRIX KEY: R =Responsible LL) A = Accountable v M V) C = Consulted �° C _Y N N J y ` I=Informed �, o U U a°/, v Q) M C O 0o C O i-. vQ) a) n O c Y N E m x w -0 a) = > fu v LC Q .0 M a vt M U 'j v Q V) v E O C J ro ro Y ro c v ^ N ) — 3 N U a) N w w C a�-� > U m C U C O a) m U E L h U c Q) w a E — a a E — m 6 r °) c U x °) a) o U c ca a) ,Y`a cL a v Conduct configuration w c'�nvii training A R I C C Complete Tyler configuration tasks A R I I I (where applicable) Complete Client configuration tasks I C A R C (where applicable) Standard interfaces configuration and A R C I C C C training (if applicable) Updates to Solution Validation testing plan C C A R C C Inputs Documentation that describes future state decisions and configuration options to support future state decisions. City of Seal Beach Tyler Technologies, Inc. Page / 26 Outputs / Deliverables Process Refinement Acceptance Criteria [only] for Deliverables Tyler Configured System N/A Work package assumptions: • Tyler provides guidance for configuration options available within the Tyler software. City of Seal Beach is responsible for making decisions when multiple options are available. 6.3.3 Process Refinement Tyler will educate the City of Seal Beach users on how to execute processes in the system to prepare them for the validation of the software. City of Seal Beach collaborates with Tyler staff iteratively to validate software configuration options to support future state. Objectives: ■ Ensure that City of Seal Beach understands future state processes and how to execute the processes in the software. • Refine each process to meet the business requirements. ■ Validate standard interfaces, where applicable. • Validate forms and reports, where applicable. STAGE 3 Process Refinement Tyler Client RACI MATRIX KEY: N R = Responsible cm LU A = Accountable a, C = ConsultedO C J I= Informed �, o 2 0 a, U a, a, Y C a a cl X -O M C C O a1 W C O a1 Ln U '` N O Cr �- E a) m -O n3 a) W f0 a C L M c C ra (O Y C 0 W Ln U '` Q- to O C rp J C a Y ro Y C j a1 a) a M M Q) > U C L U a) O- U N O C O- W (a :ti 'O O L U C T U a) Q) U U C C M U O- t U LU a v U w N 0_ ii U cn O w Conduct process training A R I C I C Confirm process decisions I C A R C I C Test configuration 1 I C A R C Refine configuration (Client A R I I I Responsible) Refine configuration (Tyler I C A R C Responsible) City of Seal Beach Tyler Technologies, Inc Page l 27 Validate interface process and results Acceptance Criteria [only] for Deliverables Deliverables I C Updated solution validation test plan C documentation (completed by City of Seal A R C C Update client - specific process documentation (if I C A R C applicable) Updates to Solution Validation C C A R C C testing plan Inputs Initial Configuration Documentation that describes future state decisions and configuration options to support future state decisions. Solution validation test plan Outputs / Acceptance Criteria [only] for Deliverables Deliverables Updated solution validation test plan Completed client -specific process documentation (completed by City of Seal Beach) Work package assumptions: • None 6.3.4 Conversion Delivery The purpose of this task is to transition the City of Seal Beach's data from their source ("legacy") system(s) to the Tyler system(s). The data will need to be mapped from the legacy system into the new Tyler system format. A well -executed data conversion is key to a successful cutover to the new system(s). With guidance from Tyler, the City of Seal Beach will review specific data elements within the system and identify/ report discrepancies. Iteratively, Tyler will collaborate with the City of Seal Beach to address conversion discrepancies. This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s). Reference Conversion Appendix for additional detail. City of Seal Beach Tyler Technologies, Inc. Page / 28 Load Data For Testing Pull Data & Conversion Map Write & Run Validate Conversion Balancing Conversion Conversion Data Reviews Reports Program Completed Report & Correct Errors Objectives: • Data is ready for production (Conversion). STAGE 3 Data Delivery & Conversion Tyler Client RACI MATRIX KEY: w R = Responsible a5 c 2 N � cn A = Accountable 0o c a, C= Consult ed a`, 2 C: U °U' - v OL I = Informed � o Q`, c Q) U _ O Y - Q) -p Q) " w -o (O C Q) U C C ay-. a-+ N c (o a(O- c i O _ `� > cn ) 0 O (u —J — ra u c —J U U Q/ W ;� -0 'C V)Ej Y Y U C U O Q) to U U X OL `O N cYo O S N C Q) X N Q) O U c -0 Q U Provide data U w a ti U � w a) crosswalks/code A C R I I I mapping tool Populate data crosswalks/code I C C A R C mapping tool Iterations: Conversion A C R I Development Iterations: Deliver A R I I converted data Iterations: Proof/Review C C C A R C C data and City of Seal Beach Tyler Technologies, Inc. Pcge 29 reconcile to source system Inputs Data Conversion Plan Configuration Outputs / Acceptance Criteria [only] for Deliverables Deliverables Code Mapping Complete / Validated N/A Conversion Iterations/ Reviews Complete Conversion complete, verified and ready for final pass Work package assumptions: • The City of Seal Beach will provide a single file layout per source system as identified in the investment summary. • The City of Seal Beach subject matter experts and resources most familiar with the current data will be involved in the data conversion effort. • The City of Seal Beach project team will be responsible for completing the code mapping activity, with assistance from Tyler. 6.3.5 Intentionally left blank. 6.3.6 Intentionally left blank. 6.3.7 Control Point 3: Prepare Solution Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below in each Work Package. Note: Advancement to the Production Readiness Stage is dependent upon Tyler's receipt of the Stage Acceptance. Prepare Solution Stage Deliverables: • Licensed software is installed. • Installation checklist/system document. • Conversion iterations and reviews complete. Prepare Solution Stage Acceptance Criteria: • All stage deliverables accepted based on criteria previously defined. • Software is configured. • Solution validation test plan has been reviewed and updated if needed. City of Seal Beach Tyler Technologies, Inc. Page % 30 6.4 Production Readiness Activities in the Production Readiness stage will prepare the client team for go -live through solution validation, the development of a detailed go -live plan and end user training. A readiness assessment will be conducted with the client to review the status of the project and the organizations readiness for go -live. 6.4.1 Solution Validation Solution Validation is the end-to-end software testing activity to ensure that City of Seal Beach verifies all aspects of the Project (hardware, configuration, business processes, etc.) are functioning properly, and validates that all features and functions per the contract have been deployed for system use. Objectives: • Validate that the solution performs as indicated in the solution validation plan. ■ Ensure City of Seal Beach organization is ready to move forward with go -live and training (if applicable). STAGE 4 Solution Validation Tyler Client RACI MATRIX KEY: R = Responsible w A = Accountable a`, ;g 0 N C = Consulted M v J I = Informed o U °' a, v v ami n m co C c O OOo O cn a) V N O C = E Q)tko E a) tio x W -o ro N Ycu V) d CN O _V > 0 Q E O U C J C tp N J > N U N E �X rp U Ip u N V) Ol > ..- CO +., tp C O N a� W E v� 4J u o E a E M 0 cc s c -� X N v O C no v '6 L Update Solution W a G U W N LL LL -CO N W N Validation plan A R C C C C Update test scripts (as applicable) C C C A R C Perform testing C C C A R C Document issues from testing C C C A R C Perform required follow- -' up on issues A R C C C C Inputs Solution Validation plan Completed work product from prior stages (configuration, business process, etc.) Outputs/ Acceptance Criteria (only) for Deliverables Deliverables Solution Validation Report City of Seal Beach updates report with testing results City of Seal Beach Tyler Technologies, Inc. Page / 31 Work package assumptions: • Designated testing environment has been established. ■ Testing includes current phase activities or deliverables only. 6.4.2 Go -Live Readiness Tyler and City of Seal Beach will ensure that all requirements defined in Project planning have been completed and the Go -Live event can occur, as planned. A go -live readiness assessment will be completed identifying risks or actions items to be addressed to ensure the client has considered its ability to successfully Go -Live. Issues and concerns will be discussed and mitigation options documented. Tyler and City of Seal Beach will jointly agree to move forward with transition to production. Expectations for final preparation and critical dates for the weeks leading into and during the Go -Live week will be planned in detail and communicated to Project teams. Objectives: • Action plan for go -live established. • Assess go -live readiness. • Stakeholders informed of go -live activities. STAGE 4 Go -Live Readiness Tyler Client RACI MATRIX KEY: R = Responsible w A = Accountable a`, _0 2 _o C =Consulted @ CU J C: � � I = Informed CI U �n U � � v _ c N a Q vn ro C aD C v N u > O c O 4 E: w -0 E m x w U/ -o v -O c �n C cCN a+ t N 0 N N U �- C f0 J ro c f0 yY., (O _ y.. G NC C _> I_ Y C - U — U N > 4 U -LU C M C C J ` 41 U- p O. w -ccO U W C = U X a) (D E M � Q � (..1 0 Perform Readiness C U w v� I w 'c U Ln o a� w Assessment I A R C C I C I I I I I Conduct Go -Live planning - session A R C C C C C C C Order peripheral hardware (if applicable) I A R C Confirm procedures for Go -Live issue reporting & A R I I I resolution I C C I I I I I Develop Go -Live checklist A R C C Final system C C I C C infrastructure review A R (where applicable) C C Inputs Future state decisions Go -live checklist City of Seal Beach Tyler Technologies, Inc. Page 132 • None 6.4.3 End User Training End User Training is a critical part of any successful software implementation. Using a training plan previously reviewed and approved, the Project team will organize and initiate the training activities. Tyler Led: Tyler provides training for all applicable users. One or multiple occurrences of each scheduled training or implementation topic will be covered. Tyler will provide standard application documentation for the general use of the software. It is not Tyler's responsibility to develop client specific business process documentation. Client -led training labs using client specific business process documentation if created by the client can be added to the regular training curriculum, enhancing the training experiences of the end users. Objectives: End users are trained on how to use the software prior to go -live. • City of Seal Beach is prepared for on-going training and support of the application. STAGE 4 End User Training RACI MATRIX KEY: Tyler Client R = Responsible A = Accountable c "' C =Consulted v I =Informed Z Q U N Y C � 00 rp C C Q tp ++ ` Op U O 4J U Q v +J E i a W aN' C c td C a'' ` v C � Q1 Ln U Q Ln E Q 00 N C M a) J fp v = 'C7 L N +' ` U ro ro ro v X E O Q E W Q U N QJ p u2UO N C update training plan w _ A d R C N _ X "' _N "' O " L 1] d p o w u End User training (Tyler- C I C led) A R C Train-the-trainerC A R C C C I C C End User training (Client - C C I C led) C C A R I C C C Inputs Training Plan List of End Users and their Roles /Job Duties City of Seal Beach Tyler Technologies, Inc. Page / 33 Outputs / Acceptance Criteria [only] for Deliverables Deliverables End User Training City of Seal Beach signoff that training was delivered Work package assumptions: The City of Seal Beach project team will work with Tyler to jointly develop a training curriculum that identifies the size, makeup, and subject -area of each of the training classes. Tyler will work with City of Seal Beach as much as possible to provide end-user training in a manner that minimizes the impact to the daily operations of City of Seal Beach departments. City of Seal Beach will be responsible for training new users after go -live (exception—previously planned or regular training offerings by Tyler). 6.4.4 Control Point 4: Production Readiness Stage Acceptance Acceptance criteria for this stage includes all criteria listed below. Advancement to the Production stage is dependent upon Tyler's receipt of the stage acceptance. Production Readiness stage deliverables: Solution Validation Report. Update go -live action plan and checklist. End user training. Production Readiness stage acceptance criteria: All stage deliverables accepted based on criteria previously defined. Go -Live planning session conducted. 6.5 Production Following end user training the production system will be fully enabled and made ready for daily operational use as of the scheduled date. Tyler and City of Seal Beach will follow the comprehensive action plan laid out during Go -Live Readiness to support go -live activities and minimize risk to the Project during go -live. Following go -live, Tyler will work with City of Seal Beach to verify that implementation work is concluded, post go -live activities are scheduled, and the transition to Client Services is complete for long-term operations and maintenance of the Tyler software. 6.5.1 Go -Live Following the action plan for Go -Live, defined in the Production Readiness stage, City of Seal Beach and Tyler will complete work assigned to prepare for Go -Live. City of Seal Beach provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final conversion iteration, if applicable. If defined in the action plan, City of Seal Beach manually enters any data added to the Legacy System after final data extract into the Tyler system. City of Seal Beach Tyler Technologies, Inc. Page / 34 Tyler staff collaborates with City of Seal Beach during Go -Live activities. City of Seal Beach transitions to Tyler software for day -to day business processing. Some training topics are better addressed following Go -Live when additional data is available in the system or based on timing of applicable business processes and will be scheduled following Go -Live per the Project Schedule. Objectives: ■ Execute day to day processing in Tyler software. ■ Client data available in Production environment. STAGE 5 Go -Live Acceptance Criteria [only] for Deliverables Tyler - Client RACI MATRIX KEY: Data is available in production environment Client confirms data is available in production environment R = Responsible LU A = Accountable C =Consulted J y =Informed a`0 o C U N v C v N a 0 M C O bD O Ln N '> LnC O = >= dA N ro E X W N 'o f0 Y !O C �O C mC.L Y cO i C L N to a) '` O Ln O (� C J _ C 4J rcco = C ru N J > v a� U1 d X fy0 U t0 U > U h0 cc� G c(a G G E O f0 U U X N U QJ O W c0 _ -U L U C N U 4J N 41 O O U c C ro U 4J O- -O U ;. W _ a _ Q cO G X W y Q. W U W Provide final source data extract, if applicable C C A R Final source data pushed into production environment, if A C R I C C C applicable Proof final converted data, if applicable C C C A R C Complete Go -Live activities as defined in C C C A R C I C the Go -Live action plan Provide Go -Live assistance A R C C I C C I C I C Inputs Comprehensive Action Plan for Go -Live Final source data (if applicable) Outputs / Acceptance Criteria [only] for Deliverables Deliverables Data is available in production environment Client confirms data is available in production environment Work package assumptions: ■ City of Seal Beach will complete activities documented in the action plan for Go -Live as scheduled. City of Seal Beach Tyler Technologies, Inc. Page 35 ■ External stakeholders will be available to assist in supporting the interfaces associated with the Go - Live live process. ■ The Client business processes required for Go -Live are fully documented and tested. • The City of Seal Beach Project team and subject matter experts are the primary point of contact for the end users when reporting issues during Go -Live. • The City of Seal Beach Project Team and SME's provide business process context to the end users during Go -Live. ■ The Tyler Go -Live support team is available to consult with the City of Seal Beach teams as necessary. ■ The Tyler Go -Live support team provides standard functionality responses, which may not be tailored to the local business processes. 6.5.2 Transition to Client Services This work package signals the conclusion of implementation activities for the Phase or Project with the exception of agreed-upon post Go -Live activities. The Tyler project manager(s) schedules a formal transition of City of Seal Beach onto the Tyler Client Services team, who provides City of Seal Beach with assistance following Go -Live, officially transitioning City of Seal Beach to operations and maintenance. Objectives: ■ Ensure no critical issues remain for the project teams to resolve. • Confirm proper knowledge transfer to City of Seal Beach teams for key processes and subject areas. STAGE 5 Transition to Client Services Tyler Client RACI MATRIX KEY: R = Responsible A = Accountable C = ConsultedCrro I =Informed a`, Cr > ) v a x -a pd f0 C C O QJ Op C O 1 _U ON C ' 1 � mo � m � W N N N Cr .0 Q) N U '` d to E O C J C (O a-� (Q +-+ C N J j C CU C Q/ E aw x (YO (O N O U � CC� G C v Z3 U- v v(a fl- LU w a t c Y U Q) a� O U a1 bo U w � a Y O Q1 U X w Q1 O n C ii (O U (n O- 0 o w Transfer client to Client Services and review issue reporting and I I A I I R I I C C C resolution processes Review long term maintenance and continuous A R C C C improvement Inputs Open item/issues List Outputs / Acceptance Criteria [only] for Deliverables Deliverables Client Services Support Document City of Seal Beach Tyler Technologies, Inc. Page / 36 Work package assumptions: ■ No material project issues remain without assignment and plan. 6.5.3 Post Go -Live Activities Some implementation activities are provided post -production due to the timing of business processes, the requirement of actual production data to complete the activities, or the requirement of the system being used in a live production state. Objectives: Schedule activities that are planned for after Go -Live. Ensure issues have been resolved or are planned for resolution before phase or project close. STAGE 5 Post Go -Live Activities Tyler Client RACI MATRIX KEY: R = Responsible Ui A = Accountable a5 C: y N C = Consulted OQ c D J I= Informed 2 0 Ubo > i f6 C co C O Z 00 M C O to U Z N C O �-+ E W n M a) m ro W a1 f0 2 U co L- O N Ln N U a in E O p C ra O J _ C ca �., ro c � j N E N E d X ip U M U p�j N a1 � U C N C� E s^ U1 V U N 41 d W (9 w 'O C L _ C U C N U 'p .� U bo C UC @ N L E E +� ccO U _N X O C ca Q 'O U v ._.- W 2 L W N d LL U O W Schedule contracted activities that are planned for delivery A R C C C C I C C I C C after go -live Determine resolution plan in preparation for phase or project close A R C C C 1 C C I C out Inputs I List of post Go -Live activities Outputs/ Acceptance Criteria [only) for Deliverables Deliverables Updated issues log Work package assumptions: • System is being used in a live production state. City of Seal Beach Tyler Technologies, Inc. Page l 37 6.5.4 Control Point 5: Production Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below: ■ Advancement to the Close stage is not dependent upon Tyler's receipt of this Stage Acceptance. • Converted data is available in production environment. Production Stage Acceptance Criteria: ■ All stage deliverables accepted based on criteria previously defined. • Go -Live activities defined in the Go -Live action plan completed. • Client services support document is provided. 6.6 Close The Close stage signifies full implementation of all products purchased and encompassed in the Phase or Project. City of Seal Beach transitions to the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Client Services). 6.6.1 Phase Closeout This work package represents Phase completion and signals the conclusion of implementation activities for the Phase. The Tyler Client Services team will assume ongoing support of City of Seal Beach for systems implemented in the Phase. Objectives: ■ Agreement from Tyler and City of Seal Beach teams that activities within this phase are complete. STAGE 6 Phase Close Out Tyler Client RACI MATRIX KEY: R = ResponsibleLU A = Accountable ° `o C = Consulted J I= Informed a`, 0 v ate, o N on [o C C O 00 C O cn aJ U .� rn o 'n C ,� E QJ dA c0 QJ m_ w rh o QJ N 'O r0 Z ro ro c is Y c O v Ln QJ U '` a Ln O ro C N J c ro Y to .� C M QJ J QJ NQJ E y I_ a x t*0 U �6 U Ln QJ = U C O QJ Y N U U N QJ a U a W M -p Cr t U C QJ U QJ Q) Q/ Y U QJ O l,J C C ro U _0 a a t U W d ru O ccU L U W N CL LL U ) O W Reconcile project budget and status of contract I A R I I C Deliverables Hold post phase review meetingC A R C C C C C C C C Release phase - dependent Tyler project A R I resources I I IH City of Seal Beach Tyler Technologies, Inc. v; ,, Participants Tyler Client Project Leadership Project Manager Project Manager Project Sponsor(s) Implementation Consultants Functional Leads, Power Users, Technical Leads Technical Consultants (Conversion, Deployment, Development) Client Services Inputs Contract Statement of Work Project artifacts Outputs / Acceptance Criteria [only] for Deliverables Deliverables Final action plan (for outstanding items) Reconciliation Report Post Phase Review Work package assumptions: • Tyler deliverables for the phase have been completed. 6.6.2 Project Closeout Completion of this work package signifies final acceptance and formal closing of the Project. At this time City of Seal Beach may choose to begin working with Client Services to look at continuous improvement Projects, building on the completed solution. Objectives: ■ Confirm no critical issues remain for the project teams to resolve. ■ Determine proper knowledge transfer to City of Seal Beach teams for key processes and subject areas has occurred. ■ Verify all deliverables included in the Agreement are delivered. STAGE 6 1 Project Close Out Client City of Seal Beach Tyler Technologies, Inc. Page / 39 RACI MATRIX KEY: Acceptance Criteria [only] for Deliverables Deliverables Post Project Report Client acceptance; Completed report indicating all project Deliverables and milestones have been completed R = Responsible Ui A = Accountable (ID `O fu v �^ C =Consulted 0o J N I= Informed !CO 2 C U°v 4 o v v C E N a C OOp O Ln > C O E 00 (O 00 ° w i U1 = ro + MC C o tp C L C O1 to N U '> O. V) O ro N J (O Y r0 C rp � j a) C CM G y W C Q X ip U M U N > > U Y C O 2 a 2 Y E i M U U v C N a U p C N a W M : -O L u C a� U a) v U O p U C C� o U -0 CL _0 S U LU M cOa G U W r) d LL V) w N Conduct post project A R C C C C C C C C C review Deliver post project report to City of Seal Beach and Tyler I A R I I C leadership Release Tyler project A R I I resources Inputs Contract Statement of Work Outputs/ Acceptance Criteria [only] for Deliverables Deliverables Post Project Report Client acceptance; Completed report indicating all project Deliverables and milestones have been completed Work package assumptions: • All project implementation activities have been completed and approved. ■ No critical project issues remain that have not been documented and assigned. ■ Final project budget has been reconciled and invoiced. ■ All Tyler deliverables have been completed. 6.6.3 Control Point 6: Close Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Note: Advancement to the Close Stage is not dependent upon Tyler's receipt of this Stage Acceptance. Close Stage Deliverables: • Post Project Report. Close Stage Acceptance Criteria: • Completed report indicating all Project deliverables and milestones have been completed. City of Seal Beach Tyler Technologies, Inc - , 7. General Assumptions Tyler and City of Seal Beach will use this SOW as a guide for managing the implementation of the Tyler Project as provided and described in the Agreement. There are a number of assumptions which, when acknowledged and adhered to, will support a successful implementation. Assumptions related to specific work packages are documented throughout the SOW. Included here are general assumptions which should be considered throughout the overall implementation process. 7.1 Project • Project activities will begin after the Agreement has been fully executed. ■ The City of Seal Beach Project Team will complete their necessary assignments in a mutually agreed upon timeframe in order to meet the scheduled go -live date, as outlined in the Project Schedule. ■ Sessions will be scheduled and conducted at a mutually agreeable time. ■ Additional services, software modules and modifications not described in the SOW or Agreement will be considered a change to this Project and will require a Change Request Form as previously referenced in the definition of the Change Control Process. ■ Tyler will provide a written agenda and notice of any prerequisites to the City of Seal Beach project manager(s) ten (10) business days or as otherwise mutually agreed upon time frame prior to any scheduled on-site or remote sessions, as applicable. ■ Tyler will provide guidance for configuration and processing options available within the Tyler software. If multiple options are presented by Tyler, City of Seal Beach is responsible for making decisions based on the options available. ■ Implementation of new software may require changes to existing processes, both business and technical, requiring City of Seal Beach to make process changes. ■ City of Seal Beach is responsible for defining, documenting and implementing their policies that result from any business process changes. 7.2 Organizational Change Management Unless otherwise contracted by Tyler, City of Seal Beach is responsible for managing Organizational Change. Impacted Client resources will need consistent coaching and reassurance from their leadership team to embrace and accept the changes being imposed by the move to new software. An important part of change is ensuring that impacted client resources understand the value of the change, and why they are being asked to change. 7.3 Resources and Scheduling ■ City of Seal Beach resources will participate in scheduled activities as assigned in the Project Schedule. ■ The City of Seal Beach team will complete prerequisites prior to applicable scheduled activities. Failure to do so may affect the schedule. ■ Tyler and City of Seal Beach will provide resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget. ■ Abbreviated timelines and overlapped Phases require sufficient resources to complete all required work as scheduled. City of sea! Beach Tyler Technologies, Inc. Page j 41 • Changes to the Project Schedule, availability of resources or changes in Scope will be requested through a Change Request. Impacts to the triple constraints (scope, budget and schedule) will be assessed and documented as part of the change control process. ■ City of Seal Beach will ensure assigned resources will follow the change control process and possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, change control process buy -in, and knowledge. ■ City of Seal Beach makes timely Project related decisions in order to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Failure to do so may affect the schedule, as each analysis and implementation session is dependent on the decisions made in prior sessions. ■ City of Seal Beach will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule. ■ City of Seal Beach will provide adequate meeting space or facilities, including appropriate system connectivity, to the project teams including Tyler team members. • For on-site visits, Tyler will identify a travel schedule that balances the needs of the project and the employee. 7.4 Data ■ Data will be converted as provided and Tyler will not create data that does not exist. ■ City of Seal Beach is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data. ■ Tyler will work closely with City of Seal Beach representatives to identify business rules before writing the conversion. City of Seal Beach must confirm that all known data mapping from source to target have been identified and documented before Tyler writes the conversion. ■ All in -scope source data is in data extract(s). ■ Each legacy system data file submitted for conversion includes all associated records in a single approved file layout. ■ The client will provide the legacy system data extract in the same format for each iteration unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget and resource availability may occur and/or data in the new system may be incorrect. ■ The City of Seal Beach Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler. ■ Client is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.) 7.5 Facilities • City of Seal Beach will provide dedicated space for Tyler staff to work with City of Seal Beach resources for both on-site and remote sessions. If Phases overlap, City of Seal Beach will provide multiple training facilities to allow for independent sessions scheduling without conflict. • City of Seal Beach will provide staff with a location to practice what they have learned without distraction. City of Seal Beach Tyler Technologies, Inc. Page / 42 S. Glossary ..... Acceptance Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria. ------- -------------- --- Accountable The one who ultimately ensures a task or deliverable is completed; the one who ensures the prerequisites of the task are met and who delegates the work to those responsible. [Also see RACI] Application A computer program designed to perform a group of coordinated functions, tasks or activities for the benefit of the user. Application Programming Interface (API) A defined set of tools/methods to pass data to and received data from Tyler software products Agreement This executed legal contract that defines the products and services to be implemented or performed. Business Process The practices, policy, procedure, guidelines, or functionality that the client uses to complete a specific job function. Business Requirements Document A specification document used to describe Client requirements for contracted software modifications. Change Request - — - - ---------------- A form used as part of the Change Control process whereby changes in the scope of work, timeline, resources, and/or budget are documented and agreed upon by participating parties. Change Management Guides how we prepare, equip and support individuals to successfully adopt change in order to drive organizational success & outcomes Code Mapping [where applicable] An activity that occurs during the data conversion process whereby users equate data (field level) values from the old system to the values available in the new system. These may be one to one or many to one. Example: Old System [Field = eye color] [values = BL, Blu, Blue] maps to New Tyler System [Field - Eye Color] [value = Blue]. Consulted Those whose opinions are sought, typically subject matter experts, and with whom there is two-way communication. [Also see RACI] Control Point This activity occurs at the end of each stage and serves as a formal and intentional opportunity to review stage deliverables and required acceptance criteria for the stage have been met. Data Mapping [where applicable] The activity determining and documenting where data from the legacy system will be placed in the new system; this typically involves prior data analysis to understand how the data is currently used in the legacy system and how it will be used in the new system. Deliverable A verifiable document or service produced as part of the Project, -------- ------ as defined in the work packages. ----------- Go-Live The point in time when the Client is using the Tyler software to conduct daily operations in Production. Informed Those who are kept up-to-date on progress, often only on completion of the task or deliverable, and with whom there is just one-way communication. [Also see RACIj City of Seal Beach Tyler Technologies, Inc. Page / 43 Infrastructure The composite hardware, network resources and services required for the existence, operation and management of the Tyler software. Interface A connection to and potential exchange of data with an external system or application. Interfaces may be one way, with data leaving the Tyler system to another system or data entering Tyler from another system, or they may be bi-directional with data both leaving and entering Tyler and another system. Integration A standard exchange or sharing of common data within the Tyler system or between Tyler applications Legacy System The software from which a client is converting. Modification Custom enhancement of Tyler's existing software to provide features or functions to meet individual client requirements documented within the scope of the Agreement. On-site Indicates the work location is at one or more of the client's physical office or work environments. Organizational Change The process of changing an organization's strategies, processes, procedures, technologies, and culture, as well as the effect of such changes on the organization. Output A product, result or service generated by a process. Peripheral devices An auxiliary device that connects to and works with the computer in some way. Some examples: scanner, digital camera, printer. Phase A portion of the Project in which specific set of related applications are typically implemented. Phases each have an independent start, Go -Live and closure dates but use the same Implementation Plans as other Phases of the Project. Phases may overlap or be sequential and may have different Tyler resources assigned. Project The delivery of the software and services per the agreement and the Statement of Work. A Project may be broken down into multiple Phases. RACI A matrix describing the level of participation by various roles in completing tasks or Deliverables for a Project or process. Individuals or groups are assigned one and only one of the following roles for a given task: Responsible (R), Accountable (A), Consulted (C), or Informed (I). Remote Indicates the work location is at one or more of Tyler's physical offices or work environments. Responsible Those who ensure a task is completed, either by themselves or delegating to another resource. [Also see RACI] Scope Products and services that are included in the Agreement. Clty of Seal Beoch ?yier Technologies, inc. Pogo- r 44 Solution The implementation of the contracted software product(s) resulting in the connected system allowing users to meet Project goals and gain anticipated efficiencies. Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project. Standard Software functionality that is included in the base software (off- the-shelf) package; is not customized or modified. Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project -specific activities, services and Deliverables. System The collective group of software and hardware that is used by the organization to conduct business. Test Scripts The steps or sequence of steps that will be used to validate or confirm a piece of functionality, configuration, enhancement, or Use Case Scenario. Training Plan Document(s) that indicate how and when users of the system will be trained relevant to their role in the implementation or use of the system. Validation (or to validate) The process of testing and approving that a specific Deliverable, process, program or product is working as expected. Work Breakdown Structure (WBS) A hierarchical representation of a Project or Phase broken down into smaller, more manageable components. Work Package A group of related tasks within a project. City of Seal C?each Tyler ler.hnologies, Inc. Page 145 �. Part 4: Appendices 9, conversion Incode Utility Billing Conversion StandardJ Utility Billing - • Utility Contact Information • Utility Mailing and Billing Addresses • Utility Parcels • Account Master - (Average monthly payment, deposits, bank drafts, comments/notes) • Meters/Services • Transaction History— Includes current year plus one prior year • Read History Utility Billing — Legacy/Historical Views • Unlimited historical transactions provided by client can be converted by Tyler into historical views Incode Financials Conversion C?. ' J- General Ledger Standard Conversion Includes: • Full chart of accounts listing, descriptions, and corresponding account types • Element (segment) values and descriptions • Summarized budget figures for current fiscal year If Unlimited historical transactions as provided by client. NOTE: Training will be provided on how to import additional budget years from Excel. Arcounts Payable Standard Conversion Includes: • Vendor master information, address, primary contact, and NOTES • Unlimited historical transactions as provided by client. .:%. Personnel Management Standard Conversion Includes: • Basic employee information — employee master, address, primary contact, dates, phone numbers, dependents, NOTES • Employee Deductions & Taxes • Employee Direct Deposit Information • Employee Leave Balances Employee Retirement • Rates/Base Pay (salary / hourly compensation) • Unlimited historical transactions provided by client. NOTE: Employee positions/deductions will be created according to recommended best business practices. General Ledger Standard Conversion Includes: • Full chart of accounts listing, descriptions, and corresponding account types • Element (segment) values and descriptions • Unlimited historical transactions as provided by client. NOTE: Summarized budget figures for current fiscal year and historical years can be imported into the system from Excel. The client is ultimately responsible for producing the budget figures in Excel and verifying the results. Training will be provided on how to import budgets from Excel. NOTE: Summarized beginning balance sheet entries, as well as summarized fiscal year activity entries, can be imported into the system from Excel for the current year. The client is ultimately responsible for producing the entries in Excel and verifying the results. Training will be provided on how to import JE's from Excel. Accounts Payable Standard Conversion Includes: • Vendor master information, address, primary contact, and NOTES • Unlimited historical transactions as provided by client. NOTE: 1099 balances and non -1099 balances can be imported into the system using a standard import available to the client from Excel. The client will ultimately be responsible for creating the Excel spreadsheet and verifying the results. Training will be provided on how to import balances from Excel. '_-_.6 Personnel Management Standard Conversion Includes: Basic employee information — employee master, address, primary contact, dates, phone numbers, dependents, NOTES • Current direct deposit bank information • Federal and state tax withholding information • Unlimited historical transactions provided by client. NOTE: Employee positions/deductions will be created according to recommended best business practices. NOTE: Clients going live on payroll mid -calendar year will have the option to import or enter quarterly employee payroll history to meet federal and state reporting requirements giving the ability to create a single set of W -2's at calendar year end. The client will ultimately be responsible for entering in the quarterly employee payroll history and verifying the results. Training will be provided on how to enter in this information. .�.;' Community Development: Permits • Permit master basic information • Parcels and Addresses • Inspections — Converted to one legacy Inspection type. Original Inspection type will be visible in the workflow section ■ Sub -Permit Associations —Visible in workflow and attached records section • Fees — Converted to one legacy Fee type. Original Fee type will be visible in fees tab • Type — Converted to one legacy Permit type. Original Permit type will be converted as a memo custom field • Classification — Converted to one legacy Permit classification. Original Permit classification will be converted as a memo custom field • Notes • Payment and Fee history — Converted to one legacy Fee type • Converted as Memo Custom fields • Contacts and Contact Addresses • Type • Classification • Bonds and Escrow • Zones • Activities and Actions • Holds • Conditions .t. Business Management • Business entity • License master basic information • Contacts — Unique (keyed) contacts converted to global contacts • Non -keyed contacts converted to Memo Custom field ■ Parcel and Addresses • Inspections — Converted to one legacy Inspection type. Original Inspection type will be visible in the workflow section Fees Holds Conditions • Notes • Contractors • Business Types & NAICS codes • Payment and Fee history • Converted as memo custom fields o Bonds and Escrow o Activities and Actions Community Development: Cede Cases • Code Case master basic information • Parcels and Addresses • Inspections — Converted to one legacy Inspection type. Original Inspection type will be visible in the workflow section • Violations — Converted to one legacy Violation type. Original Violation type will be visible in the workflow section • Fees — Converted to one legacy Fee type. Original Fee type will be visible in fees tab • Type — Converted to one legacy Code type. Original Code type will be converted as a memo custom field • Notes • Payment and Fee history — Converted to one legacy Fee type • Converted as memo custom fields o Contacts and Contact Addresses o Type o Bonds and Escrow o Zones o Activities and Actions o Holds o Conditions _5'.'.10fCommunity Development: Plans • Plan master basic information • Parcels and Addresses • Inspections — Converted to one legacy Inspection type. Original Inspection type will be visible in the workflow section • Fees — Converted to one legacy Fee type. Original Fee type will be visible in fees tab • Type — Converted to one legacy Plan type. Original Plan type will be converted as a memo custom field • Classification — Converted to one legacy Plan classification. Original Plan classification will be converted as a memo custom field • Notes • Payment and Fee history — Converted to one legacy Fee type • Converted as memo custom fields o Contacts and Contact Addresses o Type o Classification o Bonds and Escrow o Zones o Activities and Actions o Holds o Conditions 10. Additional Appendices 10.1 Intentionally left blank. 11. Project Timeline 11.1 Incode Financial Management Timeline I •...'. tyler Implementation Schedule: Incode Financial Management Implementation IU Task Name M-1 Ml M2 M3 I M4 M5 I M6 M7 I M8 I M9 M10 Mll M12 M13 M14 I M15 M16 Incode Financial Management 11 �1 y.. Stage 1: Initiate and Plan (All applications) Stage 2: Assess & Define• Stage 3: Prepare Solution Stage 4: Production Readiness Stage 5: Production Stage 6: Close Project Complete This timeline is an example. Please use it as a general guide ONLY. Its purpose is to demonstrate the order in which various products are typically implemented and the potential overlap of stages for each phase The exact timing of each deliverable depends on many factors including, but not limited to, the client's ability to commit resources to the project, client blackout dates, and the alignment of client business practices with Tyler implementation methodology. Tyler makes no guarantees that implementation schedules will align with this example. City of Seal Beach Tyler Technologies, Inc. Page l 50 11.2 Incode Utility Billing Timeline ---- --------- -- ----- •.•.•. tyleC Implementation Schedule: Incode Utility Billing Implementation ID Task Name M-1 M1 M2 M3 I M4 MS I M6 M7 I MS I M9 I M10 M11 M12 M13 M14 M15 M16 Incode Utility Billing r1 Stage 1: Initiate and Plan (All applications) Stage 2: Assess & Define Stage 3: Prepare Solution Stage 4: Production Readiness stage 5: Production Stage 6: close Project Complete This timeline is an example. Please use it as a general guide...ONLY. Its purpose is to demonstrate the order in which various products are typically implemented and the potential overlap of stages for each phase. The exact timing of each deliverable depends on many factors including, but not limited to, the client's ability to commit resources to the project, client blackout dates, and the alignment of client business practices with Tyler implementation methodology. Tyler makes no guarantees that implementation schedules will align with this example. City of Seal Beach Tyler Technologies, Inc. Page l 51 11.3 MyCivic Timeline •.�.'. ty er Implementation Schedule: MyCivic Implementation ID Task Name M-1 Ml I M2 I M3 M4MS I M6 I M7 I MS I M9 M10 M11 M12 1 M13 M14 M15 M16 MyCivic 1 j M } ^ j Stage 1: Initiate and Plan (All applications) Stage 2: Assess & Define Stage 3: Prepare Solutionrl Stage 4: Production Readiness Stage 5: Production Stage 6: Close Project Complete This timeline is an example. Please use it as a general guide ONLY. Its purpose is to demonstrate the order in which various products are typically implemented and the potential overlap of stages for each phase. The exact timing of each deliverable depends on many factors including, but not limited to, the client's ability to commit resources to the project, client blackout dates, and the alignment of client business practices with Tyler implementation methodology. Tyler makes no guarantees that implementation schedules will align with this example. 11.4 Intentionally left blank. City of Seal Beach Tyler Technologies, Inc. Page If 52 Exhibit F Y Exhibit F Web Services -Hosted Application Terms Tyler Technologies, Inc. will provide you with the hosted applications indicated in the Investment Summary. The terms and conditions contained in this document only apply to our provision of those applications. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. 1. Hosted Applications. We will provide you with any of the following hosted applications as indicated in the Investment Summary. 1.1. Web Services: Our Web Services are designed to enable you to easily establish a presence on the Internet. Our Web Hosting and Design is composed of our Web Hosting and Design Publishing Component and other miscellaneous components. These components may be used independently or in conjunction with each other. 1.2. Utility Billing On -Line: Our Utility Billing On -Line Component allows you to make available certain information from your utility billing system to citizens with Internet access. This information is posted to your web site, which is hosted on our web server. With the proper security clearance, citizens with Internet access have access to the data which can include: Consumption information, service level information, requests for service, accounting information and the opportunity to pay their Utility Bill over the Internet using a credit card. 1.3. Court On -Line: Our Court On -Line Component provides the ability for municipal court fines to be paid by credit card via the Internet. This system interfaces seamlessly with our Incode Municipal Court System. 1.4. On -Line Records Search: Our On -Line Records Search Component allows you to display citations and/or docket information. The website can be available for public view or locked down to secured access only. This system interfaces seamlessly with our INCODE Municipal Court System. 1.5. Building Projects On -Line: Our Building Projects On -Line Component allows you to make available certain information from your building projects system to citizens with Internet access. This information is posted to your web site, which is hosted on our web server. With the proper security clearance, citizens with Internet access have access to the data which can include: Building project status, inspection results, inspection scheduling and the opportunity to pay their building projects over the Internet using a credit card. 1.6. Business License On -Line: Our Business License On -Line Component allows you to make available certain information from your business license system to citizens with Internet access. This information is posted to your web site, which is hosted on our web server. With the proper 4 1 Exhibit F security clearance, citizens with Internet access have access to the data which can include: business license status, business license renewal and the opportunity to pay their business license over the Internet using a credit card. 1.7. Accounts Receivable On -Line: Our Accounts Receivable On -Line Component allows you to make available certain information from your accounts receivable system to citizens with Internet access. This information is posted to your web site, which is hosted on our web server. With the proper security clearance, citizens with Internet access have access to the data which can include: current balance, contract status, and the opportunity to pay the accounts receivable over the Internet using a credit card. 1.8. Call Center On -Line: Our Call Center On -Line Component allows you to make available certain information from your call center system to citizens with Internet access. This information is posted to your web site, which is hosted on our web server. With the proper security clearance, citizens with Internet access have access to the data which can include: current and past incidents, create a new incident and view status of incident. 1.9. Property Tax On -Line: Our Property Tax On -Line Component allows you to make available certain information from your Property Tax System to citizens with Internet access. This information is posted to your web site, which is hosted on our web server. With the proper security clearance, citizens with Internet access have access to the data which can include: parcel number, receipt number, tax amount due, and the opportunity to pay the Property Tax over the Internet using a credit card. 1.10.Sa/es Tax On -Line: Our Sales Tax On -Line Component allows you to make available certain information from your Sales Tax System to citizens with Internet access. This information is posted to your web site, which is hosted on our web server. With the proper security clearance, citizens with Internet access have access to the data to pay outstanding Sales Tax balances over the Internet using a credit card. 1.11 -Code Enforcement Online: Our Code Enforcement Online component allows you to make available certain information from your code enforcement system to citizens with Internet access. This information is posted to your website, which is hosted on our web server. With the proper security clearance, citizens with Internet access have access to data which can include: Incident Status, Incident Results. 2. Term. We will grant you access to the hosted applications provided you timely pay all associated fees. The term of your subscription will commence on the Effective Date and will continue for five (5) years. Thereafter, the term will be automatically extended in separate one (1) year periods. Either party may cancel this subscription to the hosted applications upon sixty (60) days written notice to the other. 3. Nature of Website. We shall maintain a website for you, allowing a user to access relevant data provided by you. This data may include information from your Tyler Software system. This website will be capable of accepting payments via Secured Socket Layer (SSL) encryption and credit card or debit card charge. 4. Data Procurement. You must set up a merchant account with Electronic Transaction System Corporation or authorized.net to be solely used for our Web Service transactions. The merchant account must be set up to fund to your bank account. You are responsible for all fees and expenses of y Pj Exhibit F the merchant account. You must install and run Tyler Web Services to allow us to transfer the necessary data from your system to our servers on a real time basis. Certain information, such as payment information, must be conveyed to you. We will be responsible for transferring such information to you on a regular basis. Tyler Web Services requires a dedicated IP address; assignment of this address is your responsibility. While we assume responsibility for data transfer, we are not responsible for accuracy of data transferred. 5. Limited License. Your license to use the hosted applications will automatically terminate upon cancellation of this subscription, or upon your failure to timely pay fees or otherwise comply with these terms and conditions. 6. Ownership of Data. All data you provide to us for the purposes of generating the website shall remain your property. Should you terminate your subscription, we shall return to you any such data in our possession. 7. Fees. You agree to pay the initial fee and annual subscription fees as stated in the Investment Summary and in accordance with our Invoicing and Payment Policy. We may increase the per -transaction fee for online payment no more than once per year with sixty (60) days prior written notice. 3 y i"1 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) X COMMERCIAL GENERAL LIABILITY 2/12/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NCONT AMEACT Moira Crosby Hays Companies Inc. PHONE FAX 133 Federal Street, 4th Floor A/C No Ext), A1C No): E-MAIL mcrosb @ha scorn companies com ADDRESS: y y P INSURERS AFFORDING COVERAGE NAIC # Boston MA 02110 11000,000 MED EXP (Any one person) $ INSURERA:Hartford Fire Insurance Comp ny 19682 INSURED INSURER B: Hartford Casualt m Insurance Coan 29424 Tyler Technologies, Inc. INSURERC:Llo ds of London Syndicates 4000 & 5101 Tennyson Parkway INSURER D: 9667 & INSURER E: 1686 Plano TX 75024 INSURER F: COVERAGES CECC nl PTICIATAnn DI= .nn '_" " " "� •" ". ` `� _—, "C 7z1B REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TN SR ADDL SUER LTR TYPE OF INSURANCE POLICY EFF POLICY EXP 1= WVD POLICY NUMBER MM/DD/YYYYI (MM/DDfYYYYJ LIMITS X COMMERCIAL GENERAL LIABILITY A CLAIMS -MADE a] OCCUR X 08UENAY8572 4/1/2020 4/1/2021 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ 11000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY S 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE S 2,000,000 110TIER: LICY F—]PRO ❑ JECT LOCPRODUCTS-COMP/OPAGG S 2,000,000 $ A AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIREDAUTOS X NON -OWNED AUTOS X 08UENAY8572 4/1/2020 4/1/2021 COMBINED SINGLE LIMIT Ea accident S 1,000,000 BODILY INJURY (Per person) S BODILY INJURY (Per accident) S PROPERTY DAMAGE S Per accident $ X UMBRELLA LIAB X OCCUR B EXCESS LAB CLAIMS -MADE EACH OCCURRENCE S 25,000,000 DED RETENTIONS X 08XHUAZ8392 4/1/2020 4/1/2021 WORKERS COMPENSATION AGGREGATE S S 25,000,000 AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETORiPARTN ER/EXECUTIVE B OFFICER/MEMBER EXCLUDED? ❑ N /A (Mandatory in NH) 08WEeL5271 4/1/2020 4/1/2021 Ifyes. describe under DESCRIPTION OF OPERATIONS below }{ PER OTH- STATUTE ER E.L. EACH ACCIDENT S E, L. DISEASE - EA EMPLOYEE $ 1,000,000 1,000,000 C Cyber /Privacy Prof Liab B0621PTYLE000220 12/17/2020 12/17/2021 C Cyber/Privacy Prof Liab H0621PTYLE000320 12/17/2020 12/17/2021 E.L. DISEASE - POLICY LIMIT S Primary Limit Excess L—t 1,000,000 $10,000,000 $10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City Of Seal Beach is Additional Insured under the general liability, auto and umbrella policies where required by written contract. CERTIFICATE HOLDER CANCELLATION City of Seal Beach 211 8th St Seal Beach, CA 90740-6379 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ames Hays/CEMITC © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 (201401) RESOLUTION 7110 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A SOFTWARE AS A SERVICE AGREEMENT WITH TYLER TECHNOLOGIES, INC. FOR FINANCIAL AND LAND MANAGEMENT SOFTWARE AND SERVICES WHEREAS, pursuant to the Seal Beach City Charter, Seal Beach Municipal Code Chapter 3.20 establishes a central purchasing system including procedures for competitive bidding and exemptions from competitive bidding; and WHEREAS, the City of Seal Beach has determined that the City must immediately replace its financial software and land management system because its current system is outdated and will be made obsolete due to changes in technology; and WHEREAS, the City became aware of the full scope of this obsolescence and need to replace software when Microsoft announced a software update early in 2021, creating a critical need for an emergency software replacement; and WHEREAS, Seal Beach Municipal Code Section 3.20.025 provides for an exemption from bidding requirements for purchases in certain circumstances, including the purchase of a commodity (software and systems) that can be only obtained from one vendor and, separately, emergency purchases and, separately, the purchase of professional services, all of which apply to this situation based on information in the staff report from the Finance Director; and WHEREAS, the City worked with its technology consultant to develop a request for proposals for a new online finance software system with expanded functionality and current technology and the ability to support the City's needs in the future; and WHEREAS, the City determined that Tyler Technologies, Inc. is uniquely qualified to provide its financial software and land management system as an online software service that will serve the needs of the City based on price and functionality and, most important, timeliness; and WHEREAS, based on these factors, it is essential that the City enter into a five-year Software as a Service Agreement ("Agreement") with Tyler Technologies, Inc., which includes system administration, system management, and system monitoring activities, including but not limited to software configuration, data conversion, implementation, training, service, and access to system upgrades. After the initial five-year term, the Agreement will automatically renew for additional one-year terms until terminated by either party providing notice of termination not less than sixty (60) days prior to the end of the then -current term; and WHEREAS, the first year costs include the first-year SAAS configuration and implementation of $223,770, first-year staff augmentation/contingency for $44,754, and an ongoing annual subscription service of $175,745, for a total not - to -exceed cost of $444,269 (collectively "First Year Costs"). NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE.- SECTION ESOLVE: SECTION 1. the City Council hereby approves Budget Amendment No. BA 21- 08-01 to modify the Fiscal Year 2020/2021 budget as follows: SECTION 2. The City Council hereby approves that Software as a Service Agreement for Tyler Incode Financial Software and Tyler Energov Land Management between the City of Seal Beach and Tyler Technologies, Inc., in an amount not to exceed $444,269 for First -Year Costs, including: one-time SAAS configuration and implementation costs of $223,770, first-year staff augmentation/contingency for $44,754, and an ongoing annual subscription service of $175,745, for a total not -to -exceed cost of $444,269 for the First Year Costs, as set forth in Exhibit "A", attached hereto and incorporated herein by this reference as though set forth in full. Adopted/ Revised Proposed Budget Description — Account Budget Budget Amendment General Fund — 001-080-47000 $9,475,372 $9,437,276 ($38,096) Transfers Out CIP CIP Fund — 045-000-31500 $11,290,507 $11,252,411 ($38,096) Transfers In CIP Fund — 045-333-49605 $10,230,907 $10,192,811 ($38,096) Capital Projects Project BG 1504 Water Fund — 019-950-49605 $9,479,839 $9,531,248 $51,409 Capital Projects Project BG 1504 Sewer Fund — 044-975-49605 $1,949,741 $2,001,150 $51,409 Capital Projects Project BG 1504 General Fund— 001-020-44000 $579,100 $655,640 $76,540 Contract Professional Water Fund — 017-900-44000 $389,112 $407,959 $18,847 Contract Professional Sewer Fund — 043-925-44000 $222,400 $241,247 $18,847 Contract Professional SECTION 2. The City Council hereby approves that Software as a Service Agreement for Tyler Incode Financial Software and Tyler Energov Land Management between the City of Seal Beach and Tyler Technologies, Inc., in an amount not to exceed $444,269 for First -Year Costs, including: one-time SAAS configuration and implementation costs of $223,770, first-year staff augmentation/contingency for $44,754, and an ongoing annual subscription service of $175,745, for a total not -to -exceed cost of $444,269 for the First Year Costs, as set forth in Exhibit "A", attached hereto and incorporated herein by this reference as though set forth in full. SECTION 3. The City Council hereby authorizes and directs the City Manager to execute the attached Agreement on behalf of the City in a form satisfactory to the City Attorney. PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the Stn day of February, 2021 by the following vote: AYES: Council Members: Kalm_ ick, Varipapa Moore Sustarsic Massa Lavitt NOES: Council Members: ABSENT: Council Members: ABSTAIN: Council Members: Joe Kalmick, Mayor AT T:.. Gloria D. Harps r, City Clerk , STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } 1, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7110 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular vli e ting held on the 8th day of February, 2021. Gloria D. Harp e City C rk----.--