HomeMy WebLinkAboutresolution.council.058-22RESOLUTION #058
(Series of 2022)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT
BETWEEN TYLER TECHNOLOGIES, INC. AND THE CITY OF ASPEN FOR SOFTWARE AND PROFESSIONAL
SERVICES, AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF
ASPEN, COLORADO
WHEREAS, there has been submitted to the City Council a not -to -exceed contract between the City of
Aspen and Tyler Technologies, Inc. which is attached hereto as Attachment A in the amount of $162,148
for professional services and fees associated with the Tyler Enterprise ERP Office SaaS product;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves the contract between the City and Tyler
Technologies, Inc., a copy of which is incorporated herein, for $162,148 and hereby does authorize the
City Manager to execute said agreement on behalf of the City of Aspen
INTRODUCED AND READ AND ADOPTED BY THE City Council of the City of Aspen on the
13th day of September 2022.
Torre, Mayor
I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and
accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting
held, September 13, 2022.
Nicole Henning, City Clerk
DocuSign Envelope ID: 29EFCA8E-7205-4C09-BD2A-8D3A5BE15FA5
CITY OF ASPEN STANDARD FORM OF AGREEMENT V 2009 CITY OF ASPEN
PROFESSIONAL SERVICES AND SOFTWARE AGREEMENT
City of Aspen Contract No.: 2021-250
AGREEMENT made as of 13th day of September, in the year 2022
BETWEEN the City:
The City of Aspen
c/o Tyler Christoff
130 South Galena Street
Aspen, Colorado 81611
Phone: (970) 920-5118
And Tyler:
,ompany legal name: Tyler Technologies, Inc.
:.ompany contact: Rob Kennedy -Jensen
address: One Tyler Dr
address: Yarmouth, ME 04096
'hone: 800-772-2260
For the Following Project:
Contract Amount:
Total: $162,148
For Professional services and first year
costs for Tyler Enterprise ERP Office
If this Agreement requires the City to pay
an amount of money in excess of
$50,000.00 it shall not be deemed valid
until it has been approved by the City
Council of the City of Aspen.
City Council Aonroval:
Date: 09/13/2022
Resolution No.058, Series of 2022
Software, support and professional services for conversion to new utility billing system (Tyler
-technologies Enterprise ERP Office)
Exhibits appended and made a part of this Agreement:
Exhibit A:
Scope of Work, including System Requirements
Exhibit 13:
Fee Schedule
Exhibit C:
Tyler SaaS Agreement
Exhibit D:
Tyler Service Level Agreement (SLA)
Exhibit E:
Tyler Travel and Reimbursement Policy
Exhibit F:
Tyler Invoicing Policy
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The City and Tyler (Tyler Technologies, Inc.) agree as set forth below.
1. Scope of Work.
Tyler shall perform services in accordance with the requirements of this Agreement, including as set
forth at Exhibit A and shall provide ongoing SaaS services and support as outlined in Exhibits C
and D attached hereto and by this reference incorporated herein.
2. Standards of Performance.
(a) Standards for Completion of Professional Services. Tyler is obligated to provide the services
itemized in Exhibit B in accordance with the Scope of Work included in this contract in Exhibit A.
Tyler shall commence servicesupon execution of a executed agreement and receipt of a written Notice
to Proceed from the City and complete all phases of the Scope of Work in accordance with the
mutually developed project plan. The parties anticipate that the Scope of Work shall be completed in
accordance with the project plan. Upon request of the City, Tyler shall submit, for the City's approval,
a schedule for the performance of Tyler's services, which shall be adjusted by mutual agreement as
required as the project proceeds, and which shall include allowances for periods of time required by
the City's project manager for review and approval of submissions and for approvals of authorities
having jurisdiction over the project. This schedule, when approved by the City, shall not, except for
reasonable cause, be exceeded by Tyler.
Except as may otherwise be provided in the Scope of Work, the City shall have the right to promptly
test and inspect whether each deliverable due under the Scope of Work conforms to the requirements
of this Agreement in all material respects. If a Deliverable does not so conform, the City must give
Tyler notice describing the non-confonnity ("Rejection Notice"). The City will provide such Notice
within an agreed upon Test Period for each deliverable, the time period of which will be jointly agreed
to by the City and Tyler for each deliverable. The City will in a timely manner collaborate with Tyler
to establish an Extension to the Test Period should it be anticipated that the originally agreed to Test
Period will be insufficient for any reason. Tyler shall not unreasonably withhold such an Extension
of a Test Period. Should no Extension of the Test Period be requested by the City within the originally
agreed to Test Period or a subsequent Extension of the Test Period and should no Reject Notice be
received by Tyler from the City within the agreed upon Test Period or a subsequent Extension Test
Period, then the deliverable will be considered to be accepted. A Request for Extension or a Rejection
Notice shall be deemed to be delivered to Tyler at the date and time it is emailed from the City to
Tyler.
Upon receipt of a Rejection Notice, Tyler will use commercially reasonable efforts to cause the
Deliverable to conform to the Specifications in all material respects.
The project timelines set forth in this Contract assume that the City and Tyler will proceed with
reasonable efforts to provide timely deliverables, and provide timely and reasonable feedback,
decision -making, access, resources and other such support as may be needed to successfully complete
the Scope of Work. Failure to provide such support, on the part of either party, may impact the timing
of the project.
Tyler will not be responsible for nonconformities arising from inaccurate, inauthentic or incomplete
data or information provided by or through the City, or for failures or delays arising from lack of
cooperation.
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Tyler warrants the quality and functionality of its work as described in Section 26 below. Nothing in
this paragraph shall be deemed to excuse Tyler from any liability or consequences due to negligence
or from the responsibility of any other section of this Contract.
The final deliverables to be provided by the Tyler shall conform to the specifications described in
Exhibit A (the Statement of Work) and other mutually approved documents, if any, developed in the
course of this project to detail final specifications and agreements for work. Where deliverables, are
reported as not conforming to the applicable specifications, the Tyler shall convect all such non -
conformances that are reported to Tyler within the period of time indicated in the SOW unless a
different time period is mutually agreed upon in writing by the City and Tyler.
(b) Standards for SaaS. The terms and standards for the ongoing use of Tyler software as a service
(SaaS) are detailed in Exhibit C (SaaS Agreement).
(c) Standards for Ongoing System Support. The terms and standards for ongoing support for the
Tyler SaaS software are detailed in Exhibit D (Service Level Agreement).
(d) Impact of Force Majeure. Except for the City's payment obligations, neither party will be liable
for delays in performing its obligations under this Agreement to the extent that the delay is caused by
Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the
party whose performance is delayed provides the other party with written notice explaining the cause
and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration
of the Force Majeure event.
3. Payment.
(a) Invoices. In consideration of the professional services and SaaS fees, City shall pay Tyler as
provided in Exhibit B. The fees shall not exceed those rates set forth in Exhibit B appended hereto,
and will be paid according to the schedule outlined in Exhibit B. Tyler shall submit, in timely fashion,
invoices for work performed and SaaS fees due. Invoices must include a description for each line item
charged Invoices shall be paid 45 days from the invoice date.
(b) Disputed Fees ("Invoice Dispute Process"). If the City believes any invoice is in error or that
any delivered software or service does not conform to the requirements and warranties in this
Agreement, the City will provide the Tyler with written notice within thirty (30) days of receipt of the
applicable invoice. The written notice must contain reasonable detail of the issues the City contends
are in dispute so that the Tyler can confirm the issue and respond to the notice with either a
justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented
in the notice. The Tyler will work with the City as may be necessary to develop an action plan that
outlines reasonable steps to be taken by each party to resolve any issues presented in the City's notice.
The City will withhold payment of the amount(s) actually in dispute, and only those amounts, until
the Tyler has completed the action items outlined in the plan. If Tyler is unable to complete the action
items outlined in the action plan because of the City's failure to complete the items agreed to be done
by the City, then the City will remit full payment of the invoice. Tyler reserves the right to suspend
delivery of all SaaS Services, including maintenance and support services, if the City fails to pay an
invoice not disputed as described above within fifteen (15) days of notice of the Tyler's intent to
suspend services.
4. Fund Availability.
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Financial obligations of the City payable after the current fiscal year are contingent upon funds
for that purpose being appropriated, budgeted and otherwise made available. If this Agreement
contemplates the City utilizing state or federal funds to meet its obligations herein, this
Agreement shall be contingent upon the availability of those funds for payment pursuant to the
terms of this Agreement. In the event that funds are not available, the City agrees to provide
Tyler with thirty (30) days' notice of termination and otherwise comply with the termination
provisions of this Agreement.
5. Assignability.
Both parties recognize that this Agreement cannot be transferred, assigned, or sublet by either party
without prior written consent of the other, except to its wholly owned subsidiaries. Subcontracting, if
authorized, shall not relieve Tyler of any of the responsibilities or obligations under this Agreement.
The foregoing notwithstanding, City's consent is not required for an assignment by Tyler as a result
of a corporate reorganization, merger, acquisition, or purchase of substantially all of Tyler's assets.
The City shall not be obligated to pay or be liable for payment of any sums due which may be due to
any subcontractor.
Tyler shall fully inform each of its permitted subcontractors hereunder of all of the provisions and
requirements of this Agreement relating to the work to be performed and/or the services or
materials to be furnished under such subcontract. Without limiting the generality of the
foregoing, Tyler will not disclose any confidential information of the City to any third party
subcontractor unless and until such subcontractor has agreed in writing to protect the confidentiality
of such confidential information in a manner that is no less restrictive than that required of Tyler
under this Agreement, and then only to the extent necessary for such subcontractor to perform the
services subcontracted to it.
6. Successors and Assigns.
This Agreement and all of the covenants hereof shall inure to the benefit of and be binding upon
the City and Tyler respectively and their agents, representatives, employee, successors, assigns
and legal representatives.
7. Third Parties.
This Agreement does not and shall not be deemed or construed to confer upon or grant to any
third party or parties, except to parties to whom Tyler or City may assign this Agreement in
accordance with the specific written permission, any right to claim damages or to bring any suit,
action or other proceeding against either the City or Tyler because of any breach hereof or
because of any of the terms, covenants, agreements or conditions herein contained. Nothing in
this section shall be construed to alter, void, nullify, or otherwise modify the terms, conditions,
restrictions, or obligations the DocOrigin EULA in Exhibit C of this Agreement.
8. Termination.
Termination of SaaS services will occur according to the provisions of Exhibit C (the SaaS
Agreement).
The City may terminate the Professional Services component of this Contract for breach for good
cause and after following the Dispute Resolution Process of this Contract.
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The parties agree that on the tennination of the provision of the services, Tyler shall, at the choice
of the City, return all the personal data transferred, including any data storage media supplied to
Tyler, and the copies thereof to the City or shall destroy all the personal data and certify to the
City that it has done so, unless legislation imposed upon Tyler prevents it from returning or
destroying all or part of the personal data transferred. In that case, Tyler warrants that it will
ensure the confidentiality of the personal data transferred in accordance with the terms of this
Agreement and will not actively process the personal data transferred anymore.
9. Cancellation of Onsite Services Including Travel.
If travel is required, Tyler will make all reasonable efforts to schedule travel for its personnel,
including arranging travel reservations, at least two (2) weeks in advance of commitments.
Therefore, if the City cancels services involving travel less than two (2) weeks in advance (other
than for Force Majeure or breach by the Tyler), the City will be liable for (i) applicable services
fees for the cancelled services and (ii) all non-refundable expenses incurred by Tyler on the
City's behalf, and will make arrangements to conduct the services remotely instead.
10. Independent Contractor Status.
It is expressly acknowledged and understood by the parties that nothing contained in this
agreement shall result in or be construed as establishing an employment relationship. Tyler shall
be, and shall, perform as, an independent Contractor. No agent, employee, or servant of Tyler
shall be, or shall be deemed to be, the employee, agent or servant of the City. City is interested
only in the results obtained under this contract. The manner and means of conducting the work
are under the sole control of Tyler. None of the benefits provided by City to its employees
including, but not limited to, workers' compensation insurance and unemployment insurance, are
available from City to the employees, agents or servants of Tyler. Tyler shall be solely and
entirely responsible for its acts and for the acts of Tyler's agents, employees, servants and
subcontractors during the performance of this contract.
11. Indemnification and Liability Limits.
See Exhibit C, Section F.
12. Tyler's Insurance.
(a) Tyler agrees to procure and maintain, at its own expense, a policy or policies of insurance
sufficient to insure against liability, claims, demands, and other obligations of Tyler pursuant to
Section 14 below (Completeness of Agreement). Such insurance shall be in addition to any other
insurance requirements imposed by this contract or by law. Tyler shall not be relieved of any liability,
claims, demands, or other obligations assumed pursuant to Section 11 (Indemnification) above by
reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain
insurance in sufficient amounts, duration, or types.
(b) Tyler shall procure and maintain the minimum insurance coverages listed below. Such coverages
shall be procured and maintained with a carrier(s) with a minimum AM Best rating of A-:VII . In the
case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall
be procured to maintain such continuous coverage.
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(i) Worker's Compensation insurance to cover obligations imposed by applicable laws for
any employee engaged in the performance of work under this contract, and Employers' Liability
insurance with minimum limits of ONE MILLION DOLLARS ($1,000,000.00) for each
accident, ONE MILLION DOLLARS ($1,000,000.00) disease - policy limit, and ONE MILLION
DOLLARS ($1,000,000.00) disease - each employee. Evidence of qualified self -insured status
may be substituted for the Worker's Compensation requirements of this paragraph.
(ii) Commercial General Liability (CGL) insurance with minimum combined single limits of
ONE MILLION DOLLARS ($1,000,000.00) each occurrence. The policy shall be applicable to
all premises and operations. The policy shall include coverage for bodily injury, broad form
property damage (including completed operations), personal injury (including coverage for
contractual and employee acts), products, and completed operations. The policy shall contain a
severability of interests provision.
(iii) Comprehensive Automobile Liability insurance with minimum combined single limits for
bodily injury and property damage of not less than ONE MILLION DOLLARS ($1, 000, 000.00)
combined single limit a with respect to each Tyler's owned, hired and non -owned vehicles
assigned to or used in performance of the Scope of Work. The policy shall contain a severability
of interests provision. If Tyler has no owned automobiles, the requirements of this Section shall
be met by each employee of Tyler providing services to the City under this contract.
(iv) Professional Liability insurance with the minimum limits of ONE MILLION DOLLARS
($1,000,000) each claim
(v) Excess/Umbrella Liability insurance of at least $5,000,000
(c) The CGL and auto policies required above shall be endorsed to include the City and the City's
officers and employees as additional insureds or shall provide evidence that the City and the City's
officers and employees are otherwise insured as part of a blanket endorsement clause. Every policy
required above shall be primary insurance claims under Tyler's CGL or auto policies that arise out of
or relate to the Agreement and are between Tyler and City, and any insurance carried by the City, its
officers or employees, or carried by or provided through any insurance pool of the City, shall be
excess and not contributory insurance to that provided by Tyler. Tyler shall be solely responsible for
any deductible losses under any policy required above.
(d) The certificate of insurance provided to the City shall be completed by Tyler's insurance agent as
evidence that policies providing the required coverages, conditions, and minimum limits are in full
force and effect,.
(e) Failure on the part of Tyler to procure or maintain policies providing the required coverages,
conditions, and minimum limits shall constitute grounds for pursuing termination of the Agreement
for a material breach. City shall follows the requirements of this Agreement as it would for other
terminations for breach.
(f) The parties hereto understand and agree that City is relying on, and does not waive or intend to
waive by any provision of this Agreement, the monetary limitations (presently $350,000.00 per
person and $990,000 per occurrence) or any other rights, immunities, and protections provided by the
Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as from time to time
amended, or otherwise available to City, its officers, or its employees.
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13. City's Insurance.
The parties hereto understand that the City is a member of the Colorado Intergovernmental Risk
Sharing Agency (CIRSA) and as such participates in the CIRSA Property/Casualty Pool. Copies
of the CIRSA policies and manual are kept at the City of Aspen Risk Management Department
and are available to Tyler for inspection during normal business hours. City makes no
representations whatsoever with respect to specific coverages offered by CIRSA. City shall
provide Tyler reasonable notice of any changes in its membership or participation in CIRSA.
14. Completeness of Agreement.
It is expressly agreed that this agreement contains the entire undertaking of the parties relevant to
the subject matter thereof and there are no verbal or written representations, agreements,
warranties or promises pertaining to the project matter thereof not expressly incorporated in this
writing. If any of the provisions of this Agreement shall be held invalid, illegal or unenforceable
it shall not affect or impair the validity, legality or enforceability of any other provision.
15. Waiver.
The waiver by the City or Tyler of any term, covenant, or condition hereof shall not operate as a
waiver of any subsequent breach of the same or any other term. No term, covenant, or condition
of this Agreement can be waived except by the written consent of the City or Tyler, as applicable,
and forbearance or indulgence by the City or Tyler, as applicable, in any regard whatsoever shall
not constitute a waiver of any term, covenant, or condition to be performed by the other party to
which the same may apply and, until complete performance by other party of said term, covenant
or condition, the first party shall be entitled to invoke any remedy available to it under this
Agreement or by law despite any such forbearance or indulgence.
16. Inteeration and Modification.
This written Agreement along with the Exhibits shall constitute the Contract between the parties
and supersedes or incorporates any prior written and oral agreements of the parties.
The parties acknowledge and understand that there are no conditions or limitations to this
understanding except those as contained herein at the time of the execution hereof and that after
execution no alteration, change or modification shall be made except upon a writing signed by the
parties.
Modifications to the Statement of Work (Change Orders or Contract Amendments) shall be
mutually agreed upon in writing between the parties and will be governed by the terms and
conditions of this Agreement. Changes in scope will include modifications to the Statement of
Work and any applicable payments, with the exception of clarifications of the details of the
scope, or substantially equal substitutions. If additional work is required, or if the City uses or
request additional services, Tyler will provide the City 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.
Tyler shall not be obligated to provide the work required by a change in the Statement of Work until
such time as a change order is agreed to in writing by both Tyler and the City. Any work outside the
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scope of the agreement and done so prior to the mutual agreement in writing of a change order is
done at Tyler's sole expense.
17. Notice.
Any written notices as called for herein may be hand delivered or mailed by certified mail return
receipt requested to the respective persons and/or addresses listed herein:
Tyler Technologies City of Aspen
Attn: Chief Legal Officer Attn: Tyler Christoff
Address: One Tyler Dr. 427 Rio Grande Plaza
Address: Yarmouth, ME 04096 Aspen, CO 81611
Email: Nonetyler.christoff@aspen.gov
18. Worker Without Authorization — CR5 8-17.5-101 & 24-75.5-101
Purpose. During the 2021 Colorado legislative session, the legislature passed House Bill 21-1075
that amended current CRS §8-17.5-102 (1), (2)(a), (2)(b) introductory portion, and (2)(b)(IIl) as it
relates to the employment of and contracting with a "worker without authorization" which is defined
as an individual who is unable to provide evidence that the individual is authorized by the federal
government to work in the United States. As amended, the current law prohibits all state agencies
and political subdivisions, including the Owner, from knowingly hiring a worker without
authorization to perform work under a contract, or to knowingly contract with a Consultant who
knowingly hires with a worker without authorization to perform work under the contract. The law
also requires that all contracts for services include certain specific language as set forth in the
statutes. The following terms and conditions have been designed to comply with the requirements of
this new law.
Definitions. The following terms are defined by this reference are incorporated herein and in any
contract for services entered into with the Owner.
.1 "E-verify program" means the electronic employment verification program created in Public Law
208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended,
that is jointly administered by the United States Department of Homeland Security and the social
security Administration, or its successor program.
.2 "Department program" means the employment verification program established pursuant to
Section 8-17.5-102(5)(c).
3 "Public Contract for Services" means this Agreement.
.4 "Services" means the furnishing of labor, time, or effort by a Consultant or a subconsultant not
involving the delivery of a specific end product other than reports that are merely incidental to the
required performance.
.5 "Worker without authorization" means an individual who is unable to provide evidence that the
individual is authorized by the federal government to work in the United States
By signing this document, Consultant certifies and represents that at this time:
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1. Consultant shall confirm the employment eligibility of all employees who are newly hired for
employment to perform work under the Public Contract for Services; and
2. Consultant has participated or attempted to participate in either the e verify program or the
department program in order to verify that new employees are not workers without authorization.
Consultant hereby confirms that:
1. Consultant shall not knowingly employ or contract with a worker without authorization to perform
work under the Public Contract for Services.
2. Consultant shall not enter into a contract with a subconsultant that fails to certify to the Consultant
that the subconsultant shall not knowingly employ or contract with a worker without authorization to
perform work under the Public Contract for Services.
3. Consultant has confirmed the employment eligibility of all employees who are newly hired for
employment to perform work under the public contract for services through participation in either
the e-verify program or the department program.
4. Consultant shall not use the either the e-verify program or the department program procedures to
undertake pre -employment screening of job applicants while the Public Contract for Services is
being performed.
If Consultant obtains actual knowledge that a subconsultant performing work under the Public
Contract for Services knowingly employs or contracts with a worker without authorization,
Consultant shall:
1. Notify such subconsultant and the Owner within three (3) days that Consultant has actual
knowledge that the subconsultant is employing or subcontracting with a worker without
authorization: and
2. Terminate the subcontract with the subconsultant if within three (3) days of receiving the notice
required pursuant to this section the subconsultant does not stop employing or contracting with the
worker without authorization; except that Consultant shall not terminate the Public Contract for
Services with the subconsultant if during such three (3) days the subconsultant provides information
to establish that the subconsultant has not knowingly employed or contracted with a worker without
authorization.
Consultant shall comply with any reasonable request by the Colorado Department of Labor and
Employment made in the course of an investigation that the Colorado Department of Labor and
Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-
102 (5), C.R.S.
If Consultant violates any provision of the Public Contract for Services pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the Owner may terminate this Agreement in accordance
with its terms.
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It is agreed that neither this agreement nor any of its terms, provisions, conditions, representations or
covenants can be modified, changed, terminated or amended, waived, superseded or extended except
by appropriate written instrument fully executed by the parties.
If any of the provisions of this agreement shall be held invalid, illegal or unenforceable it shall not
affect or impair the validity, legality or enforceability of any other provision.
19. Confidentiality and Proprietary Rights.
The terms of confidentiality as specified in Exhibit C, the SaaS Agreement, apply, in addition to the
terms below. In the case of a conflict or omission, the terms here take precedence:
Certain information furnished or disclosed by Tyler or the City (the "Disclosing Party") to the other
(the "Receiving Party") in connection with the performance of their respective obligations under this
Agreement may contain or reflect confidential information with respect to the disclosing party.
"Confidential Information" means all information disclosed by the Disclosing Party to the Receiving
Party under this Agreement that is clearly marked or otherwise clearly designated as "confidential"
or that is or should reasonably be understood by the Receiving Party to be confidential. The
Disclosing Party's Confidential Information shall not include any information that: (i) is or becomes
part of the public domain through no act or omission of the other party; (ii) the Receiving Party can
demonstrate was in its lawful possession prior to the disclosure and had not been obtained by it
either directly or indirectly from the Disclosing Party; (iii) the Receiving Party can demonstrate was
independently developed by the Receiving Party without access to the party's Confidential
Information; or (iv) the Receiving Party can demonstrate was received from a third party without
breach of any confidentiality obligation.
To the extent permitted by public disclosure laws, the Receiving Party agrees to hold the Disclosing
Parry's Confidential Information in strict confidence, not to disclose such Confidential Information
to third parties not authorized by the Disclosing Party to receive such Confidential Information, and
not to use such Confidential Information for any purpose except to perform its obligations under this
Agreement. The foregoing prohibition on disclosure of Confidential Information shall not apply to
the extent Confidential Information is required to be disclosed by the Receiving Party as a matter of
law or by order of a court, provided that: (i) the Receiving Party provides the Disclosing Party with
prior notice of such obligation to disclose to allow the Disclosing Party to obtaining a protective
order from such disclosure; and (ii) the Receiving Party only discloses that portion of Confidential
Information which it reasonably believes, based on the advice of counsel, is required to be disclosed.
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20. Teehnieall Support and Personnel.
(a) RepresentatLye. Tyler and City shall each appoint appropriate representatives to deal with
operational services and transitions as may be necessary for the purpose of implementing this
Agreement.
(b) Personnel. Tyler's personnel providing services under this Agreement shall (i) be adequately
trained and skilled to perform its obligations under this Agreement and (ii) possess at least such
training, knowledge and experience as is regarded as industry standard in the provision of the tasks
to which they are assigned. The City reserves the right to request new personnel for good cause at
any point during the project. Tyler has the absolute right to remedy the alleged cause(s). In the
event the cause is not addressed, Tyler shall provide replacement personnel, and Tyler shall bear
the cost to train and/or familiarize new personnel regardless of the circumstances for having to do
so.
21. Work Phases.
The details of the work associated with each phase, along with the deliverables and the
duration/delivery dates, are defined in Exhibit A, the Statement of Work.
22. Tvler's Responsibilities.
• To appoint suitable Project Manager(s) and team of consultants as required for the project.
• To adhere to the time schedules.
• To obtain sign-off/acceptances from the City as indicated in this Agreement or the project pan;
• To report the ongoing status of the project to the City as indicated in the mutually agreed
project plan.
• To assure that deliverables are ready for user testing prior to sending them to the City
23. City's Responsibilities.
• To identify and depute suitable person (s) for coordination with Tyler;
• To adhere to the time schedules;
• To provide information to Tyler pertaining to City organization, procedures, and existing
systems wherever applicable.
• To provide full and free access to City personnel, facilities, and equipment as may be
reasonably necessary for Tyler to provide implementation services, subject to any reasonable
security protocols or other written policies provided to Tyler as of the Effective Date, and
thereafter as mutually agreed to by the City and Tyler
• To inform Tyler immediately about any factors possibly affecting the scope of the project or
its successful implementation.
• To protect Tyler proprietary information
• To prepare the acceptance plan in accordance with this Agreement and perform acceptance
testing
• To communicate testing success or rejection in a timely manner, per the parameters of Section
2 of this agreement
PSSA PAGE —11
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24. Joint Responsibilities.
• To conduct joint reviews of the project at the mutually agreed stages.
• To reasonably co-operate and ensure timely, free flow of information
• Additional joint responsibilities as specified in Exhibit A, Statement of Work, particularly with
respect to communication and project management
25. Svstern and Nehvork Securi Access Software and Tools.
(a) Data Security Breaches and Reporting Procedures
The City is required by Colorado Statutes (CRS 6-1-716) to notify its residents of a Data Security
Breach involving their personal identifying information. Tyler is under a strict obligation to notify
the City of a Data Security Breach if and as required by applicable Colorado law.
In the event of a Data Security Breach at City's location, City will alert Tyler about the incident
within 24 hours of the City becoming aware of the breach. The City will work with Tyler to
determine if any additional security controls are to be implemented.
This provision does not preclude the City from seeking a remedy via court in the State of Colorado.
(b) Resolution of disputes regarding Personal Data
In the event of a dispute or claim concerning the processing of Personal Data against either or both
parties, the Parties will inform each other about any such disputes or claims and will cooperate
with a view to settling them amicably in a timely fashion and otherwise in accordance with the
terms of this Agreement.
The Parties agree to respond to any generally available non -binding mediation procedure initiated
by either of the parties. If they do participate in the proceedings, the parties may elect to do so
remotely (such as by telephone or other electronic means). The Parties also agree to reasonably
consider participating in any other arbitration, mediation or other dispute resolution proceedings
developed for data protection disputes.
Each Party shall abide by a decision of a competent court in the State of Colorado.
26. Warranties.
Generally, Tyler warrants that a) all work performed in connection with Exhibit A was performed in
a competent, professional and workmanlike manner, and of industry standard quality; b) all work
performed and all deliverables comply with applicable laws; and c) all work performed and all
deliverables were provided in accordance with and confirm in all materials respects to all
specifications and requirements set forth in this agreement and any associated Change Orders; and
that. Tyler agrees to complete all testing needed to verify accurate and complete functioning, and to
repair all Defects per the terms of the SaaS Agreement (Exhibit Q.
(a) Acceptance Criteria _These criteria will be used by the City to guide its decision -making
regarding whether to reject deliverables, including software functionality and security, but
may not be the only basis upon which rejection occurs. The acceptance criteria include:
PSSA PAGE —12
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■ Successful (error -free) execution of all functional test cases developed for acceptance
testing.
• Successful (defect -free) completion of all agreed -upon requirements in Exhibit A, and in
any other documents agreed to and signed in the course of this project.
• System response times that are reasonable, such that time-out or other errors are avoided
and significant delays in processing do not otherwise occur.
• Successful passing of system security tests, as initiated by or requested by the City.
• Successful passing of tests related to individual user permissions and security.
• System stability, as reflected by consistent performance and results over time
The intention of the above Acceptance Criteria is to more specifically capture the attributes of
a system that is functioning without defects.
(b) Pursuing Warranty Remedies. To receive warranty remedies, the City must report any
deficiencies to Tyler per the provisions of this PSSA and Exhibits C and D.
27. General Terms.
a. Non -Discrimination. No discrimination because of race, color, creed, sex, marital status,
affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or
religion shall be made in the employment of persons to perform services under this Agreement.
b. Warranties Against Contingent bees Gratuities Kickbacks and Conflicts of Interest.
i. Tyler warrants that no person or selling agency has been employed or retained to solicit
or secure this Agreement upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by Tyler for the purpose of
securing business.
ii. Tyler agrees not to give any employee of the City a gratuity or any offer of employment
in connection with any decision, approval, disapproval, recommendation, preparation
of any part of a program requirement or a purchase request, influencing the content of
any specification or procurement standard, rendering advice, investigation, auditing, or
in any other advisory capacity in any proceeding or application, request for ruling,
determination, claim or controversy, or other particular matter, pertaining to this
Agreement, or to any solicitation or proposal therefore.
iii. In addition to other remedies, it may have for breach of the prohibitions against
contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the
right to:
1. Terminate this Agreement in accordance with its terms;
2. Debar or suspend the offending parties from being a professional, contractor or
subcontractor under City contracts;
3. ; and
4. Recover such value from the offending parties.
c. Dispute Resolution Process. The City agrees to provide Tyler with written notice within
thirty (30) days of becoming aware of a dispute. The City agrees to cooperate with Tyler in
trying to reasonably resolve all disputes, including, if requested by either party, appointing a
PSSA PAGE —13
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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 senior
representatives fail to resolve the dispute, then the parties shall participate in non -binding
mediation as described in Section 29 (d) below in an effort to resolve the dispute. If the
dispute remains unresolved after mediation, then either party may assert their respective
rights and remedies in a Colorado court. Nothing in this section shall prevent either party
from seeking necessary injunctive relief during the dispute resolution procedures.
d. Mediation: Prior to pursuing other legal remedies (i), all disputes shall be submitted to non-
binding mediation by written notice given by either Party to the other Party. Except as
otherwise expressly provided herein, the mediation process will be conducted under the
American Arbitration Association's (the "AAA") Commercial Arbitration Rules and
Mediation Procedures (including Procedures for Large, Complex Commercial Disputes)
(collectively the "AAA Rules"). If the Parties cannot agree on a mediator, a mediator will be
designated by the AAA at the request of a Party. The mediation shall be conducted in
Colorado. The mediation will be treated as a settlement discussion and therefore will be
confidential. The mediator may not testify for either Party in any later proceeding relating to
the dispute. No recording or transcript shall be made of the mediation proceedings. Each Party
will bear its own costs in the mediation. The fees and expenses of the mediator will be shared
equally by the Parties.
e. Goveming Law. This Agreement shall be governed by the laws of the State of Colorado as from
time to time in effect. Venue is agreed to be exclusively in the state or federal courts serving
Pitkin County, Colorado.
f. Taxes. VAT. & Service Tax. Tyler and the City shall each bear sole responsibility for all US
taxes, assessments, and other real property -related levies or property taxes on its owned property.
The City shall be responsible for Service tax, GST, or Value Added Tax or similar taxes applicable
on the sale of services or goods.
g. Non -Solicitation: Each party agrees that during the term of this Agreement and for a period of
one year thereafter, it will not and will assure that its Affiliate will not directly or indirectly, either
on its own account or in conjunction with or on behalf of any other person, hire, solicit or endeavor
to entice away from the other party any person who, during the term of this Agreement has been
an officer, manager, employee, agent or consultant of the other party.
28. Records to be Kent by Tyler.
Tyler shall make available to the City if requested, true and complete records, which support billing
statements, reports, deliverables, performance and all other documentation directly related to Tyler's
required performance under this Agreement . The City's authorized representatives shall have
access, at any time during reasonable hours and with reasonable advance notice (of at least one (1)
week), to al such records at Tyler's offices or via email and without expense to the City related to
copying or document access. The Consultant agrees that it will keep and preserve for at least seven
(7) years all documents related to the Agreement which are routinely prepared, collected or compiled
by Tyler during the performance of this Agreement.
PSSA PAGE —14
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29. Attorney's Fees.
Reserved.
30. Waiver of Presumption.
Reserved.
31. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion.
Tyler certifies, by acceptance of this Agreement, that neither it nor its principals is presently
debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from
participation in any transaction with a Federal or State department or agency. It further certifies that
prior to submitting its Bid that it did include this clause without modification in all lower tier
transactions, solicitations, proposals, contracts and subcontracts. In the event that Tyler or any lower
tier participant was unable to certify to the statement, an explanation was attached to this agreement
and was determined by the City to be satisfactory to the City.
32. Electronic Signatures and Electronic Records.
This Agreement and any amendments hereto may be executed in several counterparts, each of which
shall be deemed an original, and all of which together shall constitute one agreement binding on the
Parties, notwithstanding the possible event that all Parties may not have signed the same counterpart.
Furthermore, each Party consents to the use of electronic signatures by either Party. The Parties
agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic
form or because an electronic record was used in its formation. The Parties agree not to object to the
admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic
documents, or a paper copy of a document bearing an electronic signature, on the grounds that it is
an electronic record or electronic signature or that it is not in its original form or is not an original.
33.Order of Document Precedence.
This Professional Services and Software Agreement, together with all Exhibits, constitutes the entire
contract (the Contract) and shall be considered one contract document. In the event of conflicting or
missing provisions within portions of this contract, the terms of this Professional Services and
Software Agreement (PSSA) shall control. With regard to any other conflicting or missing
provisions within portions of this contract, the order of precedence for an item is:
1. the general terms as specified in this Professional Services and Software Agreement (PSSA)
2. the specific terms set forth in Exhibit B, the Fee Schedule
3. the specific terms set forth in Exhibit A, the Statement of Work (including the Requirements List)
4. the specific terms set forth in Exhibits C, D, E and F regarding Tyler software and services
34. Execution of Agreement by City.
This Agrccment shall be binding upon all parties hereto and their respective heirs, executors,
administrators, successors, and assigns.
35. Authorized Representative.
The undersigned representatives of Tyler Technologies, Inc. and the City, represent that he/she is an
authorized representative of Tyler or the City, as applicable, for the purposes of executing this
Agreement and that he/she has full and complete authority to enter into this Agreement for the terms
and conditions specified herein.
PSSA PAGE —15
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IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly
authorized officials, this Agreement of which shall be deemed an original on the date first written above.
CITY OF A [;,&g.%ORADO:
f OIxN
[Signature]
By: Diane Foster
[Name]
Title: ACti ng City manager
Date: 9/14/2022 1 10:45:57 AM MDT
Approved as to form:
UoouSWed by:
,jauMts I� �
City Attorney s lee
TYLER:
CGecuSigned by:
�
8492[138&3381410— [Signature]
By: Sherry Clark
[Name]
Title: Group General Counsel
Date: 9/6/2022 1 1:31:17 PM CDT
PSSA PAGE —16
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EXHIBIT A: STATEMENT OF WORK
Contents
Part1: Implementation Approach................................................................................................................................................2
1.1
Overall Project Methodology........................................................................................................................................
2
1.2
Work Breakdown Structure..........................................................................................................................................
3
1.3
Project Planning and Management..............................................................................................................................
3
1.4
Project Communication................................................................................................................................................4
1.5
Roles and Responsibilities............................................................................................................................................
4
1.6
Project Deliverables......................................................................................................................................................
6
Part2: System Needs Analysis, Build and Testing.......................................................................................................................7
2.1
Solution Orientation.....................................................................................................................................................
8
2.2
Current and Future State Analysis Sessions.................................................................................................................8
2.3
System Configuration...................................................................................................................................................
8
2.4
Training ................................................. :.......................................................................................................................
9
2.5
Solution Validation.....................................................................................................................................................12
2.6
User Acceptance Testing............................................................................................................................................12
Part3: Go -Live and Post Go -Live Support ...................................................................................................................................14
3.1
Go Live Support ...........................................................................................................................................................14
3.2
Post Go -Live Tyler Technical Support............................................................................................................I............14
Part4: Security............................................................................................................................................................................15
4.1
Data Security...............................................................................................................................................................15
4.2
Operational Security Controls....................................................................................................................................16
4.3
Regulatory Compliance & Certifications....................................................................................................................17
4.4
Business Continuity.....................................................................................................................................................17
PART5:
Project Requirements....................................................................................................................................................17
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This Exhibit describes how Tyler, through its professional services, will approach, manage and
complete this project. Incorporated by reference is the Utility Billing Project Requirements
Document (the Requirements Document).
Part 1: Implementation Approach
1.1 Overall Project Methodology
Tyler will follow its six -stage project 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.
The project methodology contains Stage Acceptance Control Points throughout each stage to ensure
adherence to scope, budget, timeline controls, effective communications, and quality standards. The
project methodology repeats consistently across stages and is scaled to meet the City's complexity
and organizational needs.
Tyler's Six Stage Project Methodology
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TYLER PROJECT NANASEMENT TYLER CLIENT SERVICES
To achieve Project success, it is imperative that both the City and Tyler commit to including the
necessary leadership and governance. During each stage of the Project, it is expected that the City
and Tyler Project teams work collaboratively to complete tasks.
An underlying principle of Tyler's implementation process is to employ an iterative model where the
City'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. 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. Tyler is anticipating 6-9
months from project initiation until go -live and the transition to Evergreen on -going services.
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Iterative Project Model
1.2 Work Breakdown Structure
In the Work Breakdown Structure (WBS) graphic below, 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, will list the tasks to be completed
within each work package. Each stage ends with a "Control Point", confirming the work performed
during that stage of the Project has been accepted by the client.
Work Breakdown Structure (WBS)
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1.3 Project Planning and Management
Tyler will assign project managers who are subject matter experts to the project. The Tyler staff
will consist of seasoned professionals with unique and proprietary skills and years of experience.
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Project Planning is an important piece of any implementation. Tyler takes a custom approach to every
project we lead. The City's project schedule will be developed collaboratively with both project teams
to meet the City's needs, while keeping in mind Tyler's guidelines for implementation. Periodic project
meetings will be scheduled where changes in scope, project length, or cost will be reviewed.
1.4 Project Communication
Tyler will collaborate with the City to develop a Communication Plan. The Communication Plan will
include at least the following elements:
• A centralized project portal
+ A schedule for regular virtual team meetings
+ Periodic reports associated with implementation deliverables
Tyler will provide the City with a project portal. The purpose of this site is to furnish the project
teams with a central location to plan, store and access pertinent documentation and information.
The Tyler project portal will ensure that all project stakeholders have an easy -to -use tool that will
provide an integrated location to inquire, review, and update all project information. Tyler will have
the site available for introduction during the initial project managers' (PM) meeting. At this meeting,
the Tyler PM will provide an overview of the portal and its available tools. The portal site will be
jointly maintained by the project teams for the duration of the implementation. Once the City has
gone live, the portal will be maintained by Tyler's client services team for the first year of live
processing.
In addition to using the project portal for communication, the project teams will meet virtually on a
schedule that will facilitate timely communication, progress and accuracy of work. Project management
team meetings are anticipated to be monthly, whereas technical team meetings are anticipated to be
weekly. However, the specific cadence of meetings will be jointly determined by the project teams
based on needs, which may vary during the project.
Finally, all implementation deliverables generate reports. The reports will contain detailed
assessments of task completion, staff participation and material absorption. The Tyler PM will
evaluate and measure the report results, communicate the gaps and collaborate with the City to
adjust the plan accordingly. Should issues arise during the project, there are several escalation paths
that will be used. These will be laid out in the communication plan and will be followed as
appropriate, depending on the circumstance.
1.5 Roles and Responsibilities
The following section defines the roles and responsibilities of each project resource for the City and
Tyler. Roles and responsibilities may not follow the organizational chart or position descriptions at the
City or Tyler, 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.
Tyler Roles & Responsibilities
Tyler assigns project managers prior to the start of each phase of the project. The project manager
assigns other Tyler resources as the schedule develops. One person may fill multiple project roles.
✓ Tyler Executive Sponsor: Tyler executive management has indirect involvement with the project and is part
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of the Tyler escalation process, helping to facilitate implementation project tasks and decisions if needed.
✓ Tyler Implementation Manager: Tyler implementation management is consulted on issues and
outstanding decisions critical to the project only if needed.
✓ 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 contract, implementation, and resource management
and planning.
✓ Tyler Implementation Consultant: Document activities for services performed by Tyler. They
help guide the client through software validation process following configuration and facilitate
training sessions. ICs also assist during go live processing.
✓ Tyler Sales: Supports Sales to Implementation knowledge transfer during stage 1- initiate and
plan- and provides historical information, as needed, throughout implementation.
✓ Tyler Technical Services: Maintains Tyler infrastructure requirements and design document(s)
and are involved in system infrastructure plan ning/review(s). They deploy Tyler products.
City Roles & Responsibilities
City resources will be assigned prior to the start of each phase of the project. One person may be
assigned to multiple project roles.
✓ The City Executive Sponsor: The City executive sponsor provides support to the project by
providing strategic direction and communicating key issues about the project and its overall
importance to the organization. When called upon, the executive sponsor also acts as the final
authority on all escalated project issues. The executive sponsor engages in the Project, as needed,
to provide necessary support, oversight, guidance, and escalation, but does not participate in day-
to-day Project activities. The executive sponsor empowers the City steering committee, project
manager(s), and functional leads to make critical business decisions for the City.
✓ The City Steering Committee: The City 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 project manager and project through
participation in regular internal meetings. The City steering committee also serves as primary level
of issue resolution for the project.
✓ The City Project Manager (PM): The City shall assign PM(s) prior to the start of this project with
overall responsibility and authority to make decisions related to project scope, scheduling, and task
assignment. The City PM should communicate decisions and commitments to the Tyler PM(s) in a
timely and efficient manner. When the City project manager(s) do not have the knowledge or
authority to make decisions, the necessary resources are engaged to participate in discussions and
make decisions in a timely fashion to avoid project delays. The City PM is responsible for reporting
to City steering committee and determining appropriate escalation points. The City PM acts as
primary point of contact for all contract and invoicing questions; and collaborates on and approves
change requests, if needed, to ensure proper scope and budgetary compliance. The City PM also
handles all site resource management items. The City PM collaborates with Tyler PM(s) to plan
and/or establish:
o project timelines to achieve on -time implementation
o process and approval matrix to ensure that scope changes and budget are transparent
and handled effectively and efficiently
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o risk and issue tracking and reporting process between the City and Tyler and
takes all necessary steps to proactively mitigate these items
o key business drivers and success indicators that will help to govern project activities and
key decisions
o communication channels at City site to aid in the understanding of goals, objectives,
status, and health of the project by all team members
o requirements gathering process
✓ The City Functional Leads: The City functional leads make business process change decisions,
communicate current processes and procedures and desired changes during current and future
state analysis. Most importantly, functional leads act as an ambassador/champion of change for
the new process and provide business process change support. Finally, they actively participate in
all aspects of the implementation.
✓ The City Power Users: The City power users participate in project activities as required by the
project team and pm(s). They act as SMEs, as needed, attend all scheduled training sessions,
validate all configuration, and provide knowledge transfer to City staff during and after
implementation.
✓ The City End Users: City end users all scheduled training sessions and become proficient in
application functions related to job duties. They adopt and utilize changed procedures related to
theirjob functions.
✓ The City Technical Lead: The City technical lead(s) coordinate updates and releases, copying of
source databases to training/testing databases, adds new users/printers etc., as well as interface
development for third party interfaces. They validate that all users understand log -on process and
have necessary permission for all training sessions and develop/assist in creating reports as
needed. They may also be responsible for extracting and submitting conversion data and control
reports from the City's legacy system per the conversion schedule set forth in the project schedule.
✓ The City Upgrade Coordination: The City upgrade coordinator utilizes Tyler Community to stay
abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the
City's software upgrade process. They manage software upgrade activities post -implementation.
✓ The City Change Management Lead: The client change management lead validates those users
receive timely and thorough communication regarding process changes and provides coaching to
supervisors to prepare them to support users through the project changes.
1.6 Project Deliverables
A sample list of project deliverables is included below. It is representative of the items that will be
created during the project. However, the specific project deliverables will be determined in
collaboration with the City project team during kickoff and the life of the project, based on needs.
1. Initiate & Contract Documents ■ Project Management Plan
Plan • Statement of Work ■ Project Operational Plan
■ Guide to Starting Your ■ Initial Project Schedule
Project L ■ Stakeholder Meeting Presentation
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2. Assess &
Define
3. Prepare
Solution
4. Production
Readiness
S. Production
(Go -Live)
i
6. Close
• Training Plan
• Current State
Documentation
• Solution Orientation
Completion I
• Current & Future State II
Analysis
• Modification i
Requirements
• Project Budget/Financial
documents
• Project Schedule
• Hardware made
available
• Documentation
describing future s
decisions
• Initial Configuration1 I
• Solution Validation Test
Plan
■ Data Conversion Plan
• Configuration
• Solution Validation Plan
• Go -Live Checklist
• Training Plan
• List of End Users and
Roles/Job Duties
• Configured Tyler Systerr
• Comprehensive Action
Plan
■ Final Source Data
• Open item/issues list
• List of post Go -Live
activltles
• Contract
• Statement of Work
■ Project Artifacts
■ Document with Future State
Decisions and Configuration
• Modification Specifications
• Change Requests for out -of -
scope modifications
• Revised Project Schedule
Licensed Software Installed
Installation Checklist
Document
Configured System
Updated Solution Validation
Test Plan
• Completed Client -Specific
process documentation (if
applicable)
• Updated Solution Design
Document
• Prioritized Data Sets for
Review
• Data Conversion Outputs
• Code Mapping Completed
• Conversion Iterations
• Solution Validation Report
• Updated Go -Live Checklist
• End User Training (if
applicable)
• Data available in production
environment
• Client Services Support
Document
■ Updated issues log
• Final Action Plan
• Reconciliation report
• Post Phase Review
• Post Project Review
Part 2: System Needs Analysis, Build and Testing
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2.1 Solution Orientation
The Solution Orientation step provides the Project stakeholders a high-level understanding of the
solution
functionality prior to beginning the current and future state analysis. The primary goal is to establish
a foundation for upcoming conversations regarding the design and configuration of the solution.
Tyler utilizes a variety of tools for the Solution Orientation, focusing on City team knowledge transfer
such as: eLearning, documentation, or walkthroughs. The City team will gain a better understanding
of the major processes and focus on data flow, the connection between configuration options and
outcome, integration, and terminology that may be unique to Tyler's solution.
2.2 Current and Future State Analysis Sessions
The Current & Future State Analysis provides the Project stakeholders and Tyler an understanding of
process changes that will be achieved with the new system. The City and Tyler will evaluate current
state processes, options within the new software, pros and cons of each based on current or desired
state and make decisions about the future state configuration and processing. This may occur
before or within the same timeframe as the configuration work package. The options within the
new software will be limited to the scope of this implementation and will make use of standard
Tyler functionality.
Tyler will create current and future state analysis documents during the analysis sessions with the
City. These will be loaded to the project portal and will be referenced and updated throughout the
project to help configure the system. The current and future state analysis documents will include
consideration of input gathered during the analysis sessions and the requirements found in the
Requirements Document, with any clarifications, updates or changes agreed to by the City during the
analysis sessions.
2.3 System Configuration
The purpose of configuration is to prepare the software product for validation. Tyler staff will
collaborate with the City to complete software configuration based on the outputs of the future
state analysis. The City will collaborate with Tyler staff iteratively to validate the software
configuration. The City will adopt the existing Tyler solution wherever possible to avoid project
schedule and quality risk from over customization of Tyler products. It is the City s responsibility to
verify that in -scope functional requirements are being met throughout the implementation.
However, Tyler will assist the City in understanding how best to structure and complete testing so
that functionality is thoroughly vetted. As part of this effort, Tyler will provide Solution Validation
Test Plans (as noted above under Project Documentation). The City and Tyler commit to thorough
communication and testing so that problematic issues are found and remedied before the system
goes live.
The following guidelines will be followed when evaluating if a modification to the Tyler product is
required: A requirement will be considered met when:
✓ A reasonable business process change is available.
✓ Functionality exists which satisfies the requirement.
✓ Configuration of the application satisfies the requirement.
✓ An in -scope modification satisfies the requirement.
Unmet requirements that are out of scope will follow the agreed upon change control process in
this Contract and can have impacts on the project schedule, scope, budget, and resource
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availability. Unmet requirements that are in -scope and require additional work and time to meet will
not result in additional budget requests or changes to scope.
2.4 Training
Tyler offers several training formats. Training by Tyler staff will provide hands-on learning remotely
and/or at the City's site. The City's staff will receive consultative knowledge transfer sessions that
are a combination of lecture and hands-on education, using the City's own data.
A mutually developed education plan will lay out the process of transferring knowledge between the
City and Tyler. The purpose of the education plan is to:
✓ Communicate the process to stakeholders and functional leaders
✓ Answer specific questions (where classrooms will be established, what database environment
will be utilized, etc.)
✓ Establish action items and link project personnel as owners
✓ Define measurement criteria to ensure the plan has been successfully followed
Tyler prefers a classroom and curriculum approach for training to ensure knowledge transfer,
comprehension, and retention. A successful user training session is in a classroom environment
with a computer for each user, whiteboard, printer in the room or nearby, and one computer
connected to a projector. Class size should be limited to twelve (12) users in attendance to the
training is critical to gain hands-on experience with the system.
The training goal is to partner and lend our expertise based on experience, to allow City resources
to be successful at go -live.
ctmil
Solutions ' Po"'"UM
Orientation • Functional leads
• Tyler Implementation Consultant
Configuration & . Powerllsers
g
• Process Refinement • Tylerlmplementation
YLE R Y `'~ Training consultant
:TR:AININU�� Technical &-System • 5ystemAdmin
Administration • Functional leads
• Tyler lmplea ntalim
Training Consultant
• r • End Beers
End User • Department HeadsAlanagers
Training • Tyler Implementation Consultant'
'It It`s proposed
Below is a list of the typical classes Tyler is providing during a utility billing project implementation.
Tyler will provide at least one instance of each type of course for this project. The exact schedule will
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be determined in detail during project planning.
List of Included Training Sessions
Task Name
Task
Required Attendees
Location
Module
Owner
UB-100 Fundamentals
Tyler IC
Client Project Manager, Client UB
Remote
Utility
Review
Functional Leads & Client IT Lead
Billing
UB-300 CSFS Analysis
Tyler IC
Client Project Manager, Client UB
Onsite
Utility
Functional Leads & Client IT Lead
Billing
UB-300 Forms Analysis
Tyler IC
Client Project Manager, Client UB
Utility
Functional Leads & Client IT Lead
Billing
UB-400 Configuration and
Tyler IC
Client Project Manager, Client UB
Onsite
Utility
Validation
Functional Leads & Client IT Lead
Billing
UB-400 Conversion
Tyler IC
Client Project Manager, Client UB
GTM
Utility
Mapping Session (REMOTE
Functional Leads & Client IT Lead
Billing
Central Property Training
Tyler IC
Client Project Manager, Client UB
GTM
Central
(REMOTE)
Functional Leads & Client IT Lead
Property
UB - 400 Administrative
Client Project Manager, Client UB
Utility
Setup for ReadyForms
Tyler IC
Functional Leads & Client IT Lead
GTM
Billing
Central Property Follow
Tyler BPC
Client IT Lead, Client Project
Central
Up Training (REMOTE)
IC
Manager, Client UB Functional
GTM
Property
UB -400 Master
Tyler IC
y
Client Project Manager, Client UB
GTM
Utility
Programs Training
Functional Leads, Client IT Lead
Billing
UB-400 Work Order
Tyler IC
y
Client Project Manager, Client UB
GTM
Utility
Management Training
Functional Leads, Client IT Lead
Billing
UB-400 Bill
Client Project Manager, Client UB
Utility
Tyler IC
y
GTM
Process Training
Functional Leads, Client IT Lead
Billing
(REMOTE)
& Tyler IC
Bill Process Training-
Tyler IC
Client Project Manager, Client UB
Onsite
Utility
Review
Review
Functional Leads & Client IT Lead
Billing
UB-400 Delinquency Process
Tyler IC
Client Project Manager, Client UB
Onsite
Utility
Training
Functional Leads & Client IT Lead
Billing
UB-400 Payments &
Client Project Manager, Client UB
Utility
Collections Training
Tyler IC
Functional Leads & Client IT Lead
Onsite
,Billing
UB-400 Conversion
Ty ler IC
Client Project Manager, Client UB
GTM
Utility
Verification Assistance
Functional Leads, Client IT Lead
Billing
(REMOTE)
& Tyler IC
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List of Included Training Sessions
Task Name
Task
Required Attendees
Location
Module
Owner
Client Project Manager, Client
Utility
UB 400 Parallel Billing
Tyler IC
Functional Lead, Client IT
Onsite
Billing
Lead
Client Project Manager, Client
Utility
UB Review SOP's
Tyler IC
Functional Lead, Client IT
Onsite
Billing
TC - End User Training
Tyler IC
Client Project Manager, Client UB
Onsite
Tyler
Functional Leads & Client IT Lead
Cashiering
UB 400 Parallel Billing
Tyler IC
Client Project Manager, Client
Onsite
Utility
Functional Lead, Client IT
Billing
Client Project Manager, Client
Utility
UB Review and Finalize SOP's
Tyler IC
Functional Lead, Client IT
Onsite
Billing
Cutover Planning
N/A
User Acceptance Testing (UAT)
N/A
Client UB
Functional
UB-900 End User Training
Lead,
Client Project Manager, Client
Onsite
Utility
(City lead unless contracted
Client
Functional Lead, Client UB
Billing
for Tyler to lead)
Project
Users & Client IT Lead
Manager
Final Data Conversion
N/A
Production Processing &
N/A
Assistance
Live Processing
Tyler IC
Client IT Lead, Client Project
Manager, Client UB Functional
Onsite
Utility
Billing
Support
Support
Client Project Manager, Client
Utility
UB-Post Live Assistance
Tyler IC
Functional Lead, Client IT
Onsite
Billing
UB-Post Live Assistance
Tyler IC
Client Project Manager, Client
Onsite
Utility
Functional Lead, Client IT
Billing
The City will be responsible for the logistics of the training, completing such tasks as scheduling
resources and ensuring facilities are available. These sessions are to be attended by the City's key
staff members (i.e., functional leads and power users) so that they can then disseminate the
information they learn to others if or when necessary.
Tyler also maintains a complete set of documentation that is available to all users through the Client Resources
space. This space provides users with a single, easily accessible location to find all existing
documentation on Tyler products and other widely used technology products. Included are
procedure documents, file layouts, user'guides, installation manuals, setup documents, system
administrator documents, data schemas, training exercises and much more. The City will be able to
download documentation into Microsoft Word format to edit to modify it to reflect internal policies
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and procedures.
2.5 Solution Validation
Tyler's quality management and validation plan will address both the project and the product, while
ensuring project objectives are met. The project teams validate the solution throughout the life of the
project to expose issues that would normally only be revealed in a production environment. A
comprehensive validation plan will be set in place and may include system infrastructure audits,
conversions, and modification delivery.
A controlled environment will be created for high-level product modification validation, import and
export interface, functional flow, and reliability. The goal of validation is for end users to gain
extensive product experience, develop a high level of confidence in Tyler's products, and
understand their specific functions within the solution. Expected benefits from the completion of
validation also include:
✓ The infrastructure of hardware and network design is thoroughly vetted
✓ Modifications are delivered and fully integrated into the solution
✓ A managed issues list is fully quantified
Issue tracking, resolution accountability, and completed issue resolution are necessary in a
successfully completed project. The validation phase is a shared responsibility and must be
recognized as such.
2.6 User Acceptance Testing
User Acceptance Testing is an iterative process, where chosen power users will perform end -to -end
system testing and report discrepancies in expected system functionality. Tyler will address
reported discrepancies. This includes, but is not limited to:
✓ fixing the discrepancy
✓ postponing a discrepancy as a post -Production Cutover improvement
✓ determining the discrepancy is not in scope, or
✓ closing the discrepancy because it deviates from the agreed upon requirements defined
during the Assess and Define stage.
Once discrepancies are addressed, power users will re -test to validate the fix, and close the
discrepancy. All discrepancies must be entered in advance of the close of the UAT stage to allow
sufficient time for Tyler to address noted discrepancies and testers to re -test, validate, and close
discrepancies. The Tyler project manager will work with the City to determine the appropriate cut
off for initial testing efforts.
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iI++M
rrd [ we.
Won
.y-
Acceptability is defined as the software's ability to perform day-to-day operations, as expected, based
on the agreed upon requirements. Acceptance testers must be able to distinguish between a
legitimate need for configuration or functionality change and changes that are subject to one's own
interpretation and/or subjective opinion (i.e., a feature enhancement).
The City and Tyler anticipate the following:
✓ The system will not be 100% perfect prior to UAT: Finding configuration discrepancies is a
normal part of the process and should be expected, as it helps ensure the product is ready for
production and in line with project definitions. UAT during this project is a validation of the
system's acceptability based on decisions made during Assess & Define. For requirements that
are not fully met prior to or during UAT, the City may at its discretion agree to move them
into EverGuide post -implementation support. Alternatively, depending on the severity of
the issue and its impact, the City may determine to require Tyler to remedy the issue pre
go -live. Tyler understands that its commitment under this contract is to deliver the
functionality promised in this Scope of Work, as described here, as captured in the
Requirements Document, and as modified during the Assess and Define phase, prior to go -
live.
✓ Understanding that the system will not be 100% perfect after UAT, Tyler will utilize a
continuous improvement approach, which focuses on maximizing the performance of the
City's system over time. Post go -live, throughout the life of the City's relationship with
Tyler, the City will have the opportunity to continue improving efficiency and productivity
through Tyler's EverGuide approach.
The following outlines specific responsibilities of the City when it comes to testing:
• Identify functional leads and power users to perform scenario processing.
• Identify and communicate to select functional leads and power users the assigned testing
scenarios to be executed with assistance from Tyler implementation staff.
• With assistance from Tyler implementation staff, review and prioritize discrepancies that
result from completed testing scenarios.
• Submit all items first to the Tyler project manager. The project manager will then ensure the
reported item is valid prior to submitting to Tyler. This may require input from a functional
lead or power user.
• Document any issues or discrepancies found related to the product area tested. Tyler
recommends limiting the number of resources posting items to the issues list to minimize
duplication of issues and prevent changes being requested which are not consistent with
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agreed upon definitions. Ensure all
reports of issues are submitted in a complete and timely manner.
• Ensure testing data and testing database maintain their integrity during the testing phase
by limiting access and coordinating load and refresh processes.
• Monitor the quality and timeliness of the overall testing effort.
o Facilitate testing completion by maintaining momentum during process. Check that
tests are completed in the order necessary to thoroughly sign -off on process.
o Review scenario processes and modify as necessary to align with any changes to
policies and procedures.
o Work with Tyler project team to oversee all functions of the testing process.
The following outlines specific responsibilities of the Tyler Team during testing:
• Provide baseline testing steps
■ Work with the City's project team to determine which processes, interfaces, and
modifications need to be tested.
■ Collaborate with the City's project team to develop a baseline scenario that details the
procedures for testing data integrity across application processes.
• Assist the City team in addressing reported issues/concerns.
• Provide training to City staff on tracking issues as required by Tyler.
• Support the testing plan developed for the City's site.
• Prepare City staff to support users through the project changes.
Part 3: Go -Live and Post Go -Live Support
3.1 Go Live Support
Tyler believes that a smooth transition from implementation to the production environment is
critical to the success of our project and our clients. To ensure that the City's team is adequately
supported during this critical time, resources from the Tyler project team will provide guidance and
assistance as needed. One -week of on -site assistance at go -live is included in the budget in
Exhibit B. To assist with identified critical processing issues that occurs during the first 30 days of
production, Tyler project team resources will work with the City for the first go -live week to manage
issues and actions.
After the first week of go -live, assistance will be scheduled as needed with the Tyler project team.
During the initiate and plan stage of the project, a decision will be made about the number of
project days that will be set aside for go live and post go live activities. Tyler is committed to
ensuring that the City is successful in production with Tyler Enterprise ERP Office (Tyler Enterprise)
and is always willing to assist at its standard billable rate should the City team request additional
service days beyond those agreed to.
At the beginning of the production readiness stage of the project, approximately 30 to 60 days prior to
go
live, the City team will be introduced to Tyler client services (Tyler Technical Support). This milestone
assistance process aids in transition from implementation activities to client services and processing
in the production environment. During the transition call to client services, the City will learn about
the tools and processes available to it. This service is intended to facilitate a smooth handover from
project implementation, helping the City's resources become self-sufficient.
3.2 Post Go -Live Tyler Technical Support
Tyler's mission is to deliver superior service by providing timely response, issue resolution and
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operational support, resulting in a high-level of client satisfaction. Unlike some companies who
outsource their application support to a third party, Tyler offers a complete solution of customer
support services provided by our in-house experts. See Exhibit C for the SaaS Agreement and Exhibit
D for the Tyler Service Level Agreement. The full suite of support post go -live includes the resources
below for the City and other Tyler clients:
Tyler Search
• Knmvledgebase
• Tyler Community
Tyler University
• Release Management,
Console
• Online Help M
Planned Annual
CunllnuingEducation (PACE)
• State User Groups
• Annual User Conference
• Ongoing Education Wobinar
•'Answer Panel
• MyView
• Online Support Portal
• GoieAssist, Bomgar
• Phone
Part 4: Security
See the PSSA and also Exhibit C for more detail on the standards and protocols Tyler will adhere to in
providing security to the system. An overview is provided here. In the case of a conflict in provisions,
see the PSSA, Section 33, for the order of document precedence.
4.1 Data Security
Dedicated Application Environments
The Tyler SaaS cloud infrastructure is multi -tenant with multiple clients sharing infrastructure and
software components. Tyler SaaS clients are provided dedicated, client -specific application
environments, unlike most multi -tenant solutions in which all clients use shared application
environments. Providing clients dedicated application environments adds an additional layer of
security through complete segregation of data access. Clients also have the flexibility to schedule
application updates on their own schedule and convenience.
Transport Layer Security (TLS) encryption protects communication with Tyler applications, including
end -user access through TLS-protected HTTPS. This widely adopted protocol secures sensitive data
by preventing reading or modifying information transferred.
Tyler utilizes disk encryption -at -rest for regulatory compliance and security audit readiness. Disk
encryption -at -rest allows for data protection across all scenarios in which data that is stored in the
disks is compromised due to disks removal from the site. With data encryption using AES256 and the
ability to securely erase a disk, the risk of data exposure is eliminated.
Application Authentication & Authorization
Tyler application security access is role -based and requires end -user authentication through industry
standard identity providers (IdP's). Tyler solutions include zero -trust identity management built on
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technology from Okta, the industry leader in identity management. Support for industry standard
identity providers (IdP's) such as Microsoft Azure AD and Google Cloud Identity provides clients with
seamless, single sign -on to Tyler back -office solutions. This also enables clients to use their own login
and password policies, including the use of multifactor authentication for enhanced identity
verification. Administrators can use the Okta user store to create and manage accounts that do not
exist in their IdP or those who do not have an existing enterprise IdP at all.
Tyler solutions intended for users external to an organization, such as vendors and residents, provide
self-service account creation and management through email or usage of social providers, such as
Google, Apple, Microsoft, and Facebook.
Tyler solutions employ a comprehensive Role Based Access Control (RBAC) security model to facilitate
end -user access to applications, processes, and data. Roles can be tailored to offer a flexible level of
access control within each Tyler solution. Access can be granted by solution, process, record —
including read, update, and delete access — and field. Role permissions can span multiple modules
within a solution providing streamlined administration for users who "wear multiple hats". If
overlapping or conflicting permissions are applied to a user, the highest priority / least restrictive
access is granted to that user.
User and role administration is performed using easy -to -use, integrated applications, requiring very
little
technical expertise. In fact, while security can be centrally administered by a single department such
as an organizations IT department, clients can also decentralize security by application module.
Decentralizing security administration to subject matter experts such as a department head puts
those most familiar an organizations' processes in control of ensuring appropriate access control is
adhered to.
4.2 Operational Security Controls
Secure Software Development Life Cycle
Tyler employs an enterprise Secure Software Development Life Cycle (SDLC) dedicated to continuously
reviewing and enhancing the security posture of Tyler's products. Tyler uses enterprise -level
dynamic and static security scanning tools as part of our software development lifecycle. In addition
to scanning tools, Tyler's application security team executes manual assessments on Tyler products
using a testing methodology based upon the OWASP Testing Framework.
Vulnerability Disclosure Program
Tyler has an enterprise -wide vulnerability disclosure program which includes Tyler products in its
scope. Tyler makes available a communication channel for clients, partners, and the security
community to report vulnerabilities in our products.
Tyler's Enterprise Application Security Team is responsible for triaging and managing product related
vulnerability reports. This process involves confirming the vulnerability exists, assigning risk and impact, working
with development on a fix, testing the fix, releasing the fix, and communicating the fix to clients.
Physical Security Controls
Using proximity key card entry systems and cameras, access to Tyler facilities is restricted to
authorized personnel only. Data center entry attempts are audited regularly.
Network Security
Tyler hosting services include a dedicated Network Operations Center (NOC) for 247 monitoring of
system utilization and network activity. Tyler employs a variety of industry -standard solutions for
monitoring and intrusion detection and prevention. Solar Winds Network Performance Monitor and
Database Performance Analyzer, and VMware vCenter Operations Management Suite monitor
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system, database, and infrastructure utilization. Firewalls include Intrusion Protection System (IPS)
modules to detect and prevent intrusions. A variety of routine scans are performed regularly
including vulnerability scans, external penetration tests, and static and dynamic security scanning.
Tyler also leverages a third -party service for DDoS detection and mitigation.
4.3 Regulatory Compliance & Certifications
Tyler SaaS Hosting Operations employ best practice security controls and are subject to annual assurance
audits. Audits include SOX-404 Financial and IT General Control conducted by an independent CPA
firm, SOC 1 Type 2 and SOC 2 Type 2 conducted by an independent AICPA firm, and PCI Security
Council PA-DSS and PCI-DSS validation for Tyler's payment and payment gateway applications.
More information on Tyler Industry & Regulatory Compliance, including how to obtain a copy of
Tyler's SOC Report can be found at: h ttps.,//www.tylertecli.com/about-usLcompliance
4.4 Business Continuity
Tyler maintains two primary datacenters for hosted customers. One is owned by Tyler, located in
Yarmouth, ME, and operates in alignment with Tier III guidelines. The other is a colocation facility,
Data Bank, a certified Tier III datacenter located in Dallas, TX. Primary data centers are replicated to
Amazon Web Services data centers for disaster recovery, which operate in alignment with Tier III+
guidelines.
Tyler SaaS data centers are built on enterprise compute systems. Three tiers of storage are utilized
providing varying levels of performance resiliency. Firewalls, routers, and storage are all setup in a
highly available configuration. Tyler data centers are serviced by multiple power providers and
include backup power in the event of power loss from all power providers. Multiple internet service
providers are employed across multiple hub sources bandwidth is drawn from different hub
locations and to mitigate the risk of a data center Internet outage.
Data center servers, HVAC units, and smart devices on cabinet power strips all have the capabilities of
notifying appropriate personnel of events such as power outages, server over -heating, humidity, and
room temperature abnormalities.
As part of Tyler's defined business continuity plan, full server snapshots are performed daily after
normal business hours and data is replicated between data centers using an enterprise backup solution.
Tyler employs a FIPS-compliant enterprise backup solution certified for CJIS and GovCloud use. Data
transfer and storage is encrypted as defined in FIPS140-2 and FIPS140-3 standards. Traffic related to
client data for the purpose of Business Continuity is never transmitted over the public internet. All
replicated data is pushed through private direct connections between Tyler facilities and from Tyler
Facilities to AWS.
Clients can create on -demand application database backups for select Tyler solutions at any time
through Lhe Tyler SaaS Cloud Admin Portal. Clients can request data restored from backups as defined
through
application -specific retention policies.
Tyler Technologies warrants its service to its standard service level agreement (SLA). The SLA defines
service availability (% of uptime), and recovery point objective (RPO) and recovery time objective
(RTO) for data centers used for Tyler SaaS hosting. Tyler's business continuity plan is tested annually,
and backup restore tests are performed weekly. Further information regarding Tyler's business
continuity plan can be found in
PART 5: Project Requirements
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The Requirements Document, incorporated by reference, represents Tyler's commitments to meeting the City's
requirements. These requirements will be clarified, refined, and verified during the current and future state
analysis referenced earlier in this Exhibit A. In meeting these requirements, the following notes and assumptions
apply:
Tyler Reporting Services
Wherever Tyler Technologies, Inc. has responded affirmatively to certain functional checklist
questions/requirements/specifications as requiring the use of Tyler Reporting Services, (SSRS), the
City is solely responsible for development of the necessary/required report(s), unless specifically
indicated
otherwise.
Interfaces / Customizations
Interface requirements agreed to by Tyler within this response will depend on the City maintaining
an active support agreement with the identified third -party system as well as a current version
actively
supported by the manufacturer/developer of the product installed.
Custom Modifications
Custom modifications, if quoted with a specific dollar value, are priced based upon the total proposed
software package and the requirements set forth in the Requirements Document. To the extent
system components and/or requirements change, pricing for custom modifications may also
change. If a custom modification is identified without a price, that identification is provided as an
alert that the functionality is not available "out of the box," and additional information is required
from the customer before Tyler can price the modification. Any custom modifications that the
customer requests post -contracting will be subject to an amendment or change order, which will
address at least the pricing and schedule impacts of adding the subject modification to the original
project scope and schedule.
Utility Billing Requirements Document
In signing this contract, Tyler is committing to meet the requirements listed in the Requirements Document, unless
identified as out of scope or not possible within the document. The requirements will be met within the budget of
this approved contract, and as may be jointly updated or modified during analysis sessions. The Requirements
Document is available upon request.
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EXHIBIT B. FEE SCHEDULE
This Exhibit outlines the fees and payment schedule associated with this Contract. This is a not -to -exceed contract, with
the payment amounts and schedule below.
Any and all work and charges above and beyond the contract amount must be agreed to by both parties in writing prior
any additional work taking place and shall be captured in written change orders or contract amendments formally
approved. Because the total contract amount exceeds $50,000, any additional expenditures are required by the City of
Aspen procurement policy to be approved by City Council unless the additional funding amounts do not exceed any
previously approved project contingency budget.
Software Modules Included in this Contract
The Tyler Technology software modules and functionalities included in this Contract are indicated in Tables B(1) and B(2)
below and will be provided for 10 concurrent users. In addition, this procurement includes unlimited storage.
First Year Fees
The First Year fees include four categories of costs:
1. Total software and related fees
2. Total SaaS and related fees
3. Total professional services fees
4. Estimated travel costs
These fees are outlined in more detail below.
1. Total Software License and Related Fees (Table 131): $14,500
✓ Due when the software is made available to the City for download, expected to be within five (5) days of the
effective date of this contract.
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TABLE B1: TYLER SOFTWARE LICENSE AND RELATED FEES DETAIL
and Related Servicas
Revenue Management
General Billing
1 $ 7,000.00
32
$ 7,000.00
$ 0.00
Utility Billing CIS
1 $14,500.00
136
$ 0.00
$ 0.00
Utility Billing Meter Interface
1 S 4AW-00
16
$ 0.00
$ 0.00
Addltfonal
Enterprise Forms Processing (including Common Form Set)
1 $ 7,500.00
0
$ 7,500.00
$ 0.00
Sub -Total
$ 33,400.00
$14,500.00
$ 0.00
Less Discount
$18,90. 00
0,00
TOTAL
$14,500.00
184
$14,500.00
$ 0.00
• Discount detail: The net discounted license cost for Utility Billing CIS and Utility Billing Meter Interface, as
illustrated above, is $0.00.
2. Total Annual SaaS and Related Fees (Table 62), Year 1: $53,000
■ Due at the commencement of the SaaS Term as defined in the Agreement, with renewals invoiced annually
thereafter.
For twelve (12) months past the execution date of this contract, additional concurrent users can be added for
$1,000 each; subsequently, they can be purchased at the then -current Tyler rate for concurrent users.
3. Total Professional Services Fees (Table 133): $91,688
• Project management fees are priced hourly and billed monthly in arrears
• Project Planning Services fee due 100% upon delivery of Implementation Planning Document
• Conversion fees due 50% upon initial delivery of converted data, and 50% upon client acceptance to load
converted data into Production, by conversion option
• All other services to be billed monthly in arrears upon completion of the work
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TABLE 132: TYLER SAAS AND RELATED SERVICES DETAIL
SaaS and Related Services
Revenue Management
General Billing
1
0
$ 2,520.00
Utility Billing CIS
1
0
$ 8,035.00
Utility Billing Meter Interface
1
0
$ 1,584.00
Civic Services
Citizen Self Service (Tyler Hosted)
1
0
$ 3,300.00
Additional
Business Objects Bundled
1
0
$ 3,418.00
Enterprise ERP Office
1
0
$ 2,771.00
Enterprise Forms Processing (including Common Form Set)
1
0
$ 2,700.00
Notify
1
16
$ 6,000.00
Notify Additional Block of 12,000 Messages Per Year
1
0
$ 300.00
Notify Additional Block of 5,000 Minutes Per Year
1
0
$ 300.00
Integrations
Accounts Receivable Interface
1
0
$ 4,024.00
General Ledger Interface
1
0
$ 4,024.00
Utility Billing Interface
1
0
$ 4,024.00
Subscription Fees
Concurrent Users
10
0
$ 10,000.00
TOTAL
16
TABLE 133: TYLER PROFESSIONAL SERVICES FEES DETAIL
Professional Services
$ 53,000.00
AMI Utility Billing Project Cost - Implementation
32
$ 163.00
$ 5,216.00
$ 0.00
AMI Utility Billing Project Cost - PS Meter Sync
1
$ 10,000.00
$ 10,000.00
$ 0.00
Enterprise Forms Processing Configuration
1
$ 1,500.00
$ 1,500.00
$ 0.00
Implementation - Chart of Accounts
40
$ 185.00
$ 7,400.00
$ 0.00
Professional Services - Chart of Accounts Modification
1
$ 12,000.00
$ 12,000.00
$ 0.00
Project Management
36
$ 185.00
$ 6,660.00
$ 0.00
Project Planning Services
1
$ 5,000.00
$ 5,000.00
$ 0.00
Utility Billing CIS - Implementation - Bill for Assessments
8
$ 163.00
$ 1,304.00
$ 0.00
Utility Billing CIS - Implementation - GL Interface
8
$ 163.00
$ 1,304.00
$ 0.00
Utility Billing CIS History Clean-up Implementation
8
$ 163.00
$ 1,304.00
$ 0.00
Utility Billing CIS Rate Consolidation Conversion
1 $ 1,000.00 $ 1,000.00
$ 0.00
Conversions —See Detailed Breakdown Below
$ 2,000.00
$ 0.00
Onsite Implementation
52 $ 185.00 $ 9,620,00
$ 0.00
Remote Implementation
148 $ 185.00 $ 27,380.00
$ 0.00
TOTAL $ 91,688.00
$ 0.00
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4. Estimated Travel Costs: $2,960
Tyler will provide onsite services for the first week of go -live. The estimated cost for travel, included in the project
budget, is $2,960 inclusive. Actual expense reimbursements will be billed as incurred and in accordance with Exhibit E,
Tyler Travel Policy.
Copies of receipts will be provided upon request. Tyler reserves the right to charge the City an administrative fee
depending on the extent of the City's requests. Receipts for miscellaneous items less than twenty-five dollars and
mileage logs are not available.
TOTAL FIRST YEAR COSTS. INCLUDING TRAVEL, NOT TO EXCEED S162.148
Annual SaaS Fees Year 2-5
In addition to the annual pricing offered for year 1 ($53,000) Tyler Technology has guaranteed rates for annual SaaS Fees
for years 2-5 of implementation. (Table 64). Should the City continue to use the product, these prices will not change.
The City reserves the right to terminate the Contract with cause, regardless of guaranteed annual pricing.
TABLE B4: ANNUAL SAAS Services FEES FOR YEARS 2 THROUGH 5
$53,000 $53,000 $55,650 $58,433
The support included as a part of the SaaS Fees is described in Exhibit C (the SaaS agreement) and Exhibit D (the Service
Level Agreement).
Change Orders
Tyler's quote contains estimates of the amount of services needed, based on its preliminary understanding of the scope,
level of engagement, and timeline as defined in Exhibit A (the Scope of Work). The actual amount of products and
services required may vary, based on these factors. Should portions of the scope of products or services be altered,
Tyler reserves the right to use the Change Order process outlined here to adjust prices for the remaining scope
accordingly.
Any work performed in excess of the agreed to limits in this Contract will require a written change order, mutually
agreed to by the City and Tyler. If additional funds have not previously been approved by City Council, the change order
must be approved by City Council as a contract amendment priorto beginning work.
For twelve (12) months past the date of the Contract execution, the City may purchase additional services at the rates
listed below. If twelve months have expired since the date of Contract execution, the City may purchase additional
products and services at Tyler's then -current list price.
• Project management services: $185 per hour
• Additional GL Interface or Bill for UB Assessments services: $163 per hour
■ Additional history cleanup services: $163 per hour
• All other remote implementation services: $185 per hour. (available in 4 or 8 hour blocks only)
• Any additional onsite implementation services: $210 per hour
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Additional Price Details
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and
timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.
Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products orservices be
altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.
Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then -current Business Travel
Policy.
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are
responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.
In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-rzfundable expenses incurred by Tyler on
Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re -assign its personnel.
The Implementation Hours included in this quote assume a work split effort of 70% Client and 300% Tyler.
Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.
Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more
than one occurrence of a class is needed, Tyler will either provide additional days at then -current rates for training orTyler will utilize a Train -the -
Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
AMI Utility Billing Project Cost - Project Management fees will be billed upon authorizing signature in order to schedule your project. All other Fees are
billed when/if incurred. Fees are based on our provided Statement of Work. Fees may vary based on your project scope.
Standard Project Management responsibilities include project plan creation, initial stakeholder presentation, bi-weekly status calls, updating of
project plan task statuses, and go -live planning activities.
Tyler's form library prices are based on the actual form quantities listed, and assume the forms will be provided according to the standard Enterprise
ERP form template. Any forms in addition to the quoted amounts and types, including custom forms or forms that otherwise require custom
programming, are subject to an additional fee. Please also note that use of the Tyler Forms functionality requires the use of approved printers as well.
You may contact Tyler's support team forthe most current list of approved printers. Any forms included in this quote are based on the standard form
templates provided. Custom forms, additional forms and any custom programming are subject to additional fees not included in this quote. The
additional fees would be quoted at the time of request, generally during the implementation of the forms. Please note that the form solution provided
requires the use of approved printers. You may contact Tyler's support team for the most current list of approved printers.
Utility billing library includes: standard Utility bill, standard UB receipt, standard UB delinquent notice, standard door hanger and standard final utility
bill.
Project Management includes project planning, kickoff meeting, status calls, task monitoring, verification and transition to support.
Each API Toolkit or Connector comes with 8 free hours of API Development Consulting hours. Each API Bundle comes with 16 free API Development
Consulting hours. Additional hours can be purchased beyond this standard offering.
Citizen Self -Service (Tyler Hosted) SaaS services will renew automatically for additional one (1) year terms at our then -current fee unless terminated in
writing by either part at leastthirty (30) days prior to the end of the then -current term.
General Billing library includes: standard invoice, standard statement, standard general billing receipt and standard miscellaneous receipt.
Tyler Notify SaaS services will renew automatically for additional one (1) year terms at our then -current fee unless terminated in writing by either part
at least thirty (30) days prior to the end of the then -current term. Unused minutes and texts expire at the end of each annual term.
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EXHIBIT C: TYLER TECHNOLOGIES SAAS AGREEMENT
Table of Contents
SECTIONA — DEFINITIONS.....................................................................................................................................2
SECTIONB — SAAS SERVICES.................................................................................................................................3
SECTION C— MAINTENANCE AND SUPPORT.........................................................................................................5
SECTION D—THIRD PARTY PRODUCTS..................................................................................................................6
SECTION D — INVOICING AND PAYMENT................................................................................... ..........12
................
SECTION E — SAAS TERM AND TERMINATION.....................................................................................................12
SECTION F—INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE.....................................................13
SECTION H —GENERAL TERMS AND CONDITIONS...............................................................................................15
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This Software as a Service (SaaS) Agreement (Exhibit C) is made between Tyler Technologies, Inc. (Tyler) and
the City of Aspen (the City) and is one component of the Tyler Technologies Enterprise ERP Office contract
with the City. The City has selected Tyler to provide its proprietary Tyler Enterprise ERP Office product,
including the components outlined in Exhibit B, for utility billing and other services.
SECTION A — DEFINITIONS
• "SaaS Agreement" means this Software as a Service Agreement (Exhibit C), which is one element of
Tyler's contract with the City ("Contract").
• "Business Travel Policy" means the Tyler business travel policy. A copy of Tyler's current Business
Travel Policy is attached as Exhibit E of this contract.
• "Client" means the City of Aspen, Colorado.
■ "Contract" means all documents identified in the Professional Services and Software Agreement (PSSA),
of which this Exhibit C is one component.
• "Data" means the City's 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 and requirements set forth in this Contract, or their functional equivalent. Future
functionality may be updated, modified, or otherwise enhanced through Tyler's maintenance and
support services, and the governing functional descriptions for such future functionality will be set
forth in Tyler's then -current Documentation.
• "Defined Users" means the number of users that are authorized to use the SaaS Services. The
number of Defined Users forthe Contract is identified in Exhibit B.
• "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 the City, including instructions,
user guides, manuals and other training or self-help documentation.
• "Effective Date" means the date by which both the City's and Tyler's authorized representatives
have signed the Contract, which is composed of the documents identified in the Professional
Services and Software Agreement (PSSA).
■ "Force Majeure" means an event beyond the reasonable control of the City or Tyler, 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 the City or Tyler.
• "Investment Summary" is synonymous with the agreed upon cost proposal for the products and
services attached as Exhibit B.
• "Invoicing and Payment Policy" means Tyler's invoicing and payment policy. A copy of the current
Invoicing and Payment Policy is attached as Exhibit F to this Contract.
• "Order Form" means an ordering document that includes a quote or fee summary specifying the items
to be provided by Tyler to the City, including any addenda and supplements thereto. It is synonymous
with Change Order or Amendment to this contract.
• "SaaS Fees" means the fees for the SaaS Services identified in Exhibit B.
■ "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
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Software (including Downtime resolution under the terms of the Tyler Service Level Agreement (SLA)
in Exhibit D), 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 Tyler's current SLA is attached hereto as
Exhibit D of the Contract.
■ "Support Call Process" means the support call process applicable to all our customers who have
licensed the Tyler Software. A copy of our current Support Call Process is included in Exhibit D.
• "Third Party Hardware" means the third party hardware, if any, identified in Exhibit B, the fee
schedule.
• "Third Party Products" means the Third Party Software and Third Party Hardware.
■ "Third Party SaaS Services" means software as a service provided by a third party, if any,
identified in Exhibit B of this contract.
• "Third Party Services" means the third party services, if any, identified in Exhibit B.
• "Third Party Software" means the third party software, if any, identified in Exhibit B.
• "Third Party Terms" means, if any, the end user license agreement(s) or similar terms for the Third
Party Products or other parties' products or services, as applicable, and attached or indicated
• "Tyler" means Tyler Technologies, Inc., a Delaware corporation.
• "Tyler Software" means Tyler's proprietary software, including any integrations, custom
modifications, and/or other related interfaces identified in this Contract and licensed by Tyler
to the City through this Contract.
■ "we", "us", "our" and similar terms mean Tyler.
• "you" and similar terms mean the City of Aspen.
SECTION B — SAAS SERVICES
1. Rights Granted. We grant to the City the non-exclusive, non -assignable limited right to use the SaaS
Services solely for the City's internal business purposes for the number of Defined Users only. The Tyler
Software will be made available to the City according to the terms of this Contract. The City acknowledges
that Tyler has no delivery obligations, and we will not ship copies of the Tyler Software as part of the SaaS
Services. The City may use the SaaS Services to access updates and enhancements to the Tyler Software,
as further described in Section C of this Exhibit. The foregoing notwithstanding, to the extent we have
sold the City perpetual licenses for Tyler Software, if and as listed in Exhibit B, for which the City is
receiving SaaS Services, the City rights to use such Tyler Software are perpetual, subject to the terms and
conditions of this Contract. We will make any such software available to the City for download.
2. SaaS Fees. The City agrees to pay Tyler the SaaS Fees. Those amounts are payable in accordance with the
Fee Schedule (Exhibit B), as supplemented by the Tyler Invoicing and Payment Policy (Exhibit F), and at
the rates specified in Exhibit B through year 5 of this agreement. The SaaS Fees are based on the number
of Defined Users The City may add additional users according to the terms set forth in Exhibit B. In the
event the City regularly and/or meaningfully exceeds the Defined Users or Data Storage Capacity, we
reserve the right to charge the City additional fees commensurate with the overage(s).
3. Ownership.
3.1 Tyler retains all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and
anything developed by us under this SaaS Agreement. The City does not acquire under this Agreement
any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
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3.2 The Documentation is licensed to the City and may be used and copied by the City employees
for internal, non-commercial reference purposes only.
3.3 The City retains all ownership and intellectual property rights to the Data. The City expressly
recognizes 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. The City 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 Exhibit D (the Tyler Service Level Agreement) 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 the City is timely paying for SaaS Services. The scope of
audit coverage varies for some Tyler Software solutions. Upon execution of a mutually agreeable
Non -Disclosure Agreement ("NDA"), we will provide the City 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 the
City make a written request, we will provide that same information. If our SaaS Services are provided
using a 3rd party data center, we will provide available compliance reports forthat data center.
6.2 The City will be hosted on shared hardware in a Tyler data center or in a third -party data center. In
either event, databases containing the City Data will be dedicated to the City and inaccessible to our
other customers.
6.3 Our Tyler data centers have fully -redundant telecommunications access, electrical power, and the
required hardware to provide access to the Tyler Software in the event of a disaster or component
failure. In the event of a data center failure, we reserve the right to employ our disaster recovery
plan for resumption of the SaaS Services. In that event, we commit to a Recovery Point Objective
("RPO") of 24 hours and a Recovery Time Objective ("RTO") of 24 hours. RPO represents the
maximum duration of time between the most recent recoverable copy of the City hosted Data and
subsequent data center failure. RTO represents the maximum duration of time following data
center failure within which the City access to the Tyler Software must be restored.
6.4 Tyler conducts annual penetration testing of either the production network and/or web application to
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be performed. Tyler 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 the
City with a written or electronic record of the actions taken by us in the event that any unauthorized
access to the City database(s) is detected as a result of Tyler's security protocols. We will undertake
an additional security audit, on terms and timing to be mutually agreed to by the parties, at the City
written request. The City 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.
6.5 Tyler tests our disaster recovery plan on an annual basis. Our standard test is not client -specific.
Should the City request a client -specific disaster recovery test, we will work with the City to schedule
and execute such a test on a mutually agreeable schedule. At the City's written request, we will
provide test results to the City within a commercially reasonable timeframe after receipt of the
request.
6.6 Tyler will be responsible for importing, back-up and verifying that the City can log -in. The City
will be responsible for running reports and testing critical processes to verify the returned Data.
6.7 Tyler provides secure Data transmission paths between each of the City workstations and our servers.
6.8 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.
6.9 Where applicable with respect to our applications that take or process card payment data, Tyler is
responsible for the security of cardholder data that we possess, including functions relating to
storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date,
we comply with applicable requirements to be considered PCI DSS compliant and have performed
the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status
of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can
be found at https://www.tylertech.com/about- us/compliance, and in the event of any change in
our status, will comply with applicable notice requirements.
6.10 For at least the past twelve (12) years, all of Tyler's employees have undergone criminal
background checks prior to hire. All employees sign our confidentiality agreement and security
policies.
SECTION C—MAINTENANCE AND SUPPORT
For so long as the City timely pays the Tyler SaaS Fees according to the Fee Schedule (Exhibit B) and the Invoicing
and Payment Policy (Exhibit F), then in addition to the terms set forth in the SLA and the Support Call Process
in Exhibit D, Tyler will:
1. perform our maintenance and support obligations in a professional, good, and workmanlike manner,
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consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable
release life cycle policy);
2. provide support during our established support hours;
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;
4. make available to the City 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
5. provide non -Defect resolution support of prior releases of the Tyler Software in accordance with any
applicable release life cycle policy.
Tyler will use all reasonable efforts to perform support services remotely. Currently, Tyler uses a third -party
secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, the City agrees
to maintain a high-speed internet connection capable of connecting Tyler to the City PCs and server(s). The
City agrees to provide Tyler with a login account and local administrative privileges as the company may
reasonably require to perform remote services. Tyler will, at its 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 maybe 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, the City agrees to provide Tyler 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 the City. We strongly recommend that the City also maintain the City 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, asset 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 above, which go beyond those listed will be billed to the City on a
time and materials basis at Tyler's then current rates, provided they are above and beyond the Scope of
Services in Exhibit A. The City must request those services with at least one (1) week's advance notice.
SECTION D —THIRD PARTY PRODUCTS
1. ThinPrint Terms. The City's use of Tyler Forms software and forms is subject to the End User License
Agreement terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway found
here: littps:/Zwww.th[iipCint.com/eti/legal-notesleuLal. By signing a Tyler Agreement or Order Form, or
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accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood,
and agree to such terms.
2. Twilio Acceptable Use Policy. The City's use of the Tyler solutions in this contract includes functionality
provided by a Third Party Developer, Twilio. The City's rights, and the rights of any of your end users, to
use said functionality are subject to the terms of the Twilio Acceptable Use Policy, available
at http://www.twilio.com/legal/aup. By signing a Tyler Agreement or Order Form, or accessing,
installing, or using any such Tyler solution, you certify that you have reviewed, understand and agree to
said terms. Tyler hereby disclaims any and all liability related to your or your end user's failure to abide
by the terms of the Twilio Acceptable Use Policy. Any liability for failure to abide by said terms shall rest
solely with the person or entity whose conduct violated said terms.
• Electronic Warrants
• Modria
• Odyssey Notifications Add On (text notifications)
• ReadySub
• Tyler Notify
• Tyler Jury Manager
• Tyler Supervision
• Virtual Court
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3. Doc Origin EULA Terms
ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY
ECLIPSE CORPORATION WSL, INC. (Eclipse Corporation) AND IS NOT BEING SOLD. THIS SOFTWARE IS
PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPECIFIES WHAT YOU 161AY DO WITH THE
SOFTWARE AND CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS. WARRANTIES,
CONDITIONS. REMEDIES, AND LIABILITIES.
DocOrinin
SOFTWARE LICENSE
IMPORTANT -READ CAREFULLY: This End -User License Agreement ("Agreement' or 'EULA') is a legal
agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as
'You") and Eclipse Corporation WSL, Inc. referred to in this EULA as Eclipse Corporation. for the DocOrigin software
product that accompanies this EULA, including any associated media, printed materials and electronic documentation
(the 'Software`). The Software also encompasses any software updates. add -on components, web services and/or
supplements that may be provided to you or made available to you after the date you obtain the initial copy of the
Software to the extent that such items are not accompanied by a separate license agreement or terms of use. If you
receive the Software under separate terns from your distributor, those terms will take precedence over any
conflicting terms of this EULA.
By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms
of this EULA. If you do not agree to the terms of this EULA, do not install, access or use the Software; instead, you
should remove the Software from all systems and receive a full refund.
IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (1)
THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON
SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY. AND (II) SUCH ENTITY HAS FULL POWER,
CORPORATE OR OTHERWISE. TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS
HEREUNDER.
1. LICENSE TERMS
1.1 in this Agreement a "License Key' means any license key, activation code. or similar instailation. access or
usage control codes. including serial numbers digitally created and or provided by Eclipse
Corporation ,designed to provide unlocked access to the Software and its functionality.
1.2 Evaluation License. Subject to all of the terms and conditions of this Agreement, Eclipse Corporation
grants You a limited. royalty -free, non-exclusive. non -transferable license to download and install a copy of
the Software from www.docorigin.com on a single machine and use it on a royalty -free basis for no more
than 120 days from the date of installation (the 'Evaluation Period'). You may use the Software during the
Evaluation Period solely for the purpose of testing and evaluating It to determine if You wish to obtain a
commercial. production license for the Software. This evaluation license grant will automatically, end on
expiry of the Evaluation Period and you acknowledge and agree that Eclipse Corporation will be under no
obligation to renew or extend the Evaluation Period. If you wish to continue using the Software You may, on
payment of the applicable fees, upgrade to a full license (as further described in section 1.3 below) on the
terms of this Agreement and will be issued with a License Key for the same. If you do not wish to continue
to license the Software after expiry of the Evaluation Period, then You agree to comply with the termination
obligations set out in section [7.3] of this Agreement. For greater certainty, any document generated by you
under an evaluation license will have a 'spoiler or watermark on the output document. Documents
generated by DocONin software that has a valid license key file also installed will not have the 'spoiler
produced. You are not permitted to remove the watermark or'spoilee from documents generated using the
software under an evaluation license.
1.3 Development and Testing Licenses. Development and testing licenses are available for purchase through
authorized distributors and resellers of Eclipse Corporation only. Subject to ali of the terms and conditions
of this Agreement. Eclipse Corporation grants You. a perpetual (subject to termination by Eclipse
Corporation due to your breach of the terms of this Agreement). non-exclusive, non -transferable, worldwide
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non -sub license able license to download and install a copy of the Software from www.docorigin.corn on a
single machine and use for development and testing to create collateral deployable to Your production
system(s). You are not entitled to use a development and testing license for live production purposes.
1A Production Licenses. Production licenses are available for purohase through authorized distributors and
resellers of Eclipse Corporation only. Subject to all of the terms and conditions of this Agreement. Eclipse
Corporation grants You, a perpetual (subject to termination by Eclipse Corporation due to your breach of the
terms of this Agreement), non-exclusive. non -transferable, worldwide non -sub ficense able license to use the
Software in accordance with the license type purchased by you as set out on your purchase order as further
described below. For greater certainty, unless otherwise agreed in a purchase order concluded with an
approved distributor of the Software, and approved by Eclipse Corporation, the default license to the
Software is a per -CPU license as described in A. below -
A. PerCPU. The total number of CPUs on a computer used to operate the Software may not exceed
the licensed quantity of CPUs. For purposes of this license metric: (a) CPUs may contain more
than one processing core, each group of two (2) processing cores is consider one (1) CPU., and
any remaining unpaired processing core, will be deemed a CPU_ (b) all CPUs on a computer on
which the Software Is installed shall be deemed to operate the Software unless You configure that
computer (using a reliable and verifiable means of hardware or software partitioning) such that the
total number of CPUs that actually operate the Software is less than the total number on that
computer. Virtual Machines ('VM's') are considered as a server. Installing and configuring the
software on multiple Ws requires one license per VM server. An enterprise license is available
upon request. Pricing varies based on the size of the company.
Per -Document. This is defined as a fee per document based on the total number of documents
generated annually by merging data with a template created by the Software. The combined data
and template produce documents of one or more pages. A document may contain 1 or more
pages. For instance, a batch of invoices for 250 customers may contain 1.000 pages. this will be
counted as 250 documents which should correspond to 250 invoices.
C. Per -Surface. This is defined as a fee per surface based on the total number of surfaces generated
annually by merging data with a template created by the Software. The combined data and
template produce documents of one or more pages, the pages may be printed one side (one
surface) or duplexed (2 surfaces). The documents may be rendered to a computer file (i.e. PDF).
each page placed in the file is considered a surface. A document may contain 1 or more surfaces.
For instance. a batch of invoices for 250 customers may contain 500 pages duplexed, this will be
counted as 1000 surfaces.
1.5 Disaster Recovery License. You may request a Disaster Recovery license of the Software for each
production license You have purchased as a failover in the event of loss of use of the production server(s).
This license is for disaster recovery purposes only and under no circumstance may the disaster recovery
license be used for production simultaneously with a production license with which it is paired.
1.6 idackup Copies. After instaliation of the Software pursuant to this EULA, you may store a copy of the
installation files for the Software solely for backup or archival purposes_ Except as expressly provided in this
EULA_ you may not otherwise make copies of the Software or the printed materials accompanying the
Software.
1.7 Third -Party Software License Rights. If a separate Ficense agreement pertaining to an item of third -party
software Is: delivered to You with the Software, included in the Software download package, or referenced in
any material that is provided with the Software, than such separate license agreement shall govern Your use
of that item or version of Third -Party Software. Your rights in respect to any third -party software, third -party
data, third -party software or other third -party content provided with the Software shall be limited to those
rights necessary to operate the Software as pernined by this Agreement. No other rights in the Software or
third -parry software are granted to You.
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2. LICENSE RESTRICTIONS
Any copies of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary
markings and the like exactly as they appear on the copy of the Software originally provided to You- You may
not remove or alter any copyright, trademark anWor proprietary notices marked on any part of the Software or
related documentation and must reproduce all such notices on all authorized copies of the Software and related
documentation. You shall not sublicense. distribute or otherwise make the Software available to any third party
(including, without Imitation, any contractor, franchisee, agent or dealer) without first obtaining the written
agreement of (a) Eclipse Corporation to that use, and (b) such third party to comply with this Agreement. You
fuller agree not to (i) rent, lease, sell, sublicense, assign, or otherwise transfer the Software to anyone else: (6)
directly or indirectly use the Software or any information about the Software in the development of any software
that is competitive with the Software, or (di) use the Software to operate or as a part of a time-sharing service.
outsourcing service, service bureau, application service provider or managed service provider offering. You
further agree not to reverse engineer, decompde, or disassemble the Software.
3. UPDATES, MAINTENANCE AND SUPPORT
3.1 During the validity period of Your License Key. You will be entitled to download the latest version of the Software
from the DocOrigin website vwvw.docorigin.com. Use of any updates provided to You shall be governed by the
terms and conditions of this Agreement. Eclipse Corporation reserves the right at any time to not release or to
discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing
terms, release dates, general availability or other characteristics of the Software.
3.2 On expiry of your maintenance and support contract, you will have the right to continue using the current
version(s) of the Software which you downloaded prior to the date of expiry of your License Key. However, you
will need to renew maintenance and support in order to receive a new License Key that will unlock the more
current version(s) of the Software. For greater certainty, if you attempt to use an expired License Key to
download the latest version of the Software, the Software will revert to being a locked. evaluation copy of that
version of the Software.
4. INTELLECTUAL PROPERTY RIGHTS.
This EULA does not grant you any rights in connection with any trademarks or service marks of Eclipse
Corporation or DocOrigm. All We and intellectual property rights in and to the Software. the accompanying
printed materials, and any copies of the Software are awned by Eclipse Corporation or its suppliers. All title and
intellectual property rights in and to the content that is not contained in the Software, but may be accessed
through use of the Software. is the property of the respective content owners and may be protected by applicable
copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content If
this Software contains documentation that is provided only in electronic form, you may print one copy of such
electronic documentation.
5. DISCLAIMER OF WARRANTIES.
TO THE GREATEST EXTENT PERMITTED BY LAW. THE LICENSED SOFTWARE AND TECHNICAL
SUPPORT PROVIDED BY ECLIPSE CORPORATION HEREUNDER ARE PROVIDED ON AN 'AS IS' BASIS
AND THERE ARE NO WARRANTIES. REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED,
WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW. COURSE OF DEALING, USAGE OF
TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED
UNDER THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY ECLIPSE CORPORATION
ECLIPSE CORPORATION DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY.
MERCHANTABILITY. MERCHANTABLE QUALITY. DURABILITY. FITNESS FOR A PARTICULAR PURPOSE
AND NON -INFRINGEMENT. ECLIPSE CORPORATION DOES NOT REPRESENT OR WARRANT THAT THE
SOFTWARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS. THAT THE SOFTWARE
WILL OPERATE ERROR -FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE
SOFTWARE CAN BE FOUND OR CORRECTED.
In certain jurisdictions, some or all of the provisions in this Section may not be effective or the applicable law may
mandate a more extensive warranty in which case the applicable law will prevail over this Agreement.
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8. INDEMNIFICATION & LIMITATIONS OF LIABILITY
8.1 Eclipse Corporation shall defend and/or settle at its expense, any claims, actions, allegations or proceedings
against You to the extent arising out of or relating to misappropriation or infringement by the Software of any third
party's proprietary or intellectual property right ('Claims'), and Eclipse Corporation shall pay all damages finatty
awarded by a court of competent jurisdiction to such third party against You, or any settlement amounts agreed
by Eclipse Corporation: subject to the conditions that. You shall notify Eclipse Corporation promptly of any You
Claims, permit Eclipse Corporation to control the defense and settlement of such Claims and assist Eclipse
Corporation, at Eclipse Corporation's expense, in defending or settling such Claims. Eclipse Corporation shall
not be liable for any settlement amounts entered into by You without Eclipse Corporation's prior written approval.
If Eclipse Corporation has reason to believe that it would be subject to an injunction or continuing damages
based on the Software, then Eclipse Corporation may (and if Eclipse Corporation or any of its customers or third
party software suppliers is subject to an injunction or continuing damages based on the Software). then
notwithstanding any other provision in this Agreement. Eclipse Corporation shall be entitled to either modify the
Software to make it non -infringing and/or remove the misappropriated material, replace the Software or portion
thereof with a service or materials that provide substantially the same functionality or information, or, if neither of
the foregoing is commercially practicable. require You to cease using the Software and refund to You (a) a pro
rata portion of any one (1) time fees (based on a three (3) year, straight-line depreciation schedule from the date
of payment), and (b) any fees that have been pre -paid by You but are unused. The foregoing notwithstanding,
Eclipse Corporation shall have no liability for a claim of infringement or misappropriation to the extent caused by
(i) the combination of the Software with any other service. software, data or products not provided or approved
by Eclipse Corporation: or (it) the use of any material provided by You or any end users. (iu) any breach by You
of this Agreement. THE FOREGOING IS ECLIPSE CORPORATION'S SOLE AND EXCLUSIVE LIABILITY. AND
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY
THIRD -PARTY INTELLECTUAL PROPERTY RIGHTS.
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL ECLIPSE
CORPORATION BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT. INDIRECT.
INCIDENTAL. SPECIAL, PUNITIVE. EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER.
INCLUDING WITHOUT LIMITATION. LEGAL EXPENSES. LOSS OF BUSINESS. LOSS OF PROFITS, LOSS
OF REVENUE. LOST OR DAMAGED DATA, LOSS OF COMPUTER TIME. COST OF SUBSTITUTE GOODS
OR SERVICES. OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR
ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EVEN IF ECLIPSE
CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR SUCH
LOSSES OR DAMAGES ARE FORESEEABLE.
6.2 THE ENTIRE LIABILITY OF ECLIPSE CORPORATION AND YOUR EXCLUSIVE REMEDY WITH RESPECT
TO THE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED
BY ECLIPSE CORPORATION IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY
CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT,
INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE
AMOUNTS PAID BY YOU FOR THE SOFTWARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE TO
THE CLAIM.
8.3 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT
FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF
LIABILITY, NEITHER ECLIPSE CORPORATION NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD
GRANT THE RIGHTS GRANTED IN THIS AGREEMENT.
7. TERM AND TERMINATION
7.1 The term of this Agreement will begin on download of the Software and, in respect of an Evaluation License.
shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1, shall
continue for as Song as You use the Software, unless earlier terminated sooner under this section 7.
7.2 Eclipse Corporation may terminate this Agreement in the event of any breach by You if such breach has not
been cured within thirty (30) days of notice to You. No termination of this Agreement will entitle You to a refund
of any amounts paid by You to Eclipse Corporation or its applicable distributor or reseller or affect any obligations
You may have to pay any outstanding amounts owing to Eclipse Corporation or its distributor.
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7.3 Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement
Within thirty (30) days of termination or expiration of this Agreement. You shall purge all Software and all copies
thereof from all computer systems and storage devices on which it was stored, and certify such to Eclipse
Corporation
8. GENERAL PROVISIONS
8.1 No Waiver. No delay or failure in exercising any right under this Agreement. or any partial or single exercise of
any right. will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach
of any express of implied term set out in this Agreement constitutes consent to any subsequent breach, whether
of the same or any other provision.
8.2 Severability. If any provision of this Agreement is. or becomes. unenforceable, it wit! be severed from this
Agreement and the remainder of this Agreement will remain in full force and effect
8.3 Assignment. You may not transfer or assign this Agreement (whether voluntarily, by operation of law, or
otherwise) without Eclipse Corporation's prior written consent Eclipse Corporation may assign this Agreement
at any time without notice. This Agreement is binding upon and will inure to the benefit of both parties. and their
respective successors and permitted assigns.
8.4 Governing Law and Venue if You are located in the USA. This Agreement shall be governed by the laws of
the State of Texas if You are located in the USA_ No choice of laws rules of any jurisdiction shall apply to this
Agreement. You consent and agree that the courts of the State of Texas shall have jurisdiction over any legal
action or proceeding brought by You arising out of or relating to this Agreement. and You consent to the
jurisdiction of such courts for any such action or proceeding.
8.5 Governing Law and Venue if You are not located in the USA. This Agreement shall be governed by the laws
of the Province of Ontario in Canada if You are not located in the USA . No choice of laws rules of any
jurisdiction shall apply to this Agreement. You consent and agree that the courts of the Province of Ontario in
Canada shall have jurisdiction over any legal action or proceeding brought by You arising out of or relating to this
Agreement, and You consent to the jurisdiction of such courts for any such action or proceeding.
8.8 Entire Agreement. This Agreement is the entire understanding and agreement between You and Eclipse
Corporation with respect to the subject matter hereof, and it supersedes all prior negotiations. commitments and
understandings, verbal or written. and purchase order issued by You. This Agreement may be amended or
otherwise modified by Eclipse Corporation from time to time and the most recent version of the Agreement will
be available on the Eclipse Corporation websile www.docorigin.com.
Last Updated: July 22, 2017
SECTION D - INVOICING AND PAYMENT
Tyler will invoice the City the SaaS Fees in accordance with the amounts and schedule shown Exhibit B (the
Fee Schedule) for the first five years after this Contract is executed. After the fifth year, we will invoice the
City at the then -agreed upon SaaS fees and in accordance with the then current Tyler Invoicing and Payment
Policy. Invoice disputes will be handled according to the terms in the Professional Services and Software
Agreement (PSSA) in this contract.
SECTION E — SAAS TERM AND TERMINATION
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1. SaaS Term. The initial term of this SaaS Agreement is equal to one year from the first day of the month
following the Effective Date. Upon expiration of the initial term, this SaaS Agreement will renew
automatically for additional one (1) year renewal term at the rates specified in Exhibit B (the Fee
Schedule) for the first four (4) annual renewals, and at Tyler's then -current SaaS Fees thereafter, unless
terminated in writing by either party at least sixty (60) days prior to the end of the then -current renewal
term. After year 5, Tyler will provide the City with annual notice of upcoming renewal fees at least thirty
(30) days prior to the end of the then current term. The City's right to access or use the Tyler Software
and the SaaS Services will terminate at the end of the then current SaaS Agreement unless renewed.
2. Termination. The Contract may be terminated as set forth below. In the event of termination, the City
will pay Tyler for all undisputed fees and expenses related to the software, services, and products the
City have received, or Tyler has delivered, prior to the effective date of termination. Disputed fees and
expenses in all terminations other than the City termination for cause must have been submitted as
invoice disputes in accordance with the City of Aspen Professional Services and Software Agreement
(PSSA).
a. Failure to Pay SaaS Fees. The City acknowledges that continued access to the SaaS Services is
contingent upon the City's timely payment of SaaS Fees. If the City fails to timely pay the SaaS Fees,
Tyler may discontinue the SaaS Services and deny the City access to the Tyler Software. Tyler may
terminate services if the City doesn't cure such failure to pay within forty-five (45) days of receiving
written notice of our intent to terminate.
b. For Cause. If the City believe Tyler has materially breached this SaaS Agreement, the City will invoke
the Dispute Resolution clause set forth in the Professional Services and Software Agreement (PSSA).
The City may terminate this Agreement for cause in the event Tyler does not cure, or create a mutually
agreeable action plan to address, a material breach of this Agreement within the timelines specified in
the Professional Services and Software Agreement.
c. 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 forty-five (45) days or more.
d. Lack of Appropriations. If the City cannot appropriate or otherwise make available funds sufficient to
utilize the SaaS Services, the City may unilaterally terminate this Agreement upon thirty (30) days
written notice to us. The City will not be entitled to a refund or offset of previously paid, but unused,
SaaS Fees.
SECTION F— INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend the City 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).
The City must notify us promptly in writing of the claim and give us sole control over its defense or
settlement. The City agrees to provide us with reasonable assistance, cooperation, and information
in defending the claim at our expense.
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1.2 Our obligations under this Section G (1) will not apply to the extent the claim or adverse final
judgment is based on the City use of the Tyler Software in contradiction of this Agreement,
including with non -licensed third parties, or the City willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler
Software, we may, at our expense and without obligation to do so, either: (a) procure for the City 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 the City will stop running the allegedly infringing Tyler Software
immediately. Alternatively, we may decide to litigate the claim to judgment, in which case the City
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 the City 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 the City exclusive remedy for third party copyright, patent, or trademark infringement and
trade secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify and hold harmless the City and the City agents, officials, and employees from and
against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including
reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused
by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a law
applicable to our performance under this Agreement. The City must notify us promptly in writing of
the claim and give us sole control over its defense or settlement. The City agrees to p r o v i d e us
with reasonable assistance, cooperation, and information in defending the claim at our expense.
2.2 To the extent permitted by applicable law, the City will indemnify and hold harmless us and our
agents, officials, and employees from and against any and all third -party claims, losses, liabilities,
damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or
property damage to the extent caused by the City negligence or willful misconduct; or (b) the City
violation of a law applicable to the City performance under this Agreement. We will notify the City
promptly in writing of the claim and will give the City sole control over its defense or settlement. We
agree to provide the City with reasonable assistance, cooperation, and information in defending the
claim at the City expense.
3. Disclaimer.
EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND
CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT
RELATE TO USER ERROR.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE CONTRACT, OUR
LIABILITY FOR DAMAGES ARISING OUT OF THIS CONTRACT, WHETHER BASED ON A THEORY OF
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CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO THE CITY
ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION
E(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THE THEN -
CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND
AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION
OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF
CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE
OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE
SUBJECT TO SECTIONS F(1) AND F (2).
S. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL TYLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL
DAMAGES WHATSOEVER, EVEN IF TYLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SECTION H —GENERAL TERMS AND CONDITIONS
1. Client Lists. The City agrees that we may identify the City by name in client lists, marketing presentations,
and promotional materials.
Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of such
information could violate rights to private individuals and entities, including the parties. Confidential
information is nonpublic information that a reasonable person would believe to be confidential and
includes, without limitation, personal identifying information (e.g., social security numbers) and trade
secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential
information of the other party and further agrees to take all reasonable and appropriate action to prevent
such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the
termination or cancellation of this Agreement. This obligation of confidentiality will not apply to
information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this
Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or
(d) is the subject of a legitimate disclosure request under the open records laws or similar applicable
public disclosure laws governing this Agreement; provided, however, that in the event the City
receive an open records or other similar applicable request, the City will give us prompt notice
and otherwise perform the functions required by applicable law.
Quarantining of Client Data. Some services provided by Tyler require us to be in possession of the City Data.
In the event we detect malware or other conditions associated with the City Data that are reasonably
suspected of putting Tyler resources or other Tyler clients' data at risk, we reserve the absolute right to
move the City Data from its location within a multi -tenancy Tyler hosted environment to an isolated
"quarantined" environment without advance notice. The City Data will remain in such quarantine for a
period of at least six (6) months during which time we will review the Data, and all traffic associated with the
Data, for signs of malware or other similar issues. If no issues are detected through such reviews during the
six (6) month period of quarantine, we will coordinate with the City the restoration of the City Data to a non -
quarantined environment. In the event the City Data must remain in quarantine beyond this six (6) month
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period through no fault of Tyler's, we reserve the right to require payment of additional fees for the
extended duration of quarantine. We will provide an estimate of what those costs will be upon the City
request.
4. City agrees to use all reasonable efforts to cooperate with and assist Tyler as may be reaso nably re uired to
meet the agreed upon proiect deadlines and other milestones for implementation._ This cooperation includes
at least working with Tyler to schedule the implementation -related services outlined in the Contract. Tyler
will not be liable for failure to meet a ny deadlines and milestones. when such failure is due to Force Ma'eure
or to the failure by Ci 's Personnel to Provide such cooperation and assistance f either through action or
omission).
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EXHIBIT D: TYLER SERVICE LEVEL AGREEMENT (SLA)
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Tyler
Technologies (Tyler) SaaS Agreement (Exhibit C). It outlines the information technology service levels
that Tyler will provide to the City to ensure the availability of the application services that the City have
requested Tyler to provide. This SLA does not apply to any Third Party SaaS Services. 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 Exhibit
C.
Actual Attainment. The percentage of time the Tyler Software is available during a calendar quarter,
calculated as follows: (Service Availability — Downtime) _ Service Availability.
Client Error Incident: Any service unavailability resulting from the City's applications, content or
equipment, or the acts or omissions of any of the City's service users or third -party providers over
whom Tyler exercise no control.
Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch,
login, search or save primary data in the Tyler Software. Downtime does not include those instances in
which only a Defect is present.
Emergency Maintenance: (1) maintenance that is required to patch a critical security vulnerability;
(2) maintenance that is required to prevent an imminent outage of Service Availability; or (3)
maintenance that is mutually agreed upon in writing by Tyler and the Client.
Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window.
Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable
of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents,
denial of service attacks and Force Majeure.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard
Maintenance is limited to five (5) hours per week.
III. Service Availability
a. The City's Responsibilities
Wheneverthe City experiences Downtime, the City must make a support call according to the procedures
outlined in the Support Call Process below. The City will receive a support case number.
b. Tyler Technology's Responsibilities
When the Tyler support team receives a call from the City that Downtime has occurred or is occurring,
Tyler will work with the City to identify the cause of the Downtime (including whether it may be
the result of Planned Downtime, a Client Error Incident, Denial of Service attack or Force Majeure).
Tyler will also work with the City to resume normal operations.
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Client Relief
Tyler's targeted Attainment Goal is 100%. The City may be entitled to credits as indicated in the Client
Relief Schedule found below. The City's relief credit is calculated as a percentage of the SaaS fees
paid for the calendar quarter.
In order to receive relief credits, the City must submit a request through one of the channels listed
in our Support Call Process within fifteen days (15) of the end of the applicable quarter. Tyler will
respond to the City's relief request within thirty (30) day(s) of receipt.
The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such
credit does not relieve us of our obligations under this contract to correct the problem which created
the service interruption.
Client Relief Schedule
Actual Attainment
Client Relief
99.99% - 98.00%
Remedial action will be taken
97.99% - 95.00%
4%
Below 95.00%
5%
IV. Maintenance Notifications
Tyler performs Standard Maintenance during limited windows that are historically known to be
reliably low -traffic times. If and when maintenance is predicted to occur during periods of higher
traffic, Tyler will provide advance notice of those windows and will coordinate to the greatest extent
possible with the City.
Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that
activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable,
the company will provide advance notice, as reasonably practicable, that the Tyler Software will be
unavailable during the maintenance window.
Schedule 1: Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal) —for less urgent and functionality -based questions, users may
create support incidents through the Tyler Customer Portal available at the Tyler
Technologies website. A built-in Answer Panel provides users with resolutions to most "how-
to" and configuration- based questions through a simplified search interface with machine
learning, potentially eliminating the need to submit the support case.
(2) Email —for less urgent situations, users may submit emails directly to the software
support group.
(3) Telephone —for urgent or complex questions, users receive toll -free, telephone
software support.
* Channel availability may be limited for certain applications.
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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, documentation, and
other information including support contact information.
(2) Tyler Search -a knowledge based search engine that lets the City search multiple
sources simultaneously to find the answers the City needs, 24x7.
(3) Tyler Community —provides a venue for all Tyler clients with current maintenance agreements
to collaborate with one another, share best practices and resources, and access
documentation.
(4) Tyler University —online training courses on Tyler products.
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday —
Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Tyler's holiday schedule is
outlined below. There will be no support coverage on these days.
New Year's Day
Labor Day
Martin Luther King, Jr. Day
Thanksgiving Da
Memorial Day
Day after Thanksgiving
Independence Day
Christmas Day
For support teams that provide after-hours service, Tyler Technologies will provide the City with
procedures for contacting support staff after normal business hours for reporting Priority Level 1
Defects only. Upon receipt of such a Defect notification, Tyler will use commercially reasonable
efforts to meet the resolution targets set forth below.
Tyler will also make commercially reasonable efforts to be available for one pre -scheduled Saturday of
each month to assist the City's IT staff with applying patches and release upgrades, as well as
consulting with them on server maintenance and configuration of the Tyler Software environment.
Incident Handling
Incident Tracking
Every support incident is logged into Tyler's Customer Relationship Management System and given a
unique case number. This system tracks the history of each incident. The case number is used to
track and reference open issues when clients contact support. The City may track incidents, using
the case number, through Tyler's Customer Portal or by calling software support directly.
Incident Priority
Each incident is assigned a priority level, which corresponds to the City's needs. Tyler and the City
will reasonably set the priority of the incident per the chart below. This chart is not intended to
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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 City towards clearly understanding and communicating the
importance of the issue and to describe generally expected response and resolution targets in the
production environment only.
References to a "confirmed support incident" mean that Tyler and the City have successfully validated
the reported Defect/support incident.
Priority
Characteristics of Support Incident
Resolution Targets'
Level
Support incident that causes (a)
Tyler shall provide an initial response to Priority Level
complete application failure or
1 incidents within one (1) business hour of receipt of
application unavailability; (b)
the incident. Once the incident has been confirmed,
application failure or unavailability in
Tyler shall use commercially reasonable efforts to
1
one or more of the client's remote
resolve such support incidents or provide a
Critical
locations; or (c) systemic loss of
circumvention procedure within one (1) business
multiple essential system functions.
d ay. For non -hosted customers, Tyler's
responsibility for lost or corrupted data is limited to
assisting the Client in restoring its last available
database.
Support incident that causes (a)
Tyler shall provide an initial response to Priority Level
repeated, consistent failure of
2 incidents within four (4) business hours of receipt of
essential functionality affecting more
the incident. Once the incident has been confirmed,
than one user or (b) loss or corruption
Tyler shall use commercially reasonable efforts to
2
of data.
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
Tyler shall provide an initial response to Priority Level
existing circumvention procedure, or
3 incidents within one (1) business day of receipt of
a Priority Level 2 incident that affects
the incident. Once the incident has been confirmed,
only one user or for which there is an
Tyler shall use commercially reasonable efforts to
existing circumvention procedure.
resolve such support incidents without the need for a
3
circumvention procedure with the next published
Medium
maintenance update or service pack, which shall
occur at least quarterly. For non -hosted customers,
Tyler's responsibility for lost or corrupted data is
limited to assisting the Client in restoring its last
available database.
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Priority
Level
Characteristics of Support Incident
Resolution Targets'
Support incident that causes failure of
Tyler shall provide an initial response to Priority Level
4
non -essential functionality or a
4 incidents within two (2) business days of receipt of
Non-
cosmetic or other issue that does not
the incident. Once the incident has been confirmed,
critical
qualify as any other Priority Level.
Tyler shall use commercially reasonable efforts to
resolve such support incidents, as well as cosmetic
issues, with a future version release.
'Response and Resolution Targets may differ by product or business
need
Incident Escalation
If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has
elevated since initiation, the City may escalate the incident to the appropriate resource, as outlined by
each product support team. The corresponding resource will meet with the City and any Tyler staff
to establish a mutually agreeable plan for addressing the defect.
Remote Support Tool
Some support calls may require further analysis of the Client's database, processes or setup to
diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry -standard
remote support tool. Tyler's support team must have the ability to quickly connect to the Client's
system and view the site's setup, diagnose problems, or assist with screen navigation. More
information about the remote support tool Tyler uses is available upon request.
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EXHIBIT E. TYLER BUSINESS TRAVEL REIMBURSEMENT POLICY
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.
Ground Transportation
C. 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 fortolls and parking. Mileage will be
calculated by using the employee's office as the starting and ending point, in compliance with
IRS regulations. Employees who have been designated a home office should calculate miles from
their home.
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D. 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.
E. 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.
F. 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.
Lodgin>~
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.
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
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expenses. Per diem rates are available at www.gsa.gov/perdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided
separately by the Department of State and will be determined as required.
Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of
a trip are governed as set forth below.
Departure Day
Depart before 12:00 noon
Depart after 12:00 noon
Return Day
Return before 12:00 noon
Return between 12:00 noon & 7:00 p.m
Return after 7:00 p.m.*
Lunch and dinner
Dinner
Breakfast
Breakfast and lunch
Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
The reimbursement rates for individual meals are calculated as a percentage of the full day per
diem as follows:
Breakfast
15%
Lunch
25%
Dinner
60%
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.
Internet Access-- Hotels and Air orts
Employees who travel may need to access their e-mail at night. Many hotels provide free high
speed internet access and Tyler employees are encouraged to use such hotels whenever possible.
If an employee's hotel charges for internet access it is reimbursable up to $10.00 per day.
Charges for internet access at airports are not reimbursable.
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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 F. TYLER INVOICING AND PAYMENT POLICY
Invoicing: Tyler will invoice the City for the applicable software and services in Exhibit B (the Fee
Schedule) as set forth below. If there is a conflict between the terms of this Exhibit F and Exhibit B
the terms of Exhibit B take precedence.
T
1. SaaS Fees. SaaS Fees are invoiced on an annual basis beginning on the commencement of the
initial one (1) year term as defined in Exhibit C. The City's annual SaaS fees forthe initial o n e
(1) year term and first four (4) renewals are set forth in Exhibit
B. Upon expiration of the initial term, the City's annual SaaS fees will be at the rates specified
in Exhibit B for each year through year 5. After that, the SaaS fees will be at the then negotiated
rates.
2. Other Tyler Software and Services.
2.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN.
2.2 Implementation and Other Professional Services (including training): Implementation
and other professional services (including training) are billed and invoiced as delivered,
at the rates set forth in Exhibit B.
2.3 Conversions: Fixed -fee conversions are invoiced 50% upon initial delivery of the converted
Data, by conversion option, and 50% upon City acceptance to load the converted Data
into the Live/Production environment, by conversion option. Where conversions are
quoted as estimated, we will bill the City the actual services delivered on a time and
materials basis.
2.4 Requested Modifications to the Tyler Software: Requested modifications to the Tyler
Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the
applicable modification. The City 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. The City may still report Defects to us asset forth in this Agreement
2.5 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates
set forth in Exhibit B. For the avoidance of doubt, where "Project Planning Services" are
provided, payment will be due upon delivery of the Implementation Planning document.
Travel Expenses. Travel expenses for Tyler delivered services will be billed as incurred and in
accordance with Tyler's then -current Business Travel Policy, plus a 10% travel agency
processing fee where applicable. Tyler's current Business Travel Policy is attached as Exhibit
E. Copies of receipts will be provided upon request; we reserve the right to charge the City
an administrative fee depending on the extent of the City's requests. Receipts for
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miscellaneous items less than twenty-five dollars and mileage logs are not available.
4. Credit for Prepaid Maintenance and Support Fees for Tyler Software. The City will receive a
credit for the maintenance and support fees prepaid for the Tyler Software for the time
period commencing on the first day of the SaaS Term.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. Tyler
prefers to receive payments electronically. Tyler's electronic payment information is available by
contacting AR@tvlertech.com.
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