Staff Report with attachments
PREPARED BY: Gitta Ungvari
Finance and Budget Manager
Reviewed by: Assistant Town Manager, Finance Director, Town Attorney, and Information Technology
Manager
110 E. Main Street Los Gatos, CA 95030 ● 406-354-6832
www.losgatosca.gov
TOWN OF LOS GATOS
COUNCIL AGENDA REPORT
MEETING DATE: 6/21/2022 ITEM NO: 14
DATE: June 10, 2022
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Five-Year Agreement with Tyler
Technologies to Provide Enterprise Resource Planning (ERP) Software
Implementation and Ongoing Support for the Town of Los Gatos for
$1,147,328 plus a 10% contingency for a Total Agreement Amount Not to
Exceed $1,262,061
RECOMMENDATION:
Staff recommends that the Council authorize the Town Manager to execute a Five-Year
Agreement with Tyler Technologies to provide enterprise resource planning (ERP) software
implementation and ongoing support for the Town of Los Gatos for $1,147,328 plus a 10%
contingency for a total agreement amount not to exceed $1,262,061.
BACKGROUND:
The current ERP system was implemented in 2008 and has become outdated. Staff determined
that a modern system was required to meet the demands for advanced functionalities,
improved efficiencies, fiscal transparency, better customer service, and enhanced systems
integration all in a single platform. Staff initially engaged with the current software provider for
potential upgrade of the existing software. The current software provider CentralSquare
(formerly Sungard, Pentamation) was not able to provide an update for the current system due
to organizational restructuring from multiple acquisitions.
DISCUSSION:
The Town of Los Gatos issued a Request for Proposal (RFP) to solicit responses from qualified
firms offering proven, integrated solutions to replace the Town’s current CentralSquare
FinancePlus Enterprise Resource Planning system, specifically in the areas of Finance, Human
Resources, Payroll, and Miscellaneous Billing.
PAGE 2 OF 2 SUBJECT: Authorize the Town Manager to Execute an Agreement with Tyler Technologies to Provide ERP Software Implementation and Ongoing Maintenance Services for the Town of Los Gatos with Tyler Technologies DATE: June 21, 2022
DISCUSSION (continued):
The RFP was listed on the Town website and was sent to vendors who had reached out to staff
prior to the release of the RFP. These companies included WorkDay, Oracle, Tyler
Technologies, OpenGov, and CentralSquare.
The Town received only one proposal from Tyler Technologies. During the initial meetings with
WorkDay and Oracle, both companies commented that their solution was geared towards
significantly larger organizations. OpenGov only provided limited services and our current
provider did not submit a proposal with its most current software package.
After the RFP submittal, Tyler Technologies provided a demonstration of their Tyler Munis
system both to the executive management staff and to particular Town staff power users. The
response to the RFP was reviewed by an inter-disciplinary Town team, evaluating the submittal
based on enhanced reporting capabilities, streamlined process workflows, and self-service
online services for residents, customers, and vendors. The reviewers also assessed the
proposer’s demonstration of organizational, functional, and technical capabilities, as well as the
experience, expertise, and qualifications necessary to provide a fully integrated and proven ERP
solution to include both implementation and ongoing maintenance and support.
The proposed ERP system would include the implementation of the following functional areas.
• Financial Management
• Human Capital Management
• Executive Time and Attendance and Advanced Scheduling
• Business Licenses
The various modules for each functional area will be implemented through a phased approach
spanning a two-year period as detailed in the Statement of Work (Attachment 1).
PAGE 3 OF 2 SUBJECT: Authorize the Town Manager to Execute an Agreement with Tyler Technologies to Provide ERP Software Implementation and Ongoing Maintenance Services for the Town of Los Gatos with Tyler Technologies DATE: June 21, 2022
DISCUSSION (continued):
The proposed ERP system will be SaaS based solution and meets all the following project
objectives:
• Consolidate information, link processes and functions, and eliminate separate
Departmental spreadsheets/Excel databases in favor of a single system that
integrates the Town’s financial and non-financial applications through a common
database;
• Streamline business processes to take advantage of best practices through
automation, integration, and enhanced workflows;
• Provide a user-friendly and intuitive user interface to promote system use and
productivity;
• Eliminate the need for redundant data entry;
• Eliminate the need for manual input when preparing the annual budget and financial
statements;
• Improve and/or provide necessary reports and reporting capabilities, and access to
data through inquiry or drilldown capabilities; and
• Provide interface capabilities with third-party systems.
Tyler Technologies currently has over 2,000 customers nationwide and over 150 in California.
Forty former CentralSquare customers have migrated over successfully to Tyler’s Munis
solution in California (Attachment 2). Staff also performed reference checks with other
surrounding municipalities who currently utilize the Tyler Munis solution and received positive
feedback. Based on staff’s overall assessment, it was decided to enter negotiations with Tyler
Technologies for the draft contract.
It should be noted that during contract discussions, there was one area of disagreement
between the parties. Tyler has proposed to indemnify the Town for claims “arising out of its
negligence or willful misconduct.” Staff did ask Tyler for a more general indemnification for any
personal injury or property damage claims arising out of its performance – regardless of
whether or not Tyler was negligent or engaged in willful misconduct. Tyler declined to make
that change, citing its needs to be consistent with other city contracts. While staff would have
preferred the Town’s language, given the totality of the product staff is recommending that the
Town accept Tyler’s proposed indemnification language.
PAGE 4 OF 2 SUBJECT: Authorize the Town Manager to Execute an Agreement with Tyler Technologies to Provide ERP Software Implementation and Ongoing Maintenance Services for the Town of Los Gatos with Tyler Technologies DATE: June 21, 2022
CONCLUSION:
Authorize the Town Manager to execute a five-year agreement with Tyler Technologies to
provide ERP software implementation and ongoing support services for the Town of Los Gatos
for $1,147,328 plus a 10% contingency for a total agreement amount not to exceed $1,262,061.
COORDINATION:
The preparation of the RFP, review of the proposal, and negotiation of the contract was
coordinated between the Town Manager’s Office (including IT), Finance Department, Human
Resources Department, and the Town Attorney’s Office.
FISCAL IMPACT:
Sufficient funds for the implementation including the first two years of the annual SaaS fees
and augmented staff cost are incorporated into the Town’s Proposed FY 2022/23 – FY 2027/28
Capital Program Budget.
ENVIRONMENTAL ASSESSMENT:
This is not a project defined under CEQA, and no further action is required.
Attachments:
1. Agreement with Tyler Technologies to provide ERP Implementation and Ongoing
Maintenance and Support Services
2. Account Success Replacing CentralSquare.pdf
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SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client.
WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment
Summary, including providing Client with access to Tyler’s proprietary software products, and Tyler
desires to provide such products and services under the terms of this Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth
in this Agreement, Tyler and Client agree as follows:
SECTION A – DEFINITIONS
“Agreement” means this Software as a Service Agreement.
“Business Travel Policy” means our business travel policy. A copy of our current Business Travel
Policy is attached as Schedule 1 to Exhibit B.
“Client” means the Town of Los Gatos, California.
“Data” means your data necessary to utilize the Tyler Software.
“Data Storage Capacity” means the contracted amount of storage capacity for your Data
identified in the Investment Summary.
“Defect” means a failure of the Tyler Software to substantially conform to the functional
descriptions set forth in our written proposal to you, or their functional equivalent. Future
functionality may be updated, modified, or otherwise enhanced through our maintenance and
support services, and the governing functional descriptions for such future functionality will be
set forth in our then-current Documentation.
“Defined Users” means the number of users that are authorized to use the SaaS Services. The
Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A
contains EnerGov labeled software, defined users mean the maximum number of named users
that are authorized to use the EnerGov labeled modules as indicated in the Investment
Summary.
“Developer” means a third party who owns the intellectual property rights to Third Party
Software.
“Documentation” means any online or written documentation related to the use or
functionality of the Tyler Software that we provide or otherwise make available to you, including
instructions, user guides, manuals and other training or self-help documentation.
“Effective Date” means the date by which both your and our authorized representatives have
signed the Agreement.
“Force Majeure” means an event beyond the reasonable control of you or us, including, without
limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other
cause that could not with reasonable diligence be foreseen or prevented by you or us.
“Investment Summary” means the agreed upon cost proposal for the products and services
attached as Exhibit A.
ATTACHMENT 1
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“Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current
Invoicing and Payment Policy is attached as Exhibit B.
“Order Form” means an ordering document that includes a quote or investment summary and
specifying the items to be provided by Tyler to Client, including any addenda and supplements
thereto.
“SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary.
“SaaS Services” means software as a service consisting of system administration, system
management, and system monitoring activities that Tyler performs for the Tyler Software, and
includes the right to access and use the Tyler Software, receive maintenance and support on the
Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and
archiving. SaaS Services do not include support of an operating system or hardware, support
outside of our normal business hours, or training, consulting or other professional services.
“SLA” means the service level agreement. A copy of our current SLA is attached hereto as
Exhibit C.
“Statement of Work” means the industry standard implementation plan describing how our
professional services will be provided to implement the Tyler Software, and outlining your and
our roles and responsibilities in connection with that implementation. The Statement of Work is
attached as Exhibit E.
“Support Call Process” means the support call process applicable to all of our customers who
have licensed the Tyler Software. A copy of our current Support Call Process is attached as
Schedule 1 to Exhibit C.
“Third Party Hardware” means the third party hardware, if any, identified in the Investment
Summary.
“Third Party Products” means the Third Party Software and Third Party Hardware.
“Third Party SaaS Services” means software as a service provided by a third party, if any,
identified in the Investment Summary.
“Third Party Services” means the third party services, if any, identified in the Investment
Summary.
“Third Party Software” means the third party software, if any, identified in the Investment
Summary.
“Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the
Third Party Products or other parties’ products or services, as applicable, and attached or
indicated at Exhibit D.
“Tyler” means Tyler Technologies, Inc., a Delaware corporation.
“Tyler Software” means our proprietary software, including any integrations, custom
modifications, and/or other related interfaces identified in the Investment Summary and
licensed by us to you through this Agreement.
“we”, “us”, “our” and similar terms mean Tyler.
“you” and similar terms mean Client.
SECTION B – SAAS SERVICES
1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS
Services solely for your internal business purposes for the number of Defined Users only. The Tyler
Software will be made available to you according to the terms of the SLA. You acknowledge that we
have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS
Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software,
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as further described in Section C(9). The foregoing notwithstanding, to the extent we have sold you
perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are
receiving SaaS Services, your rights to use such Tyler Software are perpetual, subject to the terms
and conditions of this Agreement including, without limitation, Section B(4). We will make any such
software available to you for download.
2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our
Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount
of Data Storage Capacity. You may add additional users or additional data storage capacity on the
terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined
Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate
with the overage(s).
3. Ownership.
3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software,
and anything developed by us under this Agreement. You do not acquire under this Agreement
any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied by your employees for
internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize
that except to the extent necessary to carry out our obligations contained in this Agreement, we
do not create or endorse any Data used in connection with the SaaS Services.
4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS
Services available in any manner to any third party for use in the third party’s business operations;
(b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of
the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a
third party in building or supporting, products or services competitive to us; or (d) license, sell, rent,
lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service
bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or
Documentation available to any third party other than as expressly permitted by this Agreement.
5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the
term of this Agreement. If the Tyler Software does not perform as warranted, we will use all
reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the
maintenance and support process set forth in Section C(9), below, the SLA and our then current
Support Call Process.
6. SaaS Services.
6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on
Standards for Attestation Engagements (“SSAE”) No. 18. We have attained, and will maintain,
SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS
Services. The scope of audit coverage varies for some Tyler Software solutions. Upon execution
of a mutually agreeable Non-Disclosure Agreement (“NDA”), we will provide you with a
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summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the
NDA is in effect and in which you make a written request, we will provide that same
information. If our SaaS Services are provided using a 3rd party data center, we will provide
available compliance reports for that data center.
6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In
either event, databases containing your Data will be dedicated to you and inaccessible to our
other customers.
6.3 Our Tyler data centers have fully-redundant telecommunications access, electrical power, and
the required hardware to provide access to the Tyler Software in the event of a disaster or
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 your hosted Data and subsequent data center failure. RTO represents the maximum
duration of time following data center failure within which your access to the Tyler Software
must be restored.
6.4 We conduct annual penetration testing of either the production network and/or web
application to be performed. We will maintain industry standard intrusion detection and
prevention systems to monitor malicious activity in the network and to log and block any such
activity. We will provide you with a written or electronic record of the actions taken by us in the
event that any unauthorized access to your database(s) is detected as a result of our security
protocols. We will undertake an additional security audit, on terms and timing to be mutually
agreed to by the parties, at your written request. You may not attempt to bypass or subvert
security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information, and
unauthorized vulnerability and penetration test scanning of our network and systems (hosted or
otherwise) is prohibited without the prior written approval of our IT Security Officer.
6.5 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific.
Should you request a client-specific disaster recovery test, we will work with you to schedule
and execute such a test on a mutually agreeable schedule. At your written request, we will
provide test results to you within a commercially reasonable timeframe after receipt of the
request.
6.6 We will be responsible for importing back-up and verifying that you can log-in. You will be
responsible for running reports and testing critical processes to verify the returned Data.
6.7 We provide secure Data transmission paths between each of your 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, we
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are responsible for the security of cardholder data that we possess, including functions relating
to storing, processing, and transmitting of the cardholder data and affirm that, as of the
Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and
have performed the necessary steps to validate compliance with the PCI DSS. We agree to
supply the current status of our PCI DSS compliance program in the form of an official
Attestation of Compliance, which can be found at https://www.tylertech.com/about-
us/compliance, and in the event of any change in our status, will comply with applicable notice
requirements.
SECTION C – PROFESSIONAL SERVICES
1. Professional Services. We will provide you the various implementation-related services itemized in
the Investment Summary and described in the Statement of Work. After the Effective Date, and in
coordination with the Project kickoff activities identified in the Statement of Work, we will make our
project staffing assignments. Upon request, Tyler will provide you with project resumes that will
demonstrate relevant experience with past projects for project team members that are allocated for
onsite services. You agree that those resumes are for your information and planning purposes only.
Once our key project team members are assembled and your counterparts have been identified,
both parties agree that, except for reasons outside of their control, the parties will not remove staff
and personnel from their assigned project roles without reasonable advance notice and good cause,
and that they will work together to mitigate project impacts after any such removal. The parties will
also work together to manage the project impact resulting from the temporary unavailability of
project staff from either party. We agree to use commercially reasonable efforts to maintain
consistency of project personnel and commit to replacement resources having sufficient project
knowledge, without additional cost to you, in order to render services in accordance with
contractual requirements. If any staff turnover occurs on the Tyler project team, Client will not be
responsible for any additional costs related to the aforesaid turnover.
In the event Tyler personnel are not providing services consistent with our services warranty or are
otherwise negatively impacting the project, you will notify us of that deficiency and give us a
reasonable opportunity to address the issue(s). In the event the deficiency persists, we will replace
that project member, upon written request and demonstration of good cause. Replacement staff
will be assigned following the same processes set forth above and shall have reasonably sufficient
experience and project knowledge to fulfill applicable obligations under the Agreement. The
foregoing notwithstanding, if the replacement personnel is providing services onsite, you shall
remain liable for travel expenses incurred by such personnel, to be invoiced in accordance with the
Business Travel Policy.
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set
forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and
Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith
estimates of the amount of time and materials required for your implementation. We will bill you
the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the
total values set forth in the Investment Summary will be resolved by multiplying the applicable
hourly rate by the quoted hours.
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3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the
scope of services and related costs (including programming and/or interface estimates) required for
the project based on our understanding of the specifications you supplied. If additional work is
required, or if you use or request additional services, we will provide you with an addendum or
change order, as applicable, outlining the costs for the additional work. The price quotes in the
addendum or change order will be valid for thirty (30) days from the date of the quote.
4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our
personnel, including arranging travel reservations, at least two (2) weeks in advance of
commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for
Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us
on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to
reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you
cancel within two (2) weeks of scheduled commitments.
5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent
with industry standards. In the event we provide services that do not conform to this warranty, we
will re-perform such services at no additional cost to you.
6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to
your personnel, facilities, and equipment as may be reasonably necessary for us to provide
implementation services, subject to any reasonable security protocols or other written policies
provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.
7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone
criminal background checks prior to hire. All employees sign our confidentiality agreement and
security policies.
8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative
process requiring the time and resources of your personnel. You agree to use all reasonable efforts
to cooperate with and assist us as may be reasonably required to meet the agreed upon project
deadlines and other milestones for implementation. This cooperation includes at least working with
us to schedule the implementation-related services outlined in this Agreement. We will not be
liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or
to the failure by your personnel to provide such cooperation and assistance (either through action
or omission).
9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing
and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process,
we will:
9.1 perform our maintenance and support obligations in a professional, good, and workmanlike
manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to
any applicable release life cycle policy);
9.2 provide support during our established support hours;
9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third
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Party Software, if any, in order to provide maintenance and support services;
9.4 make available to you all releases to the Tyler Software (including updates and enhancements)
that we make generally available without additional charge to customers who have a
maintenance and support agreement in effect; and
9.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with
any applicable release life cycle policy.
We will use all reasonable efforts to perform support services remotely. Currently, we use a third-party
secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree
to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You
agree to provide us with a login account and local administrative privileges as we may reasonably
require to perform remote services. We will, at our option, use the secure connection to assist with
proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot
resolve a support issue remotely, we may be required to provide onsite services. In such event, we will
be responsible for our travel expenses, unless it is determined that the reason onsite support was
required was a reason outside our control. Either way, you agree to provide us with full and free access
to the Tyler Software, working space, adequate facilities within a reasonable distance from the
equipment, and use of machines, attachments, features, or other equipment reasonably necessary for
us to provide the maintenance and support services, all at no charge to us. We strongly recommend
that you also maintain your VPN for backup connectivity purposes.
For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless
Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design;
(c) other consulting services; or (d) support outside our normal business hours as listed in our then-
current Support Call Process. Requested services such as those outlined in this section will be billed to
you on a time and materials basis at our then current rates. You must request those services with at
least one (1) weeks’ advance notice.
SECTION D – THIRD PARTY PRODUCTS
1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have
purchased any, for the price set forth in the Investment Summary. Those amounts are payable in
accordance with our Invoicing and Payment Policy.
2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party
Software and related documentation for internal business purposes only. Your rights to the Third
Party Software will be governed by the Third Party Terms.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant access to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive
free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not
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warrant or guarantee the performance of the Third Party Products. However, we grant and pass
through to you any warranty that we may receive from the Developer or supplier of the Third
Party Products.
4. Third Party Services. If you have purchased Third Party Services, those services will be provided
independent of Tyler by such third-party at the rates set forth in the Investment Summary and in
accordance with our Invoicing and Payment Policy.
SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in
the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2).
2. Invoice Disputes. If you believe any delivered software or service does not conform to the
warranties in this Agreement, you will provide us with written notice within thirty (30) days of your
receipt of the applicable invoice. The written notice must contain reasonable detail of the issues
you contend are in dispute so that we can confirm the issue and respond to your notice with either a
justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues
presented in your notice. We will work with you as may be necessary to develop an action plan that
outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.
You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we
complete the action items outlined in the plan. If we are unable to complete the action items
outlined in the action plan because of your failure to complete the items agreed to be done by you,
then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS
Services, including maintenance and support services, if you fail to pay an invoice not disputed as
described above within fifteen (15) days of notice of our intent to do so.
SECTION F – TERM AND TERMINATION
1. Term. The initial term of this Agreement is five (5) years, commencing on the first day of the first
month following the Effective Date, unless earlier terminated as set forth below. Upon expiration
of the initial term, this Agreement will renew automatically for additional one (1) year renewal
terms at our then-current SaaS Fees unless terminated in writing by either party at least sixty (60)
days prior to the end of the then-current renewal term. Your right to access or use the Tyler
Software and the SaaS Services will terminate at the end of this Agreement.
2. Termination. This Agreement may be terminated as set forth below. In the event of termination,
you will pay us for all undisputed fees and expenses related to the software, products, and/or
services you have received, or we have incurred or delivered, prior to the effective date of
termination. Disputed fees and expenses in all terminations other than your termination for cause
must have been submitted as invoice disputes in accordance with Section E(2).
2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is
contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we
may discontinue the SaaS Services and deny your access to the Tyler Software. We may also
terminate this Agreement if you don’t cure such failure to pay within forty-five (45) days of
receiving written notice of our intent to terminate.
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2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the
Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause
in the event we do not cure, or create a mutually agreeable action plan to address, a material
breach of this Agreement within the thirty (30) day window set forth in Section H(3).
2.3 Force 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.
2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds
sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty
(30) days written notice to us. You will not be entitled to a refund or offset of previously paid,
but unused SaaS Fees. You agree not to use termination for lack of appropriations as a
substitute for termination for convenience.
SECTION G – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation
infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets,
and will pay the amount of any resulting adverse final judgment (or settlement to which we
consent). You must notify us promptly in writing of the claim and give us sole control over its
defense or settlement. You agree to provide us with reasonable assistance, cooperation, and
information in defending the claim at our expense.
1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final
judgment is based on your use of the Tyler Software in contradiction of this Agreement,
including with non-licensed third parties, or your willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim related to the
Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for
you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a
functional equivalent, in which case you will stop running the allegedly infringing Tyler Software
immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you
may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software
is enjoined by a court of competent jurisdiction, in addition to paying any adverse final
judgment (or settlement to which we consent), we will, at our option, either: (a) procure the
right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional
equivalent. This section provides your exclusive remedy for third party copyright, patent, or
trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and
against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including
reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent
10
caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a
law applicable to our performance under this Agreement. You must notify us promptly in
writing of the claim and give us sole control over its defense or settlement. You agree to
provide us with reasonable assistance, cooperation, and information in defending the claim at
our expense.
2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our
agents, officials, and employees from and against any and all third-party claims, losses,
liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for
personal injury or property damage to the extent caused by your negligence or willful
misconduct; or (b) your violation of a law applicable to your performance under this Agreement.
We will notify you promptly in writing of the claim and will give you sole control over its defense
or settlement. We agree to provide you with reasonable assistance, cooperation, and
information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. 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 THIS AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY
OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO
YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH
IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL
TERM, THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN
RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER
APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS
OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF
LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2).
5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain
the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b)
Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d)
Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella
Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General
Liability and Automobile Liability policies, which will automatically add you as an additional insured
to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of
insurance upon your written request.
11
SECTION H – GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates
set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a
mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12)
months have expired, you may purchase additional products and services at our then-current list
price, also by executing a mutually agreed addendum. The terms of this Agreement will control any
such additional purchase(s), unless otherwise specifically provided in the addendum.
2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will
be valid for twelve (12) months from the Effective Date.
3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming
aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes,
including, if requested by either party, appointing a senior representative to meet and engage in
good faith negotiations with our appointed senior representative. Senior representatives will
convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings
and discussions between senior representatives will be deemed confidential settlement discussions
not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If
we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort
to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may
assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this
section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution
procedures.
4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation,
sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt
certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will
reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a
copy. For clarity, we are responsible for paying our income taxes, both federal and state, as
applicable, arising from our performance of this Agreement.
5. Nondiscrimination. We will not discriminate against any person employed or applying for
employment concerning the performance of our responsibilities under this Agreement. This
discrimination prohibition will apply to all matters of initial employment, tenure, and terms of
employment, or otherwise with respect to any matter directly or indirectly relating to employment
concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that
is unrelated to the individual's ability to perform the duties of a particular job or position, height,
weight, marital status, or political affiliation. We will post, where appropriate, all notices related to
nondiscrimination as may be required by applicable law.
6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your
project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior
written consent, not to be unreasonably withheld.
12
8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of,
either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement
without the prior written consent of the other party; provided, however, your consent is not
required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or
purchase of substantially all of our assets.
9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in
performing its obligations under this Agreement to the extent that the delay is caused by Force
Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the
party whose performance is delayed provides the other party with written notice explaining the
cause and extent thereof, as well as a request for a reasonable time extension equal to the
estimated duration of the Force Majeure event.
10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you
and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have
the right to make any claim or assert any right under this Agreement. This provision does not affect
the rights of third parties under any Third Party Terms.
11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and
us with respect to the subject matter hereof, and supersedes any prior agreements, understandings,
and representations, whether written, oral, expressed, implied, or statutory. Purchase orders
submitted by you, if any, are for your internal administrative purposes only, and the terms and
conditions contained in those purchase orders will have no force or effect. This Agreement may
only be modified by a written amendment signed by an authorized representative of each party.
12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement will be considered valid and enforceable to the fullest extent
permitted by law.
13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced
by either party, such non-enforcement will not act as or be deemed to act as a waiver or
modification of this Agreement, nor will such non-enforcement prevent such party from enforcing
each and every term of this Agreement thereafter.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
15. Notices. All notices or communications required or permitted as a part of this Agreement, such as
notice of an alleged material breach for a termination for cause or a dispute that must be submitted
to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the
following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail,
return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of
proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United
States Postal Service authorized mail center with proper postage (certified mail, return receipt
requested) affixed and addressed to the other party at the address set forth on the signature page
hereto or such other address as the party may have designated by proper notice. The consequences
for the failure to receive a notice due to improper notification by the intended receiving party of a
change in address will be borne by the intended receiving party.
13
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and
promotional materials.
17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information and that disclosure of
such information could violate rights to private individuals and entities, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be
confidential and includes, without limitation, personal identifying information (e.g., social security
numbers) and trade secrets, each as defined by applicable state law. To the extent permitted by the
state Public Records Act, eachparty agrees that it will not disclose any confidential information of
the other party and further agrees to take all reasonable and appropriate action to prevent such
disclosure by its employees or agents. The confidentiality covenants contained herein will survive
the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to
information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of
this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial
disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or
(d) is the subject of a legitimate disclosure request under the open records laws or similar
applicable public disclosure laws governing this Agreement; provided, however, that in the
event you receive an open records or other similar applicable request, you will give us
prompt notice and otherwise perform the functions required by applicable law.
18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your
Data. In the event we detect malware or other conditions associated with your Data that are
reasonably suspected of putting Tyler resources or other Tyler clients’ data at risk, we reserve the
absolute right to move your Data from its location within a multi-tenancy Tyler hosted environment
to an isolated “quarantined” environment without advance notice. Your 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 you the restoration of your Data to a non-quarantined environment. In the event your Data
must remain in quarantine beyond this six (6) month 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 your request.
19. Business License. In the event a local business license is required for us to perform services
hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact
information so that we may timely obtain such license.
20. Governing Law and Venue. This Agreement will be governed by and construed in accordance with
the laws of your state of domicile, without regard to its rules on conflicts of law. In the event of
litigation, venue will be in the state or federal courts located in County of Santa Clara.
21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple
originals, any of which will be independently treated as an original document. Any electronic, faxed,
scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment
14
hereto will be deemed an original signature and will be fully enforceable as if an original signature.
Each party represents to the other that the signatory set forth below is duly authorized to bind that
party to this Agreement.
22.Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this
Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve
the right to negotiate and customize the terms and conditions set forth herein, including but not
limited to pricing, to the scope and circumstances of that cooperative procurement.
23.Socrata Solution Terms. Your use of certain Tyler solutions includes Tyler’s Socrata data platform.
Your rights, and the rights of any of your end users, to use Tyler’s Socrata data platform is subject to
the Socrata SaaS Services Terms of Service, available at https://www.tylertech.com/terms/socrata-
saas-services-terms-of-service. By signing a Tyler Agreement or Order Form, or accessing, installing,
or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed,
understand, and agree to said terms.
24.Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Schedule 1: Hyperlinked Terms
Schedule 2: DocOrigin Terms
Exhibit E Statement of Work
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as
of the date(s) set forth below.
Tyler Technologies, Inc. Town of Los Gatos, CA
By: By:
Name: Name:
Title: Title:
Date: Date:
Address for Notices: Address for Notices:
Tyler Technologies, Inc. Town of Los Gatos
One Tyler Drive 110 E Main St
Yarmouth, ME 04096 Los Gatos, CA 95030
Attention: Chief Legal Officer Attention: ______________________________
Exhibit A
1
Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under
the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not
otherwise defined will have the meaning assigned to such terms in the Agreement.
Tyler sales quotation to be inserted prior to Agreement execution.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
2021-312326-M4W7L6 CONFIDENTIAL Page 1
Quoted By:Jennifer Wahlbrink
Quote Expiration:06/17/22
Quote Name:Town of Los Gatos-ERP-Munis
Quote Description: 4-5-22 Town of Los Gatos, CA v.5
Saas Term 5.00
Sales Quotation For:
Town of Los Gatos
110 E Main St Lbby
Los Gatos CA 95030-6945
Phone: +1 (408) 354-6828
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Financial Management
Accounting 1 136 $ 22,798.00
Accounts Payable 1 40 $ 6,306.00
Bid Management 1 32 $ 2,491.00
Budgeting 1 56 $ 6,306.00
Capital Assets 1 48 $ 5,262.00
Cash Management 1 40 $ 3,943.00
Contract Management 1 32 $ 2,473.00
Project & Grant Accounting 1 40 $ 4,297.00
Purchasing 1 100 $ 9,350.00
Vendor Access 1 32 $ 3,898.00
Human Resources Management
Advanced Scheduling 1 56 $ 10,362.00
Advanced Scheduling Mobile Access 1 0 $ 2,352.00
Employee Expense Reimbursement 1 40 $ 2,662.00
Human Resources & Talent Management 1 88 $ 4,843.00
Payroll w/ESS 1 168 $ 5,921.00
Exhibit A
2021-312326-M4W7L6 CONFIDENTIAL Page 2
Time & Attendance 1 80 $ 7,014.00
Time & Attendance Mobile Access 1 0 $ 2,553.00
Revenue Management
Accounts Receivable 1 80 $ 4,646.00
Business Licenses 1 128 $ 4,890.00
Cashiering 1 48 $ 8,394.00
Central Property File 1 8 $ 1,518.00
General Billing 1 40 $ 3,019.00
Civic Services
Resident Access 1 52 $ 4,646.00
Content Management
Content Manager Core 1 40 $ 8,865.00
Data Insights
Enterprise Analytics and Reporting w Executive Insights 1 88 $ 13,186.00
Additional
Enterprise Forms Processing (including Common Form Set)1 0 $ 4,818.00
Sub-Total:$ 156,813.00
Less Discount:$ 15,682.00
TOTAL 1472 $ 141,131.00
Professional Services
Description Quantity Unit Price Extended Price Maintenance
40/60 Work Split - Tyler 40%, Remote 474 $ 185.00 $ 87,690.00 $ 0.00
Enterprise Forms Processing Configuration 1 $ 2,000.00 $ 2,000.00 $ 0.00
Project Management 240 $ 185.00 $ 44,400.00 $ 0.00
Conversions $ 21,700.00 $ 0.00
Onsite Implementation 400 $ 210.00 $ 84,000.00 $ 0.00
Remote Implementation 1072 $ 185.00 $ 198,320.00 $ 0.00
Exhibit A
2021-312326-M4W7L6 CONFIDENTIAL Page 3
TOTAL $ 438,110.00 $ 0.00
3rd Party Hardware, Software and Services
Description Qty Unit Price
Unit
Discount Total Price
Unit
Maint/SaaS
Unit
Maint/SaaS
Discount
Total
Maint/SaaS
Cash Drawer 1 $ 260.00 $ 0.00 $ 260.00 $ 0.00 $ 0.00 $ 0.00
Hand Held Scanner - Model 1950GSR 1 $ 450.00 $ 0.00 $ 450.00 $ 0.00 $ 0.00 $ 0.00
Hand Held Scanner Stand 1 $ 30.00 $ 0.00 $ 30.00 $ 0.00 $ 0.00 $ 0.00
Printer (TM-S9000II)1 $ 1,623.00 $ 0.00 $ 1,623.00 $ 0.00 $ 0.00 $ 0.00
Secure Signature System with 2 Keys 1 $ 1,650.00 $ 0.00 $ 1,650.00 $ 0.00 $ 0.00 $ 0.00
TOTAL $ 4,013.00 $ 0.00
Summary One Time Fees Recurring Fees
Total Tyler Software $ 0.00 $ 0.00
Total Annual $ 0.00 $ 141,131.00
Total Tyler Services $ 438,110.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 4,013.00 $ 0.00
Summary Total $ 442,123.00 $ 141,131.00
Contract Total $ 1,147,778.00
Estimated Travel Expenses excl in Contract Total $ 25,500.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held
For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval:Date:
Print Name:P.O.#:
All Primary values quoted in US Dollars
Exhibit A
2021-312326-M4W7L6 CONFIDENTIAL Page 4
Detailed Breakdown of Conversions (Included in Summary Total)
Description Qty Unit Price Unit Discount Extended Price
Accounts Payable
AP - Checks up to 5 years 1 $ 2,600.00 $ 0.00 $ 2,600.00
AP - Invoice up to 5 years 1 $ 3,400.00 $ 0.00 $ 3,400.00
AP Standard Master 1 $ 1,600.00 $ 0.00 $ 1,600.00
Capital Assets
CA - History 1 $ 1,800.00 $ 0.00 $ 1,800.00
CA Std Master 1 $ 3,000.00 $ 0.00 $ 3,000.00
General Billing
GB Std CID 1 $ 1,500.00 $ 0.00 $ 1,500.00
Payroll
PR Payroll - Accumulators up to 5 years 1 $ 1,400.00 $ 0.00 $ 1,400.00
PR Payroll - Check History up to 5 years 1 $ 1,200.00 $ 0.00 $ 1,200.00
PR Payroll - Earning/Deduction Hist up to 5 years 1 $ 2,500.00 $ 0.00 $ 2,500.00
Purchasing
Purchasing - Standard 1 $ 2,700.00 $ 0.00 $ 2,700.00
TOTAL $ 21,700.00
Optional Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Data Insights
Capital Projects Explorer 1 0 $ 6,400.00
Open Finance 1 0 $ 12,800.00
Subscription Fees
ACFR Statement Builder 1 32 $ 6,280.00
Exhibit A
2021-312326-M4W7L6 CONFIDENTIAL Page 5
TOTAL:32 $ 25,480.00
Optional Professional Services
Description Quantity Unit Price Extended Price Maintenance
50/50 Work Spilt - Added to the proposed 40%, Remote 474 $ 185.00 $ 87,690.00 $ 0.00
Install Fee - Capital Projects Explorer 1 $ 2,800.00 $ 2,800.00 $ 0.00
Install Fee - Open Finance 1 $ 5,600.00 $ 5,600.00 $ 0.00
Conversion $ 16,100.00 $ 0.00
Onsite Implementation 8 $ 210.00 $ 1,680.00 $ 0.00
Remote Implementation 24 $ 185.00 $ 4,440.00 $ 0.00
TOTAL $ 118,310.00 $ 0.00
Optional 3rd Party Hardware, Software and Services
Description Qty Unit Price
Unit
Discount
Total Price
Unit
Maint/SaaS
Unit
Maint/SaaS
Discount
Total
Maint/SaaS
Koa Hills - Chart of Accounts (COA) Design Leadership 1 $ 40,680.00 $ 0.00 $ 40,680.00 $ 0.00 $ 0.00 $ 0.00
Pattern Stream Automated Document System -
Implementation 48 $ 185.00 $ 0.00 $ 8,880.00 $ 0.00 $ 0.00 $ 0.00
Pattern Stream Automated Document System - SaaS 1 $ 0.00 $ 0.00 $ 0.00 $ 16,740.00 $ 0.00 $ 16,740.00
TOTAL $ 49,560.00 $ 16,740.00
Optional Conversion Details (Prices Reflected Above)
Description Quantity Unit Price Discount Total
Business License
Business Licenses Opt 1 - Bills 1 $ 4,400.00 $ 0.00 $ 4,400.00
Business Licenses Std Master 1 $ 5,000.00 $ 0.00 $ 5,000.00
Exhibit A
2021-312326-M4W7L6 CONFIDENTIAL Page 6
General Billing
GB - Bills up to 5 years 1 $ 4,000.00 $ 0.00 $ 4,000.00
GB - Recurring Invoices 1 $ 2,700.00 $ 0.00 $ 2,700.00
TOTAL $ 16,100.00
Tyler Annual Discount Detail (Excludes Optional Products)
Description Annual Fee
Annual Fee
Discount Annual Fee Net
Financial Management
Accounting $ 22,798.00 $ 2,280.00 $ 20,518.00
Accounts Payable $ 6,306.00 $ 631.00 $ 5,675.00
Bid Management $ 2,491.00 $ 249.00 $ 2,242.00
Budgeting $ 6,306.00 $ 631.00 $ 5,675.00
Capital Assets $ 5,262.00 $ 526.00 $ 4,736.00
Cash Management $ 3,943.00 $ 394.00 $ 3,549.00
Contract Management $ 2,473.00 $ 247.00 $ 2,226.00
Project & Grant Accounting $ 4,297.00 $ 430.00 $ 3,867.00
Purchasing $ 9,350.00 $ 935.00 $ 8,415.00
Vendor Access $ 3,898.00 $ 390.00 $ 3,508.00
Human Resources Management
Advanced Scheduling $ 10,362.00 $ 1,036.00 $ 9,326.00
Advanced Scheduling Mobile Access $ 2,352.00 $ 235.00 $ 2,117.00
Employee Expense Reimbursement $ 2,662.00 $ 266.00 $ 2,396.00
Human Resources & Talent Management $ 4,843.00 $ 484.00 $ 4,359.00
Payroll w/ESS $ 5,921.00 $ 592.00 $ 5,329.00
Time & Attendance $ 7,014.00 $ 701.00 $ 6,313.00
Time & Attendance Mobile Access $ 2,553.00 $ 255.00 $ 2,298.00
Revenue Management
Accounts Receivable $ 4,646.00 $ 465.00 $ 4,181.00
Business Licenses $ 4,890.00 $ 489.00 $ 4,401.00
Cashiering $ 8,394.00 $ 839.00 $ 7,555.00
Central Property File $ 1,518.00 $ 152.00 $ 1,366.00
General Billing $ 3,019.00 $ 302.00 $ 2,717.00
Exhibit A
2021-312326-M4W7L6 CONFIDENTIAL Page 7
Civic Services
Resident Access $ 4,646.00 $ 465.00 $ 4,181.00
Content Management
Content Manager Core $ 8,865.00 $ 887.00 $ 7,978.00
Data Insights
Enterprise Analytics and Reporting w Executive Insights $ 13,186.00 $ 1,319.00 $ 11,867.00
Additional
Enterprise Forms Processing (including Common Form Set)$ 4,818.00 $ 482.00 $ 4,336.00
TOTAL
$
156,813.00 $ 15,682.00 $ 141,131.00
Exhibit A
2021-312326-M4W7L6 CONFIDENTIAL Page 8
Comments
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 or services 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-refundable 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 30% 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 or Tyler will utilize a Train-the-
Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.
As a new Tyler client, you are entitled to a 30-day trial of the Tyler Detect cybersecurity service. Please reference
https://www.tylertech.com/services/tyler-detect for more information on the service and contact CybersecuritySales@tylertech.com to initiate the
trial.
Tyler Content Manager SE includes up to 1TB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of
$5,000 per TB.
The SaaS fees for products that are not named users are based on 50 concurrent users. Should the number of concurrent users be exceeded, Tyler
reserves the right to re-negotiate the SaaS fees based upon any resulting changes in the pricing categories.
Exhibit A
2021-312326-M4W7L6 CONFIDENTIAL Page 9
Financial library includes: standard A/P check, standard EFT/ACH, standard Purchase order, standard Contract, 1099M, 1099INT, 1099S, 1099NEC and
1099G.
Business license library includes: standard business license and standard renewal application.
General Billing library includes: standard invoice, standard statement, standard general billing receipt and standard miscellaneous receipt.
Personnel Actions Forms Library includes: standard Personnel Action form - New and standard Personnel Action Form - Change.
Payroll library includes: standard PR check, standard direct deposit, standard vendor from payroll check, standard vendor from payroll direct deposit,
W2, W2c, ACA 1095B, ACA 1095C and 1099 R.
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.
Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights SaaS Services, or certain Tyler solutions which include Tyler’s Data &
Insights data platform, are subject to the Terms of Services, available at https://www.tylertech.com/terms/socrata-saas-services-terms-of-service. By
signing this sales quotation, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed,
understand, and agree to said terms.
In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition, the license for Content Manager
is restricted to use with Tyler applications only. If Client wishes to use Tyler Content Manager software with non-Tyler applications, Client must
purchase or upgrade to Tyler Content Manager Enterprise Edition.
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 for the 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.
Tyler Secure Signature System includes digitizing two signatures, additional charges will apply for additional signatures.
Exhibit A
2021-312326-M4W7L6 CONFIDENTIAL Page 10
Exhibit A
Payer Electronic Payment Costs
If passing transaction costs to the payer
Payer Card Cost – Service Fee - per card transaction with Visa, MasterCard, Discover, and
American Express for transactions.
Applied to:
• Munis – online and over the counter
o Business License
o Miscellaneous
o Rental Mediation
3.50%
$2.50 minimum
Payer eCheck Cost – per electronic check transaction $1.95
Miscellaneous Costs
Credit Card Chargebacks – if a card payer disputes a transaction at the card issuing bank
(e.g. stolen card)
$15.00
eCheck Rejects – when an eCheck transaction comes back as declined (e.g. bounced check) $5.00
Card Terminal Rental – Annual recurring fee per device. Covers cost of PCI compliance,
service, maintenance, real-time integration and support
Lane 3000: $396 (annual recurring)
Lane 5000: $456 (annual recurring)
Card Terminal Purchase – Maintenance fee is an annual fee per device. Covers cost of PCI
compliance, service, maintenance, real-time integration and support
Lane 3000: $419 (one-time fee)
Lane 5000: $529 (one-time fee)
Plus $180 Device Annual Support
IVR - per transaction on top of Card fee passed to the payer or absorbed $0.50
Exhibit A
Exhibit B
1
Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the
Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in
the Agreement.
Invoicing: We will invoice you for the applicable software and services in the Investment Summary as
set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1.SaaS Fees. Your annual Saas Fees for the initial five (5) year term are set forth in the Investment
Summary and shall be due in the amounts as set forth below.
Payment
Due
SaaS Fee Payment
Amount
7/1/2022 $27,391.61
10/1/2022 $27,391.61
1/1/2023 $31,271.92
4/1/2023 $31,271.92
7/1/2023 $33,137.17
10/1/2023 $35,282.73
1/1/2024 $35,282.73
4/1/2024 $35,282.73
7/1/2024 $141,131.00
7/1/2025 $141,131.00
7/1/2026 $141,131.00
Upon expiration of the initial term, your annual SaaS Fees will be paid annually, in advance, at
our then-current rates, subject to the following annualized caps on increases to the annual SaaS
fees for the time periods indicated:
Year 6 – 3%
Year 7 – 4%
Year 8 – 5%
Year 9 – 5%
Year 10 – 5%
Thereafter, your annual SaaS Fees will be at our then-current rates.
2.Other Tyler Software and Services.
2.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN.
Exhibit B
2
2.2 Implementation and Other Professional Services (including training): Implementation and
other professional services (including training) are billed and invoiced as delivered, at the
rates set forth in the Investment Summary.
2.3 Consulting Services: If you have purchased any Business Process Consulting services, if they
have been quoted as fixed-fee services, they will be invoiced 50% upon your acceptance of
the Best Practice Recommendations, by module, and 50% upon your acceptance of custom
desktop procedures, by module. If you have purchased any Business Process Consulting
services and they are quoted as an estimate, then we will bill you the actual services
delivered on a time and materials basis.
2.4 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted
Data, by conversion option, and 50% upon Client acceptance to load the converted Data into
Live/Production environment, by conversion option. Where conversions are quoted as
estimated, we will bill you the actual services delivered on a time and materials basis.
2.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler
Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the
applicable modification. You must report any failure of the modification to conform to the
specifications within thirty (30) days of delivery; otherwise, the modification will be deemed
to be in compliance with the specifications after the 30-day window has passed. You may
still report Defects to us as set forth in this Agreement.
2.6 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates
set forth in the Investment Summary. For the avoidance of doubt, where “Project Planning
Services” are provided, payment will be due upon delivery of the Implementation Planning
document.
3. Third Party Products.
3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced
when we make it available to you for downloading.
3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software
is invoiced when we make it available to you for downloading.
3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
3.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along
with applicable expenses, at the rates set forth in the Investment Summary.
3.5 Third Party SaaS: Third Party SaaS Services fees, if any, are invoiced annually, in advance,
commencing with availability of the respective Third Party SaaS Services. Pricing for the first
year of Third Party SaaS Services is indicated in the Investment Summary. Pricing for
subsequent years will be at the respective third party’s then-current rates.
4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction
(call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in Schedule A and
Exhibit B
3
may be increased by Tyler upon notice of no less than thirty (30) days.
5. Expenses. The service rates in the Investment Summary do not include travel expenses.
Expenses for Tyler delivered services will be billed as incurred and only in accordance with our
then-current Business Travel Policy, plus a 10% travel agency processing fee. Our current
Business Travel Policy is attached to this Exhibit B as Schedule 1. Copies of receipts will be
provided upon request; we reserve the right to charge you an administrative fee depending on
the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and
mileage logs are not available.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We
prefer to receive payments electronically. Our electronic payment information is available by contacting
AR@tylertech.com.
Exhibit B
Schedule 1
1
Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations & Tickets
The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight
within two hours before or after the requested departure time, assuming that flight does not add
more than three hours to the employee’s total trip duration and the fare is within $100 (each way)
of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a
connecting flight that is within two hours before or after the requested departure time and that
does not add more than three hours to the employee’s total trip duration, the connecting flight
should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount
opportunities. Employees should use all reasonable efforts to make travel arrangements at least
two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is
mandatory. When booking less than seven (7) days in advance, management approval will be
required.
Except in the case of international travel where a segment of continuous air travel is six (6) or more
consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall
not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have
many restrictions that outweigh the cost-savings.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags
Baggage fees for sports equipment are not reimbursable.
Exhibit B
Schedule 1
2
2. Ground Transportation
A. Private Automobile
Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the
current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated
by using the employee's office as the starting and ending point, in compliance with IRS regulations.
Employees who have been designated a home office should calculate miles from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience,
and the specific situation reasonably require their use. When renting a car for Tyler business,
employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when
three or more employees are traveling together. Tyler carries leased vehicle coverage for business
car rentals; except for employees traveling to Alaska and internationally (excluding Canada),
additional insurance on the rental agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and
from airports when less expensive means of transportation are unavailable or impractical. The
actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the
airport, tips are included in the per diem rates and will not be reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in
days as opposed to hours. Park and fly options located near some airports may also be used. For
extended trips that would result in excessive parking charges, public transportation to/from the
airport should be considered. Tolls will be reimbursed when receipts are presented.
3. Lodging
Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently
located in relation to the traveler's work assignment. Typical hotel chains include Courtyard,
Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local
hotel, the hotel reservation should note that discount and the employee should confirm the lower
rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be
noted in their travel profiles so that the employee can take advantage of any lower club rates.
“No shows” or cancellation fees are not reimbursable if the employee does not comply with the
hotel’s cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed
separately.
Exhibit B
Schedule 1
3
Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO,
and HomeAway. Employees who elect to make such reservations shall not be reimbursed.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S. are in
accordance with the federal per diem rates published by the General Services Administration.
Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel
expenses. Per diem rates are available at www.gsa.gov/perdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided
separately by the Department of State and will be determined as required.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a
trip are governed as set forth below.
Departure Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon
Return Day
Dinner
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch
Return after 7:00 p.m.* Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem
as follows:
Breakfast 15%
Lunch 25%
Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim
lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the
event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
Exhibit B
Schedule 1
4
5. Internet Access – Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high
speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If
an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for
internet access at airports are not reimbursable.
6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be
reserved through TMC using the “lowest practical coach fare” with the exception of flights that are
six (6) or more consecutive hours in length. In such event, the next available seating class above
coach shall be reimbursed.
When required to travel internationally for business, employees shall be reimbursed for photo fees,
application fees, and execution fees when obtaining a new passport book, but fees related to
passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure
taxes are reimbursable.
The cost of vaccinations that are either required for travel to specific countries or suggested by the
U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.
Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.
Exhibit C
1
Exhibit C
Service Level Agreement
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It
outlines the information technology service levels that we will provide to you to ensure the availability of
the application services that you have requested us to provide. 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 the
Agreement.
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 your applications, content or equipment, or
the acts or omissions of any of your service users or third-party providers over whom we exercise no
control.
Downtime: Those minutes during 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. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined
in the Support Call Process. You will receive a support case number.
b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will work
with you to identify the cause of the Downtime (including whether it may be the result of Planned
Exhibit C
2
Downtime, a Client Error Incident, Denial of Service attack or Force Majeure). We will also work with you
to resume normal operations.
c. Client Relief
Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief
Schedule found below. Your relief credit is calculated as a percentage of the SaaS fees paid for the
calendar quarter.
In order to receive relief credits, you 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. We will respond to your
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 the Agreement to correct the problem which created
the service interruption.
Client Relief Schedule
Actual Attainment Client Relief
99.99% - 99.50% Remedial action will be taken
99.49% - 98.50% 2%
98.49% - 97.50% 4%
97.49% - 96.50% 6%
96.49% - 95.50% 8%
Below 95.50% 10%
* Notwithstanding language in the Agreement to the contrary, Recovery Point Objective is one (1) hour.
IV. Maintenance Notifications
We perform 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, we will
provide advance notice of those windows and will coordinate to the greatest extent possible with you.
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,
we will provide advance notice, as reasonably practicable that the Tyler Software will be unavailable
during the maintenance window.
Exhibit C
Schedule 1
1
Exhibit C
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.
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 you search multiple sources
simultaneously to find the answers you need, 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 Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
For support teams that provide after-hours service, we will provide you with procedures for contacting
support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of
Exhibit C
Schedule 1
2
such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets
set forth below.
We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of
each month to assist your 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. Clients 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 Client’s needs. Tyler and the Client
will reasonably set the priority of the incident per the chart below. This chart is not intended to address
every type of support incident, and certain “characteristics” may or may not apply depending on
whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is
to help guide the Client towards clearly understanding and communicating the importance of the issue
and to describe generally expected response and resolution targets in the production environment only.
References to a “confirmed support incident” mean that Tyler and the Client have successfully validated
the reported Defect/support incident.
Priority
Level Characteristics of Support Incident Resolution Targets*
1
Critical
Support incident that causes (a)
complete application failure or
application unavailability; (b)
application failure or unavailability in
one or more of the client’s remote
location; or (c) systemic loss of
multiple essential system functions.
Tyler shall provide an initial response to Priority Level
1 incidents within one (1) business hour of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within one (1) business
day. For non-hosted customers, Tyler’s responsibility
for lost or corrupted data is limited to assisting the
Client in restoring its last available database.
Exhibit C
Schedule 1
3
Priority
Level Characteristics of Support Incident Resolution Targets*
2
High
Support incident that causes (a)
repeated, consistent failure of
essential functionality affecting more
than one user or (b) loss or corruption
of data.
Tyler shall provide an initial response to Priority Level
2 incidents within four (4) business hours of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within ten (10) business
days. For non-hosted customers, Tyler’s
responsibility for loss or corrupted data is limited to
assisting the Client in restoring its last available
database.
3
Medium
Priority Level 1 incident with an
existing circumvention procedure, or
a Priority Level 2 incident that affects
only one user or for which there is an
existing circumvention procedure.
Tyler shall provide an initial response to Priority Level
3 incidents within one (1) business day of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents without the need for a
circumvention procedure with the next published
maintenance update or service pack, 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.
4
Non-
critical
Support incident that causes failure of
non-essential functionality or a
cosmetic or other issue that does not
qualify as any other Priority Level.
Tyler shall provide an initial response to Priority Level
4 incidents within two (2) business days of receipt of
the incident. Once the incident has been confirmed,
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, you may escalate the incident to the appropriate resource, as outlined by each
product support team. The corresponding resource will meet with you 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.
Exhibit D
1
Exhibit D
Third Party Terms
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Exhibit D
Schedule 1
1
Exhibit D
Schedule 1
Hyperlinked Terms
Pattern Stream Terms. Your use of Pattern Stream software and services is subject to the terms found
here: https://www.tylertech.com/terms/finite-matters-ltd-consolidated-terms. By signing a Tyler
Agreement or Order Form, or accessing, installing, or using Pattern Stream software or services, you
agree that you have read, understood, and agree to such terms.
Quatred Terms. Your use of Quatred solutions is subject to the End User License Agreement terms
found here: https://www.quatred.com/eula. By signing a Tyler Agreement or Order Form, or accessing,
installing, or using Quatred solutions provided to you by Tyler, you agree that you have read,
understood, and agree to such terms.
ThinPrint Terms. Your 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: https://www.thinprint.com/en/legal-notes/eula/. By signing a Tyler Agreement or Order Form, or
accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood,
and agree to such terms.
Twilio Acceptable Use Policy. Your use of the Tyler solutions listed below includes functionality provided
by a Third Party Developer, Twilio. Your 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
Exhibit D
Schedule 2
1
Exhibit D
Schedule 2
DocOrigin Terms
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Exhibit D
Schedule 2
2
Exhibit D
Schedule 2
3
Exhibit D
Schedule 2
4
Exhibit D
Schedule 2
5
Exhibit D
Schedule 2
6
Exhibit E
1
Exhibit E
Statement of Work
Statement of Work to be inserted prior to Agreement execution.
Tow of Los Gatos
SOW from Tyler Technologies, Inc.
1/11/2022
Presented to:
110 E Main St Lbby
Los Gatos, CA 5030-6945
Contact:
Katharina Howard
Email: Katharina.Howard@TylerTech.com
One Tyler Drive, Yarmouth, ME 04096
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | i
Table of Contents
PART 1: EXECUTIVE SUMMARY ............................................................................................................... 1
Project Overview ............................................................................................................................. 1
Introduction ........................................................................................................................................ 1
Project Goals ....................................................................................................................................... 1
Methodology ....................................................................................................................................... 1
PART 2: PROJECT FOUNDATION ............................................................................................................. 3
Project Governance ......................................................................................................................... 3
Project Scope Control ...................................................................................................................... 4
Managing Scope and Project Change ................................................................................................. 4
Change Control ................................................................................................................................... 4
Change Request Management ............................................................................................................ 4
Acceptance Process ......................................................................................................................... 6
Roles and Responsibilities ................................................................................................................ 6
Tyler Roles & Responsibilities ............................................................................................................. 6
Tyler Executive Manager ............................................................................................................. 7
Tyler Implementation Manager .................................................................................................. 7
Tyler Project Manager ................................................................................................................. 7
Tyler Implementation Consultant ............................................................................................... 8
Tyler Sales ................................................................................................................................... 8
Tyler Technical Services .............................................................................................................. 8
Tyler SaaS Technicians ................................................................................................................ 9
Los Gatos Roles & Responsibilities ...................................................................................................... 9
Los Gatos Executive Sponsor ...................................................................................................... 9
Los Gatos Steering Committee.................................................................................................... 9
Los Gatos Project Manager ....................................................................................................... 10
Los Gatos Functional Leads ....................................................................................................... 11
Los Gatos Power Users .............................................................................................................. 12
Los Gatos End Users .................................................................................................................. 12
Los Gatos Technical Lead .......................................................................................................... 12
Los Gatos Change Management Lead ....................................................................................... 13
PART 3: PROJECT PLAN ........................................................................................................................... 14
Project Stages ................................................................................................................................. 14
Initiate and Plan ................................................................................................................................ 15
Initial Coordination ................................................................................................................... 15
Project/Phase Planning ............................................................................................................. 16
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | ii
Infrastructure Planning ............................................................................................................. 17
Stakeholder Meeting ................................................................................................................. 18
Intentionally left blank. ............................................................................................................. 19
Control Point 1: Initiate & Plan Stage Acceptance .................................................................... 19
Assess & Define ................................................................................................................................. 19
Solution Orientation.................................................................................................................. 19
Current & Future State Analysis ................................................................................................ 20
Conversion Assessment ............................................................................................................ 21
Intentionally left blank. ............................................................................................................. 22
Intentionally left blank. ............................................................................................................. 22
Control Point 2: Assess & Define Stage Acceptance ................................................................. 22
Prepare Solution ............................................................................................................................... 23
Initial System Deployment ........................................................................................................ 23
Configuration ............................................................................................................................ 24
Process Refinement .................................................................................................................. 25
Conversion Delivery .................................................................................................................. 27
Intentionally left blank. ............................................................................................................. 28
Intentionally left blank. ............................................................................................................. 28
Control Point 3: Prepare Solution Stage Acceptance ................................................................ 28
Production Readiness ....................................................................................................................... 29
Solution Validation .................................................................................................................... 29
Go-Live Readiness ..................................................................................................................... 30
End User Training ...................................................................................................................... 31
Control Point 4: Production Readiness Stage Acceptance ........................................................ 32
Production ......................................................................................................................................... 32
Go-Live ...................................................................................................................................... 32
Transition to Client Services ...................................................................................................... 34
Post Go-Live Activities ............................................................................................................... 35
Control Point 5: Production Stage Acceptance ......................................................................... 35
Close .................................................................................................................................................. 36
Phase Closeout .......................................................................................................................... 36
Project Closeout ........................................................................................................................ 37
Control Point 6: Close Stage Acceptance .................................................................................. 38
General Assumptions ...................................................................................................................... 38
Project ............................................................................................................................................... 38
Organizational Change Management ............................................................................................... 39
Resources and Scheduling ................................................................................................................ 39
Data ................................................................................................................................................... 39
Facilities............................................................................................................................................. 40
Glossary ......................................................................................................................................... 41
PART 4: APPENDICES ............................................................................................................................... 44
Conversion ..................................................................................................................................... 44
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | iii
Munis Conversion Summary ............................................................................................................. 44
Accounts Payable Master .......................................................................................................... 44
Accounts Payable - Checks ........................................................................................................ 44
Accounts Payable - Invoices ...................................................................................................... 44
Capital Assets Master ................................................................................................................ 44
General Billing CID ..................................................................................................................... 44
Purchase Orders ........................................................................................................................ 44
Payroll ....................................................................................................................................... 44
Payroll – Accumulators ............................................................................................................. 45
Payroll – Check History ............................................................................................................. 45
Payroll – Earning/Deduction Hist. ............................................................................................. 45
Additional Appendices ................................................................................................................ 46
EnerGov Definitions .......................................................................................................................... 46
“Template Business Transactions” ............................................................................................ 46
“Unique Business Transactions” ............................................................................................... 46
“Geo-Rules” ............................................................................................................................... 46
“Automation Events” ................................................................................................................ 47
“EnerGov SDK/API (Toolkits)” ................................................................................................... 47
Tyler and Client Work Split Assumptions .......................................................................................... 47
Increased Work Split Hours ....................................................................................................... 47
Intentionally left blank. ..................................................................................................................... 48
Project Timeline .......................................................................................................................... 49
ERP Project Timeline ......................................................................................................................... 49
Intentionally left blank. ..................................................................................................................... 49
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 1
Part 1: Executive Summary
Project Overview
Introduction
Tyler Technologies (“Tyler”) is the largest and most established provider of integrated software and
technology services focused solely on the public sector. Tyler’s end-to-end solutions empower public sector
entities including local, state, provincial and federal government, to operate more efficiently and connect
more transparently with their constituents and with each other. By connecting data and processes across
disparate systems, Tyler’s solutions transform how clients gain actionable insights that solve problems in their
communities.
Project Goals
This Statement of Work (“SOW”) documents the methodology, implementation stages, activities, and roles
and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler
and the Los Gatos (collectively the “Project”).
The overall goals of the project are to:
Successfully implement the contracted scope on time and on budget
Increase operational efficiencies and empower users to be more productive
Improve accessibility and responsiveness to external and internal customer needs
Overcome current challenges and meet future goals
Methodology
This is accomplished by the Los Gatos and Tyler working as a partnership and Tyler utilizing its depth of
implementation experience. While each Project is unique, all will follow Tyler’s six-stage methodology. Each
of the six stages is comprised of multiple work packages, and each work package includes a narrative
description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix.
Tailored specifically for Tyler’s public sector clients, the project methodology contains Stage Acceptance
Control Points throughout each Phase to ensure adherence to scope, budget, timeline controls, effective
communications, and quality standards. Clearly defined, the project methodology repeats consistently across
Phases, and is scaled to meet the Los Gatos’s complexity and organizational needs.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 2
The methodology adapts to both single-phase and multiple-phase projects.
To achieve Project success, it is imperative that both the Los Gatos and Tyler commit to including the
necessary leadership and governance. During each stage of the Project, it is expected that the Los Gatos 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 Los Gatos’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
complete the Project efficiently and effectively.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 3
Part 2: Project Foundation
Project Governance
Project governance is the management framework within which Project decisions are made. The role of
Project governance is to provide a decision-making approach that is logical, robust, and repeatable. This
allows organizations to have a structured approach for conducting its daily business in addition to project
related activities.
This section outlines the resources required to meet the business needs, objectives, and priorities for the
Project, communicate the goals to other Project participants, and provide support and guidance to
accomplish these goals. Project governance defines the structure for escalation of issues and risks, Change
Control review and authority, and Organizational Change Management activities. Throughout the Statement
of Work Tyler has provided RACI Matrices for activities to be completed throughout the implementation
which will further outline responsibilities of different roles in each stage. Further refinement of the
governance structure, related processes, and specific roles and responsibilities occurs during the Initiate &
Plan Stage.
The chart below illustrates an overall team perspective where Tyler and the Los Gatos collaborate to resolve
Project challenges according to defined escalation paths. If project managers do not possess authority to
determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and the Los
Gatos Steering Committee become the escalation points to triage responses prior to escalation to the Los
Gatos and Tyler executive sponsors. As part of the escalation process, each Project governance tier presents
recommendations and supporting information to facilitate knowledge transfer and issue resolution. The Los
Gatos and Tyler executive sponsors serve as the final escalation point.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 4
Project Scope Control
Managing Scope and Project Change
Project Management governance principles contend that there are three connected constraints on a Project:
budget, timeline, and scope. These constraints, known as the “triple constraints” or project management
triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the
work performed to deliver a product, service or result with the specified features and functions, while time is
simply defined as the schedule. The Triple Constraint theory states that if you change one side of the triangle,
the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased,
cost and time to complete will also need to increase. The Project and executive teams will need to remain
cognizant of these constraints when making impactful decisions to the Project. A simple illustration of this
triangle is included here, showing the connection of each item and their relational impact to the overall
Scope.
A pillar of any successful project is the ability to properly manage scope while allowing the appropriate level
of flexibility to incorporate approved changes. Scope and changes within the project will be managed using
the change control process outlined in the following section.
Change Control
It may become necessary to change the scope of this Project due to unforeseeable circumstances (e.g., new
constraints or opportunities are discovered). This Project is being undertaken with the understanding that
Project scope, schedule, and/or cost may need to change to produce optimal results for stakeholders.
Changes to contractual requirements will follow the change control process specified in the final contract,
and as described below.
Change Request Management
Should the need for a change to Project scope, schedule, and/or cost be identified during the Project, the
change will be brought to the attention of the Steering Committee and an assessment of the change will
occur. While such changes may result in additional costs and delays relative to the schedule, some changes
may result in less cost to the Los Gatos; for example, the Los Gatos may decide it no longer needs a
deliverable originally defined in the Project. The Change Request will include the following information:
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 5
The nature of the change.
A good faith estimate of the additional cost or associated savings to the Los Gatos, if any.
The timetable for implementing the change.
The effect on and/or risk to the schedule, resource needs or resource responsibilities.
The Los Gatos will use its good faith efforts to either approve or disapprove any Change Request within ten
(10) Business Days (or other period as mutually agreeable between Tyler and the Los Gatos). Any changes to
the Project scope, budget, or timeline must be documented and approved in writing using a Change Request
form. These changes constitute a formal amendment to the Statement of Work and will supersede any
conflicting term in the Statement of Work.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 6
Acceptance Process
The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will
vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success
of the Project that each Los Gatos office or department designates specific individuals for making decisions on
behalf of their offices or departments.
Both Tyler and the Los Gatos will identify representative project managers. These individuals will represent
the interests of all stakeholders and serve as the primary contacts between the two organizations.
The coordination of gaining Los Gatos feedback and approval on Project deliverables will be critical to the
success of the Project. The Los Gatos project manager will strive to gain deliverable and decision approvals
from all authorized Los Gatos representatives. Given that the designated decision-maker for each department
may not always be available, there must be a designated proxy for each decision point in the Project.
Assignment of each proxy will be the responsibility of the leadership from each Los Gatos department. The
proxies will be named individuals that have the authorization to make decisions on behalf of their
department.
The following process will be used for accepting Deliverables and Control Points:
The Los Gatos shall have five (5) business days from the date of delivery, or as otherwise mutually
agreed upon by the parties in writing, to accept each Deliverable or Control Point. If the Los Gatos
does not provide acceptance or acknowledgement within five (5) business days, or the otherwise
agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control
Point as accepted.
If the Los Gatos does not agree the Deliverable or Control Point meets requirements, the Los Gatos
shall notify Tyler project manager(s), in writing, with reasoning within five (5) business days, or the
otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable.
Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The Los Gatos shall
then have two (2) business days from receipt of the redelivered Deliverable or Control Point to accept
or again submit written notification of reasons for rejecting the milestone. If the Los Gatos does not
provide acceptance within two (2) business days, or the otherwise agreed upon timeframe, not to be
unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.
Roles and Responsibilities
The following defines the roles and responsibilities of each Project resource for the Los Gatos and Tyler. Roles
and responsibilities may not follow the organizational chart or position descriptions at the Los Gatos, but are
roles defined within the Project. It is common for individual resources on both the Tyler and Los Gatos project
teams to fill multiple roles. Similarly, it is common for some roles to be filled by multiple people.
Tyler Roles & Responsibilities
Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one
Phase in duration). Additional Tyler resources are assigned as the schedule develops and as needs arise.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 7
Tyler Executive Manager
Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation
process. This team member offers additional support to the Project team and collaborates with other Tyler
department managers as needed to escalate and facilitate implementation Project tasks and decisions.
Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying
the Los Gatos ’s overall organizational strategy.
Authorizes required Project resources.
Resolves all decisions and/or issues not resolved at the implementation management level as part of
the escalation process.
Acts as the counterpart to the Los Gatos ’s executive sponsor.
Tyler Implementation Manager
Tyler implementation management has indirect involvement with the Project and is part of the Tyler
escalation process. The Tyler project managers consult implementation management on issues and
outstanding decisions critical to the Project. Implementation management works toward a solution
with the Tyler Project Manager or with Los Gatos management as appropriate. Tyler executive
management is the escalation point for any issues not resolved at this level.
Assigns Tyler Project personnel.
Provides support for the Project team.
Provides management support for the Project to ensure it is staffed appropriately and staff have
necessary resources.
Monitors Project progress including progress towards agreed upon goals and objectives.
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
Los Gatos, the Tyler Project Manager provides regular updates to the Los Gatos Steering Committee
and other Tyler governance members. Tyler Project Manager’s role includes responsibilities in the
following areas:
Contract Management
Validates contract compliance throughout the Project.
Ensures Deliverables meet contract requirements.
Acts as primary point of contact for all contract and invoicing questions.
Prepares and presents contract milestone sign-offs for acceptance by the Los Gatos project
manager(s).
Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.
Planning
Delivers project planning documents.
Defines Project tasks and resource requirements.
Develops initial Project schedule and Project Management Plan.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 8
Collaborates with the Los Gatos project manager(s) to plan and schedule Project timelines to achieve
on-time implementation.
Implementation Management
Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus
actual are transparent and handled effectively and efficiently.
Establishes and manages a schedule and Tyler resources that properly support the Project Schedule
and are also in balance with Scope/budget.
Establishes risk/issue tracking/reporting process between the Los Gatos and Tyler and takes all
necessary steps to proactively mitigate these items or communicate with transparency to the Los
Gatos any items that may impact the outcomes of the Project.
Collaborates with the Los Gatos ’s project manager(s) to establish key business drivers and success
indicators that will help to govern Project activities and key decisions to ensure a quality outcome of
the project.
Collaborates with the Los Gatos ’s project manager(s) to set a routine communication plan that will
aide all Project team members, of both the Los Gatos and Tyler, in understanding the goals,
objectives, status, and health of the Project.
Resource Management
Acts as liaison between Project team and Tyler manager(s).
Identifies and coordinates all Tyler resources across all applications, Phases, and activities including
development, forms, installation, reports, implementation, and billing.
Provides direction and support to Project team.
Manages the appropriate assignment and timely completion of tasks as defined in the Project
Schedule, task list, and Go-Live Checklist.
Assesses team performance and adjusts as necessary.
Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks.
Tyler Implementation Consultant
Completes tasks as assigned by the Tyler project manager(s).
Documents activities for services performed by Tyler.
Guides the Los Gatos through software validation process following configuration.
Assists during Go-Live process and provides support until the Los Gatos transitions to Client Services.
Facilitates training sessions and discussions with the Los Gatos and Tyler staff to ensure adequate
discussion of the appropriate agenda topics during the allotted time.
May provide conversion review and error resolution assistance.
Tyler Sales
Supports Sales to Implementation knowledge transfer during Initiate & Plan.
Provides historical information, as needed, throughout implementation.
Participates in pricing activities if additional licensing and/or services are needed.
Tyler Technical Services
Maintains Tyler infrastructure requirements and design document(s).
Involved in system infrastructure planning/review(s).
Provides first installation of licensed software with initial database on servers.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 9
Supports and assists the project team with technical/environmental issues/needs.
Deploys Tyler products.
Tyler SaaS Technicians
Sets up Tyler-hosted servers.
Provides maintenance of hosted server hardware, operating system, and software upgrades.
Provides IT-related services for server environment.
Provides remote technical assistance and tracks issues.
Provides system management and disaster recovery services within hosting services.
Performs Tyler software upgrades through coordination with the Los Gatos.
Los Gatos Roles & Responsibilities
Los Gatos resources will be assigned prior to the start of each Phase of the Project. One person may be
assigned to multiple Project roles.
Los Gatos Executive Sponsor
The Los Gatos 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 Los Gatos
steering committee, project manager(s), and functional leads to make critical business decisions for the Los
Gatos.
Champions the project at the executive level to secure buy-in.
Authorizes required project resources.
Actively participates in organizational change communications.
Los Gatos Steering Committee
The Los Gatos 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 Los Gatos project manager and Project through participation in regular internal meetings. The
Los Gatos steering committee remains updated on all Project progress, Project decisions, and achievement of
Project milestones. The Los Gatos steering committee also serves as primary level of issue resolution for the
Project.
Works to resolve all decisions and/or issues not resolved at the project manager level as part of the
escalation process.
Attends all scheduled steering committee meetings.
Provides support for the project team.
Assists with communicating key project messages throughout the organization.
Prioritizes the project within the organization.
Ensures the project staffed appropriately and that staff have necessary resources.
Monitors project progress including progress towards agreed upon goals and objectives.
Has the authority to approve or deny changes impacting the following areas:
o Cost
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 10
o Scope
o Schedule
o Project Goals
o Los Gatos Policies
o Needs of other client projects
Los Gatos Project Manager
The Los Gatos shall assign project manager(s) prior to the start of this project with overall responsibility and
authority to make decisions related to Project Scope, scheduling, and task assignment. The Los Gatos Project
Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and
efficient manner. When the Los Gatos project manager(s) do not have the knowledge or authority to make
decisions, he or she engages the necessary resources to participate in discussions and make decisions in a
timely fashion to avoid Project delays. The Los Gatos project manager(s) are responsible for reporting to the
Los Gatos steering committee and determining appropriate escalation points.
Contract Management
Validates contract compliance throughout the project.
Ensures that invoicing and Deliverables meet contract requirements.
Acts as primary point of contact for all contract and invoicing questions. Collaborates on and
approves Change Requests, if needed, to ensure proper scope and budgetary compliance.
Planning
Reviews and accepts project planning documents.
Defines project tasks and resource requirements for the Los Gatos project team.
Collaborates in the development and approval of the project schedule.
Collaborates with Tyler project manager(s) to plan and schedule project timelines to achieve on-time
implementation.
Implementation Management
Tightly manages project budget and scope.
Collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure that
scope changes and budget (planned versus actual) are transparent and handled effectively and
efficiently.
Collaborates with Tyler project manager to establish and manage a schedule and resource plan that
properly supports the project schedule as a whole and is also in balance with scope and budget.
Collaborates with Tyler project manager(s) to establish risk and issue tracking and reporting process
between the Los Gatos and Tyler and takes all necessary steps to proactively mitigate these items or
communicate with transparency to Tyler any items that may impact the outcomes of the project.
Collaborates with Tyler project manager(s) to establish key business drivers and success indicators
that will help to govern project activities and key decisions to ensure a quality outcome of the project.
Routinely communicates with both the Los Gatos staff and Tyler, aiding in the understanding of goals,
objectives, current status, and health of the project by all team members.
Manages the requirements gathering process and ensure timely and quality business requirements
are being provided to Tyler.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 11
Resource Management
Acts as liaison between project team and stakeholders.
Identifies and coordinates all Los Gatos resources across all modules, phases, and activities including
data conversions, forms design, hardware and software installation, reports building, and satisfying
invoices.
Provides direction and support to project team.
Builds partnerships among the various stakeholders, negotiating authority to move the project
forward.
Manages the appropriate assignment and timely completion of tasks as defined.
Assesses team performance and takes corrective action, if needed.
Provides guidance to Los Gatos technical teams to ensure appropriate response and collaboration
with Tyler Technical Support Teams to ensure timely response and appropriate resolution.
Owns the relationship with in-Scope 3rd party providers and aligns activities with ongoing project
tasks.
Ensures that users have appropriate access to Tyler project toolsets as required.
Conducts training on proper use of toolsets.
Validates completion of required assignments using toolsets.
Los Gatos Functional Leads
Makes business process change decisions under time sensitive conditions.
Communicates existing business processes and procedures to Tyler consultants.
Assists in identifying business process changes that may require escalation.
Contributes business process expertise for Current & Future State Analysis.
Identifies and includes additional subject matter experts to participate in Current & Future State
Analysis.
Validates that necessary skills have been retained by end users.
Provides End Users with dedicated time to complete required homework tasks.
Acts as an ambassador/champion of change for the new process and provide business process
change support.
Identifies and communicates any additional training needs or scheduling conflicts to the Los Gatos
project manager.
Actively participates in all aspects of the implementation, including, but not limited to, the following
key activities:
o Task completion
o Stakeholder Meeting
o Project Management Plan development
o Schedule development
o Maintenance and monitoring of risk register
o Escalation of issues
o Communication with Tyler project team
o Coordination of Los Gatos resources
o Attendance at scheduled sessions
o Change management activities
o Modification specification, demonstrations, testing and approval assistance
o Data analysis assistance
o Decentralized end user training
o Process testing
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 12
o Solution Validation
Los Gatos Power Users
Participate in project activities as required by the project team and project manager(s).
Provide subject matter expertise on the Los Gatos business processes and requirements.
Act as subject matter experts and attend Current & Future State Analysis sessions as needed.
Attend all scheduled training sessions.
Participate in all required post-training processes as needed throughout project.
Test all application configuration to ensure it satisfies business process requirements.
Become application experts.
Participate in Solution Validation.
Adopt and support changed procedures.
Complete all deliverables by the due dates defined in the project schedule.
Demonstrate competency with Tyler products processing prior to Go-live.
Provide knowledge transfer to the Los Gatos staff during and after implementation.
Participate in conversion review and validation.
Los Gatos End Users
Attend all scheduled training sessions.
Become proficient in application functions related to job duties.
Adopt and utilize changed procedures.
Complete all deliverables by the due dates defined in the project schedule.
Utilize software to perform job functions at and beyond Go-live.
Los Gatos Technical Lead
Coordinates updates and releases with Tyler as needed.
Coordinates the copying of source databases to training/testing databases as needed for training
days.
Coordinates and adds new users, printers and other peripherals as needed.
Validates that all users understand log-on process and have necessary permission for all training
sessions.
Coordinates interface development for Los Gatos third party interfaces.
Develops or assists in creating reports as needed.
Ensures on-site system meets specifications provided by Tyler.
Assists with software installation as needed.
Extracts and transmits conversion data and control reports from the Los Gatos’s legacy system per
the conversion schedule set forth in the project schedule.
Los Gatos Upgrade Coordination
Becomes familiar with the software upgrade process and required steps.
Becomes familiar with Tyler’s releases and updates.
Utilizes Tyler resources to stay abreast of the latest Tyler releases and updates, as well as the latest
helpful tools to manage the Los Gatos’s software upgrade process.
Assists with the software upgrade process during implementation.
Manages software upgrade activities post-implementation.
Manages software upgrade plan activities.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 13
Coordinates software upgrade plan activities with Los Gatos and Tyler resources.
Communicates changes affecting users and department stakeholders.
Obtains department stakeholder acceptance to upgrade production environment.
Los Gatos Change Management Lead
Validates that users receive timely and thorough communication regarding process changes.
Provides coaching to supervisors to prepare them to support users through the project changes.
Identifies the impact areas resulting from project activities and develops a plan to address them
proactively.
Identifies areas of resistance and develops a plan to reinforce the change.
Monitors post-production performance and new process adherence.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 14
Part 3: Project Plan
Project Stages
Work Breakdown Structure
The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into
smaller, more manageable components. The top-level components are called “Stages” and the second level
components are called “Work Packages”. The work packages, shown below each stage, contain the high-level
work to be done. The detailed Project Schedule, developed during Project/Phase Planning and finalized during
subsequent stages, lists the tasks to be completed within each work package. Each stage ends with a “Control
Point”, confirming the work performed during that stage of the Project has been accepted by the Los Gatos.
*Items noted with an asterisk in the graphic above relate to specific products and services. If those products and services are not included in the scope
of the contract, these specific work packages will be noted as “Intentionally Left Blank” in Section 6 of the Statement of Work.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 15
Initiate and Plan
The Initiate and Plan stage involves Project initiation, infrastructure, and planning. This stage creates a
foundation for the Project by identifying and establishing sequence and timing for each Phase as well as
verifying scope for the Project. This stage will be conducted at the onset of the Project, with a few unique
items being repeated for the additional Phases as needed.
Initial Coordination
Prior to Project commencement, Tyler management assigns project manager(s). Additional Project resources
will be assigned later in the Project as a Project schedule is developed. Tyler provides the Los Gatos with initial
Project documents used to gather names of key personnel, their functional role as it pertains to the Project,
as well as any blackout dates to consider for future planning. the Los Gatos gathers the information requested
by the provided deadline ensuring preliminary planning and scheduling can be conducted moving the Project
forward in a timely fashion. Internally, the Tyler Project Manager(s) coordinate with sales to ensure transfer
of vital information from the sales process prior to scheduling a Project Planning Meeting with the Los Gatos’s
team. During this step, Tyler will work with the Los Gatos to establish the date(s) for the Project and Phase
Planning session.
Objectives:
Formally launch the project.
Establish project governance.
Define and communicate governance for Tyler.
Identify Los Gatos project team.
STAGE 1 Initial Coordination
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Tyler project team is assigned A R C I I I I I I
Los Gatosproject team is
assigned A I R I I I
Provide initial project
documents to the Los Gatos A R C C I I
Gather preliminary information
requested I A R C C C C
Sales to implementation
knowledge transfer A R I I I I I
Create Project Portal to store
project artifacts and facilitate
communication
A R I
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 16
Inputs Contract documents
Statement of Work
Outputs/Deliverables Completed initial project documents
Project portal
Work package assumptions:
Project activities begin after the agreement has been fully executed.
Project/Phase Planning
Project and Phase planning provides an opportunity to review the contract, software, data conversions and
services purchased, identify applications to implement in each Phase (if applicable), and discuss
implementation timeframes.
During this work package Tyler will work with the Los Gatos to coordinate and plan a formal Project planning
meeting(s). This meeting signifies the start of the Project and should be attended by all Los Gatos Project
team members and the Tyler Project Manager. The meeting provides an opportunity for Tyler to introduce its
implementation methodology, terminology, and Project management best practices to the Los Gatos’s
Project Team. This will also present an opportunity for project managers and Project sponsors to begin to
discuss Project communication, metrics, status reporting and tools to be used to measure Project progress
and manage change.
Tyler will work with the Los Gatos Project Team to prepare and deliver the Project Management Plan as an
output of the planning meeting. This plan will continue to evolve and grow as the Project progresses and will
describe how the project will be executed, monitored, and controlled.
During project planning, Tyler will introduce the tools that will be used throughout the implementation. Tyler
will familiarize the Los Gatos with these tools during project planning and make them available for review and
maintenance as applicable throughout the project. Some examples are Solution validation plan, issue log, and
go-live checklist.
STAGE 1 Project/Phase Planning
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 17
Schedule and
conduct planning
session(s)
A R I C C I
Develop Project
Management Plan A R I C C I
Develop initial
project schedule A R I I I I I I C C I I C I
Inputs Contract documents
Statement of Work
Guide to Starting Your Project
Outputs / Deliverables Acceptance Criteria [only] for Deliverables
Project Management Plan Delivery of document
Project Operational Plan Delivery of document
Initial Project Schedule Los Gatos provides acceptance of schedule
based on resource availability, project
budget, and goals.
Work package assumptions:
Los Gatos has reviewed and completed the Guide to Starting Your Project document.
Infrastructure Planning
Procuring required hardware and setting it up properly is a critical part of a successful implementation. This
task is especially important for Tyler-hosted/SaaS deployment models. Tyler will be responsible for building
the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement. Tyler will
install Licensed Software on application server(s) or train the Los Gatos to install License Software. The Los
Gatos is responsible for the installation and setup of all peripheral devices.
Objectives:
Ensure the Los Gatos’s infrastructure meets Tyler’s application requirements.
Ensure the Los Gatos’s infrastructure is scheduled to be in place and available for use on time.
STAGE 1 Infrastructure Planning
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 18
Provide Infrastructure
Requirements and Design
Document
A R C C I I
Initial Infrastructure
Meeting A R C C C C
*Schedule SaaS
Environment Availability A R C I
*Schedule Hardware to
be Available for
Installation
I I A R C
Schedule Installation of
All Licensed Software A R C I I
Infrastructure Audit A R C I C
Inputs 1. Initial Infrastructure Requirements and Design Document
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
1. Completed Infrastructure Requirements
and Design Document
Delivery of Document
2. Infrastructure Audit System Passes Audit Criteria
Stakeholder Meeting
Communication of the Project planning outcomes to the Los Gatos Project team, executives and other key
stakeholders is vital to Project success. The Stakeholder meeting is a strategic activity to inform, engage, gain
commitment, and instill confidence in the Los Gatos team. During the meeting, the goals and objectives of the
Project will be reviewed along with detail on Project scope, implementation methodology, roles and
responsibilities, Project timeline and schedule, and keys to Project success.
Objectives:
Formally present and communicate the project activities and timeline.
Communicate project expectations.
STAGE 1 Stakeholder Meeting
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Create Stakeholder
Meeting Presentation I A R I I I I C I
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 19
Review Stakeholder
Meeting Presentation I C A R C
Perform Stakeholder
Meeting Presentation I A R I I I I C I I I I I I
Inputs Agreement
SOW
Project Management Plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Stakeholder Meeting Presentation
Work package assumptions:
None
Intentionally left blank.
Control Point 1: Initiate & Plan Stage Acceptance
Acceptance criteria for this stage includes completion of all criteria listed below.
Note: Advancement to the Assess & Define stage is not dependent upon Tyler’s receipt of this stage
acceptance.
Initiate & Plan Stage Deliverables:
Project Management Plan
Initial Project Schedule
Initiate & Plan stage acceptance criteria:
All stage deliverables accepted based on acceptance criteria previously defined
Project governance defined
Project portal made available to the Los Gatos
Stakeholder meeting complete
Assess & Define
The Assess & Define stage will provide an opportunity to gather information related to current Los Gatos
business processes. This information will be used to identify and define business processes utilized with Tyler
software. The Los Gatos collaborates with Tyler providing complete and accurate information to Tyler staff
and assisting in analysis, understanding current workflows and business processes.
Solution Orientation
The Solution Orientation provides the Project stakeholders a high-level understanding of the solution
functionality prior to beginning the current and future state analysis. The primary goal is to establish a
foundation for upcoming conversations regarding the design and configuration of the solution.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 20
Tyler utilizes a variety of tools for the Solution Orientation, focusing on Los Gatos team knowledge transfer
such as: eLearning, documentation, or walkthroughs. The Los Gatos team will gain a better understanding of
the major processes and focus on data flow, the connection between configuration options and outcome,
integration, and terminology that may be unique to Tyler’s solution.
Objectives:
Provide a basic understanding of system functionality.
Prepare the Los Gatos for current and future state analysis.
STAGE 2 Solution Orientation
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide pre-requisites A R I I I I I
Complete pre-requisites A R C C
Conduct orientation A R I I I I I
Inputs Solution orientation materials
Training Plan
Current & Future State Analysis
The Current & Future State Analysis provides the Project stakeholders and Tyler an understanding of process
changes that will be achieved with the new system.
The Los Gatos and Tyler will evaluate current state processes, options within the new software, pros and cons
of each based on current or desired state and make decisions about the future state configuration and
processing. This may occur before or within the same timeframe as the configuration work package. The
options within the new software will be limited to the scope of this implementation and will make use of
standard Tyler functionality.
The Los Gatos will adopt the existing Tyler solution wherever possible to avoid project schedule and quality
risk from over customization of Tyler products. It is the Los Gatos’s responsibility to verify that in-scope
requirements are being met throughout the implementation if functional requirements are defined as part of
the contract. The following guidelines will be followed when evaluating if a modification to the product is
required:
A reasonable business process change is available.
Functionality exists which satisfies the requirement.
Configuration of the application satisfies the requirement.
An in-scope modification satisfies the requirement.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 21
Requirements that are not met will follow the agreed upon change control process and can have impacts on
the project schedule, scope, budget, and resource availability.
STAGE 2 Current & Future State Analysis
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Current State process
review A R I I I C C C C C
Discuss future-state
options A R C C C C C C C C
Make future-state
decisions (non-COTS) C C C C C A R I C C
Document anticipated
configuration options
required to support
future state
A R C C C I I I I I
Inputs Los Gatoscurrent state documentation
Solution Orientation completion
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Documentation that describes future-state
decisions and configuration options to support
future-state decisions.
Delivery of document
Work package assumptions:
Los Gatos attendees possess sufficient knowledge and authority to make future state decisions.
The Los Gatos is responsible for any documentation of current state business processes.
The Los Gatos can effectively communicate current state processes.
Conversion Assessment
Data Conversions are a major effort in any software implementation. Tyler’s conversion tools facilitate the
predictable, repeatable conversion process that is necessary to support a successful transition to the Tyler
system. The first step in this process is to perform an assessment of the existing (“legacy”) system(s), to
better understand the source data, risks, and options available. Once the data has been analyzed, the plan for
data conversion is completed and communicated to the appropriate stakeholders.
Objectives:
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 22
Communicate a common understanding of the project goals with respect to data.
Ensure complete and accurate source data is available for review/transfer.
Map the data from the source to the Tyler system.
Document the data conversion/loading approach.
STAGE 2 Data Conversion Assessment
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Extract Data from
Source Systems I C A R
Review and Scrub
Source Data I I I A R C I
Build/Update Data
Conversion Plan R C C C I I I I
Inputs Los Gatos Source data
Los Gatos Source data Documentation (if available)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data Conversion Plan built/updated Los Gatos Acceptance of Data Conversion
Plan, if Applicable
Work package assumptions:
Tyler will be provided with data from the Legacy system(s) in a mutually agreed upon format.
Tyler will work with the Los Gatos representatives to identify business rules before writing the
conversion.
Los Gatos subject matter experts and resources most familiar with the current data will be involved in
the data conversion planning effort.
Intentionally left blank.
Intentionally left blank.
Control Point 2: Assess & Define Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 23
Note: Advancement to the Prepare Solution Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
Assess & Define Stage Deliverables:
Documentation of future state decisions and configuration options to support future state decisions.
Modification specification document.
Assess & Define Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined.
Solution Orientation is delivered.
Conversion data extracts are received by Tyler.
Data conversion plan built.
Prepare Solution
During the Prepare Solution stage, information gathered during the Initiate & Plan and Assess & Define stages
will be used to install and configure the Tyler software solution. Software configuration will be validated by
the Los Gatos against future state decisions defined in previous stages and processes refined as needed to
ensure business requirements are met.
Initial System Deployment
The timely availability of the Tyler Solution is important to a successful Project implementation. The success
and timeliness of subsequent work packages are contingent upon the initial system deployment of Tyler
Licensed Software on an approved network and infrastructure. Delays in executing this work package can
affect the project schedule.
Objectives:
All licensed software is installed and operational.
The Los Gatos can access the software.
STAGE 3 Initial System Deployment (Hosted/SaaS)*
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Prepare hosted
environment A R I C
Install Licensed
Software with
Initial Database on
Server(s) for
A R I C
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 24
Included
Environments
Install Licensed
Software on Los
Gatos Devices (if
applicable)
I C A R
Tyler System
Administration
Training (if
applicable)
A R I C
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Licensed Software is Installed on the Server(s) Software is accessible
Licensed Software is Installed on Los Gatos
Devices (if applicable)
Software is accessible
Installation Checklist/System Document System Passes
Infrastructure Design Document (C&J – If
Applicable)
Work package assumptions:
The most current available version of the Tyler Licensed Software will be installed.
The Los Gatos will provide network access for Tyler modules, printers, and Internet access to all
applicable Los Gatos and Tyler Project staff.
Configuration
The purpose of Configuration is to prepare the software product for validation.
Tyler staff collaborates with the Los Gatos to complete software configuration based on the outputs of the
future state analysis performed during the Assess and Define Stage. The Los Gatos collaborates with Tyler
staff iteratively to validate software configuration.
Objectives:
Software is ready for validation.
Educate the Los Gatos Power User how to configure and maintain software.
Prepare standard interfaces for process validation (if applicable).
STAGE 3 Configuration
Tyler Los Gatos
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 25
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Conduct configuration
training A R I C C
Complete Tyler
configuration tasks
(where applicable)
A R I I I
Complete Los Gatos
configuration tasks
(where applicable)
I C A R C
Standard interfaces
configuration and
training (if applicable)
A R C I C C C
Updates to Solution
Validation testing plan C C A R C C
Inputs Documentation that describes future state decisions and configuration options to support future
state decisions.
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Configured System N/A
Work package assumptions:
Tyler provides guidance for configuration options available within the Tyler software. The Los Gatos is
responsible for making decisions when multiple options are available.
Process Refinement
Tyler will educate the Los Gatos users on how to execute processes in the system to prepare them for the
validation of the software. The Los Gatos collaborates with Tyler staff iteratively to validate software
configuration options to support future state.
Objectives:
Ensure that the Los Gatos understands future state processes and how to execute the processes in
the software.
Refine each process to meet the business requirements.
Validate standard interfaces, where applicable.
Validate forms and reports, where applicable.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 26
STAGE 3 Process Refinement
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Conduct process
training A R I C I C
Confirm process
decisions I C A R C I C
Test configuration I C A R C
Refine
configuration (Los
Gatos Responsible)
I C A R C
Refine
configuration (Tyler
Responsible)
A R I I I
Validate interface
process and results I C C A R C C
Update Los Gatos-
specific process
documentation (if
applicable)
I C A R C
Updates to
Solution Validation
testing plan
C C A R C C
Inputs Initial Configuration
Documentation that describes future state decisions and configuration options to support
future state decisions.
Solution validation test plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated solution validation test plan
Completed Los Gatos-specific process
documentation (completed by Los Gatos)
Work package assumptions:
None
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 27
Conversion Delivery
The purpose of this task is to transition the Los Gatos’s data from their source (“legacy”) system(s) to the
Tyler system(s). The data will need to be mapped from the legacy system into the new Tyler system format. A
well-executed data conversion is key to a successful cutover to the new system(s).
With guidance from Tyler, the Los Gatos will review specific data elements within the system and identify /
report discrepancies. Iteratively, Tyler will collaborate with the Los Gatos to address conversion discrepancies.
This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s).
Reference Conversion Appendix for additional detail.
Objectives:
Data is ready for production (Conversion).
STAGE 3 Data Delivery & Conversion
Tyler Los Gatos
RACI MATRIX
KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide data
crosswalks/code
mapping tool
A C R I I I
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 28
Populate data
crosswalks/code
mapping tool
I C C A R C
Iterations:
Conversion
Development
A C R I I
Iterations:
Deliver
converted data
A R I I I
Iterations:
Proof/Review
data and
reconcile to
source system
C C C A R C C
Inputs
Data Conversion Plan
Configuration
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Code Mapping Complete / Validated N/A
Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for
final pass
Work package assumptions:
The Los Gatos will provide a single file layout per source system as identified in the investment
summary.
The Los Gatos subject matter experts and resources most familiar with the current data will be
involved in the data conversion effort.
The Los Gatos project team will be responsible for completing the code mapping activity, with
assistance from Tyler.
Intentionally left blank.
Intentionally left blank.
Control Point 3: Prepare Solution Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below in each Work Package.
Note: Advancement to the Production Readiness Stage is dependent upon Tyler’s receipt of the Stage
Acceptance.
Prepare Solution Stage Deliverables:
Licensed software is installed.
Installation checklist/system document.
Conversion iterations and reviews complete.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 29
Prepare Solution Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined.
Software is configured.
Solution validation test plan has been reviewed and updated if needed.
Production Readiness
Activities in the Production Readiness stage will prepare the Los Gatos team for go-live through solution
validation, the development of a detailed go-live plan and end user training. A readiness assessment will be
conducted with the Los Gatos to review the status of the project and the organizations readiness for go-live.
Solution Validation
Solution Validation is the end-to-end software testing activity to ensure that the Los Gatos verifies all aspects
of the Project (hardware, configuration, business processes, etc.) are functioning properly, and validates that
all features and functions per the contract have been deployed for system use.
Objectives:
Validate that the solution performs as indicated in the solution validation plan.
Ensure the Los Gatos organization is ready to move forward with go-live and training (if applicable).
STAGE 4 Solution Validation
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Update Solution
Validation plan A R C C C C
Update test scripts (as
applicable) C C C A R C
Perform testing C C C A R C
Document issues from
testing C C C A R C
Perform required follow-
up on issues A R C C C C
Inputs Solution Validation plan
Completed work product from prior stages (configuration, business process, etc.)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 30
Solution Validation Report Los Gatos updates report with testing results
Work package assumptions:
Designated testing environment has been established.
Testing includes current phase activities or deliverables only.
Go-Live Readiness
Tyler and the Los Gatos will ensure that all requirements defined in Project planning have been completed
and the Go-Live event can occur, as planned. A go-live readiness assessment will be completed identifying
risks or actions items to be addressed to ensure the Los Gatos has considered its ability to successfully Go-
Live. Issues and concerns will be discussed, and mitigation options documented. Tyler and the Los Gatos will
jointly agree to move forward with transition to production. Expectations for final preparation and critical
dates for the weeks leading into and during the Go-Live week will be planned in detail and communicated to
Project teams.
Objectives:
Action plan for go-live established.
Assess go-live readiness.
Stakeholders informed of go-live activities.
STAGE 4 Go-Live Readiness
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Perform Readiness
Assessment I A R C C I C I I I I I I
Conduct Go-Live planning
session A R C C C C C C C
Order peripheral
hardware (if applicable) I A R C
Confirm procedures for
Go-Live issue reporting &
resolution
A R I I I I C C I I I I I
Develop Go-Live checklist A R C C C C I C C
Final system
infrastructure review
(where applicable)
A R C C
Inputs Future state decisions
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 31
Go-live checklist
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated go-live checklist Updated Action plan and Checklist for go-live
delivered to the Los Gatos
Work package assumptions:
None
End User Training
End User Training is a critical part of any successful software implementation. Using a training plan previously
reviewed and approved, the Project team will organize and initiate the training activities.
Train the Trainer: Tyler provides one occurrence of each scheduled training or implementation topic. Los
Gatos users who attended the Tyler sessions may train additional users. Additional Tyler led sessions may be
contracted at the applicable rates for training.
Tyler will provide standard application documentation for the general use of the software. It is not Tyler’s
responsibility to develop Los Gatos specific business process documentation. Los Gatos-led training labs using
Los Gatos specific business process documentation if created by the Los Gatos can be added to the regular
training curriculum, enhancing the training experiences of the end users.
Objectives:
End users are trained on how to use the software prior to go-live.
The Los Gatos is prepared for on-going training and support of the application.
STAGE 4 End User Training
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Update training plan A R C C I C
End User training (Tyler-
led) A R C C C I C C C
Train-the-trainer A R C C C I C
End User training (Los
Gatos-led) C C A R I C C C
Inputs Training Plan
List of End Users and their Roles / Job Duties
Configured Tyler System
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 32
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
End User Training Los Gatos signoff that training was delivered
Work package assumptions:
The Los Gatos project team will work with Tyler to jointly develop a training curriculum that identifies
the size, makeup, and subject-area of each of the training classes.
Tyler will work with the Los Gatos as much as possible to provide end-user training in a manner that
minimizes the impact to the daily operations of Los Gatos departments.
The Los Gatos will be responsible for training new users after go-live (exception—previously planned
or regular training offerings by Tyler).
Control Point 4: Production Readiness Stage Acceptance
Acceptance criteria for this stage includes all criteria listed below. Advancement to the Production stage is
dependent upon Tyler’s receipt of the stage acceptance.
Production Readiness stage deliverables:
Solution Validation Report.
Update go-live action plan and checklist.
End user training.
Production Readiness stage acceptance criteria:
All stage deliverables accepted based on criteria previously defined.
Go-Live planning session conducted.
Production
Following end user training the production system will be fully enabled and made ready for daily operational
use as of the scheduled date. Tyler and the Los Gatos will follow the comprehensive action plan laid out
during Go-Live Readiness to support go-live activities and minimize risk to the Project during go-live.
Following go-live, Tyler will work with the Los Gatos to verify that implementation work is concluded, post go-
live activities are scheduled, and the transition to Client Services is complete for long-term operations and
maintenance of the Tyler software.
Go-Live
Following the action plan for Go-Live, defined in the Production Readiness stage, the Los Gatos and Tyler will
complete work assigned to prepare for Go-Live.
The Los Gatos provides final data extract and Reports from the Legacy System for data conversion and Tyler
executes final conversion iteration, if applicable. If defined in the action plan, the Los Gatos manually enters
any data added to the Legacy System after final data extract into the Tyler system.
Tyler staff collaborates with the Los Gatos during Go-Live activities. The Los Gatos transitions to Tyler
software for day-to day business processing.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 33
Some training topics are better addressed following Go-Live when additional data is available in the system or
based on timing of applicable business processes and will be scheduled following Go-Live per the Project
Schedule.
Objectives:
Execute day to day processing in Tyler software.
Los Gatos data available in Production environment.
STAGE 5 Go-Live
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide final source data
extract, if applicable C C A R
Final source data pushed
into production
environment, if
applicable
A C R I C C C
Proof final converted
data, if applicable C C C A R C
Complete Go-Live
activities as defined in
the Go-Live action plan
C C C A R C I C
Provide Go-Live
assistance A R C C I C C I C I C
Inputs Comprehensive Action Plan for Go-Live
Final source data (if applicable)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data is available in production environment Los Gatos confirms data is available in
production environment
Work package assumptions:
The Los Gatos will complete activities documented in the action plan for Go-Live as scheduled.
External stakeholders will be available to assist in supporting the interfaces associated with the Go-
Live live process.
The Los Gatos business processes required for Go-Live are fully documented and tested.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 34
The Los Gatos Project team and subject matter experts are the primary point of contact for the end
users when reporting issues during Go-Live.
The Los Gatos Project Team and Power User’s provide business process context to the end users
during Go-Live.
The Tyler Go-Live support team is available to consult with the Los Gatos teams as necessary.
The Tyler Go-Live support team provides standard functionality responses, which may not be tailored
to the local business processes.
Transition to Client Services
This work package signals the conclusion of implementation activities for the Phase or Project with the
exception of agreed-upon post Go-Live activities. The Tyler project manager(s) schedules a formal transition
of the Los Gatos onto the Tyler Client Services team, who provides the Los Gatos with assistance following
Go-Live, officially transitioning the Los Gatos to operations and maintenance.
Objectives:
Ensure no critical issues remain for the project teams to resolve.
Confirm proper knowledge transfer to the Los Gatos teams for key processes and subject areas.
STAGE 5 Transition to Client Services
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Transfer Los Gatos to
Client Services and
review issue reporting
and resolution processes
I I A I I R I I C C C
Review long term
maintenance and
continuous
improvement
A R C C C
Inputs Open item/issues List
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Client Services Support Document
Work package assumptions:
No material project issues remain without assignment and plan.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 35
Post Go-Live Activities
Some implementation activities are provided post-production due to the timing of business processes, the
requirement of actual production data to complete the activities, or the requirement of the system being
used in a live production state.
Objectives:
Schedule activities that are planned for after Go-Live.
Ensure issues have been resolved or are planned for resolution before phase or project close.
STAGE 5 Post Go-Live Activities
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Schedule contracted
activities that are
planned for delivery
after go-live
A R C C C C I C C I C C
Determine resolution
plan in preparation for
phase or project close
out
A R C C C I C C I C
Inputs List of post Go-Live activities
Outputs /
Deliverables
Acceptance Criteria [only] for
Deliverables
Updated issues log
Work package assumptions:
System is being used in a live production state.
Control Point 5: Production Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below:
Advancement to the Close stage is not dependent upon Tyler’s receipt of this Stage Acceptance.
Converted data is available in production environment.
Production Stage Acceptance Criteria:
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 36
All stage deliverables accepted based on criteria previously defined.
Go-Live activities defined in the Go-Live action plan completed.
Client services support document is provided.
Close
The Close stage signifies full implementation of all products purchased and encompassed in the Phase or
Project. The Los Gatos transitions to the next cycle of their relationship with Tyler (next Phase of
implementation or long-term relationship with Tyler Client Services).
Phase Closeout
This work package represents Phase completion and signals the conclusion of implementation activities for
the Phase. The Tyler Client Services team will assume ongoing support of the Los Gatos for systems
implemented in the Phase.
Objectives:
Agreement from Tyler and the Los Gatos teams that activities within this phase are complete.
STAGE 6 Phase Close Out
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Reconcile project budget
and status of contract
Deliverables
I A R I I C
Hold post phase review
meeting A R C C C C C C C C C
Release phase-
dependent Tyler project
resources
A R I I
Participants Tyler Los Gatos
Project Leadership Project Manager
Project Manager Project Sponsor(s)
Implementation Consultants Functional Leads, Power Users,
Technical Leads
Technical Consultants (Conversion, Deployment,
Development)
Client Services
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 37
Inputs Contract
Statement of Work
Project artifacts
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Final action plan (for outstanding items)
Reconciliation Report
Post Phase Review
Work package assumptions:
Tyler deliverables for the phase have been completed.
Project Closeout
Completion of this work package signifies final acceptance and formal closing of the Project.
At this time the Los Gatos may choose to begin working with Client Services to look at continuous
improvement Projects, building on the completed solution.
Objectives:
Confirm no critical issues remain for the project teams to resolve.
Determine proper knowledge transfer to the Los Gatos teams for key processes and subject areas has
occurred.
Verify all deliverables included in the Agreement are delivered.
STAGE 6 Project Close Out
Tyler Los Gatos
RACI MATRIX KEY:
R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Conduct post project
review A R C C C C C C C C C
Deliver post project
report to Los Gatos and
Tyler leadership
I A R I I C
Release Tyler project
resources A R I I
Inputs Contract
Statement of Work
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 38
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Post Project Report Los Gatos acceptance; Completed report
indicating all project Deliverables and
milestones have been completed
Work package assumptions:
All project implementation activities have been completed and approved.
No critical project issues remain that have not been documented and assigned.
Final project budget has been reconciled and invoiced.
All Tyler deliverables have been completed.
Control Point 6: Close Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Close Stage Deliverables:
Post Project Report.
Close Stage Acceptance Criteria:
Completed report indicating all Project deliverables and milestones have been completed.
General Assumptions
Tyler and the Los Gatos will use this SOW as a guide for managing the implementation of the Tyler Project as
provided and described in the Agreement. There are a few assumptions which, when acknowledged and
adhered to, will support a successful implementation. Assumptions related to specific work packages are
documented throughout the SOW. Included here are general assumptions which should be considered
throughout the overall implementation process.
Project
Project activities will begin after the Agreement has been fully executed.
The Los Gatos Project Team will complete their necessary assignments in a mutually agreed upon
timeframe to meet the scheduled go-live date, as outlined in the Project Schedule.
Sessions will be scheduled and conducted at a mutually agreeable time.
Additional services, software modules and modifications not described in the SOW or Agreement will
be considered a change to this Project and will require a Change Request Form as previously
referenced in the definition of the Change Control Process.
Tyler will provide a written agenda and notice of any prerequisites to the Los Gatos project
manager(s) ten (10) business days or as otherwise mutually agreed upon time frame prior to any
scheduled on-site or remote sessions, as applicable.
Tyler will provide guidance for configuration and processing options available within the Tyler
software. If multiple options are presented by Tyler, the Los Gatos is responsible for making decisions
based on the options available.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 39
Implementation of new software may require changes to existing processes, both business and
technical, requiring the Los Gatos to make process changes.
The Los Gatos is responsible for defining, documenting, and implementing their policies that result
from any business process changes.
Organizational Change Management
Unless otherwise contracted by Tyler, Los Gatos is responsible for managing Organizational Change. Impacted
Los Gatos resources will need consistent coaching and reassurance from their leadership team to embrace
and accept the changes being imposed by the move to new software. An important part of change is ensuring
that impacted Los Gatos resources understand the value of the change, and why they are being asked to
change.
Resources and Scheduling
Los Gatos resources will participate in scheduled activities as assigned in the Project Schedule.
The Los Gatos team will complete prerequisites prior to applicable scheduled activities. Failure to do
so may affect the schedule.
Tyler and the Los Gatos will provide resources to support the efforts to complete the Project as
scheduled and within the constraints of the Project budget.
Abbreviated timelines and overlapped Phases require sufficient resources to complete all required
work as scheduled.
Changes to the Project Schedule, availability of resources or changes in Scope will be requested
through a Change Request. Impacts to the triple constraints (scope, budget, and schedule) will be
assessed and documented as part of the change control process.
The Los Gatos will ensure assigned resources will follow the change control process and possess the
required business knowledge to complete their assigned tasks successfully. Should there be a change
in resources, the replacement resource should have a comparable level of availability, change control
process buy-in, and knowledge.
The Los Gatos makes timely Project related decisions to achieve scheduled due dates on tasks and
prepare for subsequent training sessions. Failure to do so may affect the schedule, as each analysis
and implementation session is dependent on the decisions made in prior sessions.
The Los Gatos will respond to information requests in a comprehensive and timely manner, in
accordance with the Project Schedule.
The Los Gatos will provide adequate meeting space or facilities, including appropriate system
connectivity, to the project teams including Tyler team members.
For on-site visits, Tyler will identify a travel schedule that balances the needs of the project and the
employee.
Data
Data will be converted as provided and Tyler will not create data that does not exist.
The Los Gatos is responsible for the quality of legacy data and for cleaning or scrubbing erroneous
legacy data.
Tyler will work closely with the Los Gatos representatives to identify business rules before writing the
conversion. The Los Gatos must confirm that all known data mapping from source to target have
been identified and documented before Tyler writes the conversion.
All in-scope source data is in data extract(s).
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 40
Each legacy system data file submitted for conversion includes all associated records in a single
approved file layout.
The Los Gatos will provide the legacy system data extract in the same format for each iteration unless
changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget and
resource availability may occur and/or data in the new system may be incorrect.
The Los Gatos Project Team is responsible for reviewing the converted data and reporting issues
during each iteration, with assistance from Tyler.
The Los Gatos is responsible for providing or entering test data (e.g., data for training, testing
interfaces, etc.)
Facilities
The Los Gatos will provide dedicated space for Tyler staff to work with Los Gatos resources for both
on-site and remote sessions. If Phases overlap, Los Gatos will provide multiple training facilities to
allow for independent sessions scheduling without conflict.
The Los Gatos will provide staff with a location to practice what they have learned without
distraction.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 41
Glossary
Word or Term Definition
Acceptance Confirming that the output or deliverable is suitable and
conforms to the agreed upon criteria.
Accountable The one who ultimately ensures a task or deliverable is
completed; the one who ensures the prerequisites of the task are
met and who delegates the work to those responsible. [Also see
RACI]
Application A computer program designed to perform a group of coordinated
functions, tasks, or activities for the benefit of the user.
Application Programming Interface (API) A defined set of tools/methods to pass data to and received data
from Tyler software products
Agreement This executed legal contract that defines the products and
services to be implemented or performed.
Business Process The practices, policy, procedure, guidelines, or functionality that
the client uses to complete a specific job function.
Business Requirements Document A specification document used to describe Client requirements
for contracted software modifications.
Change Request A form used as part of the Change Control process whereby
changes in the scope of work, timeline, resources, and/or budget
are documented and agreed upon by participating parties.
Change Management Guides how we prepare, equip and support individuals to
successfully adopt change in order to drive organizational success
& outcomes
Code Mapping [where applicable] An activity that occurs during the data conversion process
whereby users equate data (field level) values from the old
system to the values available in the new system. These may be
one to one or many to one. Example: Old System [Field = eye
color] [values = BL, Blu, Blue] maps to New Tyler System [Field =
Eye Color] [value = Blue].
Consulted Those whose opinions are sought, typically subject matter
experts, and with whom there is two-way communication. [Also
see RACI]
Control Point This activity occurs at the end of each stage and serves as a
formal and intentional opportunity to review stage deliverables
and required acceptance criteria for the stage have been met.
Data Mapping [where applicable] The activity determining and documenting where data from the
legacy system will be placed in the new system; this typically
involves prior data analysis to understand how the data is
currently used in the legacy system and how it will be used in the
new system.
Deliverable A verifiable document or service produced as part of the Project,
as defined in the work packages.
Go-Live The point in time when the Client is using the Tyler software to
conduct daily operations in Production.
Informed Those who are kept up-to-date on progress, often only on
completion of the task or deliverable, and with whom there is
just one-way communication. [Also see RACI]
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 42
Infrastructure The composite hardware, network resources and services
required for the existence, operation, and management of the
Tyler software.
Interface A connection to and potential exchange of data with an external
system or application. Interfaces may be one way, with data
leaving the Tyler system to another system or data entering Tyler
from another system, or they may be bi-directional with data
both leaving and entering Tyler and another system.
Integration A standard exchange or sharing of common data within the Tyler
system or between Tyler applications
Legacy System The software from which a client is converting.
Modification Custom enhancement of Tyler’s existing software to provide
features or functions to meet individual client requirements
documented within the scope of the Agreement.
On-site Indicates the work location is at one or more of the client’s
physical office or work environments.
Organizational Change The process of changing an organization's strategies, processes,
procedures, technologies, and culture, as well as the effect of
such changes on the organization.
Output A product, result or service generated by a process.
Peripheral devices An auxiliary device that connects to and works with the computer
in some way. Some examples: scanner, digital camera, printer.
Phase A portion of the Project in which specific set of related
applications are typically implemented. Phases each have an
independent start, Go-Live and closure dates but use the same
Implementation Plans as other Phases of the Project. Phases may
overlap or be sequential and may have different Tyler resources
assigned.
Project The delivery of the software and services per the agreement and
the Statement of Work. A Project may be broken down into
multiple Phases.
RACI A matrix describing the level of participation by various roles in
completing tasks or Deliverables for a Project or process.
Individuals or groups are assigned one and only one of the
following roles for a given task: Responsible (R), Accountable (A),
Consulted (C), or Informed (I).
Remote Indicates the work location is at one or more of Tyler’s physical
offices or work environments.
Responsible Those who ensure a task is completed, either by themselves or
delegating to another resource. [Also see RACI]
Scope Products and services that are included in the Agreement.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 43
Solution The implementation of the contracted software product(s)
resulting in the connected system allowing users to meet Project
goals and gain anticipated efficiencies.
Stage The top-level components of the WBS. Each Stage is repeated for
individual Phases of the Project.
Standard Software functionality that is included in the base software (off-
the-shelf) package; is not customized or modified.
Statement of Work (SOW) Document which will provide supporting detail to the Agreement
defining Project-specific activities, services, and Deliverables.
System The collective group of software and hardware that is used by the
organization to conduct business.
Test Scripts The steps or sequence of steps that will be used to validate or
confirm a piece of functionality, configuration, enhancement, or
Use Case Scenario.
Training Plan Document(s) that indicate how and when users of the system will
be trained relevant to their role in the implementation or use of
the system.
Validation (or to validate) The process of testing and approving that a specific Deliverable,
process, program, or product is working as expected.
Work Breakdown Structure (WBS) A hierarchical representation of a Project or Phase broken down
into smaller, more manageable components.
Work Package A group of related tasks within a project.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 44
Part 4: Appendices
Conversion
Munis Conversion Summary
Accounts Payable Master
Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers
Multiple remittance addresses
Year-to-date 1099 amounts
Accounts Payable - Checks
Check header data including vendor, warrant, check number, check date, overall check amount, GL
cash account and clearing information
Check detail data including related document and invoice numbers for each check
Up to 5 years
Accounts Payable - Invoices
Invoice header data containing general information for the invoice
Invoice detail data containing line-specific information for the invoice
Up to 5 years
Capital Assets Master
Asset description, status, acquisition quantity, date and amount, codes for asset class, subclass,
department, custodian, flags for capitalization and depreciation, estimated life, serial number, model,
model year, depreciation method, life-to-date depreciation amount, last depreciation date, disposal
information (if any), purchase information, if any (vendor, PO, Invoice)
General Billing CID
Customer information
Purchase Orders
Open purchase orders header data including vendor, buyer, date, accounting information, etc.
Open purchase orders detail data including line item descriptions, quantities, amounts, etc.
Payroll
Payroll Employee Master data including data such as name, address, SSN, legacy employee ID, date of
birth, hire date, activity status (such as active/inactive), leave/termination code and date, phone(s), e-
address, marital status, gender, race, personnel status (such as full-time, part-time, etc.), highest
degree, advice-delivery (print/email/both) and check location, plus primary group, job, location, and
account information
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 45
Payroll – Accumulators
YTD, QTD, MTD amounts for employee pay and deductions
Needed for mid-calendar-year go-live
May not be needed if converting earnings/deductions history
Up to 5 years
Payroll – Check History
Up to 5 years, additional years must be quoted. We convert amounts for earnings and deductions in
employee check history, check number and date.
Payroll – Earning/Deduction Hist.
Up to 5 years, additional years must be quoted. Earning and deduction history broken down my
individual codes (earnings and deduction) and amounts per pay period, the detail of these lines, sums
the check history in opt 4.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 46
Additional Appendices
EnerGov Definitions
“Template Business Transactions”
A pre-defined and pre-configured EnerGov business process from EnerGov’s “Best Management
Template”.
The following modifications to Template Business Transactions are considered within scope:
o Any changes to required inspections within the workflow
o Any changes to the required plan reviews within the workflow
o Adding up to 2 additional actions to the workflow
o Configuration of fees, allowing creation of up to 3 new fees to accommodate
o Any changes to custom field layouts that are directly related to fees or included reports
Customization/Configuration of any of these parameters beyond the scope listed above will require
the respective business process to be considered a “Unique Business Transaction”, as described
below.
Note: All transaction counts are quantified in the comments of the Investment Summary.
“Unique Business Transactions”
Unique configuration of workflow or business process steps & actions, including output actions
Unique Fee configuration
Unique Custom field configuration
“Geo-Rules”
An automation event that references GIS data. Current geo-rule action types are:
Alert Displays a pop-up with a custom message to the user, notifying them of certain spatial data (i.e., noise
abatement zones; flood zones; etc.).
Block Places a block on the case and prevents any progress or updates from occurring on the record (i.e., no
status changes can be completed, no fees can be paid, the workflow cannot be managed, etc.)
Block with
Override
Places a block on the case and prevents any progress or updates from occurring on the record (i.e., no
status changes can be completed, no fees can be paid, the workflow cannot be managed, etc.) However,
the block can be overridden by end-users who have been given the proper securities.
Fee Date Populates the CPI vesting date on the record if vesting maps are used by the jurisdiction.
Field Mapping A custom field or any field inherent in the EnerGov application can automatically populate with
information based on spatial data.
Required Action A workflow action can automatically populate in the workflow details for the particular record (i.e., plan,
permit, code case, etc.) that requires the action based on certain spatial data related to the case.
Required Step A workflow step can automatically populate in the workflow details for the particular record (i.e., plan,
permit, code case, etc.) that requires the step based on certain spatial data related to the case.
Zone Mapping The zone(s) automatically populate on the “Zones” tab of the record (i.e., plan, permit, code case, etc.).
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 47
“Automation Events”
“Intelligent Objects (IO)”
Key components for automatically and reactively triggering geo-rules, computing fees, and generating
emails, alerts, and other notifications.
“Intelligent Automation Agents (IAA)”
A tool designed to automate task in a proactive manner by setting values and generating emails and
other tasks. On a nightly basis, a Windows service sweeps the EnerGov system looking for IAA tasks
that need to be run, then the associated actions are performed. The IAA does not generate alerts or
errors. Custom SQL queries are not Tyler deliverables.
“EnerGov SDK/API (Toolkits)”
APIs developed by Tyler Technologies for extending the EnerGov Framework and functionality to
external agencies and systems. Full documentation is available for each toolkit upon request.
Note: The EnerGov toolkits and related documentation are simply tools that allow clients to create
applications and integrations. The purchase of a toolkit/API does not imply any development related
services from Tyler Technologies. The Los Gatos is responsible for working with their IT staff and VARs
to develop any necessary applications and integrations except as otherwise noted in the Investment
Summary or for any “in-scope” integrations.
Tyler and Client Work Split Assumptions
Increased Work Split Hours
Additional hours were purchased in this contract to increase the work split from the standard 30% Tyler work
effort. Clients have different needs and there are different ways the allocation of these hours can benefit the
project. We will work with the client project manager during the planning sessions and project plan
development to determine the best use of these hours. Common areas additional hours are used are:
Configuration
o Setting and Code configuration
o Security and Workflow Building
Data Conversion
o Conversion Mapping
o Conversion Proofing
o Conversion Testing
o Imports in lieu of conversion
Formatting files
Building custom templates
Testing imports/Data validation
Training/Documentation
o Additional repeat process training
o Post Live Assistance
Bank Reconciliation assistance for additional months
Month-end assistance for additional months
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 48
Year-end assistance for multiple years
W-2/1099 processing for multiple years
o Job aides/quick reference guides
o End user training documentation
Testing
o Additional parallel processing
o Test script building
o Integration Testing
Import/Export template building
Import testing
Process validation/documentation
All clients have unique needs on a project. By defining the use of these hours during project planning, we
have the flexibility to determine the greatest needs of your organization and plan accordingly. At any point in
the project, we can revisit the use of these hours and adjust content as needed to support the success of the
project.
Intentionally left blank.
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 49
Project Timeline
ERP Project Timeline
The Project Timeline establishes a target start and end date for each Phase of the Project. The timeline needs
to account for resource availability, business goals, size and complexity of the Project, and task duration
requirements. These will be reviewed and adjusted, if needed, during the Initiate and Plan Stage. Refer to
the Project Stages section of this SOW for information on work packages associated with each stage of the
implementation.
The following dates may be revised based on the date the Agreement is signed and further refined during the
course of the project. Tyler requires up to forty-five (45) days to move from Agreement signing to the Initiate
& Plan Stage.
Phase Functional Areas Modules Start Date Go-Live
Date
1 Financials
Accounting General Ledger
Accounts Payable
Bid Management
Budgeting
Capital Assets
Cash Management
Contract Management
Project & Grant Accounting
Purchasing
eProcurement
Accounts Receivable
General Billing
Tyler Cashiering
July 2022 July 2023
System Wide Munis Analytics & Reporting
o Tyler Reporting Services
o Munis Office
o HUB
Exhibit E
Tow of Los Gatos
Tyler Technologies, Inc. Page | 50
Phase Functional Areas Modules Start Date Go-Live
Date
Tyler ReadyForms Processing
Tyler Content Manager SE
2 Human Capital
Management
Payroll w/Employee Self Service
HR & Talent Management
Employee Expense Reimbursement
Executime Time and Attendance
Employee Expense Reimbursement
January
2023
October
2023
3 Executime
Advanced
Scheduling
Executime Advanced Scheduling December
2023
September
2024
4 Business Licenses
and Citizen Self
Service
Business Licenses
Citizen Self-Service
June 2023 June 2024
Exhibit E
This Page Intentionally Left Blank
as of 3/21/2022 Page 1 of 2
“A proposal was received from the City’s current software vendor to upgrade to their new product ONESolution. However … Tyler Technologies' Munis provides the most functionality.” City of Sanibel, FL
For communities, schools, and special districts, maintaining fiscal responsibility and providing timely customer-centric services is paramount
to success. Many managing operations with CentralSquare have now chosen the industry’s leading, functionally-robust ERP solution: Tyler.
Clients who have switched to Tyler across the United States (click to jump to):
•West
•East
•Midwest
•South
West
•Matanuska-Susitna Borough Schools, AK•City of Kingman, AZ•City of Sierra Vista, AZ•Coconino County, AZ•City of Alameda, CA•City of Benicia, CA•City of Berkeley, CA•City of Beverly Hills, CA•City of Carson, CA•City of Chino Hills, CA•City of Chula Vista, CA•City of Coronado, CA•City of Covina, CA•City of Diamond Bar, CA•City of El Cajon, CA•City of Encinitas, CA•City of Fontana, CA•City of Fremont, CA•City of Fullerton, CA•City of Gilroy, CA•City of Hanford, CA•City of Indio, CA•City of Merced, CA
•City of Mission Viejo, CA•City of Napa, CA•City of Newport Beach, CA•City of Oxnard, CA•City of Palm Springs, CA•City of Perris, CA•City of Poway, CA•City of Rancho Mirage, CA•City of Rancho Palos Verdes, CA•City of Redlands, CA•City of San Ramon, CA•City of Solano Beach, CA•City of Stockton, CA•City of Watsonville, CA•Cucamonga Valley Water Dist, CA•Nevada Irrigation District, CA•Plumas County, CA•Santa Margarita Water District, CA•San Diego Association of Governments, CA•Vallejo Flood and Wastewater District, CA•West Contra Costa Unified School Dist, CA•City of Centennial, CO•City of Greenwood, CO
•City of Pueblo, CO•City of Alamogordo, NM•City of Roswell, NM•City of Boulder City, NV•City of Carson City, NV•City of Broken Arrow, OK•City of Norman, OK•City of Bend, OR•City of Corvallis, OR•City of Gresham, OR•City of Grants Pass, OR•Deschutes County, OR•City of Clearfield, UT•City of Murray City, UT•City of West Jordan, UT•Bellevue School District 405, WA•City of Kirkland, WA•Cheyanne Board of Public Utilities, WY•City of Gillette, WY•City of Laramie, WY•Laramie County, WY•Laramie County School District 1, WY•Sweetwater County, WY
East
•City of Hoover, AL•City of New London, CT•Town of Groton, CT•Town and Schools of Madison, CT•Town of Orange, CT•Town of Simsbury, CT•Town of Windham, CT•City of Dover, DE•Queen Anne’s County, MD•City of Lewiston, ME•City of Portland, ME
•Portland Public Schools, ME•City of Keene, NH•Essex County, NY•Ontario County, NY•Steuben County, NY•City of Titusville, PA•Eire Water Works, PA•Radnor Township, PA•York County, PA•City of Pawtucket, RI•Alleghany County, VA
•City & Schools of Waynesboro, VA•City of Colonial Heights, VA•City of Manassas, VA•Prince George County, VA•Stafford County Public Schools, VA•Town of Herndon, VA•Town of Vienna, VA•Williamsburg-James City County Public
Schools, VA•Wythe County, VA
ATTACHMENT 2
as of 3/21/2022 Page 2 of 2
“A proposal was received from the City’s current software vendor to upgrade to their new product ONESolution. However … Tyler Technologies' Munis provides the most functionality.” City of Sanibel, FL
For communities, schools, and special districts, maintaining fiscal responsibility and providing timely customer centric services is paramount
to success. Many managing operations with CentralSquare have now chosen the industry’s leading, functionally-robust ERP Solution: Tyler.
Clients who have switched to Tyler across the United States (click to jump to):
• West
• East
• Midwest
• South
Midwest
• City of Dubuque, IA • City of Bloomington, IL • City of Elmhurst, IL • City of Joliet, IL • City of Naperville, IL • City of Peoria, IL • City of Quincy, IL • Village of Elk Grove, IL • Village of Gurnee, IL
• Village of Orland Park, IL • Village of Woodridge, IL • City of Dodge City, KS • City of Hutchinson, KS • City of Lenexa, KS • City of Paducah, KY • City of Bloomington, MN • City of Mankato, MN • Crow Wing County, MN
• City of Belton, MO • City of Columbia, MO • Waynesville R-VI School District, MO • City of Minot, ND • City of Rapid City, SD • City of Sioux Falls, SD • City of Dublin, OH • City of Gahanna, OH • Columbus Metropolitan Library, OH
South
• City of Opelika, AL • City of Bentonville, AR • City of Fort Smith, AR • City of Altamonte Springs, FL • City of Coral Springs, FL • City of Dunedin, FL • City of Fort Pierce, FL • City of Hallandale Beach, FL • City of Jacksonville Beach, FL • City of Kissimmee, FL • City of Miramar, FL • City of Naples, FL • City of New Port Richey, FL • City of Ormond Beach, FL • City of Pembroke Pines, FL • City of Sanibel, FL • City of Sunrise, FL • City of Winter Park, FL • Emerald Coast Utilities Authority, FL • Flagler County, FL • Flagler County Sheriff’s Office, FL • Marion County, FL • St Johns County Sheriff's Office, FL • Town of Jupiter, FL
• Village of Wellington, FL • Walton County, FL • Chatham County, GA • City of Alpharetta, GA • City of Johns Creek, GA • City of Roswell, GA • City of Sandy Springs, GA • City of Smyrna, GA • Hall County, GA • Henry County, GA • City and Parish of Baton Rouge – East
Baton Rouge, LA • City of Bossier City, LA • Chatham County, NC • City of Asheville, NC • City of Greenville, NC • City of Hickory, NC • City of Monroe, NC • City of New Bern, NC • City of Wilmington, NC • Craven County, NC • Harnett County, NC • Rowan County, NC • Scotland County, NC
• Town of Morrisville, NC • Orangeburg County, SC • Hamilton County School District, TN • Alvin Independent School Dist, TX • City of Allen, TX • City of Burleson, TX • City of College Station, TX • City of Duncanville, TX • City of Farmers Branch, TX • City of Irving, TX • City of League City, TX • City of Missouri City, TX • City of North Richland Hills, TX • City of Odessa, TX • City of Port Arthur, TX • City of Richardson, TX • City of Rowlett, TX • City of Sugar Land, TX • City of Waco, TX • City of Wichita Falls, TX • Collin County, TX • Lewisville Independent School Dist, TX • Round Rock Independent School Dist, TX • Socorro Independent School Dist, TX