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02-21-2020 License and Service Agreement Sourcewell Tyler Technologies1 LICENSE AND SERVICES AGREEMENT This License and Services Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Client is a member of Sourcewell (formerly known as National Joint Powers Alliance) (“Sourcewell”) under member number 173028 . WHEREAS, Tyler participated in the competitive bid process in response to Sourcewell RFP #110515 by submitting a proposal, on which Sourcewell awarded Tyler a Sourcewell contract, numbered 110515-TTI (hereinafter, the “Sourcewell Contract”); WHEREAS, documentation of the Sourcewell competitive bid process, as well as Tyler’s contract with and pricing information for Sourcewell is available at https://sourcewell-mn.gov/cooperative- purchasing/; and WHEREAS, Client desires to purchase off the Sourcewell Contract to procure financial, personnel, customer relationship, and content/document management software functionality from Tyler, which Tyler agrees to deliver pursuant to the Sourcewell Contract and under the terms and conditions set forth below; 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 License and Services Agreement. “Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B. “Client” means the Town of Avon, Colorado. “Data” means (a) your own data or information in your own databases or (b) your own data and information uploaded or submitted or transmitted by you in connection with your use of the Tyler Software and the specific file or output generated from the Tyler Software, if any, based upon your own data and information. “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 Named Users” means the number of named users that are authorized to use the EnerGov labeled modules. The Defined Named Users for the Agreement are as identified in the Investment Summary. 2  “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 software, products, and services attached as Exhibit A.  “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B.  “Maintenance and Support Agreement” means the terms and conditions governing the provision of maintenance and support services to all of our customers. A copy of our current Maintenance and Support Agreement is attached 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.  “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 – SOFTWARE LICENSE 1. License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. With respect to the “Energov” labeled modules, such use shall be limited to the number of Defined 3 Named Users, as defined herein. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. To the extent Client purchases MyGovPay/Virtual Pay, additional terms and conditions related to those applications are set forth at Exhibit D. 1.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties. 1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.6 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. 1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold. 1.8 Notwithstanding anything contained herein, we agree you shall retain all rights to Client Data. We disclaim all ownership and other rights as to Client Data, except any limited rights expressly granted by you in writing to allow us to analyze Client Data. 2. License Fees. You agree to pay us the license fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 3. Escrow. We maintain an escrow agreement with a third party under which we place the source code for each major release of the Tyler Software. You may be added as a beneficiary to the escrow agreement by completing a standard beneficiary enrollment form and paying the applicable annual beneficiary fee. You will be responsible for maintaining your ongoing status as a beneficiary, including payment of the then-current annual beneficiary fees. Release of source code for the Tyler 4 Software is strictly governed by the terms of the escrow agreement. 4. Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement. SECTION C – PROFESSIONAL SERVICES 1. Services. We will provide you the various implementation-related services itemized in the Investment Summary and described in the Statement of Work. 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours. 3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote. 4. Cancellation. We make all reasonable efforts to schedule our personnel for travel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments. 5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you. 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. You further agree to provide a reasonably suitable environment, location, and space for the installation of the Tyler Software and any Third Party Products, including, without limitation, sufficient electrical circuits, cables, and other reasonably necessary items required for the installation and operation of the Tyler Software and any Third Party Products. 5 7. 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). 8. 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. SECTION D – MAINTENANCE AND SUPPORT This Agreement includes the period of free maintenance and support services identified in the Invoicing and Payment Policy. If you have purchased ongoing maintenance and support services, and continue to make timely payments for them according to our Invoicing and Payment Policy, we will provide you with maintenance and support services for the Tyler Software under the terms of our standard Maintenance and Support Agreement. If you have opted not to purchase ongoing maintenance and support services for the Tyler Software, the Maintenance and Support Agreement does not apply to you. Instead, you will only receive ongoing maintenance and support on the Tyler Software on a time and materials basis. In addition, you will: (i) receive the lowest priority under our Support Call Process; (ii) be required to purchase new releases of the Tyler Software, including fixes, enhancements and patches; (iii) be charged our then-current rates for support services, or such other rates that we may consider necessary to account for your lack of ongoing training on the Tyler Software; (iv) be charged for a minimum of two (2) hours of support services for every support call; and (v) not be granted access to the support website for the Tyler Software or the Tyler Community Forum. SECTION E – THIRD PARTY PRODUCTS To the extent there are any Third Party Products set forth in the Investment Summary, the following terms and conditions will apply: 1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 2. Third Party Software. Upon payment in full of the Third Party Software license fees, you will receive a non-transferable license to use the Third Party Software and related documentation for your internal business purposes only. Your license rights to the Third Party Software will be governed by the Third Party Terms. 6 2.1 We will install onsite the Third Party Software. The installation cost is included in the installation fee in the Investment Summary. 2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party Software, you will be required to pay such additional future fee. 2.3 The right to transfer the Third Party Software to a replacement hardware system is governed by the Developer. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant or transfer the licenses 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 and all warranties 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. 5. Maintenance. If you have a Maintenance and Support Agreement in effect, you may report defects and other issues related to the Third Party Software directly to us, and we will (a) directly address the defect or issue, to the extent it relates to our interface with the Third Party Software; and/or (b) facilitate resolution with the Developer, unless that Developer requires that you have a separate, direct maintenance agreement in effect with that Developer. In all events, if you do not have a Maintenance and Support Agreement in effect with us, you will be responsible for resolving defects and other issues related to the Third Party Software directly with the Developer. SECTION F – INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you for all fees set forth in the Investment Summary per our Invoicing and Payment Policy, subject to Section F(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 forty-five (45) 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 7 complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within thirty (30) days of notice of our intent to do so. SECTION G – TERMINATION 1. 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 F(2). 1.1 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section I(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 I(3). 1.2 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of this Agreement for a period of forty-five (45) days or more. 1.3 Lack of Appropriations. If you should not appropriate or otherwise receive funds sufficient to purchase, lease, operate, or maintain the software or services set forth in this Agreement, 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 license and other fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience. SECTION H – 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 H(1) will not apply to the extent the claim or adverse final judgment is based on your: (a) use of a previous version of the Tyler Software and the claim would have been avoided had you installed and used the current version of the Tyler Software, and we provided notice of that requirement to you; (b) combining the Tyler Software with any product or device not provided, contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any modification by third parties at your direction or otherwise permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties; or (e) willful infringement, including use of the Tyler Software after we notify you to discontinue use due to such a claim. 8 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; (c) replace it with a functional equivalent; or (d) terminate your license and refund the license fees paid for the infringing Tyler Software, as depreciated on a straight-line basis measured over seven (7) years from the Effective Date. We will pursue those options in the order listed herein. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense. 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) PRIOR TO FORMAL TRANSITION TO MAINTENANCE AND SUPPORT, THE TOTAL ONE-TIME FEES SET FORTH IN THE INVESTMENT 9 SUMMARY; OR (B) AFTER FORMAL TRANSITION TO MAINTENANCE AND SUPPORT, THE THEN- CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. 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 H(1) AND H(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (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 I – GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date, and thereafter at our then-current list price, 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. 10 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. Tyler shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. By entering into this Agreement, Tyler certifies as of the date of this Agreement it does not knowingly employ or contract with an illegal alien who will perform work under the public contract for services and that Tyler will participate in the e-verify program or department program in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; 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. Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party, including any agent, sub- consultant or sub-contractor of Vendor. Absolutely no third-party beneficiaries are intended by this Agreement. Any third-party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. This provision does not affect the rights of third parties under any Third Party Terms. 11 11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. Invalidation of any of the provisions of this Agreement or any paragraph, sentence, clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any other provision of this Agreement. 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. We agree to not identify you in marketing presentations and promotional materials without your prior written authorization. 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; 12 (c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law. 18. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license. 19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado, without regard to its rules on conflicts of law. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County, Colorado including the United State District Court – District of Colorado. 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. No Waiver of Governmental Immunity. Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Client, its officials, employees, contractors, or agents, or any other person acting on behalf of the Client and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 23. Article X, Section 20 (TABOR). The parties understand and acknowledge that Avon is subject to Article X, Section 20 of the Colorado Constitution (“TABOR”). The parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Avon are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Avon s current fiscal period ending upon the next succeeding December 31. Financial obligations of Avon payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. Janet Joiner Vice President, Finance, LGD February 21, 2020 14 Address for Notices: Address for Notices: Tyler Technologies, Inc. Town of Avon One Tyler Drive PO Box 975 Yarmouth, ME 04096 Avon, CO 81620-0975 Attention: Chief Legal Officer Attention: Scott Wright, Finance Director Exhibit A 1 Exhibit A Investment Summary The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Exhibit A 2 Exhibit A 3 Exhibit B 1 Exhibit B Invoicing and Payment Policy We will provide you with the software and services set forth in the Investment Summary. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable license and services fees in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1. Tyler Software. 1.1 License Fees: License fees are invoiced as follows: (a) 25% on the Effective Date; (b) 60% on the date when we make the applicable Tyler Software available to you for downloading (the “Available Download Date”); and (c) 15% on the earlier of use of the Tyler Software in live production or 180 days after the Available Download Date. 1.2 Maintenance and Support Fees: Year 1 maintenance and support fees are waived through the earlier of (a) availability of the Tyler Software for use in a live production environment; or (b) one (1) year from the Effective Date. Year 2 maintenance and support fees, at our then-current rates, are payable on that earlier-of date, and subsequent maintenance and support fees are invoiced annually in advance of each anniversary thereof. Your fees for each subsequent year will be set at our then-current rates. 2. Professional Services. 2.1 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. 2.2 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they will be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery 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. 2.3 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis. Exhibit B 2 2.4 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in the Maintenance and Support Agreement. 2.5 Other Fixed Price Services: Except as otherwise provided, other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. Change Management Services: If you have purchased any change management services, those services will be invoiced in the following amounts and upon the following milestones: Acceptance of Change Management Discovery Analysis 15% Delivery of Change Management Plan and Strategy Presentation 10% Acceptance of Executive Playbook 15% Acceptance of Resistance Management Plan 15% Acceptance of Procedural Change Communications Plan 10% Change Management Coach Training 20% Change Management After-Action Review 15% 3. Third Party Products. 3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading. 3.2 Third Party Software Maintenance: The first-year maintenance fees for the Third Party Software, if any, is invoiced when we make that Third Party Software available to you for downloading. 3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery. 3.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary. 4. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available. Exhibit B 3 Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is: Bank: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA: 121000248 Account: 4124302472 Beneficiary: Tyler Technologies, Inc. – Operating Exhibit B Schedule 1 1 Exhibit B Schedule 1 Business Travel Policy 1. Air Travel A. Reservations & Tickets The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee’s total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee’s total trip duration, the connecting flight should be accepted. Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have many restrictions that outweigh the cost-savings. B. Baggage Fees Reimbursement of personal baggage charges are based on trip duration as follows: • Up to five (5) days = one (1) checked bag • Six (6) or more days = two (2) checked bags Baggage fees for sports equipment are not reimbursable. Exhibit B Schedule 1 2 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. Exhibit B Schedule 1 3 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem. Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required. A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Lunch and dinner Depart after 12:00 noon Return Day Dinner Return before 12:00 noon Breakfast Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows: Breakfast 15% Lunch 25% Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. Exhibit B Schedule 1 4 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. Exhibit C 1 Exhibit C Maintenance and Support Agreement We will provide you with the following maintenance and support services for the Tyler Software. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. 1. Term. We provide maintenance and support services on an annual basis. The initial term commences on the Effective Date and remains in effect for one (1) year. The term will renew automatically for additional one (1) year terms unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current term. We will adjust the term to match your first use of the Tyler Software in live production if that event precedes the one (1) year anniversary of the Effective Date. 2. Maintenance and Support Fees. Your year 1 maintenance and support fees for the Tyler Software are listed in the Investment Summary, and your payment obligations are set forth in the Invoicing and Payment Policy. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within thirty (30) days of our written notice. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended. 3. Maintenance and Support Services. As long as you are not using the Help Desk as a substitute for our training services on the Tyler Software, and you timely pay your maintenance and support fees, we will, consistent with our then-current Support Call Process: 3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (limited to the then-current version and the immediately prior version); provided, however, that if you modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the Tyler Software will be void; 3.2 provide telephone support during our established support hours; 3.3 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; 3.4 provide you with a copy of all major and minor releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 3.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with our then-current release life cycle policy. Exhibit C 2 4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and 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 a VPN for backup connectivity purposes. 5. Hardware and Other Systems. If you are a self-hosted customer and, in the process of diagnosing a software support issue, it is discovered that one of your peripheral systems or other software is the cause of the issue, we will notify you so that you may contact the support agency for that peripheral system. We cannot support or maintain Third Party Products except as expressly set forth in the Agreement. In order for us to provide the highest level of software support, you bear the following responsibility related to hardware and software: (a) All infrastructure executing Tyler Software shall be managed by you; (b) You will maintain support contracts for all non-Tyler software associated with Tyler Software (including operating systems and database management systems, but excluding Third-Party Software, if any); and (c) You will perform daily database backups and verify that those backups are successful. 6. Other Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (c) application design; (d) other consulting services; (e) maintenance and support of an operating system or hardware, unless you are a hosted customer; (f) support outside our normal business hours as listed in our then-current Support Call Process; or (g) installation, training services, or third party product costs related to a new release. Requested maintenance and support 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. 7. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this Exhibit C at Schedule 1. Exhibit C Schedule 1 1 Exhibit C Schedule 1 Support Call Process Support Channels Tyler Technologies, Inc. provides the following channels of software support: (1) Tyler Community – an on-line resource, Tyler Community provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (2) On-line submission (portal) – for less urgent and functionality-based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website. (3) Email – for less urgent situations, users may submit unlimited emails directly to the software support group. (4) Telephone – for urgent or complex questions, users receive toll-free, unlimited telephone software support. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website – www.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 Exhibit C Schedule 1 2 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 1 Critical Support incident that causes (a) complete application failure or application unavailability; (b) application failure or unavailability in one or more of the client’s remote location; or (c) systemic loss of multiple essential system functions. Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of the support incident. Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within one (1) business day. For non-hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. 2 High Support incident that causes (a) repeated, consistent failure of essential functionality affecting more than one user or (b) loss or corruption of data. Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the support incident. Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within ten (10) business days. For non-hosted customers, Tyler’s responsibility for loss or corrupted data is limited to assisting the client in restoring its last available database. 3 Medium Priority Level 1 incident with an existing circumvention procedure, or a Priority Level 2 incident that affects only one user or for which there is an existing circumvention procedure. Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of the support incident. Tyler shall use commercially reasonable efforts to resolve such support incidents without the need for a circumvention procedure with the next published maintenance update or service pack. For non-hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. Exhibit C Schedule 1 3 Priority Level Characteristics of Support Incident Resolution Targets 4 Non- critical Support incident that causes failure of non-essential functionality or a cosmetic or other issue that does not qualify as any other Priority Level. Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days. Tyler shall use commercially reasonable efforts to resolve such support 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. Exhibit D 1 Exhibit D 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 MyGovPay/VirtualPay 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. (5) 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 Exhibit D 2 Use Fees EnerGov’s MyGovPay (Online / card-not-present payments)** MyGovPay (Online Payments) MyGovPay (Online Payments) Percentage Based Fee + Transaction Fee Option 1: Government Entity Paid 2.79% $0.20 Option 2: Patron Paid 3.29% N/A **ACH processing is available for a fee of $20 per month and $0.30 per transaction. EnerGov’s VirtualPay (retail card present) VirtualPay (Retail Payments) Virtual Pay (Retail Payments) Percentage Based Fee + Transaction Fee Option 1: Government Entity Paid 2.59% $0.15 Option 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-party 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. Exhibit E 1 Exhibit E Statement of Work Revised: 1/24/2020 Statement of Work Tyler Technologies Prepared for: Town of Avon Scott Wright 100 Mikaela Way, Avon, CO 81620-0975 Prepared by: Eric Heaps 5519 53rd Street, Lubbock, TX 79414 Tyler Technologies, Inc. www.tylertech.com 2 / 56 Table of Contents 1 Executive Summary ............................................................................................................................... 5 1.1 Project Overview ........................................................................................................................... 5 1.2 Product Summary ......................................................................................................................... 5 1.3 Project Timeline ............................................................................................................................ 5 1.4 Project Methodology Overview .................................................................................................... 5 2 Project Governance............................................................................................................................... 6 2.1 Client Governance ......................................................................................................................... 6 2.1.1 Client Project Manager ......................................................................................................... 6 2.1.2 Steering Committee .............................................................................................................. 6 2.1.3 Executive Sponsor(s) ............................................................................................................. 7 2.2 Tyler Governance .......................................................................................................................... 7 2.2.1 Tyler Project Manager ........................................................................................................... 7 2.2.2 Tyler Implementation Management ..................................................................................... 7 2.2.3 Tyler Executive Management ............................................................................................... 7 2.3 Acceptance and Acknowledgment Process .................................................................................. 7 3 Overall Project Assumptions ................................................................................................................. 9 3.1 Project, Resources and Scheduling ............................................................................................... 9 3.2 Data Conversion .......................................................................................................................... 10 3.3 Data Exchanges, Modifications, Forms and Reports .................................................................. 10 3.4 Hardware and Software .............................................................................................................. 10 3.5 Education .................................................................................................................................... 11 4 Implementation Stages ....................................................................................................................... 12 4.1 Work Breakdown Structure (WBS) ............................................................................................. 12 4.2 Initiate & Plan (Stage 1) .............................................................................................................. 14 4.2.1 Tyler Internal Coordination & Planning .............................................................................. 14 4.2.2 System Infrastructure Planning ........................................................................................... 15 4.2.3 Project/Phase Planning ....................................................................................................... 16 4.2.4 Project Schedule ................................................................................................................. 17 4.2.5 Stakeholder Presentation ................................................................................................... 18 3 / 56 4.2.6 Control Point 1: Initiate & Plan Stage Acceptance .............................................................. 19 4.3 Assess & Define (Stage 2) ............................................................................................................ 20 4.3.1 Fundamentals Review ......................................................................................................... 20 4.3.2 Current/Future State Analysis ............................................................................................. 21 4.3.3 Data Conversion Planning & Mapping ................................................................................ 22 4.3.4 Standard 3rd Party Data Exchange Planning....................................................................... 23 4.3.5 Modification Analysis & Specification, if contracted .......................................................... 24 4.3.6 Forms & Reports Planning .................................................................................................. 25 4.3.7 System Deployment ............................................................................................................ 26 4.3.8 Control Point 2: Assess & Define Stage Acceptance ........................................................... 27 4.4 Build & Validate (Stage 3) ........................................................................................................... 29 4.4.1 Configuration & Power User Training ................................................................................. 29 4.4.2 Data Conversion & Validation ............................................................................................. 30 4.4.3 Standard 3rd Party Data Exchange Validation .................................................................... 31 4.4.4 Modification Delivery & Validation, if contracted .............................................................. 32 4.4.5 Forms & Reports Validation ................................................................................................ 33 4.4.6 Control Point 3: Build & Validate Stage Acceptance ........................................................... 34 4.5 Final Testing & Training (Stage 4) ............................................................................................... 35 4.5.1 Cutover Planning ................................................................................................................. 35 4.5.2 User Acceptance Testing (UAT) ........................................................................................... 36 4.5.3 End User Training ................................................................................................................ 37 4.5.4 Control Point 4: Final Testing & Training Stage Acceptance ............................................... 38 4.6 Production Cutover (Stage 5) ...................................................................................................... 39 4.6.1 Final Data Conversion, if applicable .................................................................................... 39 4.6.2 Production Processing & Assistance ................................................................................... 40 4.6.3 Transition to Tyler Support ................................................................................................. 41 4.6.4 Schedule Post-Production Services, if applicable ............................................................... 42 4.6.5 Control Point 5: Production Cutover Stage Acceptance ..................................................... 43 4.7 Phase/Project Closure (Stage 6) .................................................................................................. 44 4.7.1 Close Phase/Project ............................................................................................................ 44 4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance ................................................. 45 5 Roles and Responsibilities ................................................................................................................... 46 4 / 56 5.1 Tyler Roles and Responsibilities .................................................................................................. 46 5.1.1 Tyler Executive Management ............................................................................................. 46 5.1.2 Tyler Implementation Management ................................................................................... 46 5.1.3 Tyler Project Manager ......................................................................................................... 46 5.1.4 Tyler Implementation Consultant ....................................................................................... 47 5.1.5 Tyler Sales ........................................................................................................................... 48 5.1.6 Tyler Software Support ....................................................................................................... 48 5.2 Town Roles and Responsibilities ................................................................................................. 48 5.2.1 Town Executive Sponsor ..................................................................................................... 48 5.2.2 Town Steering Committee .................................................................................................. 48 5.2.3 Town Project Manager ........................................................................................................ 49 5.2.4 Town Functional Leads........................................................................................................ 50 5.2.5 Town Power Users .............................................................................................................. 51 5.2.6 Town End Users ................................................................................................................... 51 5.2.7 Town Technical Support ...................................................................................................... 51 5.2.8 Town Upgrade Coordinator ................................................................................................ 52 5.2.9 Town Project Toolset Coordinator ...................................................................................... 52 5.2.10 Town Change Management Lead ....................................................................................... 52 6 Incode Conversion Summary .............................................................................................................. 53 6.1 General Ledger – Chart of Accounts ........................................................................................... 53 6.2 General Ledger – Legacy/Historical Views .................................................................................. 53 6.3 Accounts Payable – Vendor Master ............................................................................................ 53 6.4 Accounts Payable – Legacy/Historical Views .............................................................................. 53 6.5 Personnel Management/Payroll - Standard ............................................................................... 53 6.6 Personnel Management/Payroll – Legacy/Historical Views ....................................................... 53 7 Glossary ............................................................................................................................................... 54 5 / 56 1 Executive Summary 1.1 Project Overview The Statement of Work (SOW) documents the Project Scope, methodology, roles and responsibilities, implementation Stages, and deliverables for the implementation of Tyler products. The Project goals are to offer Town of Avon the opportunity to make the Town more accessible and responsive to external and internal customer needs and more efficient in its operations through:  Streamlining, automating, and integrating business processes and practices  Providing tools to produce and access information in a real-time environment  Enabling and empowering users to become more efficient, productive and responsive  Successfully overcoming current challenges and meeting future goals 1.2 Product Summary Below, is a summary of the products included in this Project, as well as reference to the Town’s functional area utilizing the Tyler product(s). Refer to the Implementation Stages section of this SOW for information containing detailed service components. [PRODUCT] [APPLICATION] Incode Financials Incode Personnel Management Tyler Content Manager Document Management 1.3 Project Timeline The Project Timeline establishes a start and end date for each Phase of the Project. Developed during the Initiate & Plan Stage and revised as mutually agreed to, if needed, the timeline accounts for resource availability, business goals, size and complexity of the Project, and task duration requirements. 1.4 Project Methodology Overview Tyler bases its implementation methodology on the Project Management Institute’s (PMI) Process Groups (Initiating, Planning, Executing, Monitoring & Controlling, and Closing). Using this model, Tyler developed a 6-stage process specifically designed to focus on critical project success measurement factors. Tailored specifically for Tyler’s public sector clients, the project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to Scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the project methodology repeats consistently across Phases, and is scaled to meet the Town’s complexity, and organizational needs. 6 / 56 2 Project Governance The purpose of this section is to define the resources required to adequately establish the business needs, objectives, and priorities for the Project; communicate the goals to other project participants; and provide support and guidance to accomplish these goals. Project governance also defines the structure for issue escalation and resolution, Change Control review and authority, and organizational Change Management activities. The preliminary governance structure establishes a clear escalation path when issues and risks require escalation above the project manager level. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage. The path below illustrates an overall team perspective where Tyler and the Town collaborate to resolve project challenges according to defined escalation paths. In the event project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and the Town steering committee become the escalation points to triage responses prior to escalation to the Town and Tyler executive sponsors. As part of the escalation process, each project governance tier presents recommendations and supporting information to facilitate knowledge transfer and issue resolution. The Town and Tyler executive sponsors serve as the final escalation point. 2.1 Client Governance Depending on the Town’s organizational structure and size, the following governance roles may be filled by one or more people: 2.1.1 Client Project Manager The Town’s project manager(s) coordinate project team members, subject matter experts, and the overall implementation schedule and serves as the primary point of contact with Tyler. The Town project manager(s) will be responsible for reporting to the Town steering committee and determining appropriate escalation points. 2.1.2 Steering Committee The Town steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation of the Project’s value throughout the organization. Oversees the Town project manager(s) and the Project and through participation in regular internal meetings, the Town steering committee remains updated on all project progress, project decisions, and achievement of project milestones. The Town steering committee also provides support to the Town project manager(s) by communicating the importance of the Project to all impacted departments. The Town steering committee is responsible for ensuring the Project has appropriate resources, provides strategic direction to the project team, for making timely decisions on critical project issues or policy decisions. The Town steering committee also serves as primary level of issue resolution for the Project. 7 / 56 2.1.3 Executive Sponsor(s) The Town’s executive sponsor provides support to the Project by allocating resources, providing strategic direction, and communicating key issues about the Project and the Project’s overall importance to the organization. When called upon, the executive sponsor also acts as the final authority on all escalated project issues. The executive sponsor engages in the Project, as needed, in order to provide necessary support, oversight, guidance, and escalation, but does not participate in day-to-day project activities. The executive sponsor empowers the Town steering committee, project manager(s), and functional leads to make critical business decisions for the Town. 2.2 Tyler Governance 2.2.1 Tyler Project Manager The Tyler project manager(s) have direct involvement with the Project and coordinates Tyler project team members, subject matter experts, the overall implementation schedule, and serves as the primary point of contact with the Town. As requested by the Town, the Tyler project manager(s) provide regular updates to the Town’s steering committee and other Tyler governance members. 2.2.2 Tyler Implementation Management Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. Tyler project manager(s) consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler project manager(s) or with the Town management, as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level. The name(s) and contact information for this resource will be provided and available to the project team. 2.2.3 Tyler Executive Management Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process. This team member offers additional support to the project team and collaborates with other Tyler department managers, as needed, in order to escalate and facilitate implementation project tasks and decisions. The name(s) and contact information for this resource will be provided and available to the project team. 2.3 Acceptance and Acknowledgment Process All Deliverables and Control Points must be accepted or acknowledged following the process below. Acceptance requires a formal sign-off while acknowledgement may be provided without formal sign-off at the time of delivery. The following process will be used for accepting or acknowledging Deliverables and Control Points: 8 / 56  The Town shall have five (5) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept or acknowledge each Deliverable or Control Point. If the Town 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 Town does not agree the particular Deliverable or Control Point meets requirements, the Town 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 Town 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 Town does not provide acceptance or acknowledgement 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. 9 / 56 3 Overall Project Assumptions 3.1 Project, Resources and Scheduling  Project activities will begin after the Agreement has been fully executed.  The Town has the ability to allocate additional internal resources if needed. The Town also ensures the alignment of their budget and Scope expectations.  The Town and Tyler ensure that the assigned resources are available, they buy-into the change process, and they possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, buy-in, and knowledge.  Tyler and Town provide adequate resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget.  Abbreviated timelines and overlapped Phases can result in Project delays if there are not sufficient resources assigned to complete all required work as scheduled.  Changes to Project Plan, availability of resources or changes in Scope may result in schedule delays, which may result in additional charges to the Project.  Tyler provides a written agenda and notice of any prerequisites to the Town project manager(s) ten (10) business days prior to any scheduled on site or remote sessions.  Tyler provides notice of any prerequisites to the Town project manager(s) a minimum of ten (10) business days prior to any key deliverable due dates.  Town users complete prerequisites prior to applicable scheduled activities.  Tyler provides guidance for configuration and processing options available within the Tyler software. The Town is responsible for making decisions based on the options available.  In the event the Town may elect to add and/or modify current business policies during the course of this Project, such policy changes are solely the Town’s responsibility to define, document, and implement.  The Town makes timely Project related decisions in order to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Decisions left unmade may affect the schedule, as each analysis and implementation session builds on the decisions made in prior sessions.  Tyler considers additional services out of Scope and requires additional time and costs be requested via Change Request approved through the Change Control process. 10 / 56  The Town will respond to information requests in a comprehensive and timely manner, in accordance with the Project Plan. 3.2 Data Conversion  The Town is readily able to produce the data files needed for conversion from the Legacy System in order to provide them to Tyler on the specified due date(s).  Each Legacy System data file submitted for conversion includes all associated records in a single approved file layout.  The Town understands the Legacy System data extract(s) must be provided to Tyler in the same format each time unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget, and resource availability may occur and/or data in the new system may be incorrect.  During this process, the Town may need to correct data scenarios in the Legacy System prior to the final data pull. This is a complex activity and requires due diligence by the Town to ensure all data pulled includes all required data and the Tyler system contains properly mapped data. 3.3 Data Exchanges, Modifications, Forms and Reports  The Town ensures the 3rd party data received conforms to a Tyler standard format.  The 3rd party possesses the knowledge of how to program their portion of the interaction and understands how to manipulate the data received.  Client is on a supported, compatible version of the 3rd party software or Tyler standard Data Exchange tools may not be available.  The Town is willing to make reasonable business process changes rather than expecting the product to conform to every aspect of their current system/process.  Any Modification requests not expressly stated in the contract are out of Scope. Modifications requested after contract signing have the potential to change cost, Scope, schedule, and production dates for project Phases. Modification requests not in Scope must follow the Project Change Request process. 3.4 Hardware and Software  Tyler will initially Install the most current generally available version of the purchased Tyler software.  The Town will provide network access for Tyler modules, printers, and Internet access to all applicable Town and Tyler project staff. 11 / 56  The Town has in place all hardware, software, and technical infrastructure necessary to support the Project.  The Town’s system hardware and software meet Tyler standards to ensure sufficient speed and operability of Tyler software. Tyler will not support use of software if the Town does not meet minimum standards of Tyler’s published specifications. 3.5 Education  Throughout the Project lifecycle, the Town provides a training room for Tyler staff to transfer knowledge to the Town’s resources, for both onsite and remote sessions. The Town will provide staff with a location to practice what they have learned without distraction. If Phases overlap, the Town will provide multiple training facilities to allow for independent sessions scheduling without conflict.  The training room is set up in a classroom setting. The Town determines the number of workstations in the room. Tyler recommends every person attending a scheduled session with a Tyler Consultant or Trainer have their own workstation. However, Tyler requires there be no more than two (2) people at a given workstation.  The Town provides a workstation which connects to the Tyler system for the Tyler trainer conducting the session. The computer connects to a Town provided projector, allowing all attendees the ability to actively engage in the training session.  The Town testing database contains the Tyler software version required for delivery of the Modification prior to the scheduled delivery date for testing.  The Town is responsible for verifying the performance of the Modification as defined by the specification.  Users performing user acceptance testing (UAT) have attended all applicable training sessions prior to performing UAT. 12 / 56 4 Implementation Stages 4.1 Work Breakdown Structure (WBS) The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into smaller, more manageable components. The top-level components are called “Stages” and the second level components are called “work packages.” The work packages, shown below each Stage, contain the high-level work to be done. The detailed Project Plan, developed during Initiate & Plan and finalized during Assess & Define, will list the tasks to be completed within each work package. Each Stage ends with a “Control Point”, confirming the work performed during that Stage of the Project. 13 / 56 14 / 56 4.2 Initiate & Plan (Stage 1) The Initiate & Plan Stage creates a foundation for the Project through identification of Town and Tyler Project Management teams, development of implementation management plans, and the provision and discussion of system infrastructure requirements. Town participation in gathering information is critical. Tyler Project Management teams present initial plans to stakeholder teams at Stage end. 4.2.1 Tyler Internal Coordination & Planning Prior to Project commencement, Tyler management staff assigns project manager(s). Tyler provides the Town with initial Project documents used in gathering basic information, which aids in preliminary planning and scheduling. Town participation in gathering requested information by provided deadlines ensures the Project moves forward in a timely fashion. Internally, the Tyler project manager(s) coordinate with sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with the Town’s team. During this step, Tyler will work with the Town to establish the date(s) for the Project/Phase Planning session. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Tyler Internal Coordination & Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Assign Tyler project manager A R I I I Provide initial Project documents to Client A I R C I Sales to Implementation knowledge transfer A I R C Internal planning and phase coordination A R C 15 / 56 4.2.2 System Infrastructure Planning The Town provides, purchases or acquires hardware according to hardware specifications provided by Tyler and ensures it is available at the Town’s site. The Town completes the system infrastructure audit, ensuring vital system infrastructure information is available to the Tyler implementation team, and verifies all hardware compatibility with Tyler solutions. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 System Infrastructure Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Provide system hardware specifications I R A I C Make hardware available for Installation I C A R Install system hardware, if applicable I C A R Complete system infrastructure audit I C A R 16 / 56 4.2.3 Project/Phase Planning Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify Applications to implement in each Phase (if applicable), and discuss implementation timeframes. The Tyler project manager(s) deliver an Implementation Management Plan, which is mutually agreeable by Town and Tyler. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Project/Phase Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Perform Project/Phase Planning A R I C C I Deliver implementation management plan A R C C I 17 / 56 4.2.4 Project Schedule Client and Tyler will mutually develop an initial Project Schedule. The initial schedule includes, at minimum, enough detail to begin Project activities while the detailed Project Plan/schedule is being developed and refined. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Project Schedule TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Develop initial Project Schedule A R I C I I Deliver Project Plan and schedule for Project Phase A R I I I C C I I I Client reviews Project Plan & initial schedule C I A R C C C Client approves Project Plan & initial schedule I I A R C C I I I I I 18 / 56 4.2.5 Stakeholder Presentation Town stakeholders join Tyler project manager(s) to communicate successful Project criteria, Project goals, Deliverables, a high-level milestone schedule, and roles and responsibilities of Project participants. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Stakeholder Presentation TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Present overview of Project Deliverables, Project Schedule and roles and responsibilities A R I I I I C I I I I I I I Communicate successful Project criteria and goals I R C A C I I C I I 19 / 56 4.2.6 Control Point 1: Initiate & Plan Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the Assess & Define Stage is dependent upon Tyler’s receipt of the Stage Acceptance. 4.2.6.1 Initiate & Plan Stage Deliverables  Implementation Management Plan o Objective: Update and deliver baseline management plans to reflect the approach to the Town’s Project. o Scope: The Implementation Management addresses how communication, quality control, risks/issues, resources and schedules, and Software Upgrades (if applicable) will be managed throughout the lifecycle of the Project. o Acceptance criteria: Town reviews and acknowledges receipt of Implementation Management Plan.  Project Plan/Schedule o Objective: Provide a comprehensive list of tasks, timelines and assignments related to the Deliverables of the Project. o Scope: Task list, assignments and due dates o Acceptance criteria: Town acceptance of schedule based on Town resource availability and Project budget and goals. 4.2.6.2 Initiate & Plan Stage Acceptance Criteria  Hardware Installed  System infrastructure audit complete and verified  Implementation Management Plan delivered  Project Plan/Schedule delivered; dates confirmed  Stakeholder Presentation complete 20 / 56 4.3 Assess & Define (Stage 2) The primary objective of Assess & Define is to gather information about current Town business processes and translate the material into future business processes using Tyler Applications. Tyler uses a variety of methods for obtaining the information, all requiring Town collaboration. The Town shall provide complete and accurate information to Tyler staff for analysis and understanding of current workflows and business processes. 4.3.1 Fundamentals Review Fundamentals Review provides functional leads and Power Users an overall understanding of software capabilities prior to beginning current and future state analysis. The primary goal is to provide a basic understanding of system functionality, which provides a foundation for upcoming conversations regarding future state processing. Tyler utilizes a variety of methods for completing fundamentals training including the use of eLearning, videos, documentation, and walkthroughs. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Assess & Define TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Schedule fundamentals review & provide fundamentals materials & prerequisites, if applicable A R I C I I I Complete fundamentals materials review and prerequisites I A R I C Ensure all scheduled attendees are present I I A R C I Facilitate fundamentals review A R I I I 21 / 56 4.3.2 Current/Future State Analysis Town and Tyler evaluate current state processes, options within the new software, pros and cons of each option based on current or desired state, and make decisions about future state configuration and processing. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Current/Future State Analysis TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Provide Current/Future State analysis materials to the Town, as applicable A R I C I I Conduct Current & Future State analysis A R I C I C Provide pros and cons of Tyler software options A R I C I C Make Future State Decisions according to due date in the Project Plan I I C A R I C I Record Future State decisions A R I C I C 22 / 56 4.3.3 Data Conversion Planning & Mapping This entails the activities performed to prepare to convert data from the Town’s Legacy System Applications to the Tyler system. Tyler staff and the Town work together to complete Data Mapping for each piece of data (as outlined in the Agreement) from the Legacy System to a location in the Tyler system. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Data Conversion Planning & Mapping TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review contracted data conversion(s) options A R I C C C C Map data from Legacy System to Tyler system I C I A C C R Pull conversion data extract I I A C C R Run balancing Reports for data pulled and provide to Tyler I I A C R I Review and approve initial data extract A I C R I I Correct issues with data extract, if needed I C C A C C R 23 / 56 4.3.4 Standard 3rd Party Data Exchange Planning Standard Data Exchange tools are available to allow clients to get data in and out of the Tyler system with external systems. Data exchange tools can take the form of Imports and Exports, and Interfaces. A Standard Interface is a real-time or automated exchange of data between two systems. This could be done programmatically or through an API. It is Tyler’s responsibility to ensure the Tyler programs operate correctly. It is the Town’s responsibility to ensure the third party program operates or accesses the data correctly. The Town and Tyler Project Manager(s) will work together to define/confirm which Data Exchanges are needed (if not outlined in the Agreement). Tyler will provide a file layout for each Standard Data Exchange. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Standard 3rd Party Data Exchange Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review Standard or contracted Data Exchanges A R C I I C Define or confirm needed Data Exchanges I C A C C R 24 / 56 4.3.5 Modification Analysis & Specification, if contracted Tyler staff conducts additional analysis and develops specifications based on information discovered during this Stage. The Town reviews the specifications and confirms they meet Town’s needs prior to acceptance. Out of Scope items or changes to specifications after acceptance may require a Change Request. Tyler’s intention is to minimize Modifications by using Standard functionality within the Application, which may require a Town business process change. It is the responsibility of the Town to detail all of their needs during the Assess and Define Stage. Tyler will write up specifications (for Town approval) for contracted program Modifications. Upon approval, Tyler will make the agreed upon Modifications to the respective program(s). Once the Modifications have been delivered, the Town will test and approve those changes during the Build and Validate Stage. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Modification Analysis & Specification, if contracted TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Analyze contracted modified program requirements A C R C C I C C Develop specification document(s) A I C R I I I I Review specification document(s); provide changes to Tyler, if applicable I C C A R I C C Sign-off on specification document(s) and authorize work I I A R C I I C 25 / 56 4.3.6 Forms & Reports Planning Town and Tyler project manager(s) review Forms and Report needs. Items that may be included in the Agreement are either Standard Forms and Reports or known/included Modification(s). Items not included in the Agreement could be either Town-developed Reports or a newly discovered Modification that will require a Change Request. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Forms & Reports Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review required Forms output A R C I C I Review and complete Forms options and submit to Tyler I I A R C Review in Scope Reports A R I C C Identify additional Report needs I C A R C Add applicable tasks to Project schedule A R I C C I I I 26 / 56 4.3.7 System Deployment The Tyler Technical Services team Installs Tyler Applications on the server (hosted or client-based) and ensures the platform operates as expected. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 System Deployment TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Install contracted software on server A I R I C Ensure platform operates as expected A I R I C 27 / 56 4.3.8 Control Point 2: Assess & Define Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the Build & Validate Stage is dependent upon Tyler’s receipt of the Stage Acceptance. 4.3.8.1 Assess & Define Stage Deliverables  Completed analysis Questionnaire o Objective: Gather and document information related to Town business processes for current/future state analysis as it relates to Tyler approach/solution. o Scope: Provide comprehensive answers to all questions on Questionnaire(s). o Acceptance criteria: Town acceptance of completed Questionnaire based on thoroughness of capturing all Town business practices to be achieved through Tyler solution.  Data conversion summary and specification documents o Objective: Define data conversion approach and strategy. o Scope: Data conversion approach defined, data extract strategy, conversion and reconciliation strategy. o Acceptance criteria: Data conversion document(s) delivered to the Town, reflecting complete and accurate conversion decisions.  Modification specification documents, if contracted o Objective: Provide comprehensive outline of identified gaps, and how the modified program meets the Town’s needs. o Scope: Design solution for Modification. o Acceptance criteria: Town accepts Modified Specification Document(s) and agrees that the proposed solution meets their requirements.  Completed Forms options and/or packages o Objective: Provide specifications for each Town in Scope form, Report and output requirements. o Scope: Complete Forms package(s) included in agreement and identify Report needs. o Acceptance criteria: Identify Forms choices and receive supporting documentation.  Installation checklist o Objective: Installation of purchased Tyler software. o Scope: Tyler will conduct an initial coordination call, perform an installation of the software included in the Agreement, conduct follow up to ensure all tasks are complete, and complete server system administration training, unless the Town is hosted. o Acceptance criteria: Tyler software is successfully installed and available to authorized users, Town team members are trained on applicable system administration tasks. 4.3.8.2 Assess & Define Stage Acceptance Criteria  Tyler software is installed.  Fundamentals review is complete. 28 / 56  Required Form information complete and provided to Tyler.  Current/Future state analysis completed; Questionnaires delivered and reviewed.  Data conversion mapping and extractions completed and provided to Tyler. 29 / 56 4.4 Build & Validate (Stage 3) The objective of the Build & Validate Stage is to prepare the software for use in accordance with the Town’s needs identified during the Assess and Define Stage, preparing the Town for Final Testing and Training. 4.4.1 Configuration & Power User Training Tyler staff collaborates with the Town to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. Tyler staff will train the Town Power Users to prepare them for the Validation of the software. The Town collaborates with Tyler staff iteratively to Validate software configuration. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed  STAGE 3 Build & Validate TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Perform configuration A R I R I Power User process and Validation training A R I C I C I Validate configuration I C A C R C 30 / 56 4.4.2 Data Conversion & Validation Tyler completes an initial review of the converted data for errors. With assistance from the Town, the Tyler Data Conversion Team addresses items within the conversion program to provide the most efficient data conversion possible. With guidance from Tyler, the Town reviews specific data elements within the system and identifies and Reports discrepancies in writing. Iteratively, Tyler collaborates with the Town to address conversion discrepancies prior to acceptance. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed  STAGE 3 Data Conversion & Validation TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Write and run data conversion program against Client data A I C R C Complete initial review of data errors A I C R I I C Review data conversion and submit needed corrections I C I A C R C Revise conversion program(s) to correct error(s) A I C R I I C C 31 / 56 4.4.3 Standard 3rd Party Data Exchange Validation Tyler provides training on Data Exchange(s) and the Town tests each Data Exchange. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Standard 3rd Party Data Exchange Validation TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Train Data Exchange(s) processing in Tyler software A R C I I I C I Coordinate 3rd Party Data Exchange activities I I A C C R Test all Standard 3rd party Data Exchange(s) I C A C I R C 32 / 56 4.4.4 Modification Delivery & Validation, if contracted Tyler delivers in Scope Modification(s) to the Town for preliminary testing. Final acceptance will occur during the Final Testing and Training Stage. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Modification Delivery & Validation, if contracted TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Develop and deliver contracted modified program(s) A I C I R I C I C I C Test contracted modified program(s) in isolated database I C C A C R C Report discrepancies between specification and delivered contracted modified program(s) I I I A R C C Make corrections to contracted modified program(s) as required A I C I R I C C I 33 / 56 4.4.5 Forms & Reports Validation Tyler provides training on Standard Forms/Reports and the Town tests each Standard Form/Report. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Forms & Reports Validation TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Standard Forms & Report training A R I C C I Test Standard Forms & Reports I C C A C R C 34 / 56 4.4.6 Control Point 3: Build & Validate Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Final Testing & Training Stage is dependent upon Tyler’s receipt of the Stage Acceptance. 4.4.6.1 Build & Validate Stage Deliverables  Initial data conversion o Objective: Convert Legacy System data into Tyler system. o Scope: Data conversion program complete; deliver converted data for review. o Acceptance criteria: Initial error log available for review.  Data conversion verification document o Objective: Provide instructions to the Town to verify converted data for accuracy. o Scope: Provide self-guided instructions to verify specific data components in Tyler system. o Acceptance criteria: Town accepts data conversion delivery; Town completes data issues log.  Installation of Modifications on the Town’s server(s) *except for hosted Clients o Objective: Deliver Modification(s) in Tyler software. o Scope: Program for Modification is complete and available in Tyler software, Modification testing. o Acceptance criteria: Delivery of Modification(s) results in objectives described in the Town-signed specification.  Standard Forms & Reports Delivered o Objective: Provide Standard Forms & Reports for review. o Scope: Installation of all Standard Forms & Reports included in the Agreement. o Acceptance criteria: Standard Forms & Reports available in Tyler software for testing in Stage 4. 4.4.6.2 Build & Validate Stage Acceptance Criteria  Application configuration completed.  Standard Forms & Reports delivered and available for testing in Stage 4.  Data conversions (except final pass) delivered.  Standard 3rd party Data Exchange training provided.  Modifications delivered and available for testing in Stage 4.  The Town and Tyler have done a review of primary configuration areas to Validate completeness and readiness for testing and acceptance in Stage 4. 35 / 56 4.5 Final Testing & Training (Stage 4) During Final Testing and Training, Tyler and the Town review the final Cutover plan. A critical Project success factor is the Town understanding the importance of Final Testing and Training and dedicating the resources required for testing and training efforts in order to ensure a successful Production Cutover. 4.5.1 Cutover Planning Town and Tyler project manager(s) discuss final preparations and critical dates for Production Cutover. Tyler delivers a Production Cutover Checklist to outline Cutover tasks to help prepare the Town for success. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 Cutover Planning TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Cutover Planning Session A R C I C C C C C C Develop Production Cutover Checklist A R C I I C C I I C 36 / 56 4.5.2 User Acceptance Testing (UAT) The Town performs User Acceptance Testing to verify software readiness for day-to-day business processing. Tyler provides a Test Plan for users to follow to ensure proper Validation of the system. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 User Acceptance Testing (UAT) TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Deliver Test Plan for User Acceptance Testing A R C I I Perform User Acceptance Testing I C A R C C C I I C I Accept modified program(s), if applicable I I I A R C I C C Validate Report performance I C C A C R C 37 / 56 4.5.3 End User Training End Users attend training sessions to learn how to utilize Tyler software. Training focuses primarily on day-to-day Town processes that will be delivered via group training, webinar, eLearnings and/or live training sessions. Unless stated otherwise in the Agreement, Tyler provides one occurrence of each scheduled training or implementation topic with up to the maximum number of users as defined in the Agreement, or as otherwise mutually agreed. Town users who attended the Tyler sessions may train any Town users not able to attend the Tyler sessions or additional sessions may be contracted at the applicable rates for training. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 End User Training TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Conduct user training sessions A R C I I I I I Conduct additional End User training sessions I I A C I R I I I I 38 / 56 4.5.4 Control Point 4: Final Testing & Training Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Production Cutover Stage is dependent upon Tyler’s receipt of the Stage Acceptance. 4.5.4.1 Final Testing & Training Stage Deliverables  Production Cutover checklist o Objective: Provide a detailed checklist outlining tasks necessary for production Cutover. o Scope: Dates for final conversion, date(s) to cease system processing in Legacy System, date(s) for first processing in Tyler system, contingency plan for processing. o Acceptance criteria: Definition of all pre-production tasks, assignment of owners and establishment of due dates.  User Acceptance Test Plan o Objective: Provide testing steps to guide users through testing business processes in Tyler software. o Scope: Testing steps for Standard business processes. o Acceptance criteria: Testing steps have been provided for Standard business processes. 4.5.4.2 Final Testing & Training Stage Acceptance Criteria  Production Cutover Checklist delivered and reviewed.  Modification(s) tested and accepted, if applicable.  Standard 3rd party Data Exchange programs tested and accepted.  Standard Forms & Reports tested and accepted.  User acceptance testing completed.  End User training completed. 39 / 56 4.6 Production Cutover (Stage 5) Town and Tyler resources complete tasks as outlined in the Production Cutover Plan and the Town begins processing day-to-day business transactions in the Tyler software. Following Production Cutover, the Town transitions to the Tyler support team for ongoing support of the Application. 4.6.1 Final Data Conversion, if applicable The Town provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final data conversion. The Town may need to manually enter into the Tyler system any data added to the Legacy System after final data extract. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Final Data Conversion, if applicable TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Provide final data extract C I I A C I I I I R Provide final extract balancing Reports I I A C R I Convert and deliver final pass of data A I I R I I I C Validate final pass of data I C C I A C R C Load final conversion pass to Production environment I I I A C I C R 40 / 56 4.6.2 Production Processing & Assistance Tyler staff collaborates with the Town during Production Cutover activities. The Town transitions to Tyler software for day-to day business processing. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Production Processing & Assistance TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Production processing C C I I A R R R R R R I I Provide production assistance A R C I C C C C C C 41 / 56 4.6.3 Transition to Tyler Support Tyler project manager(s) introduce the Town to the Tyler Support team, who provides the Town with day- to-day assistance following Production Cutover. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Transition to Tyler Support TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Develop internal support plan I A R C C C C C C C Conduct transfer to Support meeting A I C R C C C C I I C I I 42 / 56 4.6.4 Schedule Post-Production Services, if applicable Tyler provides post-production services if included in the Agreement. Prior to scheduling services, the Tyler project manager(s) collaborate with Town project manager(s) to identify needs. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Schedule Post-Production Services, if applicable TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Identify topics for post-production services C C A R I C I Schedule services for post- production topics A R I C C I C I 43 / 56 4.6.5 Control Point 5: Production Cutover Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Phase/Project Closure Stage is dependent upon Tyler’s receipt of this Stage Acceptance. 4.6.5.1 Production Cutover Stage Deliverables  Final data conversion, if applicable o Objective: Ensure (in Scope) Legacy System data is available in Tyler software in preparation for production processing. o Scope: Final passes of all conversions completed in this Phase. o Acceptance criteria: Data is available in production environment.  Support transition documents o Objective: Define strategy for on-going Tyler support. o Scope: Define support strategy for day-to-day processing, conference call with Town Project Manager(s) and Tyler support team, define roles and responsibilities, define methods for contacting support. o Acceptance criteria: the Town receives tools to contact support and understands proper support procedures. 4.6.5.2 Production Cutover Stage Acceptance Criteria  Final data conversion(s) delivered.  Processing is being done in Tyler production.  Transition to Tyler support is completed.  Post-live services have been scheduled, if applicable. 44 / 56 4.7 Phase/Project Closure (Stage 6) Project or Phase closure signifies full implementation of all products purchased and encompassed in the Phase or Project. The Town moves into the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Support). 4.7.1 Close Phase/Project The Town and Tyler project manager(s) review the list of outstanding Project activities and develop a plan to address them. The Tyler project manager(s) review the Project budget and status of each contract Deliverable with the Town project manager(s) prior to closing the Phase or Project. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 6 Close Phase/Project TYLER CLIENT TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Client Executive Sponsor Client Steering Committee Client Project Manager Client Functional Leads Client Change Management Leads Client Power Users Client Department Heads Client End Users Client Technical Leads Client Project Toolset Coordinator Client Upgrade Coordinator Review outstanding Project activities and develop action plan A R C C C I C I C Review Project budget and status of contract Deliverables A R I I C 45 / 56 4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. This is the final acceptance for the Phase/Project. 4.7.2.1 Phase/Project Closure Stage Deliverables  Phase/Project reconciliation report o Objective: Provide comparison of contract Scope and Project budget. o Scope: Contract Scope versus actual, analysis of services provided and remaining budget, identify any necessary Change Requests or Project activity. o Acceptance criteria: Acceptance of services and budget analysis and plan for changes, if needed. 4.7.2.2 Phase/Project Closure Stage Acceptance Criteria  Outstanding Phase or Project activities have been documented and assigned.  Phase/final Project budget has been reconciled.  Tyler Deliverables for the Phase/Project are complete. 46 / 56 5 Roles and Responsibilities 5.1 Tyler Roles and Responsibilities Tyler assigns project manager(s) prior to the start of each Phase of the Project. The project manager(s) assign additional Tyler resources as the schedule develops and as needs arise. One person may fill multiple project roles. 5.1.1 Tyler Executive Management  Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying the Town’s overall organizational strategy.  Authorizes required project resources.  Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process.  Offers additional support to the project team and is able to work with other Tyler department managers in order to escalate and facilitate implementation project tasks and decisions.  Acts as the counterpart to the Town’s executive sponsor. 5.1.2 Tyler Implementation Management  Acts as the counterpart to the Town steering committee.  Assigns initial Tyler project personnel.  Works to resolve all decisions and/or issues not resolved at the Project Management level as part of the escalation process.  Attends Town steering committee meetings as necessary.  Provides support for the project team.  Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources.  Monitors project progress including progress towards agreed upon goals and objectives. 5.1.3 Tyler Project Manager The Tyler project manager(s) provides oversight of the Project, coordination of resources between departments, management of the project budget and schedule, effective risk and issue management, and is the primary point of contact for all Project related items.  Contract Management o Validates contract compliance throughout the Project. o Ensures Deliverables meet contract requirements. o Acts as primary point of contact for all contract and invoicing questions. o Prepares and presents contract milestone sign-offs for acceptance by Town project manager(s). o Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.  Planning 47 / 56 o Update and deliver Implementation Management Plan. o Defines project tasks and resource requirements. o Develops initial project schedule and full scale Project Plan. o Collaborates with Town project manager(s) to plan and schedule project timelines to achieve on-time implementation.  Implementation Management o Tightly manages Scope and budget of Project; establishes process and approval matrix with the Town to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. o Establishes and manages a schedule and resource plan that properly supports the Project Plan that is also in balance with Scope/budget. o Establishes risk/issue tracking/reporting process between the Town and Tyler and takes all necessary steps to proactively mitigate these items or communicates with transparency to the Town any items that may impact the outcomes of the Project. o Collaborates with the Town’s project manager(s) to establish key business drivers and success indicators that will help to govern project activities and key decisions to ensure a quality outcome of the project. o Sets a routine communication plan that will aide all project team members, of both the Town and Tyler, in understanding the goals, objectives, current status and health of the project.  Team Management o Acts as liaison between project team and Tyler manager(s). o Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing. o Provides direction and support to project team. o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward. o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan, task list, and Production Cutover Checklist. o Assesses team performance and adjusts as necessary. o Interfaces closely with Tyler developers to coordinate program Modification activities. o Coordinates with 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).  Performs problem solving and troubleshooting.  Follows up on issues identified during sessions.  Documents activities for on site services performed by Tyler.  Provides conversion Validation and error resolution assistance.  Recommends guidance for testing Forms and Reports.  Tests software functionality with the Town following configuration.  Assists during Production Cutover process and provides production support until the Town transitions to Tyler Support.  Provides product related education. 48 / 56  Effectively facilitates training sessions and discussions with Town and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time.  Conducts training (configuration, process, conversion Validation) for Power Users and the Town’s designated trainers for End Users.  Clearly documents homework tasks with specific due dates and owners, supporting and reconciling with the final Project Plan.  Keeps Tyler project manager(s) proactively apprised of any and all issues which may result in the need for additional training, change in schedule, change in process decisions, or which have the potential to adversely impact the success of the Project prior to taking action. 5.1.5 Tyler Sales  Provide sales background information to Implementation during Project initiation.  Support Sales transition to Implementation.  Provide historical information, as needed, throughout implementation. 5.1.6 Tyler Software Support  Manages incoming client issues via phone, email, and online customer incident portal.  Documents and prioritizes issues in Tyler’s Customer Relationship Management (CRM) system.  Provides issue analysis and general product guidance.  Tracks issues and tickets to timely and effective resolution.  Identifies options for resolving reported issues.  Reports and escalates defects to Tyler Development.  Communicates with the Town on the status and resolution of reported issues. 5.2 Town Roles and Responsibilities Town 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 Town Executive Sponsor  Provides clear direction for the Project and how the Project applies to the organization’s overall strategy.  Champions the Project at the executive level to secure buy-in.  Authorizes required Project resources.  Resolves all decisions and/or issues not resolved at the Town steering committee level as part of the escalation process.  Actively participates in organizational change communications. 5.2.2 Town Steering Committee  Works to resolve all decisions and/or issues not resolved at the project manager level as part of the escalation process.  Attends all scheduled steering committee meetings.  Provides support for the project team. 49 / 56  Assists with communicating key project messages throughout the organization.  Prioritizes the project within the organization.  Provides management support for the project to ensure it is staffed appropriately and staff have necessary resources.  Monitors project progress including progress towards agreed upon goals and objectives.  Has the authority to approve or deny changes impacting the following areas: o Cost o Scope o Schedule o Project Goals o Town Policies 5.2.3 Town Project Manager The Town shall assign project manager(s) prior to the start of this Project with overall responsibility and authority to make decisions related to project Scope, scheduling, and task assignment, and communicates decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the Town project manager(s) do not have the knowledge or authority to make decisions, he or she engages the correct resources from Town to participate in discussions and make decisions in a timely fashion to avoid Project delays.  Contract Management o Validates contract compliance throughout the Project. o Ensures invoicing and Deliverables meet contract requirements. o Acts as primary point of contact for all contract and invoicing questions. o Signs off on contract milestone acknowledgment documents. o Collaborates on and approves Change Requests, if needed, to ensure proper Scope and budgetary compliance.  Planning o Review and acknowledge Implementation Management Plan. o Defines project tasks and resource requirements for Town project team. o Collaborates in the development and approval of the initial Project Plan and Project Plan. o Collaborates with Tyler project manager(s) to plan and schedule Project timelines to achieve on-time implementation.  Implementation Management o Tightly manages Project budget and Scope and collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. o Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the Project Plan, as a whole, that is also in balance with Scope/budget. o Collaborates with Tyler Project manager(s) to establishes risk/issue tracking/reporting process between the Town and Tyler and takes all necessary steps to proactively mitigate 50 / 56 these items or communicates with transparency to Tyler any items that may impact the outcomes of the Project. o Collaborates with Tyler Project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the Project. o Routinely communicates with both Town staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the Project by all team members.  Team Management o Acts as liaison between project team and stakeholders. o Identifies and coordinates all Town resources across all modules, Phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices. o Provides direction and support to project team. o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward. o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan, task list, and Production Cutover Checklist. o Assesses team performance and takes corrective action, if needed. o Provides guidance to Town technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution. o Coordinates in Scope 3rd party providers to align activities with ongoing Project tasks. 5.2.4 Town Functional Leads  Makes business process change decisions under time sensitive conditions.  Communicates existing business processes and procedures to Tyler consultants.  Assists in identifying business process changes that may require escalation.  Attends and contributes business process expertise for current/future state analysis sessions.  Identifies and includes additional subject matter experts to participate in Current/Future State Analysis sessions.  Provides business process change support during Power User and End User training.  Completes performance tracking review with client project team on End User competency on trained topics.  Provides Power and End Users with dedicated time to complete required homework tasks.  Act as an ambassador/champion of change for the new process.  Identifies and communicates any additional training needs or scheduling conflicts to Town project manager.  Prepares and Validates Forms.  Actively participates in all aspects of the implementation, including, but not limited to, the following key activities: o Task completion o Stakeholder Presentation o Implementation Management Plan development o Schedule development o Maintenance and monitoring of risk register o Escalation of issues 51 / 56 o Communication with Tyler project team o Coordination of Town resources o Attendance at scheduled sessions o Change Management activities o Modification specification, demonstrations, testing and approval assistance o Conversion Analysis and Verification Assistance o Decentralized End User Training o Process Testing o User Acceptance Testing 5.2.5 Town Power Users  Participate in Project activities as required by the project team and project manager(s).  Provide subject matter expertise on Town business processes and requirements.  Act as subject matter experts and attend current/future state and validation sessions as needed.  Attend all scheduled training sessions.  Participate in all required post-training processes as needed throughout Project.  Participate in Conversion Validation.  Test all Application configuration to ensure it satisfies business process requirements.  Become Application experts.  Participate in User Acceptance Testing.  Adopt and support changed procedures.  Complete all Deliverables by the due dates defined in the Project Plan.  Demonstrate competency with Tyler products processing prior to Production Cutover.  Provide knowledge transfer to Town staff during and after implementation. 5.2.6 Town End Users  Attend all scheduled training sessions.  Become proficient in Application functions related to job duties.  Adopt and utilize changed procedures.  Complete all Deliverables by the due dates defined in the Project Plan.  Utilize software to perform job functions at and beyond Production Cutover. 5.2.7 Town Technical Support  Coordinates updates and releases with Tyler as needed.  Coordinates the copying of source databases to training/testing databases as needed for training days.  Extracts and transmits conversion data and control reports from Town’s Legacy System per the conversion schedule set forth in the Project Plan.  Coordinates and adds new users and printers and other Peripherals as needed.  Validates all users understand log-on process and have necessary permission for all training sessions.  Coordinates Interface development for Town third party Data Exchanges.  Develops or assists in creating Reports as needed.  Ensures onsite system hardware meets specifications provided by Tyler. 52 / 56  Assists with software Installation as needed. 5.2.8 Town Upgrade Coordinator  Becomes familiar with the Software Upgrade process and required steps.  Becomes familiar with Tyler’s releases and updates.  Utilizes Tyler Community to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the Town’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 Town and Tyler resources.  Communicates changes affecting users and department stakeholders.  Obtains department stakeholder sign-offs to upgrade production environment. 5.2.9 Town Project Toolset Coordinator  Ensures users have appropriate access to Tyler project toolsets such as Tyler University, Tyler Community, Tyler Product Knowledgebase, SharePoint, etc.  Conducts training on proper use of toolsets.  Validates completion of required assignments using toolsets. 5.2.10 Town Change Management Lead  Validates users receive timely and thorough communication regarding process changes.  Provides coaching to supervisors to prepare them to support users through the project changes.  Identifies the impact areas resulting from project activities and develops a plan to address them proactively.  Identifies areas of resistance and develops a plan to reinforce the change.  Monitors post-production performance and new process adherence. 53 / 56 6 Incode Conversion Summary 6.1 General Ledger – Chart of Accounts  Full chart of accounts listing, descriptions, and corresponding account types  Element (segment) values and descriptions 6.2 General Ledger – Legacy/Historical Views  Unlimited historical transactions provided by client can be converted by Tyler into historical views 6.3 Accounts Payable – Vendor Master  Vendor master information, address, primary contact, and notes 6.4 Accounts Payable – Legacy/Historical Views  Unlimited historical transactions provided by client can be converted by Tyler into historical views 6.5 Personnel Management/Payroll - Standard  Basic employee information – employee master, address, primary contact, dates, phone numbers, dependents, notes  Current direct deposit bank information  Federal and state tax withholding information 6.6 Personnel Management/Payroll – Legacy/Historical Views  Unlimited historical transactions provided by client can be converted by Tyler into historical views 54 / 56 7 Glossary Word or Term Definition Application A computer program designed to perform a group of coordinated functions, tasks or activities for the benefit of the user. Change Control A systematic approach for managing change governing how Change Requests will be received, assessed and acted on. Change Management An approach for ensuring that changes are thoroughly and smoothly implemented and that the lasting benefits of change are achieved. The focus is on the global impact of change with an intense focus on people and how individuals and teams move from the current situation to the new one. Change Request A form used as part of the Change Control process whereby changes in the Scope of work, timeline, resources, and/or budget are revised and agreed upon by participating parties. Consumables Items that are used on a recurring basis, usually by Peripherals. Examples: paper stock or scanner cleaning kits. Control Point Occurring at the end of each Stage, the Control Point serves as a formal client review point. Project progress cannot continue until the client acknowledges the agreed upon Deliverables of the Stage have been met or agree on an action plan to make the Deliverable acceptable and move to next Stage while executing final steps of current Stage. Cutover The point when a client begins using Tyler software in production. Data Exchange A term used to reference Imports and Exports, and Interfaces which allow data to be exchanged between an external system and Tyler software. Data Mapping The process of mapping fields from the Legacy System to the appropriate location in the new system from one or more sources. Deliverable A tangible or intangible object/document produced as a result of the Project that is intended to be delivered to a client (either internal or external) or vendor at a specific time. End User The person for whom the software is designed to use on a day-to-day basis. Forms A document which is typically printed on a template background and only captures data for one record per page. Forms are provided to entity customers whether internal (employees) or external (citizens). Imports and Exports A process within the system that a user is expected to run to consume (Import) or produce (Export) a specifically defined file format/layout. Interface A real-time or automated exchange of data between two systems. 55 / 56 Install References the initial installation of software files on client services and preparing the software for use during configuration. The version currently available for general release will always be used during the initial install. Legacy System The system from which a client is converting. Modification Modification of software program package to provide individual client requirements documented within the Scope of the Agreement. Peripherals An auxiliary device that connects to and works with the computer in some way. Examples: mouse, keyboard, scanner, external drive, microphone, speaker, webcam, and digital camera. Phase A portion of the Project in which specific set of related products are typically implemented. Phases each have an independent start, Production Cutover and closure dates but use the same Implementation Plans as other Phases within the Project. Phases may overlap or be sequential and may have the same Tyler project manager and Tyler project team or different individuals assigned. Power User An experienced client person or group who is (are) an expert(s) in the client business processes, as well as knowledgeable in the requirements and acceptance criteria. Project The Project includes all implementation activity from Plan & Initiate to Closure for all products, Applications and functionality included in a single Agreement. The Project may be broken down into multiple Phases. Project Plan The Project Plan serves as the master blueprint for the Project. As developed, the Project schedule will become a part of the Project Plan and outline specific details regarding tasks included in the Project Plan. Project Planning Meeting Occurs during the Plan & Initiate Stage to coordinate with the Client project manager to discuss Scope, information needed for project scheduling and resources. Questionnaire A document containing a list of questions to be answered by the client for the purpose of gathering information needed by Tyler to complete the implementation. RACI A chart describing level of participation by various roles in completing tasks or Deliverables for a Project or process. Also known as a responsibility assignment matrix (RAM) or linear responsibility chart (LRC). Reports Formatted to return information related to multiple records in a structured format. Information is typically presented in both detail and summary form for a user to consume. Scope Products and services that are included in the Agreement. 56 / 56 Software Upgrade References the act of updating software files to a newer software release. Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project and requires acknowledgement before continuing to the next Stage. Some tasks in the next Stage may begin before the prior Stage is complete. Stakeholder Presentation Representatives of the Tyler implementation team will meet with key client representatives to present high level Project expectations and outline how Tyler and the Client can successfully partner to create an environment for a successful implementation. Standard Included in the base software (out of the box) package. Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project -specific activities and Deliverables Tyler will provide to the client. Test Plan Describes the testing process. Includes “Test Cases” to guide the users through the testing process. Test cases are meant to be a baseline for core processes; the client is expected to supplement with client specific scenarios and processes. 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.