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Item 4.1 - Award of Contract for purchase and implementation of Tyler Munis Finance, H.R. and Payroll System and NextLevelCity of Poway COUNCIL AGENDA REPORT APPROVED d APPROVED AS AMENDED 9 (SEE MINUTES) DENIED 0 REMOVED 9 CONTINUED RESOLUTION NO. DATE: May 2, 2017 TO: Honorable Mayor and Members of the City Council FROM: Peter Moote, Acting Finance DirectoK1h CONTACT: Brad Rosen, Information Technology \\ Manager (858) 668-4452 or brosen@poway.org y� SUBJECT: Summary: Approval of Agreement between the City of Poway and Tyler Technologies, Inc. for the Purchase and Implementation of a Finance, Human Resources and Payroll System; Approval of Agreement with NexLevel Information Technology, Inc. for Project Management Services; Approval of Contingency Funds for Staffing and Purchase of Hardware/Software. The City's current business system software, Ellucian Banner (Banner), was implemented in 1994. While the City has successfully used the Banner Finance and HR modules for many years, the company's focus for the Banner product has been to develop primarily for their higher education client base, which now represents the majority of Banner deployments. In addition, Ellucian's changes to their higher education modules have caused issues with Poway's Banner implementation. As a result, Banner upgrades have, at times, been difficult to accomplish and have taken long periods to complete. Additionally, the Banner system operates on a SUN Microsystems Unix server and an Oracle database. While this has been an extremely stable computing environment, it requires a specialized skillset to maintain, and the City has found it necessary to contract with an outside vendor to provide technical support. Although our consultant has done an excellent job with our environment, vendors that support the Banner software suite are scarce. This is cause for concern as our system continues to age. Additionally, with pending retirements in the Finance and Human Resources departments, the City will lose in-house expertise in the Banner system, causing concern regarding its continued use. Through the implementation of an up-to-date Enterprise Resource Planning (ERP) system and best business practices, the City can gain operational efficiencies by eliminating redundant processes, while improving business process workflow and integration between applications. Examples of improved processes include the electronic routing and processing of purchase requisitions, warrant requests, and human resources actions, and enhanced department access to budget development, management and reporting tools with minimal reliance on Finance staff. An important focus of this project will be to reevaluate existing business processes, and revise procedures to fully leverage a new system capable of facilitating the flow of information within a single unified system. 1 of 117 May 2, 2017, Item #4.1 Approval of an Agreement for ERP Implementation May 2, 2017 Page 2 Based on the duration and comprehensive nature of this project and the City's current staffin g level, staff recommends contracting for the expertise of an experienced professional (i.e., consultant) to assist with the planning, managing and monitoring of the system's implementation. Staff has found other agencies with comparable staffing and resources that have successfully utilized a consultant to act as an ERP Project Manager, and recommended that Poway take this approach. Recommended Action: Authorize the City Manager to enter into an agreement with Tyler Technologies Inc., for purchase and implementation of the MUNIS ERP software; and an agreement with NexLevel Information Technology, Inc. (NexLevel), for implementation project management; and approval of contingency funds for overtime and /or additional temporary staffing; and purchase of required hardware to support this application. Discussion: In selecting a preferred provider, staff worked with our consultant, NexLevel, to draft a Request for Proposal (RFP) that included a detailed list of software functional requirements across all desired applications. The requirements were developed in consultation with key users from every City department. The City issued an RFP in May 2016 and received proposals from Tyler Technologies, Inc. (Tyler) and Cogsdale Corporation (Cogsdale). The small number of proposals received was the result of a recently changed marketplace for mid -sized local government ERP systems due to larger companies acquiring their competition. RFP cost results are as follows: Cctrr� an . .... P`ro oral Arnc unfi .. - ..... .......... Tyler Technolo ies $502,433 Cogsdale $913,174 With assistance from NexLevel consultants, staff engaged in a comprehensive multi -step process to review and select a preferred vendor. The core evaluation team analyzed and ranked responses based on the following factors: ability to meet City's functional requirements, costs within budget, implementation methodology, compatibility with the q City's technology standards, support availability, financial stability of the vendor, and the overall RFP response submitted. From this analysis, Cogsdale was eliminated and Tyler was selected. A citywide evaluation team consisting of representatives from multiple departments was formed to evaluate and score the proof of capabilities (POC) of the Munis system. Tyler representatives presented their proposal following a City compiled script to demonstrate their system's functionality compared to City requirements, and responded to questions. Evaluation team members completed Evaluation Reports, rated the application as presented, and scored Tyler based on pre- determined criteria, including reference checks, site visits, risk mitigation, proof of concept ranking, total cost, product support, and disaster recovery. 2 of 117 May 2, 2017, Item ##4.1 Approval of an Agreement for ERP Implementation May 2, 2017 Page 3 Based on the findings of the evaluation team, staff is recommending Tyler as the highest qualified vendor that best meets the needs of the City. Tyler distinguished itself during q . the selection process by offering a cost competitive system with comprehensive features p .. . including orkflow processing and advanced reporting capabilities, third party interface g p capabilities, excellent customer references, and qualified support and implementation staff. Tyler has installed over 1,400 similar systems throughout the country, focusing exclusively on the public sector. Additionally, Tyler's Munis software suite is currently installed in over 80 public sector agencies in California, including the cities of Encinitas, San Marcos Vista, El Cajon, Chino, Covina, Glendale, Mission Viejo, Newport Beach, Pasadena Perris, Santa Barbara, Santa Monica, Simi Valley, Upland, Victorville and Walnut Creek. The use of Tyler's Munis software by neighboring cities in San Diego provides staff the ability to learn from their experiences and incorporate best practices in p Y the implementation and ongoing use of the system. Implementation of the project is expected to last approximately 18 months and will p p 1 address the core functions of finance, payroll, and human resources. Total cost for the Tyler software licenses, implementation, data conversion, training, and travel is $502,433. Staff has identified several optional Tyler modules that could be implemented in the future but are not required during the initial phase of the implementation. Total cost of the . optional modules for possible future consideration is $66,537 and is requested as part of p p this approval. The FY17 -18 proposed budget will include requests to attend the Tyler pp users conference for enhanced staff training, best practices in use of the system, and to learn about upcoming and enhanced features. The annual maintenance and support fees for the first year have been waived. The second Y ear annual maintenance, full -site licensing and support fees are anticipated to The on be $44,065. annual support and maintenance costs will be absorbed by the ongoing elimination of comparable existing license, maintenance and support costs for the current ERP system. Based on the duration and comprehensive nature of the project, staff recommends contractin g for the expertise of an experienced consultant to assist in planning, managing, p monitoring nd executing the implementation of the ERP system. Input was requested g g from other agencies that have completed similar implementations, and the use of a project implementation manager was strongly recommended. To address this need, the City p g recommends utilizin g NexLevel to continue to work with the City as an extension of their current agreement. NexLevel has extensive experience in project management and business p rocess analysis, including specific experience with the Tyler Munis system. City nformation Technology staff will serve as the internal project manager, and provide y gY oversight of the project in conjunction with NexLevel. Staff recommends entering into an agreement with NexLevel for the duration of this project. The consultants responsibilities will include: • Analyzing and documenting miscellaneous notes, manual processes and Y g independent data repositories. • Workin g Y with the City's project manager and Tyler to develop a project plan, monitor progress against the plan and update the plan as needed. 3 of 117 May 2, 2017, Item #4.1 Approval of an Agreement for ERP Implementation May 2, 2017 Page 4 • Identifying and resolving project implementation and support issues. • Performing assigned system administration tasks for Munis applications. • Facilitating status meetings with the vendor and project team and department user meetings as necessary. • Performing assigned tasks related to user acceptance testing of the systems for the above applications. • Performing assigned tasks related to the documentation of business processes and review with subject matter experts. • Providing bi- weekly status reports for vendor status meetings. Staff estimates the need for an average of 52 hours per month of consulting from NexLevel to support this project. NexLevel will only bill for actual hours required as determined by the City, under a contract not to exceed $163,800. In addition to support from NexLevel, staff resources will be impacted for the duration of this Jro'ect. Staff from Human Resources and Finance, as well as analyst and p administrative staff from other departments, will be required to perform extensive testing durin g the implementation of the software. Significant tasks include the building of a new chart of accounts, data conversion, accuracy of employee data, benefit information, deduction and pay codes, and reporting. Additionally, when the Tyler implementation team is on -site, subject matter expert City staff will need to fully devote time to the project. This effort will either require overtime or the need to backfill positions with temporary staff. Staff is requesting contingency funds in the amount of $85,000 for this purpose. The Tyler Munis system will be run on a Microsoft operating system and be housed in a Microsoft SQL database. Per specifications provided by Tyler, additional server hardware and Microsoft software must be purchased to support this environment. Total cost for hardware and software is $29,500. The entire cost of the project, including the Munis software suite, Tyler implementation services, implementation consulting, overtime and additional temporary staffing resources and server hardware is $847,270. Environmental Review: This item is not subject to CEQA review. Fiscal Impact: The FY 2016 -17 budget provides $785,000 toward the project, requiring an additional appropriation ro riation of $62,270. The source of funding for the project is the Capital Replacement Fund 0108 -611). To ensure sufficient funds are available in any given fiscal year for the replacement of City equipment, vehicles, and major systems that have reached the end of their useful life, annual operating budgets include an allocation towards anticipated replacement costs based on projected useful life. Funding levels for the replacement p allocations are adjusted with each budget cycle to ensure sustainability of the City's replacement program. 4 of 117 May 2, 2017, Item #4.1 Approval of an Agreement for ERP Implementation May 2, 2017 Page 5 Public Notification: A co of this notice was provided to Tyler Technologies Inc., One Tyler Drive, Yarmouth, copy � ME 04096, and NexLevel Information Technology, Inc., 6829 Fair Oaks Blvd., Suite 100, Carmichael, CA 95608. Attachments: A. Tyler Technologies License and Service Agreement B. Solution Pricing Summary C. Consulting Services Agreement with NexLevel Information Technology, Inc. Reviewed /Approved By Wend aserman Assistant City Manager Reviewed By: Morgan Foley City Attorney Approved By: Tina M. White City Manager 5 of 117 May 2, 2017, Item #4.1 LICENSE AND SERVICES AGREEMENT This License and Services Agreement is made between Tyler Technologies, Inc. a Delaware corporation (“Tyler”) and the City of Poway, a general law city and municipal corporation (“Client”). WHEREAS, Client selected Tyler to license the software products and perform the services set forth in the Investment Summary and Tyler desires to perform such actions 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 License and Services Agreement. •“Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B. •“Client” means City of Poway, CA. •“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. •“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 on which your authorized representative signs the Agreement. •“Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. •“Investment Summary” means the agreed upon cost proposal for the software, products, and services attached as Exhibit A. •“Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B. •“Maintenance and Support Agreement” means the terms and conditions governing the provision of maintenance and support services to all of our customers. A copy of our current Maintenance and Support Agreement is attached as Exhibit C. •“Support Call Process” means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C. •“Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Software, as applicable and attached as Exhibit D. •“Third Party Hardware” means the third party hardware, if any, identified in the Investment Summary. ATTACHMENT A6 of 117 May 2, 2017, Item #4.1 •“Third Party Products” means the Third Party Software and Third Party Hardware. •“Third Party Software” means the third party software, if any, identified in the Investment Summary. •“Tyler” means Tyler Technologies, Inc., a Delaware corporation. •“Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement. •“we”, “us”, “our” and similar terms mean Tyler. •“you” and similar terms mean Client. SECTION B – SOFTWARE LICENSE 1.License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. 1.2 Without limiting the terms of Section 1.1, you understand and agree that the Transparency Portal modules set forth in the Investment Summary are licensed to you on a subscription basis. If you do not pay the required annual fee in accordance with the Invoicing and Payment Policy, your license to use the associated module will be suspended unless and until payment in full has been made. 1.3 The Documentation is licensed to you and may be used and copied by your employees for internal, non- commercial reference purposes only. 1.4 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties. 1.5 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.6 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold. 2.License Fees. You agree to pay us the license fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 3.Escrow. We maintain an escrow agreement with a third party under which we place the source code for each major release of the Tyler Software. You may be added as a beneficiary to the escrow agreement by 7 of 117 May 2, 2017, Item #4.1 completing a standard beneficiary enrollment form and paying the annual beneficiary fee set forth in the Investment Summary. You will be responsible for maintaining your ongoing status as a beneficiary, including payment of the then-current annual beneficiary fees. Release of source code for the Tyler Software is strictly governed by the terms of the escrow agreement. 4.Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement. 5.Tyler Software Data Dictionary. Tyler shall make available to the Client, upon request, after execution of this Agreement, the data dictionary for the Munis database installed in connection with this Agreement, including information about tables and views. Tyler specifically acknowledges and agrees that such data dictionary contains tables (defaults and keys) and views. The Client specifically acknowledges and agrees that the data dictionary contains proprietary Tyler Confidential Information as that term is defined in Section 17 of this Agreement and shall only be disclosed if required by law and then, only after the procedures set forth in Section 17 are complied with. The information should be rendered to Client in one of the following generally acceptable formats, with the choice of format at Tyler’s option: 5.1 Desktop publishing quality document consistent with technical documentation presentations (e.g. PDF, MS Word) 5.2 Spreadsheet workbook (e.g. OpenOffice, Excel) 5.3 Narratives with graphical supplements (e.g. Visio, PowerPoint) 5.4 Any other format mutually agreed upon by the Client and Tyler SECTION C – PROFESSIONAL SERVICES 1.Services. We will provide you the various implementation-related services itemized in the Investment Summary and described in our industry standard implementation plan. We will finalize that documentation with you upon execution of this Agreement. 2.Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours. 3.Additional Services. The Investment Summary contains the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote. 4.Cancellation. We make all reasonable efforts to schedule our personnel for travel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non- refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional 8 of 117 May 2, 2017, Item #4.1 services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments. 5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re- perform such services at no additional cost to you. 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. You further agree to provide a reasonably suitable environment, location, and space for the installation of the Tyler Software and any Third Party Products, including, without limitation, sufficient electrical circuits, cables, and other reasonably necessary items required for the installation and operation of the Tyler Software and any Third Party Products. 7. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission). 8. Personnel 8.1 Project Manager. Each party shall appoint a project manager. The project managers shall meet as needed to coordinate, review and ensure Tyler’s performance under the Agreement. Client’s project manager will oversee the administration of Tyler’s tasks under this Agreement. 8.2 Personnel. Tyler shall exercise commercially reasonable efforts to not reassign its personnel assigned to Client’s projects. Client may request personnel changes with or without cause. Client shall permit Tyler reasonable opportunity to cure requests to remove personnel for cause. Any replacement personnel assigned by Tyler shall have sufficient experience and familiarity with the Client’s project in order to provide services in accordance with the requirements of this Agreement prior to Tyler designating personnel. If Client disputes that Tyler personnel assigned to the Client have sufficient experience and familiarity with the Client’s project in order to provide services in accordance with the requirements of this Agreement, then the dispute will be resolved by proceeding with the dispute process set forth in Section I, Subsection 3 below. 8.3 No Subcontractors. Tyler represents and warrants that it will not use subcontractors in performing this Agreement. SECTION D – MAINTENANCE AND SUPPORT This Agreement includes the period of free maintenance and support services identified in the Invoicing and Payment Policy. If you have purchased ongoing maintenance and support services, and continue to make timely payments for them according to our Invoicing and Payment Policy, we will provide you with maintenance and support services for the Tyler Software under the terms of our standard Maintenance and Support Agreement. 9 of 117 May 2, 2017, Item #4.1 If you have opted not to purchase ongoing maintenance and support services for the Tyler Software, the Maintenance and Support Agreement does not apply to you. Instead, you will only receive ongoing maintenance and support on the Tyler Software on a time and materials basis. In addition, you will: (i) receive the lowest priority under our Support Call Process; (ii) be required to purchase new releases of the Tyler Software, including fixes, enhancements and patches; (iii) be charged our then-current rates for support services, or such other rates that we may consider necessary to account for your lack of ongoing training on the Tyler Software; (iv) be charged for a minimum of two (2) hours of support services for every support call; and (v) not be granted access to the support website for the Tyler Software or the Tyler Community Forum. SECTION E – THIRD PARTY PRODUCTS To the extent there are any Third Party Products set forth in the Investment Summary, the following terms and conditions will apply: 1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 2. Third Party Software. Upon payment in full of the Third Party Software license fees, you will receive a non- transferable license to use the Third Party Software and related documentation for your internal business purposes only. Your license rights to the Third Party Software will be governed by the Third Party Terms. 2.1 We will install onsite the Third Party Software. The installation cost is included in the installation fee in the Investment Summary. 2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party Software, you will be required to pay such additional future fee. 2.3 The right to transfer the Third Party Software to a replacement hardware system is governed by the Developer. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software. 3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware. 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products. 4. Maintenance. If you have a Maintenance and Support Agreement in effect, you may report defects and other issues related to the Third Party Software directly to us, and we will (a) directly address the defect or issue, to the extent it relates to our interface with the Third Party Software; and/or (b) facilitate resolution 10 of 117 May 2, 2017, Item #4.1 with the Developer, unless that Developer requires that you have a separate, direct maintenance agreement in effect with that Developer. In all events, if you do not have a Maintenance and Support Agreement in effect with us, you will be responsible for resolving defects and other issues related to the Third Party Software directly with the Developer. SECTION F – INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you for all fees set forth in the Investment Summary per our Invoicing and Payment Policy, subject to Section F(2). 2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within 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 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 G – TERMINATION 1. For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section I(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section I(3). In the event of termination for cause, 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. 2. Without Cause. You may unilaterally terminate this Agreement without cause upon thirty (30) days written notice. In the event of such a termination, you will pay us for all undisputed fees and expenses related to the software and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Any disputed fees and expenses must have been submitted to the Invoice Dispute process set forth in Section F(2) prior to the effective date of termination in order to be withheld at termination. You will not be entitled to a refund or offset of previously paid license and other fees. 3. Lack of Appropriations. If you should not appropriate or otherwise receive funds sufficient to purchase, lease, operate, or maintain the software or services set forth in this Agreement, you may unilaterally terminate this Agreement effective on the final day of the fiscal year through which you have funding. You will make every effort to give us at least thirty (30) days written notice prior to a termination for lack of appropriations. In the event of termination due to a lack of appropriations, you will pay us for all undisputed fees and expenses related to the software and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Any disputed fees and expenses must have been submitted to the Invoice Dispute process set forth in Section F(2) at the time of termination in order to be withheld at termination. You will not be entitled to a refund or offset of previously paid license and 11 of 117 May 2, 2017, Item #4.1 other fees. 4. Force Majeure. Except for your payment obligations, either you or we may terminate this Agreement if a Force Majeure event suspends performance of scheduled tasks for a period of forty-five (45) days or more. In the event of termination due to Force Majeure, you will pay us for all undisputed fees and expenses related to the software and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Any disputed fees and expenses must have been submitted to the Invoice Dispute process set forth in Section F(2) at the time of termination in order to be withheld at termination. You will not be entitled to a refund or offset of previously paid license and other fees. SECTION H – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Our obligations under this Section H(1) will not apply to the extent the claim or adverse final judgment is based on your: (a) use of a previous version of the Tyler Software and the claim would have been avoided had you installed and used the current version of the Tyler Software, and we provided notice of that requirement to you; (b) combining the Tyler Software with any product or device not provided, contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any modification by third parties at your direction or otherwise permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties; or (e) willful infringement, including use of the Tyler Software after we notify you to discontinue use due to such a claim. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; (c) replace it with a functional equivalent; or (d) terminate your license and refund the license fees paid for the infringing Tyler Software, as depreciated on a straight- line basis measured over seven (7) years from the Effective Date. We will pursue those options in the order listed herein. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 12 of 117 May 2, 2017, Item #4.1 2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense. 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) PRIOR TO FORMAL TRANSITION TO MAINTENANCE AND SUPPORT, THE TOTAL ONE-TIME FEES SET FORTH IN THE INVESTMENT SUMMARY; OR (B) AFTER FORMAL TRANSITION TO MAINTENANCE AND SUPPORT, THE THEN-CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS H(1) AND H(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of additional insured endorsements and certificates of insurance upon your written request. SECTION I – GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date, and thereafter at our then- 13 of 117 May 2, 2017, Item #4.1 current list price, by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then-current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date. 3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. 5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement 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 14 of 117 May 2, 2017, Item #4.1 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. 16. Client Lists. You agree that we may identify you by name in client lists. We may only identify you in marketing presentations and promotional materials after receiving your written consent. 17. Records and Confidentiality. a. Records. Tyler shall maintain complete and accurate records with respect to services, sales, costs, expenses, receipts and other such information directly related to the performance of services under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Tyler shall provide reasonable access to such records to the representatives of Client of its designees at least annually, with one week advance written notice, and shall give Client the right to examine and audit said records, shall permit Client to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings, and activities directly related to this Agreement, subject to the requirement that the Client pay for such audit. Client has the right to request follow up audit visits related to initial audit findings as reasonably 15 of 117 May 2, 2017, Item #4.1 needed. Tyler shall not unreasonably refuse such requests. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment from Client. b.Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: 1.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; 2.a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; 3.a party receives from a third party who has a right to disclose it to the receiving party; or 4.is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law. 18.Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license. 19.Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law. 20.Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 21.Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement. 22.Contract Documents & Order of Precedence. This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Schedule 1: Business Travel Policy 16 of 117 May 2, 2017, Item #4.1 Exhibit C Maintenance and Support Agreement Schedule 1: Support Call Process Exhibit D DocOrigin End User License Agreement Exhibit E Tyler Technologies Statement of Work (SOW) Exhibit F Tyler Technologies Proposal for Enterprise Resource Planning System and Implementation Services dated 5/19/16 (Tyler “Proposal”) Exhibit G City of Poway Request for Proposal for Enterprise Resource Planning System and Implementation Services dated 4/14/2016 (Client “RFP”) In the event any parts of this Agreement conflict, the following order of precedence shall be adhered to: 1. Agreement Sections A-I & Exhibits A-E 2. Exhibit F – Tyler’s Proposal 3. Exhibit G – Client’s RFP 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. City of Poway By: By: Name: Name: Title: Title: Date: Date: Address for Notices: Address for Notices: Tyler Technologies, Inc. City of Poway One Tyler Drive City of Poway Customer Service Division Yarmouth, ME 04096 13325 Civic Center Drive Attention: Associate General Counsel Poway, CA 92064 Attention: 17 of 117 May 2, 2017, Item #4.1 Exhibit A Investment Summary The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. See Attachment B 18 of 117 May 2, 2017, Item #4.1 Exhibit B Invoicing and Payment Policy We will provide you with the software and services set forth in the Investment Summary. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable license and services fees in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1. Tyler Software. 1.1 License Fees: License fees totaling $219,375.00 (as set forth in Exhibit A – Investment Summary) will be invoiced on the following payment milestones: License Fee % License Fee Amount Payment Milestone 25% of total Tyler Software license fees $54,843.75 Effective Date 50% of total Tyler Software License Fees $109,687.50 On the date when we make the applicable Tyler Software available to you for downloading (the “Available Download Date”) 25% of total Tyler Software license fees $54,843.75 Sixty (60) days following the earlier of (1) use of the Tyler Software in live production for Phase 2, or (2) January 1, 2019. *Phase designations for applications are specified in Section 1.2 Project Timeline in the Statement of Work. To the extent a live date is delayed and such delay is solely due to Tyler’s failure to perform its obligations under this Agreement, the payment may be delayed by an amount of time equal to the delay so caused by Tyler. 1.2 Maintenance and Support Fees: Year 1 maintenance and support fees are waived through the earlier of (a) availability of the Tyler Software for use in a live production environment; or (b) one (1) year from the Effective Date. Year 2 maintenance and support fees will remain flat and are payable on that earlier-of date, and subsequent maintenance and support fees are invoiced annually in advance of each anniversary thereof. Annual maintenance and support fees for years 3 and 4 will increase no more than 5%, year over year. Your fees for each subsequent year will be set at our then-current rates. 2. Professional Services. 19 of 117 May 2, 2017, Item #4.1 2.1 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. 2.2 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they will be invoiced 50% upon your acceptance of the Business System Design document, 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. 2.3 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis. 2.4 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in the Maintenance and Support Agreement. 2.5 Other Fixed Price Services: Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following the project kick-off meeting. 2.6 Change Management Services: If you have purchased any change management services, those services will be invoiced in the following amounts and upon the following milestones: Acceptance of Change Management Discovery Analysis 15% Delivery of Change Management Plan and Strategy Presentation 10% Acceptance of Executive Playbook 15% Acceptance of Resistance Management Plan 15% Acceptance of Procedural Change Communications Plan 10% Change Management Coach Training 20% Change Management After-Action Review 15% 3. Third Party Products. 3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading. 3.2 Third Party Software Maintenance: The first year maintenance fees for the Third Party Software, if any, is invoiced when we make that Third Party Software available to you for downloading. 20 of 117 May 2, 2017, Item #4.1 3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery. 4. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses will be billed as incurred and only in accordance with our then-current Business Travel Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided upon request. 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: Bank: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA: 121000248 Account: 4124302472 Beneficiary: Tyler Technologies, Inc. – Operating 21 of 117 May 2, 2017, Item #4.1 Exhibit B Schedule 1 Business Travel Policy 1. Air Travel A. Reservations & Tickets Tyler’s Travel Management Company (TMC) 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 day advance booking requirement is mandatory. When booking less than seven days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is scheduled to exceed six hours, only economy or coach class seating is reimbursable. B. Baggage Fees Reimbursement of personal baggage charges are based on trip duration as follows: • Up to five days = one checked bag • Six or more days = two checked bags Baggage fees for sports equipment are not reimbursable. 2. Ground Transportation A. Private Automobile Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be 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. 22 of 117 May 2, 2017, Item #4.1 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; 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. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status 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. 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 23 of 117 May 2, 2017, Item #4.1 governed as set forth below. Departure Day Depart before 12:00 noon Lunch and dinner Depart after 12:00 noon Dinner Return Day Return before 12:00 noon Breakfast Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows: • Breakfast 15% • Lunch 25% • Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner 5. Internet Access – Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable. 24 of 117 May 2, 2017, Item #4.1 Exhibit C Maintenance and Support Agreement We will provide you with the following maintenance and support services for the Tyler Software. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. 1. Term. We provide maintenance and support services on an annual basis. The initial term commences on the Effective Date, and remains in effect for one (1) year. The term will renew automatically for additional one (1) year terms unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current term. We will adjust the term to match your first use of the Tyler Software in live production if that event precedes the one (1) year anniversary of the Effective Date. 2. Maintenance and Support Fees. Your year 1 maintenance and support fees for the Tyler Software are listed in the Investment Summary, and your payment obligations are set forth in the Invoicing and Payment Policy. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within thirty (30) days of our written notice. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended. 3. Maintenance and Support Services. As long as you are not using the Help Desk as a substitute for our training services on the Tyler Software, and you timely pay your maintenance and support fees, we will, consistent with our then-current Support Call Process: 3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (limited to the then-current version and the immediately prior version); provided, however, that if you modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the Tyler Software will be void; 3.2 provide telephone support during our established support hours; 3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services; 3.4 provide you with a copy of all major and minor releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 3.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with our then-current release life cycle policy. 4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support services 25 of 117 May 2, 2017, Item #4.1 remotely. Currently, we use a third-party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain a VPN for backup connectivity purposes. 5. Hardware and Other Systems. If you are a self-hosted customer and, in the process of diagnosing a software support issue, it is discovered that one of your peripheral systems or other software is the cause of the issue, we will notify you so that you may contact the support agency for that peripheral system. We cannot support or maintain Third Party Products except as expressly set forth in the Agreement. In order for us to provide the highest level of software support, you bear the following responsibility related to hardware and software: (a) All infrastructure executing Tyler Software shall be managed by you; (b) You will maintain support contracts for all non-Tyler software associated with Tyler Software (including operating systems and database management systems, but excluding Third-Party Software, if any); and (c) You will perform daily database backups and verify that those backups are successful. 6. Other Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (c) application design; (d) other consulting services; (e) maintenance and support of an operating system or hardware, unless you are a hosted customer; (f) support outside our normal business hours as listed in our then-current Support Call Process; or (g) installation, training services, or third party product costs related to a new release. Requested maintenance and support services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks’ advance notice. 7. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this Exhibit C at Schedule 1. 26 of 117 May 2, 2017, Item #4.1 Exhibit C Schedule 1 Support Call Process Support Channels Tyler Technologies, Inc. provides the following channels of software support: (1) Tyler Community – an on-line resource, Tyler Community provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (2) On-line submission (portal) – for less urgent and functionality-based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website. (3) Email – for less urgent situations, users may submit unlimited emails directly to the software support group. (4) Telephone – for urgent or complex questions, users receive toll-free, unlimited telephone software support. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website – www.tylertech.com – for accessing client tools and other information including support contact information. (2) Tyler Community – available through login, Tyler Community provides a venue for clients to support one another and share best practices and resources. (3) Knowledgebase – A fully searchable depository of thousands of documents related to procedures, best practices, release information, and job aides. (4) Program Updates – where development activity is made available for client consumption Support Availability Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday – Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage across these time zones. Tyler’s holiday schedule is outlined below. There will be no support coverage on these days. New Year’s Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day Labor Day 27 of 117 May 2, 2017, Item #4.1 Issue Handling Incident Tracking Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique incident number. This system tracks the history of each incident. The incident tracking number is used to track and reference open issues when clients contact support. Clients may track incidents, using the incident number, through the portal at Tyler’s website or by calling software support directly. Incident Priority Each incident is assigned a priority number, which corresponds to the client’s needs and deadlines. The client is responsible for reasonably setting the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain “characteristics” may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the client towards clearly understanding and communicating the importance of the issue and to describe generally expected responses and resolutions. Priority Level Characteristics of Support Incident Resolution Targets 1 Critical Support incident that causes (a) complete application failure or application unavailability; (b) application failure or unavailability in one or more of the client’s remote location; or (c) systemic loss of multiple essential system functions. Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of the support incident. Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within one (1) business day. For non-hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. 2 High Support incident that causes (a) repeated, consistent failure of essential functionality affecting more than one user or (b) loss or corruption of data. Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the support incident. Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within ten (10) business days. For non-hosted customers, Tyler’s responsibility for loss or corrupted data is limited to assisting the client in restoring its last available database. 3 Medium Priority Level 1 incident with an existing circumvention procedure, or a Priority Level 2 incident that affects only one user or for which there is an existing circumvention procedure. Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of the support incident. Tyler shall use commercially reasonable efforts to resolve such support incidents without the need for a circumvention procedure with the next published maintenance update or service pack. For non-hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. 28 of 117 May 2, 2017, Item #4.1 Priority Level Characteristics of Support Incident Resolution Targets 4 Non- critical Support incident that causes failure of non-essential functionality or a cosmetic or other issue that does not qualify as any other Priority Level. Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days. Tyler shall use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future version release. Incident Escalation Tyler Technology’s software support consists of four levels of personnel: (1) Level 1: front-line representatives (2) Level 2: more senior in their support role, they assist front-line representatives and take on escalated issues (3) Level 3: assist in incident escalations and specialized client issues (4) Level 4: responsible for the management of support teams for either a single product or a product group If a client feels they are not receiving the service needed, they may contact the appropriate Software Support Manager. After receiving the incident tracking number, the manager will follow up on the open issue and determine the necessary action to meet the client’s needs. On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler encourages clients to communicate the level of urgency or priority of software support issues so that we can respond appropriately. A software support incident can be escalated by any of the following methods: (1) Telephone – for immediate response, call toll-free to either escalate an incident’s priority or to escalate an issue through management channels as described above. (2) Email – clients can send an email to software support in order to escalate the priority of an issue (3) On-line Support Incident Portal – clients can also escalate the priority of an issue by logging into the client incident portal and referencing the appropriate incident tracking number. Remote Support Tool Some support calls require further analysis of the client’s database, process or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Support is able to quickly connect to the client’s desktop and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. 29 of 117 May 2, 2017, Item #4.1 Exhibit D DocOrigin End User License Agreement REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 30 of 117 May 2, 2017, Item #4.1 31 of 117 May 2, 2017, Item #4.1 32 of 117 May 2, 2017, Item #4.1 33 of 117 May 2, 2017, Item #4.1 34 of 117 May 2, 2017, Item #4.1 35 of 117 May 2, 2017, Item #4.1 Exhibit E Tyler Proposal Tyler Technologies Proposal for Enterprise Resource Planning System and Implementation Services dated 5/19/16 (Tyler “Proposal”) incorporated by reference. On file at City Clerk’s Office. 36 of 117 May 2, 2017, Item #4.1 Exhibit F Client RFP City of Poway Request for Proposal for Enterprise Resource Planning System and Implementation Services dated 4/14/2016 (Client “RFP”) incorporated by reference. On file at City Clerk’s Office. 37 of 117 May 2, 2017, Item #4.1 Exhibit G Statement of Work follows this page. 38 of 117 May 2, 2017, Item #4.1 Statement of Work Enterprise Group, Tyler Technologies Prepared for: City of Poway, CA 13325 Civic Center Drive, Poway, CA 85866 Prepared by: Jen Wahlbrink One Tyler Drive, Yarmouth, ME 04096 Tyler Technologies, Inc. www.tylertech.com 39 of 117 May 2, 2017, Item #4.1 Table of Contents 1 EXECUTIVE SUMMARY .................................................................................................................5 1.1 PROJECT OVERVIEW ............................................................................................................................ 5 1.2 PROJECT TIMELINE .............................................................................................................................. 5 1.3 PROJECT METHODOLOGY OVERVIEW ..................................................................................................... 6 2 PROJECT GOVERNANCE ...............................................................................................................7 2.1 CLIENT GOVERNANCE .......................................................................................................................... 7 2.1.1 Client Project Manager ........................................................................................................... 7 2.1.2 Steering Committee ................................................................................................................. 7 2.1.3 Executive Sponsor(s) ................................................................................................................ 8 2.2 TYLER GOVERNANCE ............................................................................................................................ 8 2.2.1 Tyler Project Manager ............................................................................................................. 8 2.2.2 Tyler Implementation Management ....................................................................................... 8 2.2.3 Tyler Executive Management .................................................................................................. 8 2.3 ACCEPTANCE AND ACKNOWLEDGMENT PROCESS ..................................................................................... 9 3 OVERALL PROJECT ASSUMPTIONS ............................................................................................. 10 3.1 PROJECT, RESOURCES AND SCHEDULING ............................................................................................... 10 3.2 DATA CONVERSION ........................................................................................................................... 10 3.3 DATA EXCHANGES, MODIFICATIONS, FORMS AND REPORTS ..................................................................... 11 3.4 HARDWARE AND SOFTWARE ............................................................................................................... 12 3.5 EDUCATION ...................................................................................................................................... 12 4 IMPLEMENTATION STAGES ........................................................................................................ 13 4.1 WORK BREAKDOWN STRUCTURE (WBS) .............................................................................................. 13 4.2 INITIATE & PLAN (STAGE 1) ................................................................................................................ 15 4.2.1 Tyler Internal Coordination & Planning ................................................................................. 15 4.2.2 System Infrastructure Planning ............................................................................................. 16 4.2.3 Project/Phase Planning ......................................................................................................... 17 4.2.4 Project Schedule .................................................................................................................... 18 4.2.5 Stakeholder Presentation ...................................................................................................... 19 4.2.6 Control Point 1: Initiate & Plan Stage Acceptance ................................................................ 20 4.3 ASSESS & DEFINE (STAGE 2) ............................................................................................................... 21 4.3.1 Fundamentals Review ........................................................................................................... 21 4.3.3 Current/Future State Analysis ............................................................................................... 22 4.3.4 Data Conversion Planning & Mapping .................................................................................. 23 4.3.5 Standard 3rd Party Data Exchange Planning ........................................................................ 24 4.3.6 Modification Analysis & Specification, if contracted ............................................................. 25 40 of 117 May 2, 2017, Item #4.1 4.3.7 Forms & Reports Planning ..................................................................................................... 26 4.3.8 System Deployment ............................................................................................................... 27 4.3.9 Control Point 2: Assess & Define Stage Acceptance .............................................................. 28 4.4 BUILD & VALIDATE (STAGE 3) ............................................................................................................. 30 4.4.1 Configuration & Power User Training ................................................................................... 30 4.4.2 Data Conversion & Validation ............................................................................................... 31 4.4.3 Standard 3rd Party Data Exchange Validation ..................................................................... 32 4.4.4 Modification Delivery & Validation, if contracted ................................................................. 33 4.4.5 Forms & Reports Validation .................................................................................................. 34 4.4.6 Control Point 3: Build & Validate Stage Acceptance ............................................................. 35 4.5 FINAL TESTING & TRAINING (STAGE 4) ................................................................................................. 36 4.5.1 Cutover Planning ................................................................................................................... 36 4.5.2 User Acceptance Testing (UAT) ............................................................................................. 37 4.5.3 End User Training .................................................................................................................. 38 4.5.4 Control Point 4: Final Testing & Training Stage Acceptance ................................................. 39 4.6 PRODUCTION CUTOVER (STAGE 5) ....................................................................................................... 40 4.6.1 Final Data Conversion, if applicable ...................................................................................... 40 4.6.2 Production Processing & Assistance ...................................................................................... 41 4.6.3 Transition to Tyler Support .................................................................................................... 42 4.6.4 Schedule Post-production Services, if applicable .................................................................. 43 4.6.5 Control Point 5: Production Cutover Stage Acceptance ........................................................ 44 4.7 PHASE/PROJECT CLOSURE (STAGE 6) ................................................................................................... 45 4.7.1 Close Phase/Project ............................................................................................................... 45 4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance .................................................... 46 5 ROLES AND RESPONSIBILITIES .................................................................................................... 47 5.1 TYLER ROLES AND RESPONSIBILITIES ..................................................................................................... 47 5.1.1 Tyler Executive Management ................................................................................................ 47 5.1.2 Tyler Implementation Management ..................................................................................... 47 5.1.3 Tyler Project Manager ........................................................................................................... 47 5.1.4 Tyler Implementation Consultant .......................................................................................... 48 5.1.5 Tyler Sales .............................................................................................................................. 49 5.1.6 Tyler Software Support .......................................................................................................... 49 5.2 CITY OF POWAY ROLES AND RESPONSIBILITIES ....................................................................................... 49 5.2.1 City of Poway Executive Sponsor ........................................................................................... 49 5.2.2 City of Poway Steering Committee ........................................................................................ 49 5.2.3 City of Poway Project Manager ............................................................................................. 50 5.2.4 City of Poway Functional Leads ............................................................................................. 51 5.2.5 City of Poway Power Users .................................................................................................... 52 5.2.6 City of Poway End Users ........................................................................................................ 52 5.2.7 City of Poway Technical Support ........................................................................................... 52 5.2.8 City of Poway Upgrade Coordinator ...................................................................................... 53 41 of 117 May 2, 2017, Item #4.1 5.2.9 City of Poway Project Toolset Coordinator ............................................................................ 53 5.2.10 City of Poway Change Management Lead ............................................................................ 53 6 GLOSSARY ................................................................................................................................. 54 7 MUNIS CONVERSION SUMMARY ............................................................................................... 57 7.1 ACCOUNTING COA ........................................................................................................................... 57 7.2 ACCOUNTING - ACTUALS .................................................................................................................... 57 7.3 ACCOUNTING - BUDGETS .................................................................................................................... 57 7.4 ACCOUNTS PAYABLE MASTER ............................................................................................................. 57 7.5 ACCOUNTS PAYABLE - CHECKS ............................................................................................................ 57 7.6 CONTRACTS ..................................................................................................................................... 57 7.7 FIXED ASSETS MASTER ....................................................................................................................... 57 7.8 FIXED ASSETS - HISTORY ..................................................................................................................... 58 7.9 GENERAL BILLING CID ....................................................................................................................... 58 7.10 GENERAL BILLING – RECURRING INVOICES ......................................................................................... 58 7.11 GENERAL BILLING – BILLS ............................................................................................................... 58 7.12 INVENTORY MASTER ...................................................................................................................... 58 7.13 INVENTORY – COMMODITY CODES ................................................................................................... 58 7.14 PROJECT GRANT ACCOUNTING ........................................................................................................ 58 7.15 PROJECT GRANT ACCOUNTING - ACTUALS ......................................................................................... 58 7.16 PROJECT GRANT ACCOUNTING – BUDGET ......................................................................................... 58 7.17 PURCHASE ORDERS ........................................................................................................................ 59 7.18 PAYROLL ...................................................................................................................................... 59 7.19 PAYROLL - DEDUCTIONS ................................................................................................................. 59 7.20 PAYROLL – ACCUMULATORS ............................................................................................................ 59 7.21 PAYROLL – ACCRUAL BALANCES ....................................................................................................... 59 7.22 PAYROLL – CHECK HISTORY ............................................................................................................. 59 7.23 PAYROLL – EARNING/DEDUCTION HIST. ............................................................................................ 59 7.24 PAYROLL – APPLICANT TRACKING ..................................................................................................... 59 7.25 PAYROLL – PM ACTION HISTORY ..................................................................................................... 60 7.26 PAYROLL – POSITION CONTROL ....................................................................................................... 60 7.27 PAYROLL – STATE RETIREMENT TABLES ............................................................................................. 60 7.28 PAYROLL – CERTIFICATIONS ............................................................................................................. 60 7.29 PAYROLL – EDUCATION .................................................................................................................. 60 42 of 117 May 2, 2017, Item #4.1 1 Executive Summary 1.1 Project Overview The Statement of Work (SOW) documents the Project scope, methodology, roles and responsibilities, implementation stages, and deliverables for the implementation of Tyler products. The Project goals are to offer the City of Poway the opportunity to make the City of Poway more accessible and responsive to external and internal customer needs and more efficient in its operations through: Streamlining, automating, and integrating business processes and practices Providing tools to produce and access information in a real-time environment Enabling and empowering users to become more efficient, productive and responsive Successfully overcoming current challenges and meeting future goals 1.2 Project Timeline The Project timeline establishes a start and end date for each Phase of the Project. Developed during the Initiate & Plan Stage and revised as mutually agreed to, if needed, the timeline accounts for resource availability, business goals, size and complexity of the Project, and task duration requirements. Phase Functional Areas Modules Start Date Go-Live Date 1A Financials • Accounting General Ledger • Budgeting April 2017 Jan 2018 1B Financials • Cash Management • Project & Grant Accounting • Requisitions • Purchase Orders • eProcurement • Bid Management • Contract Management • Accounts Payable • Accounts Receivable • General Billing • Fixed Assets • CAFR Statement Builder April 2017 July 2018 System Wide • Tyler Reporting Services • Tyler Forms Processing • Munis Office • Role Tailored Dashboard 43 of 117 May 2, 2017, Item #4.1 Phase Functional Areas Modules Start Date Go-Live Date • Tyler Content Manager SE 2 Core Human Resources / Payroll • Payroll w/Employee Self Service • HR Management • Risk Management • Employee Expense Reimbursement January 2018 January 2019 1.3 Project Methodology Overview Tyler bases its implementation methodology on the Project Management Institute’s (PMI) Process Groups (Initiating, Planning, Executing, Monitoring & Controlling, and Closing). Using this model, Tyler developed a 6-Stage Process specifically designed to focus on critical Project success measurement factors. Tailored specifically for Tyler’s public sector clients, the Project methodology contains Stage acceptance Control Points throughout each Phase to ensure adherence to Scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the Project methodology repeats consistently across Phases, and is scaled to meet the City of Poway’s complexity, and organizational needs. 44 of 117 May 2, 2017, Item #4.1 2 Project Governance The purpose of this section is to define the resources required to adequately establish the business needs, objectives, and priorities for the Project; communicate the goals to other Project participants; and provide support and guidance to accomplish these goals. Project governance also defines the structure for issue escalation and resolution, Change Control review and authority, and organizational change management activities. The preliminary governance structure establishes a clear escalation path when issues and risks require escalation above the project manager level. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage. The path below illustrates an overall team perspective where Tyler and the City of Poway collaborate to resolve Project challenges according to defined escalation paths. In the event project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and the City of Poway steering committee become the escalation points to triage responses prior to escalation to the City of Poway 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 City of Poway and Tyler executive sponsors serve as the final escalation point. 2.1 Client Governance Depending on the City of Poway’s organizational structure and size, the following governance roles may be filled by one or more people: 2.1.1 Client Project Manager The City of Poway’s project manager(s) coordinate Project team members, subject matter experts, and the overall implementation schedule and serves as the primary point of contact with Tyler. The City of Poway project manager(s) will be responsible for reporting to the City of Poway steering committee and determining appropriate escalation points. 2.1.2 Steering Committee The City of Poway steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation of the Project’s value throughout the organization. Oversees the City of Poway project manager(s) and the Project as a whole and through participation in regular internal meetings, the City of Poway steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The City of Poway steering committee also provides support to the City of Poway project manager(s) by communicating the importance of the Project to all impacted departments. The City of Poway steering committee is responsible for ensuring the Project has appropriate resources, provides strategic direction to the Project team, for making timely decisions on critical Project issues or policy decisions. The City of Poway steering committee also serves as primary level of issue resolution for the Project. 45 of 117 May 2, 2017, Item #4.1 2.1.3 Executive Sponsor(s) The City of Poway’s executive sponsor provides support to the Project by allocating resources, providing strategic direction, and communicating key issues about the Project and the Project’s overall importance to the organization. When called upon, the executive sponsor also acts as the final authority on all escalated Project issues. The executive sponsor engages in the Project, as needed, in order to provide necessary support, oversight, guidance, and escalation, but does not participate in day-to-day Project activities. The executive sponsor empowers the City of Poway steering committee, project manager(s), and functional leads to make critical business decisions for the City of Poway. 2.2 Tyler Governance 2.2.1 Tyler Project Manager The Tyler project manager(s) have direct involvement with the Project and coordinates Project team members, implementation consultants, the overall implementation schedule, and serves as the primary point of contact with the City of Poway. If requested, the Tyler project manager(s) provide regular updates to the City of Poway’s steering committee and other Tyler governance members. 2.2.2 Tyler Implementation Management Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. Tyler project manager(s) consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler project manager(s) or with the City of Poway management, as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level. The name(s) and contact information for this resource will be provided and available to the Project team. 2.2.3 Tyler Executive Management Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process. This team member offers additional support to the Project team and collaborates with other Tyler department managers, as needed, in order to escalate and facilitate implementation Project tasks and decisions. The name(s) and contact information for this resource will be provided and available to the Project team. 46 of 117 May 2, 2017, Item #4.1 2.3 Acceptance and Acknowledgment Process All Deliverables and Control Points must be accepted or acknowledged following the process below. Acceptance requires a formal sign-off while acknowledgement may be provided without formal sign-off at the time of delivery. The following process will be used for accepting or acknowledging Deliverables and Control Points: • The City of Poway shall have five (5) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept or acknowledge each Deliverable or Control Point. If the City of Poway does not provide acceptance or acknowledgement within five (5) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted. • If the City of Poway does not agree the particular Deliverable or Control Point meets requirements, the City of Poway shall notify Tyler project manager(s), in writing, with reasoning within five (5) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable. • Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City of Poway shall then have five (5) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the City of Poway 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. 47 of 117 May 2, 2017, Item #4.1 3 Overall Project Assumptions 3.1 Project, Resources and Scheduling • Project activities will begin after the Agreement has been fully executed. • The City of Poway and Tyler have the ability to allocate additional internal resources if needed. The City of Poway also ensures the alignment of their budget and Scope expectations. • The City of Poway and Tyler ensure that the assigned resources are available, they buy-into the change process, and they possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, buy-in, and knowledge. • Tyler and the City of Poway provide adequate resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget. • Abbreviated timelines and overlapped Phases can result in Project delays if there are not sufficient resources assigned to complete all required work as scheduled. • Changes to Project Plan, schedule, availability of resources or changes in Scope may result in schedule delays, which may result in additional charges to the Project. • Tyler provides a written agenda and notice of any prerequisites to the City of Poway project manager(s) ten (10) business days prior to any scheduled on site or remote sessions. • Tyler provides notice of any prerequisites to the City of Poway project manager(s) a minimum of ten (10) business days prior to any key Deliverable due dates. • City of Poway users complete prerequisites prior to applicable scheduled activities. • Tyler provides options for configuration and processing options available within the Tyler software. The City of Poway is responsible for making decisions based on the options available. • In the event the City of Poway may elect to add and/or modify current business policies during the course of this Project, such policy changes are solely the City of Poway’s responsibility to define, document, and implement. • The City of Poway makes timely Project related decisions in order to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Decisions left unmade may affect the Project schedule, as each analysis and implementation session builds on the decisions made in prior sessions. • Tyler considers additional services beyond the budgeted hours out of Scope and requires additional hours be requested via Change Request approved through the Change Control process. • The City of Poway will respond to information requests in a comprehensive and timely manner, in accordance with the Project schedule. 3.2 Data Conversion • The City of Poway is readily able to produce the data needed for conversion from the Legacy System in order to provide them to Tyler on the specified due date(s). • Each Legacy System data file submitted for conversion includes all associated records in a single approved file layout. • . • The City of Poway understands the Legacy System data file must be in the same format each time unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget, and resource availability may occur and/or data in the new system may be incorrect. 48 of 117 May 2, 2017, Item #4.1 • During this process, the City of Poway may need to correct data scenarios in their Legacy System prior to the final data pull. This is a complex activity and requires due diligence by the City of Poway to ensure all data pulled includes all required data and the Tyler system contains properly mapped data. • The Tyler Implementation Programmers are offsite resources responsible for: o Validating customer data files are readable o Developing customized conversion programs to convert legacy data into the Tyler database for production use according to defined mapping. o Providing custom conversion packages to be loaded into Tyler’s system via the Munis Internet Update (MIU) utility. o Providing error reports on unsupported data conditions and the merging or normalization of data fields. Assisting Client with understanding and interpreting those reports. o Perform modifications and corrections to customized conversion programs as data anomalies and exception conditions are discovered • 3.3 Data Exchanges, Modifications, Forms and Reports • The City of Poway ensures the 3rd party data received is in the correct format. • The 3rd party possesses the knowledge of how to program their portion of the interaction and understands how to manipulate the data received. • Client is on a supported, compatible version of the 3rd party software or Tyler Standard Data Exchange tools may not be available. • The City of Poway is willing to make reasonable business process changes rather than expecting the product to conform to every aspect of their current system/process. • Any Modification requests not expressly stated in the contract are out of Scope. Modifications requested after contract signing have the potential to change cost, Scope, schedule, and production dates for Project Phases. Modification requests not in Scope must follow the Project Change Request process. • Tyler acknowledges that it has responded to the City’s Request for Proposal Appendix B Response Requirements Template, and in particular Section 5.4 Interfaces, and has provided a response of “M” for Meets/Exceeds for the following currently data exchange processes: o Active.net o Union Bank and US Bank o TRAKiT o NEOGOV o CivicHR o BeneTrac o Cartegraph o Wittman For purposes of the above-listed interfaces, Tyler acknowledges that by responding with a “Meets/Exceeds” response, it can provide an data exchange process between the Tyler Munis financial system and the specialized sub-systems listed above at no additional cost to the City. 49 of 117 May 2, 2017, Item #4.1 3.4 Hardware and Software • Tyler will initially install the most current generally available version of the purchased Tyler software. • The City of Poway will provide network access for Tyler modules, printers, and Internet access to all applicable City of Poway and Tyler Project staff. Tyler staff will meet the City’s computer user policy and security requirements. • The City of Poway has in place all hardware, software, and technical infrastructure necessary to support the Project. • The City of Poway’s system hardware and software meet Tyler standards to ensure sufficient speed and operability of Tyler software. Tyler will not support use of software if the City of Poway does not meet minimum standards of Tyler’s published specifications. 3.5 Education • During live and onsite training, the City of Poway provides a training room for Tyler staff to transfer knowledge to the City of Poway’s resources, as well as a place for the City of Poway staff to practice what they have learned without distraction. If Phases overlap, the City of Poway will provide multiple training facilities to allow for independent sessions scheduling without conflict. • The training room is set up in a classroom setting. The City of Poway determines the number of workstations in the room. Tyler recommends every person attending a scheduled session with a Tyler Consultant or Trainer have their own workstation. However, Tyler requires there be no more than two people at a given workstation. • The City of Poway provides a workstation which connects to the Tyler system for the Tyler trainer conducting the session. The computer connects to a City of Poway provided projector, allowing all attendees the ability to actively engage in the training session. • The City of Poway testing database contains the Tyler software version required for delivery of the Modification prior to the scheduled delivery date for testing. • The City of Poway is responsible for verifying the performance of the Modification as defined by the specification. • 50 of 117 May 2, 2017, Item #4.1 4 Implementation Stages 4.1 Work Breakdown Structure (WBS) The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into smaller, more manageable components. The top level components are called “Stages” and the second level components are called “work packages.” The work packages, shown below each Stage, contain the high-level work to be done. The detailed Project Plan, developed during Initiate & Plan and finalized during Assess & Define, will list the tasks to be completed within each work package. Each Stage ends with a “Control Point”, confirming the work performed during that Stage of the Project. 51 of 117 May 2, 2017, Item #4.1 52 of 117 May 2, 2017, Item #4.1 4.2 Initiate & Plan (Stage 1) The Initiate & Plan Stage creates a foundation for the Project through identification of City of Poway and Tyler Project management teams, development of implementation management plans, and the provision and discussion of system infrastructure requirements. City of Poway participation in gathering information is critical. Tyler Project management teams present initial plans to stakeholder teams at Stage end. 4.2.1 Tyler Internal Coordination & Planning Prior to Project commencement, Tyler management staff assigns project manager(s). Tyler provides the City of Poway with initial Project documents used in gathering basic information, which aids in preliminary planning and scheduling. City of Poway participation in gathering requested information by provided deadlines ensures the Project moves forward in a timely fashion. Internally, the Tyler project manager(s) coordinate with Sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with the City of Poway’s team. During this step, Tyler will work with the Client to establish the date(s) for the Project/Phase Planning session. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Tyler Internal Coordination & Planning TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r Sa l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Assign Tyler project manager A R I I I Provide initial Project documents to Client A I R C I Sales to Implementation knowledge transfer A I R C Internal planning and Phase coordination A R C 53 of 117 May 2, 2017, Item #4.1 4.2.2 System Infrastructure Planning The City of Poway provides, purchases or acquires hardware according to hardware specifications provided by Tyler and ensures it is available at the City of Poway’s site. The City of Poway completes the system infrastructure audit, ensuring vital system infrastructure information is available to the Tyler implementation team, and verifies all hardware compatibility with Tyler solutions. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 System Infrastructure Planning TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s Ex p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t En d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Provide system hardware specifications I R A I C Make hardware available for Installation I C A R Install system hardware, if applicable I C A R Complete system infrastructure audit I C A R 54 of 117 May 2, 2017, Item #4.1 4.2.3 Project/Phase Planning Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify Applications to implement in each Phase (if applicable), and discuss implementation timeframes. The Tyler project manager(s) deliver an Implementation Management Plan, which is mutually agreeable by the City of Poway and Tyler. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Project/Phase Planning TYLER CLIENT TASKS Ty l e r Ex e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i en t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Perform Project/Phase Planning A R I C C I Deliver implementation management plan A R C C I 55 of 117 May 2, 2017, Item #4.1 4.2.4 Project Schedule Client and Tyler will mutually develop an initial Project schedule. The initial schedule includes, at minimum, enough detail to begin Project activities while the detailed Project Plan/schedule is being developed and refined. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Project Schedule TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i ve S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e Co o r d i n a t o r Develop initial Project schedule A R I C I I Deliver Project Plan and schedule for Project Phase A R I I I C C I I I Client reviews Project Plan & initial schedule C I A R C C C Client approves Project Plan & initial schedule I I A R C C I I I I I 56 of 117 May 2, 2017, Item #4.1 4.2.5 Stakeholder Presentation The City of Poway stakeholders join Tyler Project Management to communicate successful Project criteria, Project goals, Deliverables, a high-level milestone schedule, and roles and responsibilities of Project participants. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Stakeholder Presentation TYLER CLIENT TASKS Ty l e r E x e c u t i v e Ma n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i ng C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Present overview of Project Deliverables, Project schedule and roles and responsibilities A R I I I I C I I I I I I I Communicate successful Project criteria and goals I R C A C I I C I I 57 of 117 May 2, 2017, Item #4.1 4.2.6 Control Point 1: Initiate & Plan Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the Assess & Define Stage is dependent upon Tyler’s receipt of the Stage Acceptance. 4.2.6.1 Initiate & Plan Stage Deliverables • Implementation Management Plan o Objective: Update and deliver baseline management plans to reflect the approach to the City of Poway’s Project. o Scope: The Implementation Management Plan addresses how communication, quality control, risks/issues, resources and schedules, and Software Upgrades (if applicable) will be managed throughout the lifecycle of the Project. o Acceptance criteria: the City of Poway reviews and acknowledges receipt of Implementation Management Plan • Project Plan/Schedule o Objective: Provide a comprehensive list of tasks, timelines and assignments related to the Deliverables of the Project. o Scope: Task list, assignments and due dates o Acceptance criteria: the City of Poway acceptance of schedule based on City of Poway resource availability and Project budget and goals 4.2.6.2 Initiate & Plan Stage Control Point Acceptance Criteria • Hardware Installed • System infrastructure audit complete and verified • Implementation Management Plan delivered • Project Plan/schedule delivered; dates confirmed • Stakeholder Presentation complete 58 of 117 May 2, 2017, Item #4.1 4.3 Assess & Define (Stage 2) The primary objective of Assess & Define is to gather information about current the City of Poway business processes and translate the material into future business processes using Tyler Applications. Tyler uses a variety of methods for obtaining the information, all requiring City of Poway collaboration. The City of Poway shall provide complete and accurate information to Tyler staff for analysis and understanding of current workflows and business processes. 4.3.1 Fundamentals Review Fundamentals Review provides functional leads and Power Users an overall understanding of software capabilities prior to beginning current and future state analysis. The primary goal is to provide a basic understanding of system functionality, which provides a foundation for upcoming conversations regarding future state processing. Tyler utilizes a variety of methods for completing fundamentals training including the use of eLearning, videos, documentation, and walkthroughs. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Fundamentals Review TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r Fo r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t De p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Schedule fundamentals review & provide fundamentals materials & prerequisites, if applicable A R I C I I I Complete fundamentals materials review and prerequisites I A R I C Ensure all scheduled attendees are present I I A R C I Facilitate fundamentals review A R I I I 59 of 117 May 2, 2017, Item #4.1 4.3.3 Current/Future State Analysis The City of Poway and Tyler will evaluate current state processes, options within the new software, pros and cons of each option based on current or desired state, and make decisions about future state configuration and processing. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Current/Future State Analysis TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Provide Current/Future State analysis materials to the City of Poway, as applicable A R I C I I Conduct Current & Future State analysis A R I C I C Provide pros and cons of Tyler software options A R I C I C Make Future State Decisions according to due date in the Project Plan (provided Poway has accepted all prior inputs to future state decisions) I I C A R I C I Record Future State decisions A R I C I C 60 of 117 May 2, 2017, Item #4.1 4.3.4 Data Conversion Planning & Mapping This entails the activities performed to prepare to convert data from the City of Poway’s Legacy System Applications to the Tyler system. Tyler staff and the City of Poway work together to complete Data Mapping for each piece of data (as outlined in the Agreement) from the Legacy System to a location in the Tyler system. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Data Conversion Planning & Mapping TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l Su p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t Co o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Review contracted data conversion(s) options A R I C C C C Map data from Legacy System to Tyler system I C I A C C R Pull conversion data extract I I A C C R Run balancing Reports for data pulled and provide to Tyler I I A C R I Review and approve initial data extract A I C R I I Correct issues with data extract, if needed I C C A C C R 61 of 117 May 2, 2017, Item #4.1 4.3.5 Standard 3rd Party Data Exchange Planning Standard Data Exchange tools are available to allow clients to get data in and out of the Tyler system with external systems. Data exchange tools can take the form of Imports and Exports, and Interfaces. A Standard Interface is a real-time or automated exchange of data between two systems. This could be done programmatically or through an API. It is Tyler’s responsibility to ensure the Tyler programs operate correctly. It is the City of Poway’s responsibility to ensure the third party program operates or accesses the data correctly. The City of Poway and Tyler project manager(s) will work together to define/confirm which Data Exchanges are needed (if not outlined in the Agreement). Tyler will provide a file layout for each Standard Data Exchange. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Standard 3rd Party Data Exchange Planning TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n Ma n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t Ma n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Review Standard or contracted Data Exchanges A R C I I C Define or confirm needed Data Exchanges I C A C C R 62 of 117 May 2, 2017, Item #4.1 4.3.6 Modification Analysis & Specification, if contracted Tyler staff conducts additional analysis and develops specifications based on information discovered during this Stage. The City of Poway reviews the specifications and confirms they meet the City of Poway’s needs prior to acceptance. Out of Scope items or changes to specifications after acceptance may require a Change Request. Tyler’s intention is to minimize Modifications by using Standard functionality within the Application, which may require a City of Poway business process change. It is the responsibility of the City of Poway to detail all of their needs during the Assess and Define Stage. Tyler will write up specifications (for City of Poway approval) for contracted program Modifications. Upon approval, Tyler will make the agreed upon Modifications to the respective program(s). Once the Modifications have been delivered, the City of Poway will test and approve those changes during the Build and Validate Stage. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Modification Analysis & Specification, if contracted TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r Te c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t Pr o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Analyze contracted custom program requirements A C R C C I C C Develop specification document(s) A I C R I I I I Review specification document(s); provide changes to Tyler, if applicable I C C A R I C C Sign-off on specification document(s) and authorize work I I A R C I I C 63 of 117 May 2, 2017, Item #4.1 4.3.7 Forms & Reports Planning The City of Poway and Tyler project manager(s) review Forms and Reporting needs. Items that may be included in the Agreement are either Standard Forms and Reports or known/included Modification(s). Items not included in the Agreement could be either City of Poway-developed Reports or a newly discovered Modification that will require a Change Request. For purposes of clarification, the City of Poway and Tyler have previously worked to review specific reports to determine whether they are, or are not, to be included as a part of “Standard Reports”. Attached hereto as “Appendix 1: Reports”, which is made a part of this Agreement. The PDF contains three categories of reports, including Finance (1-103), HR (1-24), and Payroll (1-47). The parties agree that the total list of reports in the attached PDF that are marked “Standard Reports will be provided to the City in the Tyler Munis version implemented, at no additional cost beyond the pricing provided in the License and Services Agreement executed between the parties. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Forms & Reports Planning TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & Re p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Review required Forms output A R C I C I Review and complete Forms options and submit to Tyler I I A R C Review in Scope Reports A R I C C Identify additional Report needs I C A R C Add applicable tasks to Project schedule A R I C C I I I 64 of 117 May 2, 2017, Item #4.1 4.3.8 System Deployment The Tyler technical services team Installs Tyler Applications on the server(hosted or on-premise) and ensures the platform operates as expected. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 System Deployment TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i ve S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e Co o r d i n a t o r Install contracted software on server A I R I C Ensure platform operates as expected A I R I C 65 of 117 May 2, 2017, Item #4.1 4.3.9 Control Point 2: Assess & Define Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the Build & Validate Stage is dependent upon Tyler’s receipt of the Stage Acceptance. 4.3.9.1 Assess & Define Stage Deliverables • Completed analysis Questionnaire o Objective: Gather and document information related to City of Poway business processes for current/future state analysis as it relates to Tyler approach/solution. o Scope: Provide comprehensive answers to all questions on Questionnaire(s). o Acceptance criteria: City of Poway acceptance of completed Questionnaire based on thoroughness of capturing all City of Poway business practices to be achieved through Tyler solution. • Data conversion summary and specification documents o Objective: Define data conversion approach and strategy o Scope: Data conversion approach defined, data extract strategy, conversion and reconciliation strategy. o Acceptance criteria: Data conversion document(s) delivered to the City of Poway, reflecting complete and accurate conversion decisions. • Modification specification documents, if contracted o Objective: Provide comprehensive outline of identified gaps, and how the custom program meets the City of Poway’s needs. o Scope: Design solution for Modification. o Acceptance criteria: City of Poway accepts Custom Specification Document(s) and agrees that the proposed solution meets their requirements. • Completed Forms options and/or packages o Objective: Provide specifications for each City of Poway in Scope form, Report and output requirements. o Scope: Complete Forms package(s) included in agreement and identify Reporting needs. o Acceptance criteria: Identify Forms choices and receive supporting documentation. • Installation checklist o Objective: Installation of purchased Tyler software o Scope: Tyler will conduct an initial coordination call, perform an installation of the software included in the Agreement, conduct follow up to ensure all tasks are complete, and complete server system administration training, if required. o Acceptance criteria: Tyler software is successfully installed and available to authorized users, City of Poway team members are trained on applicable system administration tasks. 4.3.9.2 Assess & Define Stage Control Point Acceptance Criteria • Tyler software is Installed 66 of 117 May 2, 2017, Item #4.1 • Fundamentals review is complete • Required Form information complete and provided to Tyler • Current/Future state analysis completed; Questionnaires delivered and reviewed • Data conversion mapping and extractions completed and provided to Tyler 67 of 117 May 2, 2017, Item #4.1 4.4 Build & Validate (Stage 3) The objective of the Build & Validate Stage is to prepare the software for use in accordance with the City of Poway’s needs identified during the Assess and Define Stage, preparing the City of Poway for Final Testing and Training. 4.4.1 Configuration & Power User Training Tyler staff collaborates with the City of Poway to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. Tyler staff will train the City of Poway Power Users to prepare them for the validation of the software, and will provide the City with appropriate documentation during the training to assist Power Users both during and after the training sessions. Documentation will be generic and City will need to customize for policies & procedures. The City of Poway collaborates with Tyler staff iteratively to validate software configuration. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Configuration & Power User Training TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r Sa l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Perform configuration A R I R I Power User process and Validation training A R I C I C I Validate configuration I C A C R C 68 of 117 May 2, 2017, Item #4.1 4.4.2 Data Conversion & Validation Tyler completes an initial review of the converted data for errors. With assistance from the City of Poway, the Tyler data conversion team addresses items within the conversion program to provide the most efficient data conversion possible. With guidance from Tyler, the City of Poway reviews specific data elements within the system and identifies and reports discrepancies in writing. Iteratively, Tyler collaborates with the City of Poway to address conversion discrepancies prior to acceptance. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Data Conversion & Validation TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Write and run data conversion program against Client data A I C R C Complete initial review of data errors A I C R I I C Review data conversion and submit needed corrections I C I A C R C Revise conversion program(s) to correct error(s) A I C R I I C C 69 of 117 May 2, 2017, Item #4.1 4.4.3 Standard 3rd Party Data Exchange Validation Tyler provides training on Data Exchange(s) and the City of Poway tests each Data Exchange. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Standard 3rd Party Data Exchange Validation TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t Ex e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e Co o r d i n a t o r Train Data Exchange(s) processing in Tyler software A R C I I I C I Coordinate 3rd Party Data Exchange activities I I A C C R Test all Standard 3rd party Data Exchange(s) I C A C I R C 70 of 117 May 2, 2017, Item #4.1 4.4.4 Modification Delivery & Validation, if contracted Tyler delivers in Scope Modification(s) to the City of Poway for preliminary testing. Final acceptance will occur during the Final Testing and Training Stage. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Modification Delivery & Validation, if contracted TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n Ex p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Develop and deliver contracted custom program(s) A I C I R I C I C I C Test contracted custom program(s) in isolated database I C C A C R C Report discrepancies between specification and delivered contracted custom program(s) I I I A R C C Make corrections to contracted custom program(s) as required A I C I R I C C I 71 of 117 May 2, 2017, Item #4.1 4.4.5 Forms & Reports Validation Tyler provides training on Standard Forms/Reports and the City of Poway tests each Standard Form/Report. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Forms & Reports Validation TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l Su p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t Co o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Standard Forms & Report Training A R I C C I Test Standard Forms & Reports I C C A C R C 72 of 117 May 2, 2017, Item #4.1 4.4.6 Control Point 3: Build & Validate Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Final Testing & Training Stage is dependent upon Tyler’s receipt of the Stage Acceptance. 4.4.6.1 Build & Validate Stage Deliverables • Initial data conversion o Objective: Convert Legacy System data into Tyler system. o Scope: Data conversion program complete; deliver converted data for review. o Acceptance criteria: Initial error log available for review. • Data conversion verification document o Objective: Provide instructions to the City of Poway to verify converted data for accuracy. o Scope: Provide self-guided instructions to verify specific data components in Tyler system. o Acceptance criteria: the City of Poway acknowledges data conversion delivery; the City of Poway completes data issues log. • Installation of Modifications on the City of Poway’s server(s) or Tyler hosted servers. o Objective: Deliver Modification(s) in Tyler software. o Scope: Program for Modification is complete and available in Tyler software, Modification testing. o Acceptance criteria: the City of Poway acknowledges Delivery of Modification(s) meeting objectives described in the City of Poway-signed specification. • Standard Forms & Reports Delivered o Objective: Provide Standard Forms & Reports for review. o Scope: Installation of all Standard Forms & Reports included in the Agreement. o Acceptance criteria: City of Poway acknowledges that Standard Forms & Reports available in Tyler software for testing in Stage 4. 4.4.6.2 Build & Validate Stage Control Point Acceptance Criteria • Application configuration completed • Standard Forms & Reports delivered and available for testing in Stage 4 • Data conversions (except final pass) delivered • Standard 3rd party Data Exchange training provided • Modifications delivered and available for testing in Stage 4 • The City of Poway and Tyler have done a review of primary configuration areas to Validate completeness and readiness for testing and acceptance in Stage 4. 73 of 117 May 2, 2017, Item #4.1 4.5 Final Testing & Training (Stage 4) During Final Testing and Training, Tyler and the City of Poway review the final cutover plan. A critical Project success factor is the City of Poway understanding the importance of Final Testing and Training and dedicating the resources required for testing and training efforts in order to ensure a successful Production Cutover. 4.5.1 Cutover Planning The City of Poway and Tyler project manager(s) discuss final preparations and critical dates for Production Cutover. Tyler delivers a Production Cutover Checklist to outline cutover tasks to help prepare the City of Poway for success. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 Cutover Planning TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Cutover Planning Session A R C I C C C C C C Develop Production Cutover Checklist A R C I I C C I I C 74 of 117 May 2, 2017, Item #4.1 4.5.2 User Acceptance Testing (UAT) The City of Poway performs User Acceptance Testing to verify software readiness for day-to-day business processing. Tyler provides a Test Plan for users to follow to ensure proper Validation of the system. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 User Acceptance Testing (UAT) TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n Co n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e Ma n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Deliver Test Plan for User Acceptance Testing A R C I I Perform User Acceptance Testing I C A R C C C I I C I Accept custom program(s), if applicable I I I A R C I C C Validate Report performance I C C A C R C 75 of 117 May 2, 2017, Item #4.1 4.5.3 End User Training End Users attend training sessions to learn how to utilize Tyler software. Training focuses primarily on day-to-day City of Poway processes that will be delivered via group training, webinar, eLearning and/or live training sessions. Unless stated otherwise in the Agreement, Tyler provides one occurrence of each scheduled training or implementation topic with up to the maximum number of users as defined in the Agreement, or as otherwise mutually agreed. City of Poway users who attended the Tyler sessions may train any City of Poway users not able to attend the Tyler sessions or additional sessions may be contracted at the applicable rates for training. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 End User Training TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l Su p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t Co o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Conduct user training sessions A R C I I I I I Conduct additional End User training sessions I I A C I R I I I I 76 of 117 May 2, 2017, Item #4.1 4.5.4 Control Point 4: Final Testing & Training Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Production Cutover Stage is dependent upon Tyler’s receipt of the Stage Acceptance. 4.5.4.1 Final Testing & Training Stage Deliverables • Production Cutover checklist o Objective: Provide a detailed checklist outlining tasks necessary for production Cutover. o Scope: Dates for final conversion, date(s) to cease system processing in Legacy System, date(s) for first processing in Tyler system, contingency plan for processing/ o Acceptance criteria: City of Poway acknowledges the checklist delivery including definition of all pre-production tasks, assignment of owners and establishment of due dates. • User Acceptance Test Plan o Objective: Provide testing steps to guide users through testing business processes in Tyler software. o Scope: Testing steps for Standard business processes. o Acceptance criteria: City of Poway acknowledges that Testing steps have been provided for Standard business processes. 4.5.4.2 Final Testing & Training Stage Acceptance Criteria • Production Cutover Checklist delivered and reviewed • Modification(s) tested and accepted, if applicable • Standard 3rd party Data Exchange programs tested and accepted • Standard Forms & Reports tested and accepted • User acceptance testing completed • End User training completed 77 of 117 May 2, 2017, Item #4.1 4.6 Production Cutover (Stage 5) The City of Poway and Tyler resources complete tasks as outlined in the Production Cutover Plan and the City of Poway begins processing day-to-day business transactions in the Tyler software. Following production Cutover, the City of Poway transitions to the Tyler support team for ongoing support of the Application. 4.6.1 Final Data Conversion, if applicable The City of Poway provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final data conversion. The City of Poway may need to manually enter into the Tyler system any data added to the Legacy System after final data extract. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Final Data Conversion, if applicable TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t Te c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Provide final data extract C I I A C I I I I R Provide final extract balancing Reports I I A C R I Convert and deliver final pass of data A I I R I I I C Validate final pass of data I C C I A C R C Load final conversion pass to Production environment I I I A C I C R 78 of 117 May 2, 2017, Item #4.1 4.6.2 Production Processing & Assistance Tyler staff collaborates with the City of Poway during production cutover activities. The City of Poway transitions to Tyler software for day-to day business processing. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Production Processing & Assistance TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r Te c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t To o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Production processing C C I I A R R R R R R I I Provide production assistance A R C I C C C C C C 79 of 117 May 2, 2017, Item #4.1 4.6.3 Transition to Tyler Support Tyler project manager(s) introduce the City of Poway to the Tyler Support team, who provides the City of Poway with day-to-day assistance following production Cutover. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Transition to Tyler Support TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i ve S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e Co o r d i n a t o r Develop internal support plan I A R C C C C C C C Conduct transfer to Support meeting A I C R C C C C I I C I I 80 of 117 May 2, 2017, Item #4.1 4.6.4 Schedule Post-production Services, if applicable Tyler provides post-production services if included in the agreement. Prior to scheduling services, the Tyler project manager(s) collaborate with the City of Poway project manager(s) to identify needs. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Schedule Post-production Services, if applicable TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i t t e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l Le a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Identify topics for post-production services C C A R I C I Schedule services for post-production topics A R I C C I C I 81 of 117 May 2, 2017, Item #4.1 4.6.5 Control Point 5: Production Cutover Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Phase/Project Closure Stage is dependent upon Tyler’s receipt of this Stage Acceptance. 4.6.5.1 Production Cutover Stage Deliverables • Final data conversion, if applicable o Objective: Ensure (in Scope) Legacy System data is available in Tyler software in preparation for production processing. o Scope: Final passes of all conversions completed in this Phase o Acceptance criteria: City of Poway acknowledges that data is available in production environment. • Support transition documents o Objective: Define strategy for on-going Tyler support. o Scope: Define support strategy for day-to-day processing, conference call with the City of Poway project manager(s) and Tyler Support team, define roles and responsibilities, define methods for contacting Support. o Acceptance criteria: the City of Poway acknowledges receipt of tools to contact Support and understands proper support procedures. 4.6.5.2 Production Cutover Stage Control Point Acceptance Criteria • Final data conversion(s) delivered • Processing is being done in Tyler production • Transition to Tyler Support is completed • Post-live services have been scheduled, if applicable 82 of 117 May 2, 2017, Item #4.1 4.7 Phase/Project Closure (Stage 6) Project or Phase closure signifies full implementation of all products purchased and encompassed in the Phase or Project. The City of Poway moves into the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Support). 4.7.1 Close Phase/Project The City of Poway and Tyler project manager(s) review the list of outstanding Project activities and develop a plan to address them. The Tyler project manager(s) review the Project budget and status of each contract Deliverable with the City of Poway project manager(s) prior to closing the Phase or Project. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 6 Close Phase/Project TYLER CLIENT TASKS Ty l e r E x e c u t i v e M a n a g e r Ty l e r I m p l e m e n t a t i o n M a n a g e r Ty l e r P r o j e c t M a n a g e r Ty l e r I m p l e m e n t a t i o n C o n s u l t a n t Ty l e r D a t a C o n v e r s i o n E x p e r t s Ty l e r F o r m s & R e p o r t s E x p e r t s Ty l e r Mo d i f i c a t i o n Pr o g r a m m e r s Ty l e r T e c h n i c a l S u p p o r t Ty l e r S a l e s Cl i e n t E x e c u t i v e S p o n s o r Cl i e n t S t e e r i n g C o m m i tt e e Cl i e n t P r o j e c t M a n a g e r Cl i e n t F u n c t i o n a l L e a d s Cl i e n t C h a n g e M a n a g e m e n t L e a d s Cl i e n t P o w e r U s e r s Cl i e n t D e p a r t m e n t H e a d s Cl i e n t E n d U s e r s Cl i e n t T e c h n i c a l L e a d s Cl i e n t P r o j e c t T o o l s e t C o o r d i n a t o r Cl i e n t U p g r a d e C o o r d i n a t o r Review outstanding Project activities and develop action plan A R C C C I C I C Review Project budget and status of contract Deliverables A R I I C 83 of 117 May 2, 2017, Item #4.1 4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. This is the final acceptance for the Phase/Project. 4.7.2.1 Phase/Project Closure Stage Deliverables • Phase/Project reconciliation report o Objective: Provide comparison of contract Scope and Project budget. o Scope: Contract Scope versus actual, analysis of services provided and remaining budget, identify any necessary Change Requests or Project activity. o Acceptance criteria: Acceptance of services and budget analysis and plan for changes, if needed. 4.7.2.2 Phase/Project Closure Stage Control Point Acceptance Criteria • Outstanding Phase or Project activities have been documented and assigned • Phase/final Project budget has been reconciled • Tyler Deliverables for the Phase/Project are complete 84 of 117 May 2, 2017, Item #4.1 5 Roles and Responsibilities 5.1 Tyler Roles and Responsibilities Tyler assigns project managers prior to the start of each Phase of the Project. The project manager assigns other Tyler resources as the schedule develops. One person may fill multiple Project roles. 5.1.1 Tyler Executive Management • Provides clear direction for Tyler staff on exectuting on the Project Deliverables to align with satisfying the City of Poway’s overall organizational strategy • Authorizes required Project resources • Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process • Offers additional support to the Project team and is able to work with other Tyler department managers in order to escalate and facilitate implementation Project tasks and decisions • Acts as the counterpart to the City of Poway’s executive sponsor 5.1.2 Tyler Implementation Management • Acts as the counterpart to the City of Poway steering committee. • Assigns Tyler Project personnel • Works to resolve all decisions and/or issues not resolved at the Project management level as part of the escalation process • Attends City of Poway steering committee meetings as necessary • Provides support for the Project team • Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources • Monitors Project progress including progress towards agreed upon goals and objectives 5.1.3 Tyler Project Manager The Tyler project manager(s) provides oversight of the Project, coordination of resources between departments, management of the Project schedule and budget, effective risk and issue management, and is the primary point of contact for all Project related items. • Contract Management o Validates contract compliance throughout the Project o Ensures Deliverables meet contract requirements o Acts as primary point of contact for all contract and invoicing questions o Prepares and presents contract milestone sign-offs for acceptance by City of Poway project manager(s) o Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance • Planning 85 of 117 May 2, 2017, Item #4.1 o Update and deliver Implementation Management Plan o Defines Project tasks and resource requirements o Develops initial and full scale Project schedule o Collaborates with City of Poway project manager(s) to plan and schedule Project timelines to achieve on-time implementation • Implementation Management o Tightly manages Scope and budget of Project; establishes process and approval matrix with the City of Poway to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently o Establishes and manages a schedule and resource plan that properly supports the Project Plan as a whole that is also in balance with Scope/budget o Establishes risk/issue tracking/reporting process between the City of Poway and Tyler and takes all necessary steps to proactively mitigate these items or communicates with transparency to the City of Poway any items that may negatively impact the outcomes of the Project o Collaborates with the City of Poway’s project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the Project o Sets a routine communication plan that will aide all Project team members, of both the City of Poway and Tyler, in understanding the goals, objectives, current status and health of the Project • Team Management o Acts as liaison between project team and Tyler manager(s) o Identifies and coordinates all Tyler resources across all modules, Phases, and activities including development, conversions, Forms, Installation, Reporting, implementation, and billing o Provides direction and support to Project team o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan, task list, and Production Cutover checklist o Assesses team performance and adjusts as necessary o Interfaces closely with Tyler developers to coordinate program Modification activities o Coordinates with in Scope third party providers to align activities with ongoing Project tasks 5.1.4 Tyler Implementation Consultant • Completes tasks as assigned by the Tyler project manager(s) • Performs problem solving and troubleshooting • Follows up on issues identified during sessions • Documents activities for on site services performed by Tyler • Provides conversion Validation and error resolution assistance • Recommends guidance for testing Forms and Reports • Tests software functionality with the City of Poway following configuration • Assists during Cutover process and provides production support until the City of Poway transitions to Tyler Support • Provides product related education 86 of 117 May 2, 2017, Item #4.1 • Effectively facilitates training sessions and discussions with City of Poway and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time • Conducts training (configuration, process, conversion Validation) for Power Users and the City of Poway’s designated trainers for End Users • Clearly documents homework tasks with specific due dates and owners, supporting and reconciling with the final Project schedule • Keeps Tyler project manager(s) proactively apprised of any and all issues which may result in the need for additional training needs, change in schedule, change in process decisions, or which have the potential to adversely impact the success of the Project prior to taking action 5.1.5 Tyler Sales • Provide sales background information to implementation during Project Initiation • Support sales transition to implementation • Provide historical information, as needed, throughout implementation 5.1.6 Tyler Software Support • Manages incoming client issues via phone, email, and online customer incident portal • Documents and prioritizes issues in Tyler’s Customer Relationship Management (CRM) system • Provides issue analysis and general product guidance • Tracks issues and tickets to timely and effective resolution • Identifies options for resolving reported issues • Reports and escalates defects to Tyler Development • Communicates with the City of Poway on the status and resolution of reported issues 5.2 City of Poway Roles and Responsibilities City of Poway resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles. 5.2.1 City of Poway Executive Sponsor Provides clear direction for the Project and how it applies to the organization’s overall strategy Champions the Project at the executive level to secure buy-in Authorizes required Project Resources Resolves all decisions and/or issues not resolved at the City of Poway Steering Committee level as part of the escalation process Actively participates in Organizational Change Communications 5.2.2 City of Poway Steering Committee Works to resolve all decisions and/or issues not resolved at the Project Manager level as part of the escalation process Attends all scheduled Steering Committee meetings Provides support for the Project team Assists with communicating key Project messages throughout the organization 87 of 117 May 2, 2017, Item #4.1 Prioritizes the Project within the organization Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources Monitors Project progress including progress towards agreed upon goals and objectives Has the authority to approve or deny changes impacting the following areas: o Cost o Scope o Schedule o Project Goals o City of Poway Policies 5.2.3 City of Poway Project Manager The City of Poway shall assign Project Manager(s) prior to the start of this Project with overall responsibility and authority to make decisions related to Project Scope, scheduling, and task assignment, and communicates decisions and commitments to the Tyler Project Manager(s) in a timely and efficient manner. When the City of Poway Project Manager(s) do not have the knowledge or authority to make decisions, he or she engages the correct resources from City of Poway to participate in discussions and make decisions in a timely fashion to avoid Project delays. Contract Management o Validates contract compliance throughout the Project o Ensures invoicing and Deliverables meet contract requirements o Acts as primary point of contact for all contract and invoicing questions o Signs off on contract milestone acknowledgment documents o Collaborates on and approves change requests, if needed, to ensure proper Scope and budgetary compliance Planning o Review and acknowledge Implementation Management Plan o Defines Project tasks and resource requirements for City of Poway Project team o Collaborates in the development of and approval of the Project Plan and Project schedule o Collaborates with Tyler Project Manager(s) to plan and schedule Project timelines to achieve on-time implementation Implementation Management o Tightly manages Scope and budget of Project and collaborates with Tyler Project Manager to establish a process and approval matrix to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently o Collaborates with Tyler Project Manager to establish and manage a schedule and resource plan that properly supports the Project Plan, as a whole, that is also in balance with Scope/budget o Collaborates with Tyler Project Manager to establishes risk/issue tracking/reporting process between the City of Poway and Tyler and takes all necessary steps to proactively mitigate these items or communicates with transparency to Tyler any items that may negatively impact the outcomes of the Project 88 of 117 May 2, 2017, Item #4.1 o Collaborates with Tyler Project Manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the Project o Routinely communicates with both City of Poway staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the Project by all team members Team Management o Acts as liaison between Project Team and Stakeholders o Identifies and coordinates all City of Poway resources across all modules, Phases, and activities including data conversions, Forms design, hardware and software Installation, reports building, and satisfying invoices o Provides direction and support to Project team o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward o Manages the appropriate assignment and timely completion of tasks as defined in the Project schedule, task list, and Production Cutover checklist o Assesses team performance and takes corrective action, if needed o Provides guidance to City of Poway technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution o Coordinates with in Scope third party providers to align activities with ongoing Project tasks 5.2.4 City of Poway Functional Leads Makes business process change decisions under time sensitive conditions Communicates existing business processes and procedures to Tyler consultants Assists in identifying business process changes that may require escalation Attends and contributes business process expertise for current/future state analysis sessions Identifies and includes additional subject matter experts to participate in current/future state analysis sessions Provides business process change support during Power User and End User training Completes performance tracking review with client Project team on End User competency on trained topics Provides Power and End Users with dedicated time to complete required homework tasks Act as an ambassador/champion of change for the new process. Identifies and communicates any additional training needs or scheduling conflicts to City of Poway Project Manager Prepares and Validates Forms Actively participates in all aspects of the implementation, including, but not limited to, the following key activities: Task completion Stakeholder Presentation Implementation management plan development Schedule development Maintenance and monitoring of risk register Escalation of issues Communication with Tyler Project team Coordination of City of Poway resources 89 of 117 May 2, 2017, Item #4.1 Attendance at scheduled sessions Change Management activities Customization specification, demonstrations, testing and approval assistance Conversion Analysis and Verification Assistance Decentralized End User Training Process Testing User Acceptance Testing 5.2.5 City of Poway Power Users Participate in Project activities as required by the Project team and Project Manager(s) Provide subject matter expertise on City of Poway business processes and requirements Act as Subject Matter Experts and attending current/future state and Validation sessions as needed Attend all scheduled training sessions Participate in all required post-training processes as needed throughout Project Participate in conversion Validation Test all Application configuration to ensure it satisfies business process requirements Become Application experts Participate in User Acceptance Testing Adopt and support changed procedures Complete all Deliverables by the due dates defined in the Project schedule Demonstrate competency with Tyler products processing prior to Production Cutover Provide knowledge transfer to City of Poway staff during and after implementation, as necessary 5.2.6 City of Poway 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 Production Cutover 5.2.7 City of Poway Technical Support Coordinates updates and releases with Tyler as needed Coordinates the copying of source databases to training/testing databases as needed for training days Extracts and transmits conversion data and control reports from City of Poway’s Legacy System per the conversion schedule set forth in the Project schedule Coordinates and adds new users and printers and other Peripherals as needed Validates all users understand log-on process and have necessary permission for all training sessions Coordinates Interface development for City of Poway 3rd party Data Exchanges. Develops or assists in creating Reports as needed Ensures onsite system hardware meets specifications provided by Tyler Assists with software deployment as needed 90 of 117 May 2, 2017, Item #4.1 5.2.8 City of Poway Upgrade Coordinator Becomes familiar with the Software Upgrade process and required steps Becomes familiar with Tyler’s releases and updates Utilizes Tyler Community to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the City of Poway’s Software Upgrade process Assists with the Software Upgrade process, if required, during implementation Manages Software Upgrade activities post-implementation Manages Software Upgrade plan activities Coordinates Software Upgrade plan activities with City of Poway and Tyler resources Communicates changes affecting users and department stakeholders Obtains department stakeholder sign-offs to upgrade Production environment 5.2.9 City of Poway Project Toolset Coordinator Ensures users have appropriate access to Tyler Project Toolsets such as Tyler University, Tyler Community, Tyler Product Knowledgebase, SharePoint, etc. Conducts training on proper use of toolsets Validates completion of required assignments using toolsets 5.2.10 City of Poway Change Management Lead Validates users receive timely and thorough communication regarding process changes Provides coaching to Supervisors to prepare them to support users through the Project changes Identifies the impact areas resulting from Project activities and develops a plan to address them proactively Identifies areas of resistance and develops a plan to reinforce the change Monitors post-production performance and new process adherence 91 of 117 May 2, 2017, Item #4.1 6 Glossary Word or Term Definition Accountable The person who is ultimately accountable for decisions being made on a task. Application A computer program designed to perform a group of coordinated functions, tasks or activities for the benefit of the user. Change Control A systematic approach for managing change governing how Change Requests will be received, assessed and acted on. Change Management An approach for ensuring that changes are thoroughly and smoothly implemented and that the lasting benefits of change are achieved. The focus is on the global impact of change with an intense focus on people and how individuals and teams move from the current situation to the new one. Change Request A form used as part of the Change Control process whereby changes in the Scope of work, timeline, resources, and/or budget are revised and agreed upon by participating parties. Consulted Anyone who must be consulted with prior to a decision being made and/or the task being completed Consumables Items that are used recurrently, usually by Peripherals. Examples: paper stock or scanner cleaning kits. Control Point Occurring at the end of each Stage, the Control Point serves as a formal client review point. Project progress cannot continue until the client acknowledges the agreed upon Deliverables of the Stage have been met, or agree on an action plan to make the Deliverable acceptable and move to next Stage while executing final steps of current Stage. Cutover The point when a client begins using Tyler software in Production. Data Exchange A term used to reference Imports and Exports, and Interfaces which allow data to be exchanged between an external system and Tyler software. Data Mapping The process of mapping fields from the Legacy System to the appropriate location in the new system from one or more sources. Deliverable A tangible or intangible object/document produced as a result of the Project that is intended to be delivered to a client (either internal or external) at a specific time. End User The person for whom the software is designed to use on a day-to-day basis. Forms A document which is typically printed on a template background and only captures data for one record per page. Forms are provided to entity customers whether internal (employees) or external (citizens). Imports and Exports A process within the system that a user is expected to run to consume (Import) or produce (Export) a specifically defined file format/layout. Informed Anyone who will be updated when decisions are made or a task is completed. Interface A real-time or automated exchange of data between two systems. 92 of 117 May 2, 2017, Item #4.1 Install References the initial Installation of software files on client servers and preparing the software for use during configuration. The version currently available for general release will always be used during the initial Install. Legacy System The system from which a client is converting. Modification Modification of software program package to provide individual client requirements documented within the Scope of the Agreement. Peripherals An auxiliary device that connects to and works with the computer in some way. Examples: mouse, keyboard, scanner, external drive, microphone, speaker, webcam, and digital camera. Phase A portion of the Project in which specific set of related products are typically implemented. Phases each have an independent start, Production Cutover and closure dates but use the same Implementation Plans as other Phases within the Project. Phases may overlap or be sequential and may have the same Tyler Project manager or different individual assigned. Power User An experienced client person or group who is (are) an expert(s) in the client business processes, as well as knowledgeable in the requirements and acceptance criteria. Production The City is using the Tyler software to conduct daily operations. Project The Project includes all implementation activity from Plan & Initiate to Closure for all products, Applications and functionality included in a single Agreement. The Project may be broken down into multiple Phases. Project Plan The Project Plan serves as the master blueprint for the Project. As developed, the Project schedule will become a part of the Project Plan and outline specific details regarding tasks included in the Project Plan. Project Planning Meeting Occurs during the Plan & Initiate Stage to coordinate with the client Project manager to discuss Scope, information needed for Project scheduling and resources. Questionnaire A document containing a list of questions to be answered by the client for the purpose of gathering information needed by Tyler to complete the implementation. RACI A chart describing level of participation by various roles in completing tasks or Deliverables for a Project or process. Also known as a responsibility assignment matrix (RAM) or linear responsibility chart (LRC). Reports Formatted to return information related to multiple records in a structured format. Information is typically presented in both detail and summary form for a user to consume. Responsible The person who will be completing the task. 93 of 117 May 2, 2017, Item #4.1 Scope Products and services that are included in the Agreement. Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project and requires acknowledgement before continuing to the next Stage. Some tasks in the next Stage may begin before the prior Stage is complete. Stakeholder Presentation Representatives of the Tyler implementation team will meet with key client representatives to present high level Project expectations and outline how Tyler and the client can successfully partner to create an environment for a successful implementation. Standard Included in the base software (out of the box) package. Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project-specific activities and Deliverables Tyler will provide to the client. Test Plan Describes the testing process. Includes "Test Cases" to guide the users through the testing process. Test cases are meant to be a baseline for core processes; the client is expected to supplement with client specific scenarios and processes. Software Upgrade References the act of updating software files to a newer software release. 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. 94 of 117 May 2, 2017, Item #4.1 7 Munis Conversion Summary 7.1 Accounting COA Chart of Accounts segments, objects, character codes, project codes (if applicable), organization codes (if applicable), control accounts budget rollups, fund attributes, due to/due from accounts Requires the use of a Tyler provided spreadsheet for design and entry of the data to be converted 7.2 Accounting - Actuals Summary account balances Up to 3 years 7.3 Accounting - Budgets Original budget, budget adjustments, revised budget summaries for accounts Up to 3 years 7.4 Accounts Payable Master Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers Multiple remittance addresses Year-to-date 1099 amounts 7.5 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 7.6 Contracts Contract header detail with many fields available to convert including fiscal year and period, vendor number, department code, description, enforcement method code, dates for award, approval, entry and expiration, retention information, user-defined type and review codes, status code, user id for entry and approver. Additional fields are also available. Contract detail including line item account and amount detail 7.7 Fixed 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) 95 of 117 May 2, 2017, Item #4.1 7.8 Fixed Assets - History Transaction history data for acquisitions, disposals, transfers, etc. 7.9 General Billing CID Customer information 7.10 General Billing – Recurring Invoices General Billing Invoices that are sent on a regular basis Header records with general information about the invoice Detail records with line-specific information 7.11 General Billing – Bills Unlimited history of open and closed invoices General Ledger information so open invoices can be processed in Munis 7.12 Inventory Master General master data includes item, description, commodity code, purchase vendor and date, date received, GL information, hazard code, etc. Location master includes item, location, bin, various quantities (on-hand, last, committed, standard purchase, re-order), lead time; count, count date, and variance; GL information; plus many accumulator buckets (MTD/YTD/SOY/SOM/LY received /issued /adjusted /cost /value), etc. FIFO data includes item, location, date, qty-received, unit cost, and quantity on hand. 7.13 Inventory – Commodity Codes Commodity master information, including codes and descriptions, commodity type, acquisition type, unit of measure, vendor, buyer, approver, and various other codes and flags 7.14 Project Grant Accounting Segments, account strings and fund string allocation table Requires the use of a Tyler provided (Chart of Accounts) spreadsheet for design and entry of the data to be converted 7.15 Project Grant Accounting - Actuals Summary project ledger string balances Up to 3 years 7.16 Project Grant Accounting – Budget  Original project ledger budget amounts 96 of 117 May 2, 2017, Item #4.1  Up to 3 years 7.17 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. 7.18 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 7.19 Payroll - Deductions Employee Deductions - including employee ID, deduction codes, tax information, and direct deposit information 7.20 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 7.21 Payroll – Accrual Balances Employee Accrual Balances including Vacation, Holiday, and other Leave balances Start of year balance, earned to date, used to date 7.22 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. 7.23 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. 7.24 Payroll – Applicant Tracking Application requisition applicant master data, plus applicant references, certifications, education, skills, tests, work history, and interviews 97 of 117 May 2, 2017, Item #4.1 7.25 Payroll – PM Action History A variety of Personnel actions, such as job or salary changes and dates these events occurred. 7.26 Payroll – Position Control Position, description, status, job code, bargaining group, location, number of employees allowed for each, FTE percentage, GL account, and max/min grade and step 7.27 Payroll – State Retirement Tables Specific state-required data, plus related service years information, when appropriate Needed for some states 7.28 Payroll – Certifications Certification area and certification type codes, certification number and effective date, expiration date, and required-by date, codes for certification level and subjects 7.29 Payroll – Education Codes, for institution, type of degree, and area(s) of study 98 of 117 May 2, 2017, Item #4.1 Appendix 1: Reports 99 of 117 May 2, 2017, Item #4.1 100 of 117 May 2, 2017, Item #4.1 101 of 117 May 2, 2017, Item #4.1 102 of 117 May 2, 2017, Item #4.1 103 of 117 May 2, 2017, Item #4.1 104 of 117 May 2, 2017, Item #4.1 105 of 117 May 2, 2017, Item #4.1 Solution Pricing Summary 6/22/2016 9:35 AM Poway Appendix C - Mandatory Pricing.xlsx Page 1 of 12 Proposer Name: Solution Name: Solution Pricing Summary One Time Year 1 Year 2 Year 3 Year 4 Grand Total Total Software Licensing and Maintenance Costs 277,380$ -$ 64,666$ 67,899$ 71,294$ 481,240$ Total Implementation Services 216,775$ 216,775$ Total Interface Services -$ -$ Total Conversion Services 58,800$ 58,800$ Total Third Party Products 3,952$ -$ -$ -$ -$ 3,952$ Total Travel Expenses -$ -$ Total Solution Cost 556,907$ -$ 64,666$ 67,899$ 71,294$ 760,767$ Total Optional Ongoing Costs 34,650$ 27,834$ 35,463$ 37,236$ 39,098$ 174,280$ Total Solution Cost with Options 591,557$ 27,834$ 100,129$ 105,135$ 110,392$ 935,047$ Software Licensing and Maintenance Costs One Time Year 1 Year 2 Year 3 Year 4 Subtotal - Financial Modules 138,550$ -$ 33,939$ 35,636$ 37,418$ Subtotal - Payroll Modules 16,100$ -$ 2,898$ 3,043$ 3,195$ Subtotal - HR Modules 18,100$ -$ 3,258$ 3,421$ 3,592$ Subtotal - Other Modules 135,450$ -$ 24,571$ 25,800$ 27,090$ Total Software Licensing and Maintenance Costs 277,380$ -$ 64,666$ 67,899$ 71,294$ Implementation Services Days Impl Fee Subtotal - Financial Module Impl Services 62 79,050$ Subtotal - Payroll Module Impl Services 28 35,700$ Subtotal - HR Module Impl Services 16 20,400$ Subtotal - Other Modules Impl Services 35 44,625$ Subtotal - Other Professional Impl Services - 37,000$ Total Implementation Services 141 216,775$ Tyler Technologies Munis AT T A C H M E N T B 10 6 o f 1 1 7 Ma y 2 , 2 0 1 7 , I t e m # 4 . 1 City of Poway STANDARD AGREEMENT FOR SERVICES This Agreement, entered into this 2nd day of May, 2017, by and between the CITY OF POWAY (hereinafter referred to as "City") and NexLevel Information Technology, Inc. (hereinafter referred to as "Consultant"). RECITALS WHEREAS, City desires to obtain the services of a private consultant to perform information technology consulting services for the Enterprise Resource Planning (ERP) implementation; and WHEREAS, Consultant is a(n) information technology consultant and has represented that Consultant possesses the necessary qualifications to provide such services; and WHEREAS, City has authorized the preparation of an agreement to retain the services of Consultant as hereinafter set forth. NOW, THEREFORE, IT IS MUTUALLY AGREED THAT CITY DOES HEREBY RETAIN CONSULTANT ON THE FOLLOWING TERMS AND CONDITIONS: 1.Scope of Services. Consultant shall provide services as described in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 2.Compensation and Reimbursement. City shall compensate and reimburse Consultant as provided in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 3.Term of Agreement. The term of this Agreement shall be as described on Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 4.Termination. This Agreement may be terminated with or without cause by City. Termination without cause shall be effective only upon 60-day written notice to Consultant. During said 60-day period Consultant shall perform all consulting services in accordance with this Agreement. This Agreement may be terminated by City for ATTACHMENT C107 of 117 May 2, 2017, Item #4.1 cause in the event of a material breach of this Agreement, misrepresentation by Consultant in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by City. Termination for cause shall be effected by delivery of written notice of termination to Consultant. Such termination shall be effective upon delivery of said notice. 5.Confidential Relationship. City may from time to time communicate to Consultant certain information to enable Consultant to effectively perform the services. Consultant shall treat all such information as confidential, whether or not so identified, and shall not disclose any part thereof without the prior written consent of the City. Consultant shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services. The foregoing obligation of this Paragraph 5, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of Consultant, hereafter disclosed in publicly available sources of information; (iii) is now in the possession of Consultant without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to Consultant by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. Consultant shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this contract without the prior written consent of the City. In its performance hereunder, Consultant shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. 6.Office Space and Clerical Support. Consultant shall provide its own office space and clerical support at its sole cost and expense. 7.Covenant Against Contingent Fees. Consultant declares that it has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of the Agreement. For breach of violation of this warranty, City shall have the right to annul this Agreement without liability, or, at its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 108 of 117 May 2, 2017, Item #4.1 8. Ownership of Documents. All memoranda, reports, plans, specifications, maps and other documents prepared or obtained under the terms of this Agreement shall be the property of City and shall be delivered to City by Consultant upon demand. 9. Conflict of Interest and Political Reform Act Obligations. During the term of this Agreement Consultant shall not act as consultant or perform services of any kind for any person or entity whose interests conflict in any way with those of the City of Poway. Consultant shall at all times comply with the terms of the Political Reform Act and the local conflict of interest ordinance. Consultant shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the City in which the Consultant has a financial interest as defined in Government Code Section 87103. Consultant represents that it has no knowledge of any financial interests which would require it to disqualify itself from any matter on which it might perform services for the City. “Consultant” means an individual who, pursuant to a contract with a state or local agency: (A) Makes a governmental decision whether to: 1. Approve a rate, rule or regulation; 2. Adopt or enforce a law; 3. Issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; 4. Authorize the City to enter into, modify, or renew a contract provided it is the type of contract that requires City approval; 5. Grant City approval to a contract that requires City approval and to which the City is a party, or to the specifications for such a contract; 6. Grant City approval to a plan, design, report, study, or similar item; 7. Adopt, or grant City approval of, policies, standards, or guidelines for the City, or for any subdivision thereof; or (B) Serves in a staff capacity with the City and in that capacity participates in making a governmental decision as defined in Regulation 18702.2 or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code. 109 of 117 May 2, 2017, Item #4.1 DISCLOSURE DETERMINATION: □ 1. Consultant/Contractor will not be “making a government decision” or “serving in a staff capacity” as defined in Sections A and B above. No disclosure required. □ 2. Consultant/Contractor will be “making a government decision” or “serving in a staff capacity” as defined in Sections A and B above. As a result, Consultant/Contractor shall be required to file a Statement of Economic Interest with the City Clerk of the City of Poway in a timely manner as required by law. _________________________________ DEPARTMENT DIRECTOR 10. No Assignments. Neither any part nor all of this Agreement may be assigned or subcontracted, except as otherwise specifically provided herein, or to which City, in its sole discretion, consents to in advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be void. 11. Maintenance of Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the contract period and for three (3) years from the date of final payment under this Agreement, for inspection by City and copies thereof shall be furnished, if requested. 12. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of the City of Poway. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes such services. 13. Licenses, Permits, Etc. Consultant represents and declares to City that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any 110 of 117 May 2, 2017, Item #4.1 license, permit, or approval which is legally required for Consultant to practice its profession. 14. Consultant's Insurance. Consultant shall provide insurance as set forth in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 15. Indemnification. (a) For Claims (as defined herein) other than those alleged to arise from Consultant’s negligent performance of professional services, City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees") shall have no liability to Consultant or any other person for, and Consultant shall indemnify, protect and hold harmless Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses, including reasonable attorneys' fees and disbursements (collectively "Claims"), which Indemnitees may suffer or incur or to which Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of Consultant's negligent performance under this Agreement, or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, sub-consultants or employees. (b) For Claims alleged to arise from Consultant’s negligent performance of professional services, Indemnitees shall have no liability to Consultant or any other person for, and Consultant shall indemnify and hold harmless Indemnitees from and against, any and all Claims that Indemnitees may suffer or incur or to which Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise to the extent occurring as a result of Consultant's negligent performance of any professional services under this Agreement, or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, sub-consultants or employees, committed in performing any of professional services under this Agreement. For Claims alleged to arise from Consultant’s professional services, Consultant’s defense obligation to Indemnitees shall include only the reimbursement of reasonable defense costs and attorneys’ fees to the extent caused by Consultant’s negligence. (c) The foregoing obligations of Consultant shall not apply to the extent that the Claims arise from the sole negligence or willful misconduct of City or its elected and appointed boards, officials, officers, agents, employees and volunteers. (d) In any and all Claims against City by any employees of the Consultant, anyone directly or indirectly employed by it or anyone for whose acts it may be liable, the indemnification obligation under this Section 15 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Consultant under worker's compensation acts, disability benefit acts or other employee benefit acts. 111 of 117 May 2, 2017, Item #4.1 16. Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, expressed or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 17. Personnel. Consultant shall assign qualified and certified personnel to perform requested services. The City shall have the right to review and disapprove personnel for assignment to Poway projects. City shall have the unrestricted right to order the removal of any person(s) assigned by Consultant by giving oral or written notice to Consultant to such effect. Consultant's personnel shall at all times comply with City's drug and alcohol policies then in effect. 18. Notices. Notices shall be given as described on Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof. 19. Dispute Resolution. In the event of a dispute between City and Consultant concerning the terms of this Agreement or its performance, the parties agree to initially submit such dispute to voluntary mediation before a mutually acceptable mediator prior to arbitration or litigation. In the event that the subject of such action is compensation claimed by Consultant in the event of termination, Consultant's damages shall be limited to compensation for the 60-day period for which Consultant would have been entitled to receive compensation if terminated without cause. In the event of arbitration, each party shall bear its own attorneys' fees and costs incurred. Any action to enforce or interpret the terms or conditions of this Agreement shall be brought in the Superior Court in San Diego County, Central Division. Consultant hereby waives any right to remove any such action from San Diego County as is otherwise permitted by California Code of Civil Procedure section 394. 20. Gender. Whether referred to in the masculine, feminine, or as "it," "Consultant" shall mean the individual or corporate consultant and any and all employees of consultant providing services hereunder. 112 of 117 May 2, 2017, Item #4.1 21. Counterparts. This Agreement (and any amendments) may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Documents delivered by telephonic facsimile transmission shall be valid and binding. 22. Entire Agreement. This Agreement shall constitute the entire understanding between Consultant and City relating to the terms and conditions of the services to be performed by Consultant. No agreements, representations or promises made by either party, whether oral or in writing, shall be of any force or effect unless it is in writing and executed by the party to be bound thereby. 23. Pension Reform Act of 2013 At all times during the term of the Agreement with the City, no officer, director, shareholder, member, partner, employee, or contractor, providing services to the City, will be a “retired annuitant,” under the City’s retirement system, ineligible for temporary employment under section 7522.56 of the California Government Code, which was added as a part of the Pension Reform Act of 2013. For the purposes of this statement a “retired annuitant” is a person retired from the California Public Employees’ Retirement System (“CalPERS”). Any retired annuitant proposed to provide work on behalf of the City must be eligible for appointment under the Pension Reform Act of 2013, and any other applicable laws, without any adverse financial impact to the City. (Remainder of page intentionally left blank) 113 of 117 May 2, 2017, Item #4.1 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written. CITY OF POWAY CONSULTANT By: _________________________ By: _______________________________ Tina White, City Manager Terry Hackelman, Managing Principal Dated: ______________________ Dated: ____________________________ ATTEST: Nancy Neufeld, City Clerk APPROVED AS TO FORM: By: _________________________ Morgan L. Foley, City Attorney 114 of 117 May 2, 2017, Item #4.1 "SPECIAL PROVISIONS" EXHIBIT "A" A. Scope of Services. Consultant agrees to perform consulting services as required by City. Consultant shall provide the necessary qualified personnel to perform the services. In performance of the services Consultant shall provide information technology consulting as detailed in the Scope of Services submitted with the proposal dated April 14, 2017, which are included in this document as Attachment 1. B. Compensation and Reimbursement. City shall pay Consultant a fee in accordance with the Fee Proposals submitted with the proposal dated April 14, 2017, which are included in this document as Attachment 1. Total fee is not to exceed $163,800 and includes all expenses, including lodging, telephone, and travel (air, auto, rail) necessarily incurred in performance of the services. Consultant's fee shall include and Consultant shall be responsible for the payment of all federal, state, and local taxes of any kind which are attributable to the compensation received. C. Term of Agreement. This Agreement shall be effective from the period commencing May 2, 2017 and ending June 30, 2019, unless sooner terminated by City as provided in the section of this Agreement entitled "Termination." Upon expiration or termination of this Agreement, Consultant shall return to City any and all equipment, documents or materials and all copies made thereof which Consultant received from City or produced for City for the purposes of this Agreement. D. Consultant's Insurance. 1. Coverages: Consultant shall obtain and maintain during the life of this Agreement all of the following insurance coverages: (a) Comprehensive General Liability, including premises- operations, products/completed, broad form property damage, and blanket contractual liability with the following coverages: General Liability $1,000,000 Bodily Injury and Property Damage combined each occurrence and $2,000,000 aggregate. (b) Automobile Liability, including owned, hired, and non-owned vehicles: $1,000,000 combined single limit. 115 of 117 May 2, 2017, Item #4.1 (c) Consultant shall obtain and maintain, during the life of the Agreement, a policy of Professional Errors and Omissions Liability Insurance with policy limits of not less than $1,000,000 combined single limits, per claim and annual aggregate. (d) Workers' Compensation insurance in statutory amount. All of the endorsements which are required above shall be obtained for the policy of Workers' Compensation insurance. 2. Endorsements: Endorsements shall be obtained so that each policy contains the following three provisions: (a) Additional Insured. (Not required for Professional Errors and Omissions Liability Insurance or Workers' Compensation.) "City of Poway and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City." (b) Notice. "Said policy shall not terminate, nor shall it be canceled, until thirty (30) days after written notice is given to City." (c) Primary Coverage. "The policy provides primary coverage to City and its elected and appointed boards, officers, agents, and employees. It is not secondary or in any way subordinate to any other insurance or coverage maintained by City." 3. Insurance Certificates: Consultant shall provide City certificates of insurance showing the insurance coverages described in the paragraphs above, in a form and content approved by City, prior to beginning work under this Agreement. E. Notices. All notices, billings and payments hereunder shall be in writing and sent to the following addresses: To City: City of Poway 13325 Civic Center Drive P.O. Box 789 116 of 117 May 2, 2017, Item #4.1 Poway, CA 92074 To Consultant: Terry Hackelman NexLevel Information Technology, Inc. 6829 Fair Oaks Blvd., Suite 100 Carmichael, CA 95608 117 of 117 May 2, 2017, Item #4.1