HomeMy WebLinkAbout2021 04 26 Consent 300 - Tyler Technologies / Energov – Permitting System • CONSENT AGENDA ITEM 300
n, CITY COMMISSION AGENDA I APRIL 26, 2021 REGULAR MEETING
1959
TITLE
Tyler Technologies / Energov- Permitting System
SUMMARY
Staff requests the authorization to enter into an agreement with Tyler
Technologies for three (3) years for software and implementation services for
the City's new online permitting system. The current online permitting
system, Project Dox, has not provided adequate results for the last several
years. The online system contains redundancy and lacks certain online
capabilities, such as online inspection scheduling. The current system also
suffers from failures on a continuous basis and the City is looking to
implement a more stable software system.
Staff plans to utilize these services provided by the Energov software to
reduce workload, eliminate redundancies, increase system stability, and
provide the public more online tools. The City is utilizing a piggybank contract
from St.John's County. The piggybank option allows for the City to move
forward without a Request for Proposal (RFP).
Energov is utilized by several local municipalities such as;
City of Sunrise City of Riviera Beach City of Fernandina Beach
Village of Wellington City of Deltona City of Jacksonville
City of Pembroke Pines Village of Miami Shores City of Kissimmee
City of Coral Springs St. Lucie County Marion County
Miami-Dade County City of Miami Gardens City of Marco Island
City of Miami Beach City of Hallandale City of Sanibel
Beach
City of North Miami City of Riviera Beach City of Bonita Springs
Beach
City of Cape Coral Miami Shores Village City of Melbourne
City of Pinellas Park City of Fort Myers North Bay Village
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The cost of Energov services is $116,000.00 for implementation and
$90,540.00 annually. There are also travel expenses of$28,900.00. The
contract is for three (3) years with an additional a renewal for two (2)
additional one (1) year renewal terms. The funding source is the development
services enterprise fund and will require an appropriation from fund balance.
Future year's maintenance costs will be budgeted in the operational
expenditures of the development services fund.
RECOMMENDATION
Staff recommends the City Commission consider the purchase and
replacement of the Cities current online permitting system Project Dox. Staff
also recommends the City enter into an agreement with Tyler Technologies
Inc. for three (3) years, with two (2) single year renewals for software and
implementation services of the City's new online permitting system, Energov,
in the amount of$116,000.00, plus reimbursement of estimated travel
expenses of $28,900.00. Additionally the ongoing software service fee will be
$90,540.00 annually. The total overall cost for year one is $206,540.
Staff also recommends authorization for the City Manager and City Attorney
to prepare and execute any and all applicable contract documents consistent
with this agenda item.
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PIGGYBACK RIDER AGREEMENT
THIS PIGGYBACK RIDER AGREEMENT ("Agreement") is made and entered as of the date of last
signature as indicated on the signature page below (the "Effective Date") between the CITY OF WINTER
SPRINGS,a Florida municipal corporation ("City'or"Client") and TYLER TECHNOLOGIES,INC.,a Delaware
corporation authorized to do business in the State of Florida with offices located at 2160 Satellite Blvd.,
Ste. 300, Duluth, GA 30097 ("Contractor" or"Tyler"). The City and the Contractor agree as follows:
1. The Purchasing Policies of the City of Winter Springs allow for "piggybacking" contracts.
Pursuant to this procedure,the City is allowed to piggyback an existing government contract, and there is
no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Contractor
has entered into a contract with St. John's County, Florida, said contract being identified as: Contract
Agreement RFP No:19-10—St.John's County Growth Management—Electronic Permitting, Plan Review
&Inspection System(EPPRIS) Master Contract#19-MCC-TYL-11198(said original contract being referred
to as the "Original Government Contract").
2. The parties agree that the terms and conditions set forth in the Original Government
Contract have been incorporated herein and used as the basis for Appendix 1, except to the extent
expressly modified herein. All modifications to the Original Government Contract have been summarized
in this Piggyback Rider Agreement.
3. Notwithstanding the requirements that the Original Government Contract is fully binding
on the parties,the parties have agreed to modify certain provisions of the Original Government Contract
as applied to the City of Winter Springs.The agreed upon changes are reflected in the attached Appendix
1 and the Contract Documents enumerated therein in an effort to create a single, comprehensive
document representing the Original Government Contract as modified for the City of Winter Springs. For
informational purposes, changes were made to the following areas of the Original Government Contract:
a) All references in the Original Government Contract to St.John's County have been revised
to refer to the City of Winter Springs.
b) Article 3 Duration: Contract Term updated.
C) Article 2—Enumeration and Incorporation of Contract Documents:A new contract exhibit
was added and an order of precedence regarding the Original Government Contract was also added.
d) Article 4—Scope of Services: language revised to reflect scope of services to be provided
by Contractor.
e) Article 5 — Compensation/Billing/Invoices was revised to reflect pricing to the City and
invoice payment information.
f) Article 8—Termination was amended to add termination for Force Majeure and a new
subsection for Fees for Termination Without Cause during Initial Term.
g) Article 15—Insurance was amended to add additional insured language.
h) Article 16—Indemnification was amended to strike the second paragraph in its entirety.
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i) Article 21 — Excusable Delay was amended to add language regarding diligence and
termination.
j) Article 32 — Florida Law and Venue was amended to revise the venue for actions arising
under this Agreement.
k) Article 34— Notices was amended to add notice information for the City.
1) Article 36—Public Records was amended to add contact information for the City. I
M) A new Article 40- E-Verify Registration and Use was added.
n) A new Article 41—Sovereign Immunity was added.
o) Section B, Paragraph 6.7 of the Software as a Service Addendum was amended to add
language regarding backups and data retention.
P) A new Paragraph 7 was added to Section B of the Software as a Service Addendum to
address the Socrata-EnerGov Executive Insights Bundle terms and conditions.
q) Section F, Paragraphs 2.1 and 2.2 of the Software as a Service Addendum were deleted in
their entirety.
r) Exhibit A Investment Summary of the Original Government Contract was stricken in its
entirety and replaced with the Investment Summary addressed to the City of Winter Springs.
S) Exhibit B Invoicing and Payment Policy of the Original Government Contract was amended
to add language regarding the Florida Local Government Prompt Payment Act.
t) Exhibit E Statement of Work of the Original Governmental Contract was deleted in its
entirety and replaced with the Statement of Work addressed to the City of Winter Springs.
U) A new Exhibit F—Socrata Terms and Conditions—was added to govern the Socrata-
EnerGov Executive Insights Bundle.
SIGNATURE PAGE FOLLOWS
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, authorized representatives of the CITY and the CONTRACTOR have
executed this Piggyback Agreement on the day and year below noted:
CITY: TYLER TECHNOLOGIES, INC.
Shawn Boyle, City Manager
Printed Name and Title:
Date:
ATTEST: Date:
Christian Gowan, City Clerk
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APPENDIX 1
AGREEMENT
In consideration of the mutual promises contained herein,the Client and the Contractor agree as follows:
ARTICLE 1 - PURPOSE
Intentionally Omitted.
ARTICLE 2- ENUMERATION AND INCORPORATION OF CONTRACT DOCUMENTS
The Agreement shall consist of the Piggyback Rider Agreement,this Appendix 1,the Software as a Service
Addendum attached hereto, and the Contract Documents (hereafter collectively referred to as the
"Agreement"). The term"Contract Documents" shall include the following:
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Exhibit E Statement of Work
Exhibit F Socrata Terms and Conditions
The Contract Documents shall additionally include any duly executed amendments, addenda, and/or
exhibits hereto; and, as applicable, all Change Orders. The Contract Documents are hereby incorporated
into the body of this Agreement, and shall constitute the entire agreement between the parties, unless
otherwise amended as provided herein. For the avoidance of doubt,in the event of any conflict between the
Original Government Contract and this Agreement, this Agreement shall control.
ARTICLE 3 -DURATION
The initial term of this Agreement is three (3) years from the first day of the first month following the
Effective Date, unless earlier terminated as set forth below. Upon expiration of the initial term, this
Agreement may be renewed for two(2)additional one(1)year renewal terms at our then-current SaaS Fees
but otherwise subject to the same terms and conditions contained herein upon mutual agreement of the
parties.While this Agreement may be extended or renewed as stated in this article,it is expressly noted that
neither the Client nor Tyler is under any obligation to extend or renew this Agreement. It is expressly noted
that the Client's right to access or use the Tyler Software and the SaaS Services will terminate at the end of
the duration of this Agreement.
ARTICLE 4 - SCOPE OF SERVICES
The Contractor will provide the various implementation-related services itemized in the Investment
Summary and described in the Statement of Work.
ARTICLE 5- COMPENSATION/BILLING/INVOICES
A. Software and Implementation. As payment for the software and implementation services
described in this Agreement, the Client shall pay to the Contractor the amounts set forth in the Investment
Summary equal to one hundred sixteen thousand Dollars ($116,000.00),plus reimbursement of estimated
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travel expenses of twenty-eight thousand nine hundred Dollars ($28,900.00). Additional costs beyond one
hundred sixteen thousand Dollars ($116,000.00) for software implementation services shall require
approval of a written change order as provided further in this Agreement,specifically Article 31 and Section
C.3 of the Software as a Service Addendum.
B. Ongoing Software-as-a Service (SaaS)Fee. As set forth in the Invoicing and Payment Policy,
for the Initial Term of this Agreement, Contractor will invoice the Client the amount of ninety thousand
five hundred forty Dollars($90,540.00) annually as payment for SaaS Fees.
C. Additional Products and Services. The Client may purchase additional products and services
at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date by
executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve
(12) months have expired, the Client may purchase additional products and services at mutually agreed
upon pricing, by executing a mutually agreed addendum. The terms of this Agreement shall govern any
such additional purchase(s),unless otherwise specifically provided in the addendum.
D. Invoicing and Payment. Contractor will invoice Client for the software and services to be
provided under this Agreement as set forth in the Investment Summary(Exhibit A) in accordance with the
Invoicing and Payment Policy(Exhibit B).Unless otherwise notified,bills/invoices should be delivered to:
Accounts Payable
City of Winter Springs
1126 E State Road 434
Winter Springs, FL 32708
E. Invoice Disputes. To the extent that the Client does not dispute an invoice, the Client will pay
invoiced amounts in accordance with the Invoicing and Payment Policy(Exhibit B).The Client may dispute
any invoice by written notice if,in its sole discretion,it determines that the software or service(s)described
herein does not conform to Contractor's warranties and representations. Such notice shall include a
description of the issue(s) in dispute so that Contractor can confirm the issue and respond to the Client's
notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the
issues presented in the Client's notice. The parties shall work in good faith to develop an action plan that
outlines reasonable steps to be taken by each party to resolve the issue(s) of dispute. The Client may
withhold payment of actual amounts in dispute until the issues are resolved. Contractor reserves the right
to suspend delivery of all services based upon the Client's failure to timely pay any undisputed amounts
due, or for the Client's failure to complete its agreed upon steps to resolve disputed amounts.
ARTICLE 6- TRUTH-IN-NEGOTIATION CERTIFICATE
The signing of this Agreement by the Contractor shall act as the execution of a truth-in-negotiation
certificate certifying that wage rates and other factual unit costs supporting the compensation are accurate,
complete, and current as of the date of this Agreement.
To the extent either party determines that an adjustment to the original contract price is required due to
inaccurate,incomplete,or noncurrent wage rates and other factual unit costs,the parties agree to cooperate
reasonably with each other to determine what contract adjustments, if any, should be made and to execute
a contract amendment to reflect such change(s). If the parties cannot reach agreement, the parties agree to
submit the matter to the dispute resolution process in Section G(1)of the Software as a Service Addendum.
ARTICLE 7-ARREARS
The Contractor shall not pledge the Client's credit or make it a guarantor of payment or surety for any
contract, debt, obligation,judgement, lien, or any form of indebtedness. The Contractor further warrants
and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of
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this Agreement.
ARTICLE 8 -TERMINATION
This Agreement may be terminated as set forth below. In the event of termination, the Client will pay the
Contractor for all undisputed fees and expenses related to the software,products, and/or services the Client
has received,or the Contractor has incurred or delivered,prior to the effective date of termination.Disputed
fees and expenses in all terminations other than Client's termination for cause must have been submitted as
invoice disputes in accordance with Article 5 (D).
A. For Cause. If the Client believes Contractor has materially breached this Agreement, the Client will
invoke the Dispute Resolution clause set forth in Section G(I)of the Software as a Service Addendum. The
Client may terminate this Agreement for cause in the event Contractor does 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 G(1). In the event of termination for cause, the Client shall pay Contractor all undisputed
fees and expenses related to the software, products, and services incurred and/or received prior to the
effective date of termination.
B. Lack of Appropriations. If the Client fails to appropriate or otherwise receive funds sufficient to
purchase, lease, operate or maintain the software and/or services described in this Agreement, then the
Client may unilaterally terminate this Agreement effective on the final day of the fiscal year through which
funding is available.The Client shall take reasonable efforts to provide at least thirty(30)days prior written
notice to the Contractor of termination for lack of appropriations. The Client shall pay all undisputed fees
and expenses related to services and products received prior to the effective date of termination. The Client
will not be entitled to a refund or offset of previously paid, but unused SaaS Fees.
C. Failure to Pay SaaS Fees. The Client acknowledges that continued access to the SaaS Services is
contingent upon its timely payment of SaaS Fees. If the Client fails to timely pay the undisputed SaaS Fees,
the Contractor may discontinue the SaaS Services and deny the Client access to the Tyler Software.
Contractor may also terminate this Agreement if the Client does not cure such failure to pay within forty-
five (45) days of receiving written notice of Contractor's intent to terminate.
D. Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event
suspends performance of the SaaS Services for a period of sixty(60) days or more.
E. Fees for Termination without Cause during Initial Term. If the Client terminates this Agreement
during the initial term for any reason other than cause, Force Majeure, or lack of appropriations, or if the
Contractor terminates this Agreement during the initial term for the Client's failure to pay SaaS Fees,the
Client shall pay the Contractor the following early termination fees:
1. if the Client terminates during the first year of the initial term, 100% of the SaaS Fees through the
date of termination plus 25% of the SaaS Fees then due for the remainder of the initial term;
2. if the Client terminates during the second year of the initial term, 100% of the SaaS Fees through
the date of termination plus 15% of the SaaS Fees then due for the remainder of the initial term;
and
3. if the Client terminates after the second year of the initial term, 100% of the SaaS Fees through the
date of termination plus 10%of the SaaS Fees then due for the remainder of the initial term.
ARTICLE 9- NOTICE OF DEFAULT/RIGHT TO CURE
Should the Contractor fail to perform (default) under the terms of this Agreement, then the Client shall
provide written notice to the Contractor and invoke the Dispute Resolution clause in Section G(1) of the
Software as a Service Addendum. Failure to cure the default within the timeframe provided in the Dispute
Resolution clause (or any such amount of time as mutually agreed to by the parties in writing), shall
constitute cause for termination of this Agreement pursuant to Article 8 (A) above.
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Consistent with other provisions in this Agreement, Contractor shall be paid for all undisputed fees and
expenses related to the software, products, and/or services the Client has received, or the Contractor has
incurred or delivered,prior to the effective date of termination.
Upon receipt of a notice of termination,except as otherwise directed by the Client in writing,the Contractor
shall:
1. Stop work on the date to the extent specified.
2. Terminate and settle all orders and subcontracts relating to the performance of the
terminated work.
ARTICLE 10 - PERSONNEL
The Contractor represents that it has, or shall secure at its own expense,all necessary personnel required to
perform the services set forth in the Investment Summary. It is expressly understood that such personnel
shall not be employees of, or have any contractual relationship with, the Client.
All services required hereunder shall be performed by the Contractor,or under its supervision.All personnel
engaged in performing the services shall be fully qualified and, if required, authorized or permitted under
federal, state and local law to perform such services.
ARTICLE 11 - BACKGROUND SCREENINGS
Contractor certifies that all employees that it provides to work on-site at any Client-owned facility has
undergone a background screening that, at minimum, includes criminal history, drivers' license history,
employment history, and sexual offender registry. Upon request and subject to applicable law, Contractor
shall make available to the Client all background screening records for any employee working on site at a
Client-owned facility.
ARTICLE 12- SUBCONTRACTING
The Client reserves the right to approve the use of any subcontractor,or to reject the selection of a particular
subcontractor, and to inspect all facilities of any subcontractors in order to make a determination as to the
capability of the subcontractor to perform the work described in the Contract Documents. The Contractor
is encouraged to seek minority and women business enterprises for participation in subcontracting
opportunities.
If a subcontractor fails to satisfactorily perform in accordance with the Contract Documents, and it is
necessary to replace the subcontractor to complete the work in a timely fashion, the Contractor shall
promptly do so, subject to approval by the Client.
The Client reserves the right to disqualify any subcontractor,vendor, or material supplier based upon prior
unsatisfactory performance.
ARTICLE 13-FEDERAL AND STATE TAX
In accordance with Local, State, and Federal law, the Client is exempt from the payment of Sales and Use
Taxes. The Client shall provide a tax exemption certificate to the Contractor following the Effective Date.
The Contractor shall not be exempt from the payment of all applicable taxes in its performance under this
Agreement. It is expressly understood by the Client and by the Contractor that the Contractor shall not be
authorized to use the Client's Tax Exemption status in any manner.
The Contractor shall be solely responsible for the payment and accounting of any and all applicable taxes
and/or withholdings including but not limited to Social Security payroll taxes (FICA), associated with or
stemming from Contractor's performance under this Agreement.
ARTICLE 14-AVAILABILITY OF FUNDS
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The Client's obligations under this Agreement are contingent upon the lawful appropriation of sufficient
funds, for that purpose, by the Client. Pursuant to the requirements of Section 129.07, Florida Statutes,
payment made under this Agreement shall not exceed the amount appropriate in the Client's budget for
such purpose in that fiscal year. Nothing in this Agreement shall create any obligation on the part of the
Board of Client Commissioners to appropriate such funds for the payment of services provided under this
Agreement during any given Client fiscal year. Moreover, it is expressly noted that the Contractor cannot
demand that the Client provide any such funds in any given Client Fiscal Year. The Client may terminate
this Agreement for lack of appropriations in accordance with Article 8(B).
ARTICLE 15-INSURANCE
The Contractor shall not commence work under this Agreement until he/she has obtained all insurance
required under this section and such insurance has been approved by the Client.All insurance policies shall
be issued by companies authorized to do business under the laws of the State of Florida. The Contractor
shall furnish proof of Insurance to the Client following the Effective Date and prior to the commencement
of services. The Certificate(s) shall clearly indicate the Contractor has obtained insurance of the type,
amount, and classification as required by contract. Contractor will provide the Client with notice of
cancellation, non-renewal or reduction in Contractor's insurance coverages below the minimum
requirements set forth herein within thirty(30) days thereof. Compliance with the foregoing requirements
shall not relieve the Contractor of its liability and obligations under this Agreement.
The Client shall be added as an additional insured to Contractor's Commercial General Liability and
Automobile Liability policies, which will automatically add the Client as an additional insured to
Contractor's Excess/Umbrella Liability policy as well.
Certificate Holder Address: City of Winter Springs
1126 E State Road 434
Winter Springs, FL 32708
The Contractor shall maintain during the life of this Contract, Comprehensive General Liability Insurance
with minimum limits of$1,000,000 per occurrence, $2,000,000 aggregate to protect the Contractor from
claims for damages for bodily injury,including wrongful death,as well as from claims of property damages
which may arise from any operations under this Agreement.
The Contractor shall maintain during the life of this Agreement, Technology Errors &
Omissions/Professional Liability with minimum limits of$1,000,000 per occurrence and aggregate. The
Technology Errors & Omissions/Professional Liability Insurance shall cover the Contractor and third
parties, at a minimum, the following: Liability for Technology Products/Services, Data Breach, Media
Content,Privacy Liability, and Network Security. Coverage retro date shall be prior to commencement of
j ob.
The Contractor shall maintain during the life of this Agreement, Crime Coverage with minimum limits of
$1,000,000 per occurrence.
The Contractor shall maintain during the life of this Agreement, Comprehensive Automobile Liability
Insurance with minimum limits of$1,000,000 combined single limit for bodily injury and property damage
liability to protect the Contractor from claims for damages for bodily injury, including the ownership,use,
or maintenance of owned and non-owned automobiles, including rented/hired automobiles
The Contractor shall maintain Umbrella or Excess Liability Insurance covering workers compensation,
commercial general liability and business auto liability with minimum limits of liability of$5,000,000.
The Contractor shall maintain during the life of this Agreement, adequate Workers' Compensation
Insurance in at least such amounts as are required by the law for all of its employees per Florida Statute
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440.02.
ARTICLE 16- INDEMNIFICATION
Contractor shall indemnify and hold harmless the Client,its officers,agents and employees from and against
any third-party claims,losses,liabilities, damages,costs and expenses(including reasonable attorneys'fees
and costs) for personal injury or property damage caused by Contractor's negligent or willful misconduct;
or violation of PCI-DSS requirements or a law applicable to Contractor's perfonnance under this
Agreement. Client shall promptly notify Contractor in writing of any claims and give Contractor sole
control over its defense or settlement. The Client shall provide Contractor with reasonable assistance,
cooperation, and information in defending the claim at Contractor's expense.
ARTICLE 17- SUCCESSORS AND ASSIGNS
The Client and the Contractor each binds itself and its partners, successors, executors, administrators and
assigns to the other party of this Agreement and to the partners, successors, executors, administrators and
assigns of such other party,in respect to all covenants of this Agreement.Except as above,neither the Client
nor the Contractor shall assign, sublet, convey or transfer its interest in this Agreement without the written
consent of the other;provided,however,the Client's consent is not required for an assignment by Contractor
as a result of a corporate reorganization,merger,acquisition,or purchase of substantially all of Contractor's
assets.. Nothing herein shall be construed as creating any personal liability on the part of any officer or
agent of the Client which may be a party hereto, nor shall it be construed as giving any rights or benefits
hereunder to anyone other than the Client and the Contractor.
ARTICLE 18 - NO THIRD-PARTY BENEFICIARIES
It is expressly understood by the Client and the Contractor, and this Agreement explicitly states that no
third-party beneficiary status or interest is conferred to, or inferred to, any other person or entity.
ARTICLE 19 - REMEDIES
No remedy herein conferred upon any party is intended to be exclusive, or any other remedy, and each and
every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or
nor or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any
party or any right, power, or remedy hereunder shall preclude any other or further exercise thereof. The
parties acknowledge and agree that this provision shall not apply to the Intellectual Property
Indemnification clause in Section F of the Software as a Service Addendum which shall be the Client's sole
remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation
claims.
ARTICLE 20 - CONFLICT OF INTEREST
The Contractor represents that,as of the Effective Date,it has no interest and shall acquire no interest,either
directly or indirectly, which would conflict in any manner with the performance of services required
hereunder. The Contractor further represents that no person having any interest shall be employed for said
performance.
ARTICLE 21 - EXCUSABLE DELAYS
Neither party will be considered in default by reason of any delay in performance of its obligations under
this Agreement to the extent the delay is caused by Force Majeure.
Within ten (10) business days of the Force Majeure event, the party whose performance is delayed shall
provide 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. The project
schedule shall be adjusted as mutually agreed by the parties. Each of the parties hereunto shall be diligent
in attempting to remove such cause or causes of Force Majeure. Further, if any circumstance of Force
Majeure remains in effect for a period of sixty(60)days or more,either party may terminate this Agreement
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as set forth in Article 8.
ARTICLE 22 - DISCLOSURE
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. This obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this
Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or 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.
The Client and the Contractor shall comply with the provisions of Chapter 119, Florida Statutes (Public
Records Law).
All covenants, agreements, representations and warranties made herein, or otherwise made in writing by
any party pursuant hereto, including but not limited to, any representations made herein relating to
disclosure of documents, shall survive the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby.
ARTICLE 23 - INDEPENDENT CONTRACTOR RELATIONSHIP
The Contractor is,and shall be,in the performance of all work services and activities under this Agreement,
an independent Contractor, and not an employee, agent, or servant of the Client. All persons engaged in
any of the work or services performed pursuant to this Agreement shall at all times and in all places be
subject to the Contractor's sole direction, supervision, and control.
The Contractor shall exercise control over the means and manner in which it and its employees perform the
work, and in all respects the Contractor's relationship and the relationship of its employees to the Client
shall be that of an independent Contractor and not as employees or agents of the Client. The Contractor
does not have the power or authority to bind the Client in any promise, agreement or representation other
than specifically provided for in this Agreement.
ARTICLE 24 - CONTINGENT FEES
Pursuant to Section 287.055(6), Florida Statutes, the Contractor warrants that, as of the Effective Date, it
has not employed or retained any company or person, other than a bona fide employee working solely for
the Contractor to solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working solely for the
Contractor, any fee, commission,percentage, gift, or any other consideration contingent upon or resulting
from the award or making of this Agreement. Violation of this article shall be cause for termination of
this Agreement in accordance with Article 8 (A).
ARTICLE 25-ACCESS AND AUDITS
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The Contractor shall maintain adequate records to pertaining to charges, expenses, and costs incurred in
performing the services hereunder for at least three(3)years after completion of this Agreement.The Client
shall have access to such books, records, and documents as required in this Article for the purpose of
inspection or audit during normal business hours,twice per year at the Client's cost,upon fifteen (15) days
written notice. Additional audits may be scheduled as mutually agreed to by the parties.
ARTICLE 26- NONDISCRIMINATION
The Contractor warrants and represents that all of its employees are treated equally during employment
without regard to race, color,religion,physical handicap, sex, age or national origin.
ARTICLE 27- ENTIRETY OF CONTRACTUAL AGREEMENT
The Client and the Contractor agree that this Agreement, signed by both parties sets forth the entire
agreement between the parties, and that there are no promises or understandings other than those stated
herein, or are incorporated by reference into this Agreement. None of the provisions, terms, conditions,
requirements, or responsibilities noted in this Agreement may be amended, revised, deleted, altered, or
otherwise changed, modified, or superseded, except by written instrument, duly executed by authorized
representatives of both the Client, and the Contractor.
ARTICLE 28 - COMPLIANCE WITH APPLICABLE LAWS
Both the Client and the Contractor shall comply with any and all applicable laws,rules,regulations,orders,
and policies of the State and Federal Governments. The fees in the Investment Summary are based,in part,
on the cost of compliance with applicable laws existing as of the Effective Date. Should laws applicable to
Contractor's performance under the Agreement change following the Effective Date, Contractor reserves
the right to seek a change order for the• additional work, time and/or cost that may be required to comply
with the new law, ordinance or regulation. if a change order is necessary, a request for change order will
identify the change, applicable law, and the nature of the increased work, time, and/or costs.
ARTICLE 29 -AUTHORITY TO PRACTICE
The Contractor hereby represents and warrants that it has and shall continue to maintain all licenses and
approvals required to conduct its business, and that it shall at all times, conduct its business activities in a
reputable manner.
ARTICLE 30 - SEVERABILITY
If any term or provision of this Agreement, or the application thereof to any person or circumstances shall,
to any extent, be held invalid or unenforceable,the remainder of this Agreement, or the application of such
items or provision, to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected and every other term and provision of this Agreement shall be deemed
valid and enforceable to the extent permitted by law.
ARTICLE 31 -AMENDMENTS AND MODIFICATIONS
No amendments or modifications of this Agreement shall be valid unless in writing and signed by
authorized representatives of each of the parties.
The Client reserves the right to make changes in the work, including alterations, reductions therein or
additions thereto. Upon receipt by the Contractor of the Client's notification of a contemplated change,the
Contractor shall: (1)if requested by the Client,provide an estimate for the increase or decrease in cost due
to the contemplated change; (2) notify the Client of any estimated change in the completion date; and (3)
advise the Client in writing if the contemplated change shall effect the Contractor's ability to meet any of
its obligations under this Agreement. If the Client elects to make the change,the Client shall issue a Change
Order for changes, or a contract change order, if the original contract is be changed or amended the
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Contractor shall not commence work on any such change until such written change order has been issued
and signed by each of the parties. As noted above,no changes to this Agreement shall be binding unless in
writing and signed by an authorized representative of each party.
ARTICLE 32 - FLORIDA LAW & VENUE
This Agreement shall be governed by the laws of the State of Florida.Any and all legal action necessary to
enforce this Agreement shall be held in Seminole County, Florida for state court actions and Orlando,
Florida for federal court actions.
ARTICLE 33 -ARBITRATION
The Client shall not be obligated to arbitrate or permit any arbitration binding on the Client under any of
the Contract Documents or in connection with the project in any manner whatsoever.
ARTICLE 34 - NOTICES
All notices required in this Agreement, including but not limited to notices 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
shall be sent by certified mail,return receipt requested, and if sent to the Client shall be mailed to:
City of Winter Springs
1126 E State Road 434
Winter Springs, FL 32708
Attention: City Manager
and if sent to the Contractor shall be mailed to:
Tyler Technologies,Inc.
Attn: Chief Legal Officer
One Tyler Drive
Yarmouth, ME 04096
Notices 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; or (c) 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 above or such other address as the party may have designated by
proper notice.
ARTICLE 35 - HEADINGS
The heading preceding the articles and sections herein are solely for convenience of reference and shall not
constitute a part of this Agreement, or affect its meaning, construction or effect.
ARTICLE 36-PUBLIC RECORDS
The cost of reproduction, access to, disclosure, non-disclosure, or exemption of records, data, documents,
and/or materials, associated with this Agreement shall be subject to the applicable provisions of the Florida
Public Records Law (Chapter 119, Florida Statutes), and other applicable State and Federal provisions.
Access to such public records,may not be blocked,thwarted,and/or hindered by placing the public records
in the possession of a third party, or an unaffiliated party.
In accordance with Florida law,to the extent that Contractor's performance under this Contract constitutes
an act on behalf of the Client,Contractor shall comply with all requirements of Florida's public records law.
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Specifically, if Contractor is expressly authorized, and acts on behalf of the Client under this Agreement,
Contractor shall:
(1) Keep and maintain public records that ordinarily and necessarily would be required by the Client
in order to perform the services;
(2) Upon request from the Client's custodian of public records,provide the Client with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost
that does not exceed the cost as provided in Chapter 119,Florida Statutes, or as otherwise provided
by law;
(3) Ensure that public records related to this Agreement that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized by applicable
law for the duration of this Agreement and following completion of this Agreement if the
Contractor does not transfer the records to the Client; and
(4) Upon completion of this Agreement, transfer, at no cost, to the Client all public records in
possession of the Contractor or keep and maintain public records required by the Client to perform
the Services.
If the Contractor transfers all public records to the Client upon completion of this Agreement,the Contractor
shall destroy any duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon completion of this
Agreement, the Contractor shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the Client, upon request from the Client's custodian of public
records,in a format that is compatible with the Client's information technology systems.
Failure by the Contractor to comply with the requirements of this section shall be grounds for immediate,
unilateral termination of this Agreement by the Client.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: 1126 East State
Road 434, Winter Springs, FL 32708, 407-327-5999, cityclerkdepartment(dwintersprin2sfl.org or
(407)327-6560.
ARTICLE 37- USE OF CLIENT LOGO
The Contractor may not manufacture, use, display, or otherwise use any facsimile or reproduction of the
City Seal/Logo without express written approval of the Client.
ARTICLE 38 - SURVIVAL
It is explicitly noted that the following provisions of this Agreement, to the extent necessary, shall survive
any suspension,termination, cancellation,revocation,and/or non-renewal of this Agreement,and therefore
shall be both applicable and enforceable beyond any suspension, termination, cancellation, revocation,
and/or non-renewal: (1) Truth-in-Negotiation; (2) Federal and State Taxes; (3) Insurance; (4)
Indemnification; (5)Access and Audits; and(6) Disclosure and(7)Public Records.
ARTICLE 39 - MULTIPLE ORIGINALS AND AUTHORITY TO EXECUTE
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 that it has the lawful authority to enter into this Agreement
and has authorized the execution of this Agreement by the parry's authorized representative shown below.
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ARTICLE 40—E-VERIFY REGISTRATION AND USE
A. Pursuant to section 448.095, Florida Statutes,beginning January 1, 2021, Contractor shall register with
and use the U.S. Department of Homeland Security's E-Verify system, https://e-verify.uscis. og v/emp, to
verify the work authorization status of all employees hired on and after January 1, 2021.
B. Subcontractors
(i) Contractor shall also require all subcontractors performing work under this Agreement to use
the E-Verify system for any employees they may hire during the term of this Agreement.
(ii) Contractor shall obtain from all such subcontractors an affidavit stating the subcontractor does
not employ, contract with, or subcontract with an unauthorized alien, as defined in section
448.095,Florida Statutes.
(iii) Contractor shall provide a copy of all subcontractor affidavits to the City upon request and
shall maintain a copy for the duration of the Agreement.
C. Contractor must provide evidence of compliance with section 448.095, Florida Statutes. Contractor's
signature on this Agreement shall constitute its certification of its compliance with the E-Verify procedures
administered by the U.S.Department of Homeland Security for all of our employees assigned to the Client's
project. Upon request,Contractor will provide a copy of their proof of registration in the E-Verify system.
D. Failure to comply with this provision shall be considered a material breach of the Agreement, and shall
result in termination of the Agreement in accordance with s. 448.095, Florida Statutes.
ARTICLE 41 —SOVEREIGN IMMUNITY
The City intends to avail itself of the benefits of Section 768.28, Florida Statutes governing sovereign
immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement
shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida
Statutes. Contractor agrees that City shall not be liable under this Agreement for punitive damages or
interest for the period before judgment. Further,to the extent required by Section 768.28, City shall not be
liable for any claim or judgment, or portion thereof, to any one person for over two hundred thousand
dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other
claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or
occurrence, exceeds three hundred thousand dollars ($300,000.00). Judgments in excess of such amounts
may be permitted as set forth in Section 768.28. Nothing in this Agreement is intended to inure to the
benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the
doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this
Agreement.
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SOFTWARE AS A SERVICE ADDENDUM
This Software as a Service Addendum is intended to supplement the terms and conditions set forth in
the Contract Agreement attached hereto. The Contract Agreement and this Software as a Service
Addendum are hereinafter collectively referred to as the "Agreement."
In consideration of the foregoing and of the mutual covenants and promises set forth in this Addendum,
Tyler and Client agree as follows:
SECTION A—DEFINITIONS
• "Agreement" means the Contract Agreement and this Software as a Services Addendum,
inclusive of exhibits.
• "Business Travel Policy" means our business travel policy. A copy of our current Business Travel
Policy is attached as Schedule 1 to Exhibit B.
• "Client" means the City of Winter Springs, Florida.
• "Data" means your data necessary to utilize the Tyler Software.
• "Data Storage Capacity" means the contracted amount of storage capacity for your Data
identified in the Investment Summary.
• "Defect" means a failure of the Tyler Software to substantially conform to the functional
descriptions set forth in our written proposal to you, or their functional equivalent. Future
functionality may be updated, modified, or otherwise enhanced through our maintenance and
support services, and the governing functional descriptions for such future functionality will be
set forth in our then-current Documentation.
• "Defined Named Users" means the number of named users that are authorized to use the SaaS
Services. The Defined Named Users for the Agreement are as identified in the Investment
Summary.
• "Developer" means a third party who owns the intellectual property rights to Third Party
Software.
• "Documentation" means any online or written documentation related to the use or
functionality of the Tyler Software that we provide or otherwise make available to you, including
instructions, user guides, manuals and other training or self-help documentation.
• "Effective Date" means the date by which both your and our authorized representatives have
signed the Agreement.
• "Force Majeure" means an event beyond the reasonable control of you or us, including, without
limitation, governmental action,war, riot or civil commotion,fire, natural disaster, or any other
cause that could not with reasonable diligence be foreseen or prevented by you or us.
• "Investment Summary" means the agreed upon cost proposal for the products and services
attached as Exhibit A.
• "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
• "SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary.
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• "SaaS Services" means software as a service consisting of system administration, system
management, and system monitoring activities that Tyler performs for the Tyler Software, and
includes the right to access and use the Tyler Software, receive maintenance and support on the
Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and
archiving. SaaS Services do not include support of an operating system or hardware, support
outside of our normal business hours, or training, consulting or other professional services.
• "SLA" means the service level agreement. A copy of our current SLA is attached hereto as
Exhibit C.
• "Statement of Work" means the industry standard implementation plan describing how our
professional services will be provided to implement the Tyler Software, and outlining your and
our roles and responsibilities in connection with that implementation. The Statement of Work is
attached as Exhibit E.
• "Support Call Process" means the support call process applicable to all of our customers who
have licensed the Tyler Software. A copy of our current Support Call Process is attached as
Schedule 1 to Exhibit C.
• "Third Party Terms" means, if any,the end user license agreement(s) or similar terms for the
Third Party Software, as applicable and attached as Exhibit D.
• "Third Party Hardware" means the third party hardware, if any, identified in the Investment
Summary.
• "Third Party Products" means the Third Party Software and Third Party Hardware.
• "Third Party Software" means the third party software, if any, identified in the Investment
Summary.
• "Third Party Services" means the third party services, if any, identified in the Investment
Summary.
• "Tyler" means Tyler Technologies, Inc., a Delaware corporation.
• "Tyler Software" means our proprietary software, including any integrations, custom
modifications, and/or other related interfaces identified in the Investment Summary and
licensed by us to you through this Agreement.
• "we", "us", "our" and similar terms mean Tyler.
• "you" and similar terms mean Client.
SECTION B—SAAS SERVICES
1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS
Services solely for your internal business purposes for the number of Defined Named Users only.
The Tyler Software will be made available to you according to the terms of the SLA. You
acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software
as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to
the Tyler Software, as further described in Section C(8). The foregoing notwithstanding, to the
extent we have sold you perpetual licenses for Tyler Software, if and listed in the Investment
Summary,for which you are receiving SaaS Services,your rights to use such Tyler Software are
perpetual, subject to the terms and conditions of this Agreement including, without limitation,
Section B(4). We will make any such software available to you for download.
2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our
Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Named Users and
amount of Data Storage Capacity. You may add additional named users or additional data storage
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capacity on the terms set forth in Article 5 of the Contract Agreement. In the event you regularly
and/or meaningfully exceed the Defined Named Users or Data Storage Capacity,we reserve the
right to charge you additional fees commensurate with the overage(s).
3. Ownership.
3.1 We retain all ownership and intellectual property rights to the SaaS Services,the Tyler Software,
and anything developed by us under this Agreement. You do not acquire under this Agreement
any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied by your employees for
internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize
that except to the extent necessary to carry out our obligations contained in this Agreement, we
do not create or endorse any Data used in connection with the SaaS Services.
4. Restrictions.You may not: (a) make the Tyler Software or Documentation resulting from the SaaS
Services available in any manner to any third party for use in the third party's business operations;
(b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of
the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a
third party in building or supporting, products or services competitive to us; or(d) license, sell, rent,
lease,transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service
bureau use, or otherwise commercially exploit or make the SaaS Services,Tyler Software, or
Documentation available to any third party other than as expressly permitted by this Agreement.
5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the
term of this Agreement. If the Tyler Software does not perform as warranted,we will use all
reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the
maintenance and support process set forth in Section C(8), below,the SLA and our then current
Support Call Process.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on
Standards for Attestation Engagements ("SSAE") No. 18. We have attained, and will maintain,
SOC 1 and SOC 2 compliance, or its equivalent,for so long as you are timely paying for SaaS
Services. Upon execution of a mutually agreeable Non-Disclosure Agreement ("NDA"),we will
provide you with a summary of our compliance report(s) or its equivalent. Every year
thereafter,for so long as the NDA is in effect and in which you make a written request, we will
provide that same information.
6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In
either event, databases containing your Data will be dedicated to you and inaccessible to our
other customers.
6.3 Our Tyler data centers have fully-redundant telecommunications access, electrical power, and
the required hardware to provide access to the Tyler Software in the event of a disaster or
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component failure. In the event any of your Data has been lost or damaged due to an act or
omission of Tyler or its subcontractors or due to a Defect in Tyler's software, we will use best
commercial efforts to restore all the Data on servers in accordance with the architectural
design's capabilities and with the goal of minimizing any Data loss as greatly as possible. In no
case shall the recovery point objective ("RPO") exceed a maximum of twenty-four(24) hours
from declaration of disaster. For purposes of this subsection, RPO represents the maximum
tolerable period during which your Data may be lost, measured in relation to a disaster we
declare, said declaration will not be unreasonably withheld.
6.4 In the event we declare a disaster, our Recovery Time Objective ("RTO") is twenty-four(24)
hours. For purposes of this subsection, RTO represents the amount of time, after we declare a
disaster, within which your access to the Tyler Software must be restored.
6.5 We conduct annual penetration testing of either the production network and/or web
application to be performed. We will maintain industry standard intrusion detection and
prevention systems to monitor malicious activity in the network and to log and block any such
activity. We will provide you with a written or electronic record of the actions taken by us in the
event that any unauthorized access to your database(s) is detected as a result of our security
protocols. We will undertake an additional security audit, on terms and timing to be mutually
agreed to by the parties, at your written request. You may not attempt to bypass or subvert
security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information, and
unauthorized vulnerability and penetration test scanning of our network and systems (hosted or
otherwise) is prohibited without the prior written approval of our IT Security Officer.
6.6 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific.
Should you request a client-specific disaster recovery test,we will work with you to schedule
and execute such a test on a mutually agreeable schedule. At your written request, we will
provide test results to you within a commercially reasonable timeframe after receipt of the
request.
6.7 We will be responsible for importing back-up and verifying that you can log-in. Full server
snapshots are performed daily and retained based on Tyler's established application-specific
retention policies. You will be responsible for running reports and testing critical processes to
verify the returned Data.
6.8 We provide secure Data transmission paths between each of your workstations and our servers.
6.9 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other
visitors to Tyler data centers must be signed in and accompanied by authorized personnel.
Entry attempts to the data center are regularly audited by internal staff and external auditors to
ensure no unauthorized access.
6.10 Where applicable with respect to our applications that take or process card payment data,we
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
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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.
7. Socrata Terms and Conditions.Tyler and Client agree to perform and be bound by all covenants,
terms, and conditions of the Socrata Terms and Conditions, which are attached hereto as Exhibit F
("Socrata Agreement") with respect to the Socrata-EnerGov Executive Insights Bundle software as
more particularly described in the Investment Summary, and all such covenants,terms, and
conditions are incorporated by reference as if set forth at length herein. Specific to the Socrata
items only, in the event of a conflict between any term or provision in the Socrata Agreement and
any term or provision in this Agreement,the terms of the Socrata Agreement shall govern.
SECTION C—PROFESSIONAL SERVICES
1. Professional Services. We will provide you the various implementation-related services itemized in
the Investment Summary and described in the Statement of Work.
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set
forth in the Investment Summary. Those amounts are based on the scope of the project as of the
Effective Date and are payable in accordance with our Invoicing and Payment Policy. We will bill you
the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the
total values set forth in the Investment Summary will be resolved by multiplying the applicable
hourly rate by the quoted hours.
3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the
scope of services and related costs (including programming and/or interface estimates) required for
the project based on our understanding of the specifications you supplied. If additional work is
required, or if you use or request additional services, we will provide you with an addendum or
change order, as applicable, outlining the costs for the additional work. The price quotes in the
addendum or change order will be valid for thirty(30) days from the date of the quote.
4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our
personnel, including arranging travel reservations, at least two (2)weeks in advance of
commitments. Therefore, if you cancel services less than two (2)weeks in advance (other than for
Force Majeure or breach by us),you will be liable for all (a) non-refundable expenses incurred by us
on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to
reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you
cancel within two (2) weeks of scheduled commitments.
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.
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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. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing
and Payment Policy,then in addition to the terms set forth in the SLA and the Support Call Process,
we will:
8.1 perform our maintenance and support obligations in a professional, good, and workmanlike
manner, consistent with industry standards,to resolve Defects in the Tyler Software (subject to
any applicable release life cycle policy);
8.2 provide support during our established support hours;
8.3 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;
8.4 make available to you all releases to the Tyler Software (including updates and enhancements)
that we make generally available without additional charge to customers who have a
maintenance and support agreement in effect; and
8.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with
any applicable release life cycle policy.
We will use all reasonable efforts to perform support services remotely. Currently, we use a third-party
secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore,you agree
to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You
agree to provide us with a login account and local administrative privileges as we may reasonably
require to perform remote services. We will, at our option, use the secure connection to assist with
proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot
resolve a support issue remotely, we may be required to provide onsite services. In such event, we will
be responsible for our travel expenses, unless it is determined that the reason onsite support was
required was a reason outside our control. Either way,you agree to provide us with full and free access
to the Tyler Software, working space, adequate facilities within a reasonable distance from the
equipment, and use of machines, attachments, features, or other equipment reasonably necessary for
us to provide the maintenance and support services, all at no charge to us. We strongly recommend
that you also maintain your VPN for backup connectivity purposes.
For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless
Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design;
(c) other consulting services; or(d) support outside our normal business hours as listed in our then-
current Support Call Process. Requested services such as those outlined in this section will be billed to
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you on a time and materials basis at our then current rates. You must request those services with at
least one (1)weeks' advance notice.
SECTION D—THIRD PARTY PRODUCTS
1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have
purchased any, for the price set forth in the Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
2. Third Party Software. As part of the SaaS Services,you will receive access to the Third Party
Software and related documentation for internal business purposes only. Your rights to the Third
Party Software will be governed by the Third Party Terms.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant access to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full,you will receive
free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not
warrant or guarantee the performance of the Third Party Products. However, we grant and pass
through to you any warranty that we may receive from the Developer or supplier of the Third
Party Products.
4. Third Party Services. If you have purchased Third Party Services, those services will be provided
independent of Tyler by such third-party at the rates set forth in the Investment Summary and in
accordance with our Invoicing and Payment Policy.
SECTION E-INVOICE DISPUTES
Intentionally omitted.
SECTION F—INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION,AND LIMITATION OF
LIABILITY
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 F(1)will not apply to the extent the claim or adverse final
judgment is based on your use of the Tyler Software in contradiction of this Agreement,
including with non-licensed third parties, or your willful infringement.
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1.3 If we receive information concerning an infringement or misappropriation claim related to the
Tyler Software,we may, at our expense and without obligation to do so, either: (a) procure for
you the right to continue its use; (b) modify it to make it non-infringing; or(c) replace it with a
functional equivalent, in which case you will stop running the allegedly infringing Tyler Software
immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
is enjoined by a court of competent jurisdiction, in addition to paying any adverse final
judgment (or settlement to which we consent), we will, at our option, either: (a) procure the
right to continue its use; (b) modify it to make it non-infringing; or(c) replace it with a functional
equivalent. This section provides your exclusive remedy for third party copyright, patent, or
trademark infringement and trade secret misappropriation claims.
2. 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.
3. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY
OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY,SHALL BE LIMITED TO
YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED(A) DURING THE INITIAL TERM,AS SET FORTH
IN SECTION F(1), ONE AND A HALF(1.5)TIMES THE TOTAL FEES PAID AS OF THE TIME OF THE
CLAIM; OR(B) DURING ANY RENEWAL TERM, ONE AND A HALF(1.5)TIMES THE THEN-CURRENT
ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE
THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION
OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW,THE EXCLUSION
OF CERTAIN DAMAGES,AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL
PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO
CLAIMS THAT ARE SUBJECT TO ARTICLE 16 AND SECTION F(1).
4. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
SECTION G—GENERAL TERMS AND CONDITIONS
1. 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
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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.
2. 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.
3. 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.
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Exhibit A
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Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
Tyler sales quotation to be inserted prior to Agreement execution.
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Exhibit B
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Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the
Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in
the Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as
set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the
initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial
term are set forth in the Investment Summary. Upon expiration of the initial term,your annual
SaaS fees will be at our then-current rates.
2. Other Tyler Software and Services.
2.1 VPN Device:The fee for the VPN device, if applicable,will be invoiced upon installation of
the VPN.
2.2 Implementation and Other Professional Services (including training): Implementation and
other professional services (including training) are billed and invoiced as delivered, at the
rates set forth in the Investment Summary.
2.3 Consulting Services: If you have purchased any Business Process Consulting services, if they
have been quoted as fixed-fee services,they will be invoiced 50% upon your acceptance of
the Best Practice Recommendations, by module, and 50% upon your acceptance of custom
desktop procedures, by module. If you have purchased any Business Process Consulting
services and they are quoted as an estimate,then we will bill you the actual services
delivered on a time and materials basis.
2.4 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted
Data, by conversion option, and 50% upon Client acceptance to load the converted Data into
Live/Production environment, by conversion option. Where conversions are quoted as
estimated, we will bill you the actual services delivered on a time and materials basis.
2.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler
Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the
applicable modification. You must report any failure of the modification to conform to the
specifications within thirty(30) days of delivery; otherwise,the modification will be deemed
to be in compliance with the specifications after the 30-day window has passed. You may
still report Defects to us as set forth in this Agreement.
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Exhibit B
2.6 Other Fixed Price Services: Other fixed price services are invoiced upon complete delivery of
the service. For the avoidance of doubt,where "Project Planning Services" are provided,
payment will be due upon delivery of the Implementation Planning document.
3. Third Party Products.
3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced
when we make it available to you for downloading.
3.2 Third Party Software Maintenance:The first year maintenance for the Third Party Software
is invoiced when we make it available to you for downloading.
3.3 Third Party Hardware:Third Party Hardware costs, if any, are invoiced upon delivery.
3.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along
with applicable expenses, at the rates set forth in the Investment Summary.
4. Expenses. The service rates in the Investment Summary do not include travel expenses.
Expenses for Tyler delivered services will be billed as incurred and only in accordance with our
then-current Business Travel Policy, plus a 10%travel agency processing fee. Our current
Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be
provided upon request; we reserve the right to charge you an administrative fee depending on
the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and
mileage logs are not available.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. Unless
otherwise required by this Agreement, payments shall be in conformance with the Florida Local
Government Prompt Payment Act s.218.70 et. seq., Florida Statutes. 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
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Exhibit B
Schedule 1
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Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations&Tickets
The Travel Management Company (TMC) used by Tyler will provide an employee with a direct
flight within two hours before or after the requested departure time, assuming that flight does
not add more than three hours to the employee's total trip duration and the fare is within $100
(each way) of the lowest logical fare. If a net savings of$200 or more (each way) is possible
through a connecting flight that is within two hours before or after the requested departure
time and that does not add more than three hours to the employee's total trip duration,the
connecting flight should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount
opportunities. Employees should use all reasonable efforts to make travel arrangements at
least two (2)weeks in advance of commitments. A seven (7) day advance booking requirement
is mandatory. When booking less than seven (7) days in advance, management approval will be
required.
Except in the case of international travel where a segment of continuous air travel is six(6) or
more consecutive hours in length, only economy or coach class seating is reimbursable.
Employees shall not be reimbursed for"Basic Economy Fares" because these fares are non-
refundable and have many restrictions that outweigh the cost-savings.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five (5) days =one (1) checked bag
• Six (6) or more days=two (2) checked bags
Baggage fees for sports equipment are not reimbursable.
2. Ground Transportation
A. Private Automobile
Mileage Allowance—Business use of an employee's private automobile will be reimbursed at
the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be
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Exhibit B
Schedule 1
calculated by using the employee's office as the starting and ending point, in compliance with
IRS regulations. Employees who have been designated a home office should calculate miles
from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost,
convenience, and the specific situation reasonably require their use. When renting a car for
Tyler business, employees should select a "mid-size" or"intermediate" car. "Full" size cars may
be rented when three or more employees are traveling together. Tyler carries leased vehicle
coverage for business car rentals; except for employees traveling to Alaska and internationally
(excluding Canada), additional insurance on the rental agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to
and from airports when less expensive means of transportation are unavailable or impractical.
The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel
shuttle to the airport,tips are included in the per diem rates and will not be reimbursed
separately.
D. Parking&Tolls
When parking at the airport, employees must use longer term parking areas that are measured
in days as opposed to hours. Park and fly options located near some airports may also be used.
For extended trips that would result in excessive parking charges, public transportation to/from
the airport should be considered. Tolls will be reimbursed when receipts are presented.
3. Lodging
Tyler's TMC will select hotel chains that are well established, reasonable in price, and
conveniently located in relation to the traveler's work assignment. Typical hotel chains include
Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount
rate with a local hotel, the hotel reservation should note that discount and the employee should
confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such
as AAA should be noted in their travel profiles so that the employee can take advantage of any
lower club rates.
"No shows" or cancellation fees are not reimbursable if the employee does not comply with the
hotel's cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed
separately.
Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb,
VRBO, and HomeAway. Employees who elect to make such reservations shall not be
reimbursed.
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Exhibit B
Schedule 1
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S. are in
accordance with the federal per diem rates published by the General Services Administration.
Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel
expenses. Per diem rates are available at.www.gsa.gov/perdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided
separately by the Department of Defense and will be determined as required.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day
of a trip are governed as set forth below.
Departure Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon Dinner
Return Day
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch
Return after 7:00 p.m.* Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
The reimbursement rates for individual meals are calculated as a percentage of the full day per
diem as follows:
Breakfast 15%
Lunch 25%
Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to
claim lunch on an expense report. Employees on same day travel status are eligible to claim
dinner in the event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
5. Internet Access—Hotels and Airports
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
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Exhibit 6
Schedule 1
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.
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Exhibit C
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Exhibit C
SERVICE LEVEL AGREEMENT
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It
outlines the information technology service levels that we will provide to you to ensure the availability of
the application services that you have requested us to provide. All other support services are documented
in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the
Agreement.
Attainment: The percentage of time the Tyler Software is available during a calendar quarter, with
percentages rounded to the nearest whole number.
Client Error Incident:Any service unavailability resulting from your applications, content or equipment, or
the acts or omissions of any of your service users or third-party providers over whom we exercise no
control.
Downtime: Those minutes during which the Tyler Software is not available for your use. Downtime does
not include those instances in which only a Defect is present.
Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable
of receiving, processing, and responding to requests, excluding maintenance windows, Client Error
Incidents and Force Majeure.
III. Service Availability
The Service Availability of the Tyler Software is intended to be 24/7/365. We set Service Availability goals
and measures whether we have met those goals by tracking Attainment.
a. Your Responsibilities
Whenever you experience Downtime,you must make a support call according to the procedures outlined
in the Support Call Process. You will receive a support incident number.
You must document, in writing, all Downtime that you have experienced during a calendar quarter. You
must deliver such documentation to us within 30 days of a quarter's end.
The documentation you provide must evidence the Downtime clearly and convincingly. It must include,
for example,the support incident number(s) and the date, time and duration of the Downtime(s).
b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring,we will work
with you to identify the cause of the Downtime (including whether it may be the result of a Client Error
Incident or Force Majeure). We will also work with you to resume normal operations.
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Exhibit C
Upon timely receipt of your Downtime report, we will compare that report to our own outage logs and
support tickets to confirm that Downtime for which we were responsible indeed occurred.
We will respond to your Downtime report within 30 day(s) of receipt. To the extent we have confirmed
Downtime for which we are responsible, we will provide you with the relief set forth below.
C. Client Relief
When a Service Availability goal is not met due to confirmed Downtime, we will provide you with relief
that corresponds to the percentage amount by which that goal was not achieved, as set forth in the Client
Relief Schedule below.
Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter
will not exceed 5%of one quarter of the then-current SaaS Fee. The total credits confirmed by us in one
or more quarters of a billing cycle will be applied to the SaaS Fee for the next billing cycle. Issuing of such
credit does not relieve us of our obligations under the Agreement to correct the problem which created
the service interruption.
Every quarter, we will compare confirmed Downtime to Service Availability. In the event actual
Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly
basis:
ctual Attainment Client Relief
100% 98-99% Remedial action will be taken.
100% 95-97% 4%credit of fee for affected calendar quarter
will be posted to next billing cycle
100% <95% 5%credit of fee for affected calendar quarter
will be posted to next billing cycle
You may request a report from us that documents the preceding quarter's Service Availability,
Downtime, any remedial actions that have been/will be taken, and any credits that may be issued.
IV. Applicability
The commitments set forth in this SLA do not apply during maintenance windows,Client Error Incidents,
and Force Majeure.
We perform maintenance during limited windows that are historically known to be reliably low-traffic
times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide
advance notice of those windows and will coordinate to the greatest extent possible with you.
V. Force Majeure
You will not hold us responsible for not meeting service levels outlined in this SLA to the extent any failure
to do so is caused by Force Majeure. In the event of Force Majeure,we will file with you a signed request
that said failure be excused. That writing will at least include the essential details and circumstances
supporting our request for relief pursuant to this Section. You will not unreasonably withhold its
acceptance of such a request.
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Exhibit C
Schedule 1
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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
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Exhibit C
Schedule 1
Issue Handling
Incident Tracking
Every support incident is logged into Tyler's Customer Relationship Management System and given a unique
incident number.This system tracks the history of each incident.The incident tracking number is used to track
and reference open issues when clients contact support. Clients may track incidents, using the incident
number, through the portal at Tyler's website or by calling software support directly.
Incident Priority
Each incident is assigned a priority number,which corresponds to the client's needs and deadlines.The client
is responsible for reasonably setting the priority of the incident per the chart below.This chart is not intended
to address every type of support incident, and certain "characteristics" may or may not apply depending on
whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud.The goal is to
help guide the client towards clearly understanding and communicating the importance of the issue and to
describe generally expected responses and resolutions.
Priority Characteristics of Support Incident Resolution Targets
Level
Support incident that causes(a)complete Tyler shall provide an initial response to Priority Level 1
application failure or application incidents within one(1) business hour of receipt of the
unavailability; (b)application failure or support incident. Tyler shall use commercially reasonable
1 unavailability in one or more of the efforts to resolve such support incidents or provide a
Critical client's remote location;or(c) systemic circumvention procedure within one(1) business day. For
loss of multiple essential system non-hosted customers,Tyler's responsibility for lost or
functions. corrupted Data is limited to assisting the client in restoring its
last available database.
Support incident that causes(a) repeated, Tyler shall provide an initial response to Priority Level 2
consistent failure of essential functionality incidents within four(4) business hours of receipt of the
affecting more than one user or(b) loss or support incident. Tyler shall use commercially reasonable
2 corruption of Data. efforts to resolve such support incidents or provide a
High circumvention procedure within ten (10) business days. For
non-hosted customers,Tyler's responsibility for loss or
corrupted Data is limited to assisting the client in restoring its
last available database.
Priority Level 1 incident with an existing Tyler shall provide an initial response to Priority Level 3
circumvention procedure,or a Priority incidents within one(1) business day of receipt of the support
Level 2 incident that affects only one user incident. Tyler shall use commercially reasonable efforts to
3 or for which there is an existing resolve such support incidents without the need for a
circumvention procedure. circumvention procedure with the next published
Medium maintenance update or service pack. For non-hosted
customers,Tyler's responsibility for lost or corrupted Data is
limited to assisting the client in restoring its last available
database.
tyler
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Exhibit C
Schedule 1
Priority Characteristics of Support Incident Resolution Targets
Level
Support incident that causes failure of Tyler shall provide an initial response to Priority Level 4
4 non-essential functionality or a cosmetic incidents within two(2) business days. Tyler shall use
Non- or other issue that does not qualify as any commercially reasonable efforts to resolve such support
critical other Priority Level. incidents,as well as cosmetic issues,with a future version
release.
Incident Escalation
Tyler Technology's software support consists of four levels of personnel:
(1) Level 1: front-line representatives
(2) Level 2: more senior in their support role,they assist front-line representatives and take on escalated
issues
(3) Level 3: assist in incident escalations and specialized client issues
(4) Level 4: responsible for the management of support teams for either a single product or a product
group
If a client feels they are not receiving the service needed,they may contact the appropriate Software Support
Manager. After receiving the incident tracking number,the manager will follow up on the open issue and
determine the necessary action to meet the client's needs.
On occasion,the priority or immediacy of a software support incident may change after initiation. Tyler
encourages clients to communicate the level of urgency or priority of software support issues so that we can
respond appropriately. A software support incident can be escalated by any of the following methods:
(1) Telephone—for immediate response, call toll-free to either escalate an incident's priority or to
escalate an issue through management channels as described above.
(2) Email—clients can send an email to software support in order to escalate the priority of an issue
(3) On-line Support Incident Portal—clients can also escalate the priority of an issue by logging into the
client incident portal and referencing the appropriate incident tracking number.
Remote Support Tool
Some support calls require further analysis of the client's database, process or setup to diagnose a problem or
to assist with a question.Tyler will, at its discretion, use an industry-standard remote support tool. Support is
able to quickly connect to the client's desktop and view the site's setup, diagnose problems, or assist with
screen navigation. More information about the remote support tool Tyler uses is available upon request.
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Exhibit D
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Exhibit D
Third Party Terms
No Third Party Terms are included in the Agreement as of the Effective Date.
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Exhibit E
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Exhibit E
Statement of Work
TO BE INSERTED PRIOR TO SIGNATURE
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Exhibit F
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Exhibit F
Socrata Software as a Service Terms and Conditions
SECTION A—DEFINITIONS
Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
• "Agreement" means the agreement under which Tyler has licensed and/or provided access to
the Tyler Software Products to Client.
• "Alert" means a message that is delivered when Client-defined thresholds are exceeded.
• "API" means application-programming interface.
• "Client" means the City of Winter Springs, Florida.
• "Client Data" means data, datasets,files, information, content and links uploaded or provided
by Client through the use of the SaaS Services, but excluding Third Party Services.
• "Confidential Information" means nonpublic information that a reasonable person would
believe to be confidential and includes, without limitation, personal identifying information
(e.g., Social Security numbers) and trade secrets, each as defined by applicable state law.
• "Dataset" means physical collection of information,typically modeled as a table of rows and
columns of data.
• "Data Storage" means the contracted amount of storage capacity for your Data identified in the
Investment Summary.
• "External API Calls" means any request made by a user that is not logged in against a SaaS
Service. If applicable,the number of External API calls that are authorized are identified in the
Investment Summary, attached as Exhibit 1.
• "Investment Summary" means the agreed upon cost proposal for the products and services
attached as Exhibit 1.
• "Monthly Active Users" means a user that is logged in and accesses the SaaS Services more than
ten times per month. If applicable, the number of Monthly Active Users that are authorized to
use the SaaS Services for the Agreement are identified in the Investment Summary.
• "SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary. SaaS
Fees may be listed or referred to as Recurring Fees in Exhibit 1.
• "SaaS Services" means Socrata's off the shelf, cloud-based software service and related
services, including support services, as specified under this Socrata Agreement. SaaS Services do
not include support of an operating system or hardware, support outside of our normal business
hours, or training, consulting, or other professional services.
• "SLA" means the service level agreement described in Section C of this Socrata Agreement.
• "Socrata Agreement" means this Socrata Software as a Service Terms and Conditions.
• "Socrata" means Socrata, a wholly owned subsidiary of Tyler Technologies, Inc., a Delaware
corporation.
• "Third-Party Services" means if any,third-party web-based services or platforms, including but
not limited to third party stock photos and third-party map location services which are provided
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Exhibit F
at no additional charge to you through this Socrata Agreement.
•
we 11, "us", "our" and similar terms mean Tyler.
• "you" and similar terms mean Client.
SECTION B—SAAS SERVICES
1. Rights Granted. Tyler grants to Client the non-exclusive, non-assignable limited right to use the
Socrata-EnerGov Executive Insights Bundle product on a subscription basis according to the terms of
this Socrata Agreement and the SLA. Client may access updates and enhancements to the product,
as described in Section C(1).
2. SaaS Fees. Client agrees to pay Tyler the SaaS Fees.Those amounts are payable in accordance with
Tyler's Invoicing and Payment Policy. The SaaS Fees are based on the number of Monthly Active
Users,API usage,Alerts, and the amount of Data Storage required. Client acknowledges that
continued access to the SaaS Services is contingent upon your timely payment of undisputed SaaS
Fees. If you fail to timely pay the SaaS Fees,we may discontinue your access to the SaaS Services.
We may also terminate this Socrata Agreement if you don't cure such failure to pay within forty-five
(45) days of receiving written notice of our intent to terminate.
3. Ownership.
3.1 Tyler retains all ownership and intellectual property rights to the SaaS Services.
3.2 When Client uploads or provides Client Data to the Socrata SaaS platform, Client grants to Tyler
a perpetual non-exclusive,worldwide, royalty-free, sub-licensable, and transferable license to
use, reproduce, publicly display, distribute, modify, create derivative works of, and translate the
Client Data as needed in response to a Monthly Active User's use of the SaaS Services.
3.3 The SaaS Services provide you with functionality to make all or part of Client Data available to
the general public through one or more public facing websites. Client determines which Client
Data is shared publicly, and Client is solely responsible for determining the online terms of use
and licenses relative to the use by public users ("Public User") of Client Data, and the
enforcement thereof. Once an internal user makes Client Data publicly available using the SaaS
Services,Tyler has no control over a Public User's use, distribution, or misuse of Client Data.
Tyler has no liability or obligation to indemnify for such usage. Users have the ability within the
SaaS Services to remove the public permissions applied to Client Data.
3.4 Tyler reserves the right to develop derivative data assets based on Client's publicly available
data.These uses might include but aren't necessarily limited to: aggregating and summarizing
data; normalizing, standardizing and concatenating data to create new regional or national data
assets; and developing key performance indicators and benchmarks.
3.5 While Tyler agrees to never commercially sell data Client makes publicly available,we reserve
the right to commercially sell derivative data assets we create based on Client's public data.
3.6 Tyler may develop derivative data assets and insights based on aggregated, anonymized views
of Client's internally accessible private data for the purposes of the enhancement of the SaaS
Services, aggregated statistical analysis,technical support and other internal business purposes.
2
41
Exhibit F
3.7 Client retains all ownership and intellectual property rights to the Client Data. Client expressly
recognizes that except to the extent necessary to carry out our obligations contained in this
Socrata Agreement,Tyler does not create or endorse any data used in connection with the SaaS
Services. During the term of the Socrata Agreement, Client may export Client Data as allowed by
the functionality within the SaaS Services.
3.8 If Client provides feedback, information, and/or or suggestions about the SaaS Services, or any
other services provided hereunder, then Tyler (and those it allows to use its technology) may
use such feedback, information, and/or suggestions under a royalty-free, paid-up, and
irrevocable license without obligation to Client.
4. Restrictions.
4.1 You may not: (a) except as explicitly provided for herein, make the SaaS Services or
Documentation resulting from the SaaS Services available in any manner to any third party for
use in the third party's business operations; (b) modify, make derivative works of, disassemble,
reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS
Services in order to build or support, and/or assist a third party in building or supporting,
products or services competitive to us; (d) license, sell, rent, lease,transfer, assign, distribute,
display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise
commercially exploit or make the SaaS Services or Documentation available to any third party
other than as expressly permitted by this Socrata Agreement; (e) use the SaaS Services to store
or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable,
unlawful or tortious material, or to store or transmit material in violation of third party rights; (f)
interfere with or disrupt the integrity or performance of the SaaS Services (including without
limitation,vulnerability scanning, penetration testing or other manual or automated simulations
of adversarial actions, without Tyler's prior written consent); or(g) attempt to gain unauthorized
access to the SaaS Services or its related systems or networks.
4.2 Client acknowledges and understands that the Socrata SaaS Services are not designed to serve
as the system of record and shall not be used in a manner where the interruption of the SaaS
Services could cause personal injury(including death) or property damage.The SaaS Services are
not designed to process or store CAS, PHI or other sensitive data, and by using the Socrata SaaS
Services,you acknowledge and agree that you are using the Socrata SaaS Services at your own
risk and that you are solely responsible for use of data with the SaaS Services in any manner that
is contrary to the uses for which the Socrata SaaS Services are designed and offered for use in
this Agreement.
4.3 Although we have no obligation to screen, edit or monitor the Client Data or Public User content
posted on SaaS Services, if, in our reasonable judgment, we discover your use of the SaaS
Services threatens the security, integrity, stability, or availability of the SaaS Services, or is
otherwise in violation of this Socrata Agreement, we may temporarily suspend the SaaS
Services, or Monthly Active Users' access thereto. Unless Client has conducted penetration
testing or unscheduled performance testing,Tyler will use commercially reasonable efforts to
provide Client with notice and an opportunity to remedy such violation or threat prior to such
suspension. Any penetration testing or unscheduled performance testing conducted by Client
will result in immediate suspension of the SaaS Services.
3
42
Exhibit F
5. Reservation of Rights.The SaaS Services, other services, workflow processes, user interface, designs,
and other technologies provided by Tyler pursuant to this Socrata Agreement are the proprietary
property of Tyler and its licensors.All right,title and interest in and to such items, including all
associated intellectual property rights, remain only with Tyler. Client may not remove or modify any
proprietary marking or restrictive legends from items or services provided under this Socrata
Agreement.Tyler reserves all rights unless otherwise expressly granted in this Socrata Agreement.
6. Access and Usage by Internal Client Users and Contractors.You may allow your internal users and
third party contractors to access the SaaS Services and any technical or policy controls, in
compliance with the terms of this Socrata Agreement,which access must be for your sole benefit.
You are responsible for the compliance with this Socrata Agreement by your internal users and
contractors.
7. Your Responsibilities. Client (a) must keep its passwords secure and confidential; (b) is solely
responsible for all activity occurring under its account; (c) must use commercially reasonable efforts
to prevent unauthorized access to its account and notify Tyler promptly of any such unauthorized
access; (d) may use the SaaS Services only in accordance with the Documentation; and (e) shall
comply with all federal, state and local laws, regulations and policies of Client, as to its use of the
SaaS Services, Client Data,and instructions to Tyler regarding the same.
8. Client Data Backup. Client is providing Socrata a copy of Client Data. Any laws and regulations
governing Client for retention of Client Data remains Client's responsibility. CLIENT IS SOLELY
RESPONSIBLE FOR BACKING UP CLIENT DATA unless otherwise specially agreed in writing between
Tyler and Client.
9. Return of Client Data. Upon request,Tyler will make the SaaS Services available to Client to export
Client Data for a period of sixty(60) days following the termination of this Socrata Agreement. After
such sixty (60) day period has expired, we have no obligation to maintain Client Data and may
destroy the Client Data.
10. APIs. Tyler will provide access to the applicable application-programming interface ("API") as part of
the SaaS Services under the terms of this Socrata Agreement. Subject to the other terms of this
Socrata Agreement,Tyler grants Client a non-exclusive, nontransferable,terminable license to
interact only with the SaaS Services as allowed by the current APIs.
a. Client may not use the APIs in a manner--as reasonably determined by Tyler--that exceeds
the purposes defined in the Investment Summary, constitutes excessive or abusive usage, or
fails to comply with any part of the APIs. If any of these occur,Tyler can suspend or
terminate Client's access to the APIs on a temporary or permanent basis.
b. Tyler may change or remove existing endpoints or fields in API results upon at least 30 days'
notice to Client, but Tyler will use commercially reasonable efforts to support the previous
version of the APIs for at least 6 months from deprecation notice.Tyler may add new
endpoints or fields in API results without prior notice to Client.
c. The APIs may be used to connect the SaaS Services to certain hosted or on premise software
applications not provided by Tyler("Non-Tyler Applications"). Client is solely responsible for
development, license, access to and support of Non-Tyler Applications, and Client's
4
43
Exhibit F
obligations under this Socrata Agreement are not contingent on access to or availability of
any Non-Tyler Application.
d. Any open source code provided is provided as a convenience to you. Such open source code
is provided AS IS and is governed by the applicable open source license that applies to such
code; provided, however, that any such open source licenses will not materially interfere or
prohibit Client's limited right to use the SaaS Services for its internal business purposes.
11. Data Security Measures. In order to protect your Confidential Information, we will: (a) implement
and maintain all reasonable security measures appropriate to the nature of the Confidential
Information including without limitation,technical, physical, administrative and organizational
controls, and will maintain the confidentiality, security and integrity of such Confidential
Information; (b) implement and maintain industry standard systems and procedures for detecting,
mitigating, and responding to attacks, intrusions, or other systems failures and regularly test or
otherwise monitor the effectiveness of the safeguards' key controls, systems, and procedures; (c)
designate an employee or employees to coordinate implementation and maintenance of its Security
Measures (as defined below); and (d) identify reasonably foreseeable internal and external risks to
the security, availability, confidentiality, and integrity of Confidential Information that could result in
the unauthorized disclosure, misuse, alteration, destruction or other compromise of such
information, and assess the sufficiency of any safeguards in place to control these risks (collectively,
Security Measures). Client acknowledges and agrees that Tyler's obligations with respect to Security
Measures is subject to Section B(4.2) above.
12. Notice of Data Breach. If Tyler knows that Confidential Information has been accessed, disclosed, or
acquired without proper authorization and contrary to the terms of this Socrata Agreement, we will
alert Client of any such data breach in accordance with applicable law, and take such actions as may
be necessary to preserve forensic evidence and return the SaaS Services to standard operability. If
so required,Tyler will provide notice in accordance with applicable federal or State data breach
notification laws.
13. Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Socrata 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("Confidential
Information"). 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 Socrata 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 Socrata Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or
(d) is the subject of a legitimate disclosure request under the open records laws or similar
5
44
Exhibit F
applicable public disclosure laws governing this Socrata Agreement; provided, however,that
in the event you receive an open records or other similar applicable request,you will give us
prompt notice and otherwise perform the functions required by applicable law.
SECTION C—OTHER SERVICES
1. Service Level Agreement (SLA) &Warranty.
1.1 Service Warranty.Tyler warrants to Client that the functionality or features of the SaaS Services
will substantially perform as communicated to Client in writing, or their functional equivalent,
but Tyler has the right to update functionality.The support policies may change but will not
materially degrade during the term. Tyler may deprecate features upon at least 30 days' notice
to Client, but Tyler will use commercially reasonable efforts to support the previous features for
at least 6 months following the deprecation notice.The deprecation notice will be posted at
https://support.socrata.com.
1.2 Uptime Service Level Warranty. We will use commercially reasonable efforts to maintain the
online availability of the SaaS Service for a minimum of availability in any given month as
provided in the chart below (excluding maintenance scheduled downtime, outages beyond our
reasonable control, and outages that result from any issues caused by you, your technology or
your suppliers or contractors, Service is not in the production environment,you are in breach of
this Socrata Agreement, or you have not pre-paid for SaaS Fees for the Software as a Service in
the month in which the failure occurred).
Availability SLA Credit
99.9% 3%of monthly fee for each full hour of an
outage that adversely impacted Client's access
or use of the SaaS Services (beyond the
warranty).
Maximum amount of the credit is 100%of the prorated SaaS Service Fees for such month, or
$1,800.00, whichever is less, and the minimum credit cannot be less than $100.00.
1.3 Limited Remedy.Your exclusive remedy and our sole obligation for our failure to meet the
warranty under Section C(8.2) is the provision by us of the credit for the applicable month, as
provided in the chart above (if this Socrata Agreement is not renewed then a refund in the
amount of the credit owed); provided that you notify us of such breach of the warranty within
thirty (30) days of the end of that month.
SECTION D—THIRD-PARTY SERVICES
1. Third -Party Services. Client may be provided with access and usage of Third-Party Services through
use of the SaaS Services. Client must agree to such Third-Party Service contracts if Client chooses to
use those Third-Party Services.Third-Party Services will be solely governed by such Third-Party
Service contracts.
6
45
Exhibit F
2. Disclaimer.You acknowledge that we are not the provider of any Third-Party Services. We do not
warrant or guarantee the performance of the Third-Party Services.
SECTION E-INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in
the Investment Summary, subject to Section E(2).
2. Invoice Disputes. If you believe any delivered item does not conform to the warranties in this
Socrata Agreement, you will provide us with written notice within thirty(30) days of your receipt of
the applicable invoice. The written notice must contain reasonable detail of the issues you contend
are in dispute so that we can confirm the issue and respond to your notice with either a justification
of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your
notice. We will work with you as may be necessary to develop an action plan that outlines
reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may
withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete
the action items outlined in the plan. If we are unable to complete the action items outlined in the
action plan because of your failure to complete the items agreed to be done by you,then you will
remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services,
including maintenance and support services, if you fail to pay an invoice not disputed as described
above within fifteen (15) days of notice of our intent to do so.
SECTION F—TERM
1. Term. The initial term of this Socrata Agreement is for three (3)years from the first day of the first
month following the Effective Date, unless earlier terminated as set forth below. Upon expiration of
the initial term,this Socrata Agreement may be renewed by mutual agreement of the parties for
two (2) additional one (1)year renewal terms at our then-current rates but otherwise upon the
same terms and conditions herein. Your right to access or use the SaaS Services will terminate at
the end of this Socrata Agreement.
SECTION G—LIMITATION OF LIABILITY
1. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SOCRATA AGREEMENT
AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL
OTHER WARRANTIES AND CONDITIONS,WHETHER EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO,ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF
MERCHANTABILITY,TITLE OR FITNESS FOR A PARTICULAR PURPOSE. WHILE TYLER TAKES
REASONABLE PHYSICAL,TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SAAS
SERVICES,TYLER DOES NOT GUARANTEE THAT THE SAAS SERVICES CANNOT BE COMPROMISED.
YOU UNDERSTAND THAT THE SAAS SERVICES MAY NOT BE ERROR FREE,AND USE MAY BE
INTERRUPTED.
2. LIMITATION OF LIABILITY. OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS SOCRATA
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
ONE AND A HALF(1.5)TIMES THE THEN-CURRENT ANNUAL SOCRATA SAAS FEES PAYABLE BY YOU.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS SOCRATA
7
46
Exhibit F
AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM
EXTENT ALLOWED UNDER APPLICABLE LAW,THE EXCLUSION OF CERTAIN DAMAGES,AND EACH
SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE
FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION OBLIGATIONS
UNDER THE AGREEMENT.
3. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
8
47
•
tyler
•• techriulogies
City of Winter springs
SOW from Tyler Technologies, Inc.
11/16/2020
Presented to:
Christopher Schmidt
1126 East State Road 434
Winter Springs, Florida 32708
Contact:
Garth Magness
Email: Garth.Magness@TylerTech.com
2160 Satellite Blvd.,Suite 300, Duluth, GA 30097
418
Table of Contents -
PART 1: EXECUTIVE SUMMARY...............................................................................................................1
1.Project Overview................................................................................................................................. 1
1.11ntroduction............................................................................................................................................... 1
1.2Project Goals.............................................................................................................................................. 1
1.3Methodology.............................................................................................................................................. 1
PART 2: PROJECT FOUNDATION.............................................................................................................3
2.Project Governance.............................................................................................................................. 3
3.Project Scope Control...........................................................................................................................4
3.1Managing Scope and Project Change........................................................................................................ 4
3.2Change Control .......................................................................................................................................... 4
3.3Change Request Management................................................................................................................... 4
4.Acceptance Process.............................................................................................................................. 6
5.Roles and Responsibilities.................................................................................................................... 6
5.1Tyler Roles& Responsibilities.................................................................................................................... 6
5.1.1Tyler Executive Sponsor...................................................................................................................... 7
5.1.2Tyler Implementation Manager.......................................................................................................... 7
5.1.3Tyler Project Manager........................................................................................................................ 7
5.1.4Tyler Implementation Consultant....................................................................................................... 8
5.1.5Tyler Sales........................................................................................................................................... 8
5.1.6TylerTechnical Services...................................................................................................................... 9
5.2City of Winter Springs Roles& Responsibilities......................................................................................... 9
5.2.1City of Winter Springs Executive Sponsor........................................................................................... 9
5.2.2City of Winter Springs Steering Committee........................................................................................ 9
5.2.3City of Winter Springs Project Manager........................................................................................... 10
5.2.4City of Winter Springs Functional Leads........................................................................................... 11
5.2.5City of Winter Springs Power Users.................................................................................................. 12
5.2.6City of Winter Springs End Users...................................................................................................... 12
5.2.7City of Winter Springs Technical Lead .............................................................................................. 12
5.2.8City of Winter Springs Change Management Lead........................................................................... 13
PART 3: PROJECT PLAN........................................................................................................................... 14
6.Project Stages.....................................................................................................................................14
6.11nitiate and Plan....................................................................................................................................... 15
6.1.11nitial Coordination ........................................................................................................................... 15
6.1.2Project/Phase Planning..................................................................................................................... 16
6.1.31nfrastructure Planning..................................................................................................................... 17
City of Winter Springs
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6.1.4Stakeholder Meeting ........................................................................................................................ 18
6.1.5GIS Preparation................................................................................................................................. 19
6.1.6Control Point 1: Initiate & Plan Stage Acceptance............................................................................ 20
6.2Assess& Define........................................................................................................................................ 21
6.2.1Solution Orientation ......................................................................................................................... 21
6.2.2Current& Future State Analysis ....................................................................................................... 22
6.2.3Conversion Assessment.................................................................................................................... 23
6.2.41ntentionally left blank...................................................................................................................... 24
6.2.51ntentionally left blank...................................................................................................................... 24
6.2.6Control Point 2:Assess & Define Stage Acceptance......................................................................... 24
6.3Prepare Solution...................................................................................................................................... 25
6.3.11nitial System Deployment................................................................................................................ 25
6.3.2Configuration.................................................................................................................................... 26
6.3.3Process Refinement.......................................................................................................................... 27
6.3.4Conversion Delivery.......................................................................................................................... 28
6.3.51ntentionally left blank...................................................................................................................... 30
6.3.61ntentionally left blank...................................................................................................................... 30
6.3.7Control Point 3: Prepare Solution Stage Acceptance ....................................................................... 30
6.413roduction Readiness.............................................................................................................................. 31
6.4.1Solution Validation............................................................................................................................ 31
6.4.2Go-Live Readiness............................................................................................................................. 32
6.4.3End User Training.............................................................................................................................. 33
6.4.4Control Point 4: Production Readiness Stage Acceptance................................................................ 34
6.513roduction................................................................................................................................................ 34
6.5.1Go-Live.............................................................................................................................................. 34
6.5.2Transition to Client Services ............................................................................................................. 36
6.5.3Post Go-Live Activities....................................................................................................................... 37
6.5.4Control Point 5: Production Stage Acceptance................................................................................. 38
6.6Close......................................................................................................................................................... 38
6.6.113hase Closeout.................................................................................................................................. 38
6.6.213roject Closeout................................................................................................................................ 39
6.6.3Control Point 6: Close Stage Acceptance..........................................................................................40
7.General Assumptions..........................................................................................................................40
7.1Project......................................................................................................................................................41
7.20rganizational Change Management......................................................................................................41
7.3Resources and Scheduling.......................................................................................................................41
7.4Data..........................................................................................................................................................42
7.5Facilities ...................................................................................................................................................42
8.Glossary..............................................................................................................................................43
PART 4:APPENDICES...............................................................................................................................46
9.Conversion..........................................................................................................................................46
9.1Data Conversion Process for EnerGov Enterprise Server........................................................................46
City of Winter Springs
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9.1.10ve rvi ew:..........................................................................................................................................46
9.1.2Modularized Design:.........................................................................................................................46
9.1.3Required Fields: ................................................................................................................................46
9.1.4Custom Fields(any fields not available in the master table for the module in question):...............46
9.1.5Gap Handling(where legacy data doesn't fit anywhere within EG_Template): ..............................47
9.1.6Contacts:...........................................................................................................................................47
9.1.7Multiple Legacy Data Sources:..........................................................................................................47
9.1.8Overall Architecture of Conversion: .................................................................................................47
9.1.9Progression of Conversion Development Process:...........................................................................49
9.1.10Progression of Final Conversion Cutover Process(Go-Live):.......................................................... 50
9.1.11Data Import Areas:.......................................................................................................................... 50
9.1.12Business Management.................................................................................................................... 50
9.1.13Community Development: Code Cases .......................................................................................... 50
9.1.14Community Development: Permits................................................................................................ 51
9.1.15Community Development: Plans.................................................................................................... 51
10.Additional Appendices ......................................................................................................................53
10.1intentionally left blank........................................................................................................................... 53
11.Project Timeline................................................................................................................................53
11.1EnerGov 12 Month Timeline.................................................................................................................. 53
City of Winter Springs
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Part 1 : Executive Summary
1. Project Overview
1.1 Introduction
Tyler Technologies ("Tyler") is the largest and most established provider of integrated software and
technology services focused solely on the public sector. Tyler's end-to-end solutions empower public sector
entities including local, state, provincial and federal government, to operate more efficiently and connect
more transparently with their constituents and with each other. By connecting data and processes across
disparate systems, Tyler's solutions transform how clients gain actionable insights that solve problems in their
communities.
1.2 Project Goals
This Statement of Work ("SOW") documents the methodology, implementation stages, activities, and roles
and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler
and Client (collectively the "Project").
The overall goals of the project are to:
■ Successfully implement the contracted scope on time and on budget
■ Increase operational efficiencies and empower users to be more productive
■ Improve accessibility and responsiveness to external and internal customer needs
■ Overcome current challenges and meet future goals
■ Providing a user-friendly user interface to promote system use and productivity
■ Streamline business processes through automation, integration, and workflows
■ Provide a single, comprehensive, and integrated solution to manage business functions
■ Eliminate redundant data entry
1.3 Methodology
This is accomplished by City of Winter Springs and Tyler working as a partnership and Tyler utilizing its depth
of implementation experience. While each Project is unique, all will follow Tyler's six-stage methodology.
Each of the six stages is comprised of multiple work packages, and each work package includes a narrative
description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix.
Tailored specifically for Tyler's public sector clients, the project methodology contains Stage Acceptance
Control Points throughout each Phase to ensure adherence to scope, budget, timeline controls, effective
communications, and quality standards. Clearly defined,the project methodology repeats consistently across
Phases, and is scaled to meet the Client's complexity and organizational needs.
City of Winter Springs
Tyler Technologies, Inc. Page 1
52
-- — _
di
---;�,�
Tyler's Six Stage Project Methodology
3 "Y1 I
PLAN M& 17 •1 1 IINESS -A
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TWA
. 1
PROJECT
The methodology adapts to both single-phase and multiple-phase projects.
To achieve Project success, it is imperative that both City of Winter Springs and Tyler commit to including the
necessary leadership and governance. During each stage of the Project, it is expected that City of Winter
Springs and Tyler Project teams work collaboratively to complete tasks. An underlying principle of Tyler's
Implementation process is to employ an iterative model where City of Winter Springs's business processes
are assessed, configured, validated, and refined cyclically in line with the project budget.This approach is
used in multiple stages and work packages as illustrated in the graphic below.
Iterative Project Model
The delivery approach is systematic, which reduces variability and mitigates risks to ensure Project success.As
illustrated, some stages, along with work packages and tasks, are intended to be overlapping by nature to
efficiently and effectively complete the Project.
City of Winter Springs
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Part 2 : Project Foundation
2. Project Governance
Project governance is the management framework within which Project decisions are made. The role of
Project governance is to provide a decision-making approach that is logical, robust, and repeatable. This
allows organizations to have a structured approach for conducting its daily business in addition to project
related activities.
This section outlines the resources required to adequately meet the business needs, objectives, and priorities
for the Project, communicate the goals to other Project participants, and provide support and guidance to
accomplish these goals. Project governance defines the structure for escalation of issues and risks, Change
Control review and authority, and Organizational Change Management activities.Throughout the Statement
of Work Tyler has provided RACI Matrices for activities to be completed throughout the implementation
which will further outline responsibilities of different roles in each stage. Further refinement of the
governance structure, related processes, and specific roles and responsibilities occurs during the Initiate &
Plan Stage.
The chart below illustrates an overall team perspective where Tyler and City of Winter Springs collaborate to
resolve Project challenges according to defined escalation paths. In the event that project managers do not
possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation
management and City of Winter Springs Steering Committee become the escalation points to triage
responses prior to escalation to City of Winter Springs and Tyler executive sponsors. As part of the escalation
process, each Project governance tier presents recommendations and supporting information to facilitate
knowledge transfer and issue resolution. City of Winter Springs and Tyler executive sponsors serve as the final
escalation point.
Project Governance Relationships
LEADERSHIPr CLIENT LEADERSHIP TYLER
EXECUTIVE SPONSOR EXECUTIVE SPONSOR
Champions the project,secures buy-in,provides
oversight and ultimate decision-making Provides oversight and ultimate decision-making
STEERING COMMITTEE IMPLEMENTATION MANAGER
Monitors progress,goals and objectives Monitors progress
PROJECT MANAGER PROJECT MANAGER
Oversees project schedule and tasks - Oversees project schedule and tasks
City of Winter Springs
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54
3. Project Scope Control
3.1 Managing Scope and Project Change
Project Management governance principles contend that there are three connected constraints on a Project:
budget,timeline, and scope.These constraints, known as the 'triple constraints' or Project management
triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the
work performed to deliver a product, service or result with the specified features and functions, while time is
simply defined as the schedule. The Triple Constraint theory states that if you change one side of the triangle,
the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased,
cost and time to complete will also need to increase. The Project and executive teams will need to remain
cognizant of these constraints when making impactful decisions to the Project. A simple illustration of this
triangle is included here, showing the connection of each item and their relational impact to the overall
Scope.
Project Management Triangle
4 QUALITY
IIIJI i
A pillar of any successful project is the ability to properly manage scope while allowing the appropriate level
of flexibility to incorporate approved changes. Scope and changes within the project will be managed using
the change control process outlined in the following section.
3.2 Change Control
It may become necessary to change the scope of this Project due to unforeseeable circumstances (e.g., new
constraints or opportunities are discovered).This Project is being undertaken with the understanding that
Project scope, schedule, and/or cost may need to change in order to produce optimal results for
stakeholders. Changes to contractual requirements will follow the change control process specified in the
final contract, and as described below.
3.3 Change Request Management
Should the need for a change to Project scope, schedule, and/or cost be identified during the Project,the
change will be brought to the attention of the Steering Committee and an assessment of the change will
occur. While such changes may result in additional costs and possible delays relative to the schedule, some
changes may result in less cost to City of Winter Springs;for example, City of Winter Springs may decide it no
City of Winter Springs
Tyler Technologies, Inc. Page 4
55
longer needs a deliverable originally defined in the Project. The Change Request will include the following
information:
■ The nature of the change.
■ A good faith estimate of the additional cost or associated savings to City of Winter Springs, if any.
■ The timetable for implementing the change.
■ The effect on and/or risk to the schedule, resource needs or resource responsibilities.
City of Winter Springs will use its good faith efforts to either approve or disapprove any Change Request
within ten (10) Business Days (or other period as mutually agreeable between Tyler and City of Winter
Springs). Any changes to the Project scope, budget, or timeline must be documented and approved in writing
using a Change Request form. These changes constitute a formal amendment to the Statement of Work and
will supersede any conflicting term in the Statement of Work.
Change Request Process
IF-
16- NEED SCOPE DETAILS REQUESTCHANGES
CLIENT IDENTIFIES TYLER ASSESSES/ CLIENTDETAILS IF TYLER AGREES CLIENT AUTHORIZES SCHEDULED ADJUSTED TO
NEEDI DESIRE FOR DETERMINES OUT NEED IN CHANGE WITH THE REQUEST OR DECLINES THE ACCOMMODATE THE
CHANGE OF SCOPE REQUEST FORM CHANGE CHANGE IT NECESSARY
If Tyler Agrees wltti Request
Estimate provided t client, Includingaedmonof new tasks
otherwise reason for denial that result from the change
provided
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4. Acceptance Process
The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will
vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success
of the Project that each City of Winter Springs office or department designates specific individuals for making
decisions on behalf of their offices or departments.
Both Tyler and the City of Winter Springs will identify representative project managers.These individuals will
represent the interests of all stakeholders and serve as the primary contacts between the two organizations.
The coordination of gaining client feedback and approval on Project deliverables will be critical to the success
of the Project.The City of Winter Springs project manager will strive to gain deliverable and decision
approvals from all authorized City of Winter Springs representatives. Given that the designated decision-
maker for each department may not always be available, there must be a designated proxy for each decision
point in the Project. Assignment of each proxy will be the responsibility of the leadership from each City of
Winter Springs department.The proxies will be named individuals that have the authorization to make
decisions on behalf of their department.
The following process will be used for accepting Deliverables and Control Points:
■ The City of Winter Springs shall have five (5) business days from the date of delivery, or as otherwise
mutually agreed upon by the parties in writing,to accept each Deliverable or Control Point. If the City
of Winter Springs does not provide acceptance or acknowledgement within five (5) business days, or
the otherwise agreed upon timeframe, not to be unreasonably withheld,Tyler deems the Deliverable
or Control Point as accepted.
■ If the City of Winter Springs does not agree the particular Deliverable or Control Point meets
requirements,the City of Winter Springs shall notify Tyler project manager(s), in writing, with
reasoning within five (5) business days, or the otherwise agreed-upon timeframe, not to be
unreasonably withheld, of receipt of the Deliverable.
■ Tyler shall address any deficiencies and redeliver the Deliverable or Control Point.The City of Winter
Springs shall then have two (2) business days from receipt of the redelivered Deliverable or Control
Point to accept or again submit written notification of reasons for rejecting the milestone. If the City
of Winter Springs does not provide acceptance within two (2) business days, or the otherwise agreed
upon timeframe, not to be unreasonably withheld,Tyler deems the Deliverable or Control Point as
accepted.
5. Roles and Responsibilities
The following defines the roles and responsibilities of each Project resource for City of Winter Springs and
Tyler. Roles and responsibilities may not follow the organizational chart or position descriptions at City of
Winter Springs, but are roles defined within the Project. It is common for individual resources on both the
Tyler and client project teams to fill multiple roles. Similarly, it is common for some roles to be filled by
multiple people.
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5.1 Tyler Roles & Responsibilities
Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one
Phase in duration).Additional Tyler resources are assigned as the schedule develops and as needs arise.
5.1.1 Tyler Executive Sponsor
Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation
process.This team member offers additional support to the Project team and collaborates with other Tyler
department managers as needed in order to escalate and facilitate implementation Project tasks and
decisions.
■ Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying
City of Winter Springs's overall organizational strategy.
■ Authorizes required Project resources.
■ Resolves all decisions and/or issues not resolved at the implementation management level as part of
the escalation process.
■ Acts as the counterpart to City of Winter Springs's executive sponsor.
5.1.2 Tyler Implementation Manager
■ Tyler implementation management has indirect involvement with the Project and is part of the Tyler
escalation process. The Tyler project managers consult implementation management on issues and
outstanding decisions critical to the Project. Implementation management works toward a solution
with the Tyler Project Manager or with City of Winter Springs management as appropriate.Tyler
executive management is the escalation point for any issues not resolved at this level.
■ Assigns Tyler Project personnel.
■ Provides support for the Project team.
■ Provides management support for the Project to ensure it is staffed appropriately and staff have
necessary resources.
■ Monitors Project progress including progress towards agreed upon goals and objectives.
5.1.3 Tyler Project Manager
■ The Tyler project manager(s) provides oversight of the Project, coordination of Tyler resources
between departments, management of the Project budget and schedule, effective risk and issue
management, and is the primary point of contact for all Project related items. As requested by the
client,the Tyler Project Manager provides regular updates to the client Steering Committee and
other Tyler governance members.Tyler Project Manager's role includes responsibilities in the
following areas:
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MOM
5.1.3.1 Contract Management
■ Validates contract compliance throughout the Project.
■ Ensures Deliverables meet contract requirements.
■ Acts as primary point of contact for all contract and invoicing questions.
■ Prepares and presents contract milestone sign-offs for acceptance by City of Winter Springs project
manager(s).
■ Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.
5.1.3.2 Planning
■ Delivers project planning documents.
■ Defines Project tasks and resource requirements.
■ Develops initial Project schedule and Project Management Plan.
■ Collaborates with City of Winter Springs project manager(s) to plan and schedule Project timelines to
achieve on-time implementation.
5.1.3.3 Implementation Management
■ Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus
actual are transparent and handled effectively and efficiently.
■ Establishes and manages a schedule and Tyler resources that properly support the Project Schedule
and are also in balance with Scope/budget.
■ Establishes risk/issue tracking/reporting process between City of Winter Springs and Tyler and takes
all necessary steps to proactively mitigate these items or communicate with transparency to City of
Winter Springs any items that may impact the outcomes of the Project.
■ Collaborates with City of Winter Springs's project manager(s)to establish key business drivers and
success indicators that will help to govern Project activities and key decisions to ensure a quality
outcome of the project.
■ Collaborates with City of Winter Springs's project manager(s) to set a routine communication plan
that will aide all Project team members, of both City of Winter Springs and Tyler, in understanding the
goals, objectives, current status, and health of the Project.
5.1.3.4 Resource Management
■ Acts as liaison between Project team and Tyler manager(s).
■ Identifies and coordinates all Tyler resources across all applications, Phases, and activities including
development,forms, installation, reports, implementation, and billing.
■ Provides direction and support to Project team.
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� —
■ Manages the appropriate assignment and timely completion of tasks as defined in the Project
Schedule, task list, and Go-Live Checklist.
■ Assesses team performance and adjusts as necessary.
■ Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks.
5.1.4 Tyler Implementation Consultant
■ Completes tasks as assigned by the Tyler project manager(s).
■ Documents activities for services performed by Tyler.
■ Guides City of Winter Springs through software validation process following configuration.
■ Assists during Go-Live process and provides support until City of Winter Springs transitions to Client
Services.
■ Facilitates training sessions and discussions with City of Winter Springs and Tyler staff to ensure
adequate discussion of the appropriate agenda topics during the allotted time.
■ May provide conversion review and error resolution assistance.
5.1.5 Tyler Sales
■ Supports Sales to Implementation knowledge transfer during Initiate & Plan.
■ Provides historical information, as needed, throughout implementation.
■ Participates in pricing activities if additional licensing and/or services are needed.
5.1.6 Tyler Technical Services
■ Maintains Tyler infrastructure requirements and design document(s).
■ Involved in system infrastructure planning/review(s).
■ Provides first installation of licensed software with initial database on servers.
■ Supports and assists the project team with technical/environmental issues/needs.
■ Deploys Tyler products.
■ Provides technical training.
■ Conducts GIS Planning.
■ Reviews GIS data and provides feedback to the client.
■ Loads client provided GIS data into the system.
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5.2 City of Winter Springs Roles & Responsibilities
City of Winter Springs resources will be assigned prior to the start of each Phase of the Project. One person
may be assigned to multiple Project roles.
5.2.1 City of Winter Springs Executive Sponsor
The City of Winter Springs executive sponsor provides support to the Project by providing strategic direction
and communicating key issues about the Project and its overall importance to the organization. When called
upon,the executive sponsor also acts as the final authority on all escalated Project issues. The executive
sponsor engages in the Project, as needed, in order to provide necessary support, oversight, guidance, and
escalation, but does not participate in day-to-day Project activities. The executive sponsor empowers the City
of Winter Springs steering committee, project manager(s), and functional leads to make critical business
decisions for City of Winter Springs.
■ Champions the project at the executive level to secure buy-in.
■ Authorizes required project resources.
■ Actively participates in organizational change communications.
5.2.2 City of Winter Springs Steering Committee
The City of Winter Springs steering committee understands and supports the cultural change necessary for
the Project and fosters an appreciation for the Project's value throughout the organization.The steering
committee oversees the City of Winter Springs project manager and Project as a whole through participation
in regular internal meetings. The City of Winter Springs steering committee remains updated on all Project
progress, Project decisions, and achievement of Project milestones. The City of Winter Springs steering
committee also serves as primary level of issue resolution for the Project.
■ Works to resolve all decisions and/or issues not resolved at the project manager level as part of the
escalation process.
■ Attends all scheduled steering committee meetings.
■ Provides support for the project team.
■ Assists with communicating key project messages throughout the organization.
■ Prioritizes the project within the organization.
■ Ensures the project staffed appropriately and that staff have necessary resources.
■ Monitors project progress including progress towards agreed upon goals and objectives.
■ Has the authority to approve or deny changes impacting the following areas:
o Cost
o Scope
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-Al
am-,
ws
o Schedule
o Project Goals
o City of Winter Springs Policies
o Needs of other client projects
5.2.3 City of Winter Springs Project Manager
City of Winter Springs shall assign project manager(s) prior to the start of this project with overall
responsibility and authority to make decisions related to Project Scope, scheduling, and task assignment. City
of Winter Springs Project Manager should communicate decisions and commitments to the Tyler project
manager(s) in a timely and efficient manner. When City of Winter Springs project manager(s) do not have the
knowledge or authority to make decisions, he or she engages the necessary resources to participate in
discussions and make decisions in a timely fashion to avoid Project delays.The client project manager(s) are
responsible for reporting to client steering committee and determining appropriate escalation points.
5.2.3.1 Contract Management
■ Validates contract compliance throughout the project.
■ Ensures that invoicing and Deliverables meet contract requirements.
■ Acts as primary point of contact for all contract and invoicing questions. Collaborates on and
approves Change Requests, if needed, to ensure proper scope and budgetary compliance.
5.2.3.2 Planning
■ Reviews and accepts project planning documents.
■ Defines project tasks and resource requirements for City of Winter Springs project team.
■ Collaborates in the development and approval of the project schedule.
■ Collaborates with Tyler project manager(s)to plan and schedule project timelines to achieve on-time
implementation.
5.2.3.3 Implementation Management
■ Tightly manages project budget and scope.
■ Collaborates with Tyler project manager(s)to establish a process and approval matrix to ensure that
scope changes and budget (planned versus actual) are transparent and handled effectively and
efficiently.
■ Collaborates with Tyler project manager to establish and manage a schedule and resource plan that
properly supports the project schedule as a whole and is also in balance with scope and budget.
■ Collaborates with Tyler project manager(s)to establish risk and issue tracking and reporting process
between City of Winter Springs and Tyler and takes all necessary steps to proactively mitigate these
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items or communicate with transparency to Tyler any items that may impact the outcomes of the
project.
■ Collaborates with Tyler project manager(s)to establish key business drivers and success indicators
that will help to govern project activities and key decisions to ensure a quality outcome of the project.
■ Routinely communicates with both City of Winter Springs staff and Tyler, aiding in the understanding
of goals, objectives, current status, and health of the project by all team members.
■ Manages the requirements gathering process and ensure timely and quality business requirements
are being provided to Tyler.
5.2.3.4 Resource Management
■ Acts as liaison between project team and stakeholders.
■ Identifies and coordinates all City of Winter Springs resources across all modules, phases, and
activities including data conversions,forms design, hardware and software installation, reports
building, and satisfying invoices.
■ Provides direction and support to project team.
■ Builds partnerships among the various stakeholders, negotiating authority to move the project
forward.
■ Manages the appropriate assignment and timely completion of tasks as defined.
■ Assesses team performance and takes corrective action, if needed.
■ Provides guidance to City of Winter Springs technical teams to ensure appropriate response and
collaboration with Tyler Technical Support Teams in order to ensure timely response and appropriate
resolution.
■ Owns the relationship with in-Scope 3rd party providers and aligns activities with ongoing project
tasks.
■ Ensures that users have appropriate access to Tyler project toolsets as required.
■ Conducts training on proper use of toolsets.
■ Validates completion of required assignments using toolsets.
5.2.4 City of Winter Springs Functional Leads
■ Makes business process change decisions under time sensitive conditions.
■ Communicates existing business processes and procedures to Tyler consultants.
■ Assists in identifying business process changes that may require escalation.
■ Contributes business process expertise for Current& Future State Analysis.
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■ Identifies and includes additional subject matter experts to participate in Current& Future State
Analysis.
■ Validates that necessary skills have been retained by end users.
■ Provides End Users with dedicated time to complete required homework tasks.
■ Acts as an ambassador/champion of change for the new process and provide business process
change support.
■ Identifies and communicates any additional training needs or scheduling conflicts to City of Winter
Springs project manager.
■ Actively participates in all aspects of the implementation, including, but not limited to,the following
key activities:
o Task completion
o Stakeholder Meeting
o Project Management Plan development
o Schedule development
o Maintenance and monitoring of risk register
o Escalation of issues
o Communication with Tyler project team
o Coordination of City of Winter Springs resources
o Attendance at scheduled sessions
o Change management activities
o Modification specification, demonstrations,testing and approval assistance
o Data analysis assistance
o Decentralized end user training
o Process testing
o Solution Validation
5.2.5 City of Winter Springs Power Users
■ Participate in project activities as required by the project team and project manager(s).
■ Provide subject matter expertise on City of Winter Springs business processes and requirements.
■ Act as subject matter experts and attend Current& Future State Analysis sessions as needed.
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■ Attend all scheduled training sessions.
■ Participate in all required post-training processes as needed throughout project.
■ Test all application configuration to ensure it satisfies business process requirements.
■ Become application experts.
■ Participate in Solution Validation.
■ Adopt and support changed procedures.
■ Complete all deliverables by the due dates defined in the project schedule.
■ Demonstrate competency with Tyler products processing prior to Go-live.
■ Provide knowledge transfer to City of Winter Springs staff during and after implementation.
■ Participate in conversion review and validation.
5.2.6 City of Winter Springs End Users
■ Attend all scheduled training sessions.
■ Become proficient in application functions related to job duties.
■ Adopt and utilize changed procedures.
■ Complete all deliverables by the due dates defined in the project schedule.
■ Utilize software to perform job functions at and beyond Go-live.
5.2.7 City of Winter Springs Technical Lead
■ Coordinates updates and releases with Tyler as needed.
■ Coordinates the copying of source databases to training/testing databases as needed for training
days.
■ Coordinates and adds new users, printers and other peripherals as needed.
■ Validates that all users understand log-on process and have necessary permission for all training
sessions.
■ Coordinates interface development for City of Winter Springs third party interfaces.
■ Develops or assists in creating reports as needed.
■ Ensures on-site system meets specifications provided by Tyler.
■ Assists with software installation as needed.
■ Extracts and transmits conversion data and control reports from City of Winter Springs's legacy
system per the conversion schedule set forth in the project schedule.
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oil
5.2.7.1 City of Winter Springs GIS
■ Participates in GIS planning activities.
■ Responsible for management and maintenance of City of Winter Springs GIS infrastructure and data.
■ Ensures GIS data/service endpoints are in alignment with Tyler software requirements.
■ Provides Tyler implementation team with GIS data/service access information.
5.2.7.2 City of Winter Springs Upgrade Coordination
■ Becomes familiar with the software upgrade process and required steps.
■ Becomes familiar with Tyler's releases and updates.
■ Utilizes Tyler resources to stay abreast of the latest Tyler releases and updates, as well as the latest
helpful tools to manage City of Winter Springs's software upgrade process.
■ Assists with the software upgrade process during implementation.
■ Manages software upgrade activities post-implementation.
■ Manages software upgrade plan activities.
■ Coordinates software upgrade plan activities with City of Winter Springs and Tyler resources.
■ Communicates changes affecting users and department stakeholders.
■ Obtains department stakeholder acceptance to upgrade production environment.
5.2.8 City of Winter Springs Change Management Lead
■ Validates that users receive timely and thorough communication regarding process changes.
■ Provides coaching to supervisors to prepare them to support users through the project changes.
■ Identifies the impact areas resulting from project activities and develops a plan to address them
proactively.
■ Identifies areas of resistance and develops a plan to reinforce the change.
■ Monitors post-production performance and new process adherence.
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Part 3 : Project Plan
6. Project Stages
Work Breakdown Structure
The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into
smaller, more manageable components.The top-level components are called "Stages" and the second level
components are called "Work Packages".The work packages, shown below each stage, contain the high-level
work to be done.The detailed Project Schedule, developed during Project/Phase Planning and finalized during
subsequent stages, lists the tasks to be completed within each work package. Each stage ends with a "Control
Point", confirming the work performed during that stage of the Project has been accepted by City of Winter
Springs.
Work Breakdown Structure (WBS)
PREPAREINITIATE ASSESS&&PLAN 2 DEFINE SOLUTION 5W;
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.
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1.4 Stakeholder F2.4 Modification Ir3A Conversion
IL Planning Ai L Analysis IL Delivery
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is
i
'items noted with an asterisk in the graphic above relate to specific products and services.if those products and services are not included in the scope of
the contract,these specific work packages will be noted as"Intentionally Leh Blank"in Section 6 of the Statement of Work.
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6.1 Initiate and Plan
The Initiate and Plan stage involves Project initiation, infrastructure, and planning.This stage creates a
foundation for the Project by identifying and establishing sequence and timing for each Phase as well as
verifying scope for the Project. This stage will be conducted at the onset of the Project, with a few unique
items being repeated for the additional Phases as needed.
6.1.1 Initial Coordination
Prior to Project commencement,Tyler management assigns project manager(s). Additional Project resources
will be assigned later in the Project as a Project schedule is developed.Tyler provides City of Winter Springs
with initial Project documents used to gather names of key personnel, their functional role as it pertains to
the Project, as well as any blackout dates to consider for future planning. City of Winter Springs gathers the
information requested by the provided deadline ensuring preliminary planning and scheduling can be
conducted moving the Project forward in a timely fashion. Internally, the Tyler Project Manager(s) coordinate
with sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning
Meeting with City of Winter Springs's team. During this step,Tyler will work with City of Winter Springs to
establish the date(s)for the Project and Phase Planning session.
Objectives:
■ Formally launch the project.
■ Establish project governance.
■ Define and communicate governance for Tyler.
■ Identify client project team.
STAGE 1 Initial Coordination
Tyler Client
RACI MATRIX KEY:
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A=Accountable
C=Consulted
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assigned
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Provide initial project
documents to City of A R C C I I
Winter Springs
Gather preliminary I A R C C C C
information requested
Sales to implementation A R I I I I
knowledge transfer
Create Project Portal to
store project artifacts and A R
facilitate communication
Inputs Contract documents
Statement of Work
Outputs/Deliverables Completed initial project documents
Project portal
Work package assumptions:
■ Project activities begin after the agreement has been fully executed.
6.1.2 Project/Phase Planning
Project and Phase planning provides an opportunity to review the contract, software, data conversions and
services purchased, identify applications to implement in each Phase (if applicable), and discuss
implementation timeframes.
During this work package Tyler will work with City of Winter Springs to coordinate and plan a formal Project
planning meeting(s).This meeting signifies the start of the Project and should be attended by all City of
Winter Springs Project team members and the Tyler Project Manager. The meeting provides an opportunity
for Tyler to introduce its implementation methodology,terminology, and Project management best practices
to City of Winter Springs's Project Team. This will also present an opportunity for project managers and
Project sponsors to begin to discuss Project communication, metrics, status reporting and tools to be used to
measure Project progress and manage change.
Tyler will work with the City of Winter Springs Project Team to prepare and deliver the Project Management
Plan as an output of the planning meeting. This plan will continue to evolve and grow as the Project
progresses and will describe how the project will be executed, monitored, and controlled.
During project planning,Tyler will introduce the tools that will be used throughout the implementation. Tyler
will familiarize the client with these tools during project planning and make them available for review and
maintenance as applicable throughout the project. Some examples are Solution validation plan, issue log, and
go-live checklist.
STAGE 1 Project/Phase Planning
Tyler Client
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