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LICENSE AND SERVICES AGREEMENTLICENSE AND SERVICES AGREEMENT This License and Services Agreement is made between Tyler Technologies, Inc. and 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 the City of Clearwater. • "Defect" means a failure of the Tyler Software to substantially conform, except for minor or inconsequential errors to the functional descriptions set forth in our written proposal to you, the Documentation, and, as applicable, the mutually agreed specifications for the software modifications and in -scope integrations included in this Agreement, 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; however, in no case will current functionality be reduced or eliminated except as specifically permitted through this Agreement. • "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. • "Statement of Work" means the industry standard implementation plan describing how our professional services will be provided to implement the Tyler Software, and outlining your and our roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit E. ••:;. tyler • nneiogies 1 • "Support Call Process" means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C. • "Third Party Terms" means, if any, the end user license agreement(s) or similar terms for the Third Party Software, as applicable and attached as Exhibit D. • "Third Party Hardware" means the third party hardware, if any, identified in the Investment Summary. • "Third Party Products" means the Third Party Software and Third Party Hardware. • "Third Party Software" means the third party software, if any, identified in the Investment Summary. • "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. • "Users" means employees, contractors, agents, affiliates and other parties affiliated with the Client who have the right to use and have access to the Software either on site or remotely to support the Client's lawful use of the Software or to access Clients' information, transactions and reports, provided, however, that any party using or accessing the Tyler Software is subject to all terms and conditions related to such use or access as though the party were the Client. Further, Client shall be responsible for any use or access of the Software in violation of the terms and conditions of this Agreement. • "we ", "us ", `bur" 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 non - exclusive, perpetual (notwithstanding expiration of the Term per section 1(23) of this Agreement) 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, training, archival, 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, provided that Tyler notifies you in writing of any noncompliance and what is required to correct such noncompliance, and you receive a reasonable opportunity to cure such noncompliance. 1.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non- commercial reference purposes only. 1.3 You may not: (a) transfer or assign the Tyler Software to a third party (but subject to Section 1(8)); (b) reverse engineer, decompile, or disassemble the Tyler Software; (b) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (c) publish or otherwise disclose the Tyler Software or Documentation to third parties except for your contractors and other third parties who are supporting your implementation, maintenance or productive use of the Tyler Software, or as otherwise agreed to by Tyler. In such event, Client shall ensure any such third parties or contractors use strictly conforms to the terms and conditions of this Agreement, including execution of appropriate non- disclosure agreements. By way of example, and not limitation, any such use shall only be for Client's internal business purposes. Client shall be responsible for any violations of the terms and conditions of this Agreement by such third parties to whom the Client discloses the Tyler Software or Documentation. The foregoing notwithstanding, Client agrees that it will not disclose the Tyler Software or Documentation to any party who could reasonably be understood to be a competitor of Tyler. .4% tyler •� tecnnnlogies 2 1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will make reasonable efforts to 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 but subject to Tyler's obligations, if any, if you are a current Tyler System Management (TSM) customer. 1.6 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. At any time, you may be added as a beneficiary to the escrow agreement by completing a standard beneficiary enrollment form and paying the annual beneficiary fee (currently $1,500) . 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. The rights and obligations of the parties regarding the escrow of the program source code and its related documentation shall be as set forth in the Software Escrow Agreement entered into between Tyler and the escrow vendor and to which the Client enrolls as a beneficiary. This Software Escrow Agreement shall be in a form substantially the same as that Agreement attached hereto as Exhibit F. The parties expressly agree and acknowledge that the licensed Software is "intellectual property" as defined by § 101(35A) of the United States Bankruptcy Code. 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 at no additional cost to you beyond payment of the annual maintenance and support fees in accordance with our Invoicing and Payment Policy. If we are unable to cure the Defect or provide a replacement product, you may terminate this Agreement and we will provide you a refund according to the schedule set forth below: 4.1 If the Defect occurs in a Module before the Final Acceptance Date of the associated phase, we will refund you all software license fees paid by you related to the Defective Module through our receipt of your notice of termination. 4.2 If the Defect occurs in a Module after the phase's Final Acceptance Date, we will refund you the software license fees paid for the Defective Module, as depreciated on a straight -line basis over a seven (7) year period commencing one (1) year from the Effective Date. 4.3 Alternatively, the parties may agree to amend this Agreement to set out a process for resolving the Defect in some other, mutually agreeable fashion. This remedy will be your sole remedy if we are unable to cure the Defect or provide a replacement product. 5. Solution Longevity. We certify that the Tyler Software listed in the Investment Summary will remain available and fully supported, including all updates included for year -end processing of tax information, for a minimum of ten (10) years from the Effective Date. Availability of support is contingent on your compliance •••'•• tyler 3 with the terms of this Agreement and timely payment of annual maintenance and support fees. 6. Successor Software. As long as you maintain a continuous Maintenance Agreement with us for the Tyler Software, and (i) in the event Tyler Software is no longer supported, and (ii) we make available successor software products (e.g., software products based on a new technical architecture) ( "Successor Products ") with substantially similar price, features, and functionality to the Tyler Software within ten (10) years from the Effective Date, then you, at your sole discretion, may transfer the Tyler Software to the Successor Products, for no additional license fees. In the event you elect to transfer your Tyler Software license to the Successor Products, you shall return to us the Tyler Software and pay the then - current maintenance fees for the Successor Products, and fees for services, third party hardware and software associated with the transfer to the Successor Products, at our then current rate(s), except that you may retain a single, non - production archive copy of the Tyler Software that will be kept for use only in the event of a requirement of law, by the IRS, by a regulatory or governmental agency, by our auditors, or by judicial direction. SECTION C — PROFESSIONAL SERVICES 1. Services. We will provide you the various implementation - related services itemized in the Investment Summary and described in the Statement of Work. 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary in accordance with Exhibit B. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good - faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in -scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours. 3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and /or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for ninety (90) 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 habitually cancel services less than two (2) weeks in advance (other than for Force Majeure or due to Tyler's failure to timely perform its obligations under this Agreement), you will be liable for all (a) non - refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel, provided that we will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments. Notwithstanding the foregoing, you shall not be liable to us if the cancellation is due to a Defect in the Tyler Software that directly impacts the scheduled services, or a delay in the project plan attributable solely to us. 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. We, through the exercise of our professional judgment and expertise, warrant that the services included in the Agreement are reasonably sufficient to deliver the •• .% tyler .•• ecnnologies 4 scope of work as mutually agreed and indicated in and through this Agreement upon its execution, provided you timely meet your obligations under the Agreement. In the event that services are not reasonably sufficient to deliver the scope of work, at no fault of yours, we will timely complete the scope of work 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. Both parties acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of both party's personnel. Both Tyler and Client agree to use all reasonable efforts to cooperate with and assist the other party as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with each other to schedule the implementation - related services outlined in this Agreement. Neither party will be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by the other party's personnel to provide such cooperation and assistance (either through action or omission). 8. Videotaping Training Sessions. You may videotape our training sessions for your internal purposes only. Client will treat such records of training sessions as containing Tyler Confidential Information and subject to the requirements of 1(17) of this Agreement. 9. Personnel. 9.1 Tyler shall have the right to assign personnel to this Agreement, but Client shall have the right of review of Tyler personnel, including but not limited to Tyler employees, contractors and sub - contractors, assigned to the project related to this Agreement. This includes but is not limited to the ability to require a timely qualified replacement. 9.2 The Client will have the right to interview and review resumes containing information on past client assignments including dates of engagement, role, and client for Key Personnel, as defined by the Statement of Work, assigned to the Client's project prior to each resource beginning work on the Client's project. Tyler will provide resumes listing past project experience, the role performed at each project, and dates of engagement with the project at least ten (10) days prior to any Key Personnel beginning work on the Client's project. Within five (5) business days of your receipt of those resumes, you may notify us that you do not agree to the proposed assignment. 9.3 You acknowledge and agree that our assignments are subject to our reasonable discretion, and you agree that you will not unreasonably protest those assignments, in light of the proposed task and the complement of experience levels on the project team. We will submit a resume for any replacement candidates, which you may review. 9.4 Tyler shall not remove or transfer a person filling a Key Personnel role without the prior written approval of the Client, which approval shall not be unreasonably withheld. In the event that Key Personnel are removed from the project for reasons outside the Client's control or without the Client's permission, Tyler and the Client shall agree to a plan to acclimate new personnel to the Client's project, resources, •••'•• tyler •• .I RP.S 5 and policies. If possible, Tyler shall identify replacement personnel and complete transition prior to Key Personnel being removed. Such transition process will include shadowing, on -site planning meetings, including participation in steering committee meetings, and document review. Tyler will use best commercial efforts to maintain consistency of personnel assigned to the project except as specified or agreed to by Client, or due to the following exceptions: illness, death, termination or resignation from Tyler. 9.5 Provided Client has reasonable basis for doing so, Client shall have the right to unilaterally dismiss Tyler personnel from the project. 9.6 Client will not be responsible for paying the time or costs related to briefing, training and on- boarding any new Tyler staff assigned to the project. 10. Background Checks and Security Clearance. 10.1 For at least the past ten (10) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies. 10.2 Client may require Tyler re- perform criminal background checks on employees if the prior check was performed more than twelve (12) months prior to delivery of services. 10.3 In the event Tyler does not re- perform such checks, Client may, if and to the extent required by applicable law, conduct criminal background checks of Tyler personnel, including Tyler contractors, who would perform services under this Agreement or who will have access to Client's information, data, or facilities and provided such checks are in accordance with Client's current background check policies. Any officer, employee, contractor or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law. 10.4 Client will have final authority, based on security reasons: (i) to determine when security clearance of Tyler personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting Tyler personnel, agents and contractors, subject to Tyler's approval, with such approval not to be unreasonably withheld; and (iii) to determine whether or not any individual or entity may provide services under this Agreement due to security concerns. If Client objects to any Tyler personnel, contractors or agents for any reasonable cause not prohibited by law, then Tyler will, upon notice from Client, remove any such individual from performance of services under 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. 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; %et tyler • ternnologies 6 (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 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 '4% tyler 7 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 thirty (30) 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 1(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 1(3). 2. 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. 3. Force Majeure. You may terminate this Agreement if a Force Majeure event suspends performance of scheduled tasks for a period of forty-five (45) days or more. 4. Convenience. With thirty (30) days written notice, you may terminate this agreement for convenience. 5. Mutual Agreement. This agreement may be terminated at any time during its term upon mutual agreement by both parties. 6. Effect of Termination. In the event of termination as described in Section G, 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, relative to this Agreement, prior to the effective date of termination. Any disputed fees and expenses may be withheld at termination, subject to the requirements of the Invoice Dispute process set forth in Section F(2). SECTION H — INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 We will indemnify, hold harmless and defend Client against any third party claim(s) that the Tyler Software, services, tools, or Documentation infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets, and will assume at the time incurred, and pay all settlements to which we consent, amounts from any adverse final judgment, costs, losses, liabilities, damages and attorney fees, including reasonable expenses incurred by Client. Client must promptly notify us in writing of the claim and give us sole control over its defense or settlement, except that Client has the • tyler 8 right to choose separate counsel for its own defense. Client will pay for, and Tyler will not indemnify Client for, such separate counsel. Client must notify us promptly in writing of the claim and give us sole control over its defense or settlement. Client agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. We both agree that neither party shall have the authority to bind, obligate, or commit the other party by any representation or promise without the prior written approval of the other party. 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 sufficient information of that requirement to Client and Client had reasonably sufficient time to implement and install the current version; (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 Client's direction or otherwise permitted by Client; except if done at the direction of Tyler or is Assignee (d) use of the Tyler Software in contradiction of this Agreement, including with non - licensed third parties except if done at the direction of Tyler or its Assignee; or (e) willful infringement, including use of the Tyler Software after we notify Client in writing 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. 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 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 for personal injury or property damage only to the extent caused by your sole negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement, except if directed to do so by Tyler. This indemnification shall not be construed to be an indemnification for the acts or omissions of third parties, independent contractors or third party agents of the Client. This indemnification shall not be construed as a waiver of the Client's sovereign immunity, and shall be interpreted as limited to only such •••'•• tyler 9 traditional liabilities for which the Client could be liable under the common law interpreting the limited waiver of sovereign immunity. Any claims against the Client pursuant to this Section H must comply with the procedures found in §768.28, Florida Statutes. In order to comply with the requirements of §129.06, Florida Statutes, and Article VII, section 10 of the Florida Constitution, the value of this indemnification is limited to the lesser of the amount payable by either party under the substantive provisions of this Agreement, or the limitations of §768.28, Florida Statutes. In addition, this indemnification shall be construed to limit recovery by the indemnified party against the Client to only those damages caused by Client's sole negligence, and specifically not include any attorney's fees or costs associated therewith.. 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 THE TOTAL AMOUNT OF FEES SET FORTH IN THE INVESTMENT SUMMARYTHE 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 (including Cyber Liability) of at least $3,000,000; (d) Workers Compensation complying with applicable statutory requirements; Employer's Liability in the minimum amount of $500,000 (five hundred thousand dollars) each employee each accident, $500,000 (five hundred thousand dollars) each employee by disease, and $500,000 (five hundred thousand dollars) disease policy limit, and (f) Excess /Umbrella Liability of at least $5,000,000. We will add the City of Clearwater, inclusive of its officers, employees, volunteers, contractors and subcontractors, as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess /Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request. Tyler shall provide thirty (30) days written notice of any cancellation, non - renewal, termination, material change or reduction in coverage. Tyler's insurance as outlined above shall be primary and non - contributory coverage for Tyler's negligence in claims for which Tyler is liable. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the City, and City's failure to request evidence of this insurance shall not be construed as a waiver of Tyler's (or any contractors', subcontractors', representatives' or agents') obligation to provide the insurance coverage specified. Upon execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains in effect, Tyler will furnish the City with a signed Certificate of Insurance(s) (using the appropriate ACORD certificate, and with • tyler 10 applicable endorsements) evidencing all of the coverage set forth above and naming the City as an "Additional Insured" on the Commercial General Liability Insurance. The address where such certificates shall be sent or delivered is as follows: • City of Clearwater • Attn: Purchasing Department, RFP #16 -16 • P.O. Box 4748 • Clearwater, FL 33758 -4748 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 thirty (30) months from the Effective Date, and thereafter at our then - current list price, by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those thirty (30) 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 thirty (30) 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 make commercially reasonable efforts to convene within fifteen (15) 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 taxes based upon the net worth, gross or net income of Tyler; taxes based upon the franchise of Tyler; taxes based upon any equipment or software leased by Tyler, other than that which is licensed in this Agreement; which are owned and licensed by Tyler; and taxes paid by or for any employee of Tyler. Client reserves the right to review the tax charges and, in no event, will be responsible to pay more than is appropriate or actually paid under applicable law. 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, ••::�. tyler e,nn,,,oa,e 11 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. If Tyler has received authorization to subcontract work, it is agreed that all subcontractors performing work under this Agreement must comply with its provisions. Further, all agreements between Tyler and its subcontractors must provide that the terms and conditions of this Agreement be incorporated herein. 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, and provided that Tyler's consent is not required for an assignment by Client as a result of a name changes or jurisdictional reorganization, annexations, or other assignments, all of which are required by law or judicial direction. Tyler reserves the right to charge additional license and maintenance fees based on a change in category. Additionally, Client will be responsible for any required professional services or third party products made necessary for such assignment. 9. Force Maieure. 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 make reasonable efforts to provide the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 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 MS. tyler • nnarosie, 12 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 and provided the sender confirms with the USPS that such mail was delivered. 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. Tyler will not use the name of the City of Clearwater in any advertising or publicity without obtaining the prior written consent of the City. The foregoing notwithstanding, Tyler may include you in client lists without seeking your consent. 17. Confidentiality, Data Ownership & Security. 17.1 Both parties recognize that their respective employees and agents, in the course of performance ofthis 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. The foregoing notwithstanding, both parties recognize that this Agreement is governed by State of Florida law and, accordingly, is subject to Chapter 119, Florida Statutes. 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 except as required by law. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: 17.1.1 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; 17.1.2 a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; 17.1.3 a party receives from a third party who has a right to disclose it to the receiving party; 17.1.4 is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement, or as required by law, administrative or judicial process or compelled by governmental authority; provided, however, that in the event either party receives an open records or other similar applicable request, the receiving party will promptly notify the other part so that the other party may seek a protective order or other remedy. After notice from you that a public records request has been made for the materials designated as confidential or trade secret, we shall be solely responsible for defending its determination that the requested material is subject to an exception pursuant to Chapter 119, Florida Statutes at our sole cost, which action shall be taken promptly, but no later than 10 calendar days from the date of notification, unless the statute permits a longer period, and in such event, Tyler shall be permitted such longer period to responds), or the trade secret designation of the materials will be deemed waived; or 17.1.5 information which the receiving party establishes was developed independently of 1:! tyler .� ternroloRK 13 confidential information furnished to it. 17.2 Disaster Recovery and TSM. Our Disaster Recovery and TSM services, if acquired, will at all times comply with the terms of this Agreement, applicable laws, and SSAE16 or successive auditing standards, if and as applicable. 17.3 No Harmful Code. We warrant that the Tyler Software does not contain Harmful Code as of the Available Download Date, nor in any subsequent releases, bug patches, version releases or updates made available for download. For purposes of this Agreement, "Harmful Code" is any code containing any program, routine, device or other disruptive technologies which is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, including without limitation, any time bomb, lockout device, virus, drop -dead device, malicious logic, worm, Trojan horse, trap or back door entries. We will include in contracts with any subcontractor a provision which prohibits the use of Harmful Code. Tyler will correct all such non - conformance in a timely manner and at no cost to Client. 17.4 Data Ownership and Storage. To the extent your data is stored on our servers, we covenant that any such data from you, your employees or customers or derived therefrom will be stored only in the United States of America. The data or any information derived therefrom will not be transferred, moved, or stored in or at any location outside the United States of America. All such data and any information derived therefrom will be subject to this Confidentiality, Data Ownership & Security provision. We covenant that neither we nor our subcontractors, if any, will sell or give away any such Client data or information derived therefrom." 18. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and /or contact information so that we may timely obtain such license. 19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of Florida, without regard to its rules on conflicts of law and to exclusive jurisdiction and venue in the federal or state courts sitting in Pinellas County, Florida. 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. 21.1 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. 21.2 Client has entered into various cooperative purchasing agreements with other Florida government agencies, including the Tampa Bay Area Purchasing Cooperative. Under a Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies with the approval of Tyler. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and /or procurement rules and regulations of the respective government agency. Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. Client is not responsible for any disputes arising out of transactions ••:- . tylereS 14 made by others. 22. Contract Documents. This Agreement includes the following exhibits: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Investment Summary Invoicing and Payment Policy Schedule 1: Business Travel Policy Maintenance and Support Agreement Schedule 1: Support Call Process Third Party Terms Statement of Work Escrow Agreement Tyler Proposal dated April 28, 2016 ( "Proposal "), submitted in response to Client RFP Client Request for Proposal #16 -16 ( "RFP "), dated March 15, 2016 Agreement for Tyler Systems Management Disaster Recovery Terms In the event of conflict between portions of this Agreement, the following order of precedence shall apply: Sections A -I of the Agreement and Exhibits A -F (and Exhibits I & J in the event client obtains either or both services) Exhibit G —Tyler Proposal Exhibit H — Client RFP 23. Term of Agreement. This Agreement shall have a term of ten (10) years from the Effective Date. In advance of the expiration of such term, unless earlier terminated in accordance with its terms, Tyler and the Client will communicate regarding renewal options and requirements. 24. Audits and Records. Tyler must preserve the records related to this Agreement for five (5) years after completion of this Agreement. Client or its authorized agent reserves the right to inspect any records directly related to the performance of work specified herein. In addition, Client may, annually, inspect any and all payroll, billing or other directly relevant records kept by Tyler in relation to this Agreement. Tyler will permit such inspections and audits during normal business hours and upon reasonable notice by Client. The audit of records may occur at Tyler's place of business or at Client offices, as mutually determined. Signature page follows 15 •f•e. tyler IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below. Countersigned: CteOf t(ACI'Att, George N. Cretekos Mayor CITY OF CLEARWATER, FLORIDA By: Approved as to form: Attest: atthew Smi Assistant City Attorney Address for Notices: City of Clearwater P.O. Box 4748 Clearwater, FL 33758 Attention: Jay Ravins, Finance Director Tyler Technologies, Inc. By: 0.40A, �iiM l Name: Abigail Diaz Title: Chief Legal Officer Date: March 13, 2017 Address for Notices: Tyler Technologies, Inc. One Tyler Drive Yarmouth, ME 04096 Attention: Chief Legal Officer 16 allum 1444.0.7a, William B. Home II City Manager (IAA: Q-1--C- Rosemarie Call City Clerk •••'•• tyler • • • •..• tyler . • technologies 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 following pages. -v. tyler • • ,erhno,oaiP, 17 • ••••••• tyler •.. • technologies Sales Quotation For City of Clearwater 112 S Osceola Ave Clearwater, Florida 33756 Phone (727) 562 -4040 Tyler Software and Related Services Quoted By: Tim Vickers Date: 3/10/2017 Quote Expiration: 8/7/2017 Quote Name: City of Clearwater- ERP -Munis Quote Number: 2017 -26290 Quote Description: RFP 16 -16, Financial Management System On- Premise Revised 3/10/2017 Description License Imp!. Days Impl. Cost Data Conversion Module Total Year One Maintenance Financials: Accounting /GL /BG /AP Capital Assets Cash Management Contract Management Project & Grant Accounting Purchasing Revenue: Accounts Receivable General Billing Productivity: Tyler Forms Processing $267,750.00 $67,200.00 $48,500.00 $29,950.00 $42,000.00 $117,800.00 73 $93,075.00 23 $29,325.00 $22,400.00 $383,225.00 $8,500.00 16 $20,400.00 $0.00 12 $15,300.00 $6,500.00 14 $17,850.00 $11,000.00 53 $67,575.00 $58,500.00 35 $44,625.00 $27,500.00 $19,500.00 Tyler Content Manager SE $75,000.00 Munis Analytics & Reporting $222,900.00 21 $26,775.00 $4,500.00 $105,025.00 $48,195.00 $12,096.00 $68,900.00 $8,730.00 $51,750.00 $5,391.00 $70,850.00 $7,560.00 $189,875.00 $21,204.00 $0.00 $103,125.00 $10,530.00 $13,800.00 $68,075.00 $4,950.00 0 $0.00 $0.00 $19,500.00 $3,900.00 8 $10,200.00 $0.00 23 $29,325.00 $0.00 2017 -26290 - RFP 16 -16, Financial Management System On- Premise Revised 3/10/2017 CONFIDENTIAL $85,200.00 $13,500.00 $252,225.00 $40,122.00 1 of 10 Tyler Software and Related Services Description License Imp'. Days Imp'. Cost Data Conversion Module Total Year One Maintenance Additional: CAFR Statement Builder Other Services $35,000.00 Sub - Total: $1,011,600.00 Less Discount: $252,901.00 TOTAL: $758,699.00 5 $6,375.00 $360,825.00 283 $360,825.00 $0.00 $66,700.00 $0.00 $66,700.00 $41,375.00 $1,439,125.00 $252,901.00 $1,186,224.00 $6,300.00 $182,478.00 $182,478.00 $0.00 Description Quantity Unit Price Unit Discount Extended Price 50% of Dedicated Project Manager (Monthly) AP /PR Check Recon Import AP Positive Pay Export Format Change Management Self Service End User Training - Up to 300 Users Extended Analysis - Accounts Payables Extended Analysis - Budget Extended Analysis - Capital Assets Extended Analysis - Cash Management Extended Analysis - Contract Management Extended Analysis - General Billing Extended Analysis - General Ledger Extended Analysis - Project & Grant Accounting Extended Analysis - Purchasing Implementation Day Install Fee - New Server Install -WIN Munis Admin & Security P -Card Import Format Report Development - Custom Allowance Tyler Forms Library - Financial Tyler Forms Library - General Billing 2017 -26290 - RFP 16 -16, Financial Management System On- Premise Revised 3/10/2017 13 1 $12,000.00 $0.00 $1,000.00 $0.00 1 $3,000.00 1 $0.00 $25,000.00 $0.00 $156,000.00 $1,000.00 $3,000.00 $25,000.00 15 $1,275.00 $0.00 $19,125.00 9 $1,275.00 $0.00 $11,475.00 9 $1,275.00 $0.00 $11,475.00 9 $1,275.00 $0.00 $11,475.00 9 $1,275.00 $0.00 $11,475.00 5 $1,275.00 $0.00 $6,375.00 14 $1,275.00 $0.00 $17,850.00 9 $1,275.00 $0.00 $11,475.00 16 $1,275.00 $0.00 $20,400.00 9 $1,275.00 $0.00 $11,475.00 30 $1,275.00 $0.00 $38,250.00 1 $12,000.00 $0.00 $12,000.00 7 $1,275.00 $0.00 $8,925.00 1 $5,500.00 $0.00 $5,500.00 10 $1,275.00 $0.00 $12,750.00 1 $3,400.00 $0.00 $3,400.00 1 $2,500.00 $0.00 $2,500.00 CONFIDENTIAL 2 of 10 Other Services Description Quantity Unit Price Unit Discount Extended Price Tyler Forms Individual Financial Form 5 $500.00 $0.00 $2,500.00 Tyler Forms Processing Configuration TOTAL: 3rd Party Hardware, Software and Services 1 $3,000.00 $0.00 $3,000.00 $406,425.00 Description Quantity Unit Price Unit Discount Total Price Unit Maintenance Unit Maintenance Total Year One Discount Maintenance Tyler Secure Signature Key 1 $150.00 $0.00 $150.00 $0.00 $0.00 $0.00 Tyler Secure Signature System with 2 Keys 1 $1,650.00 $0.00 $1,650.00 $0.00 $0.00 $0.00 3rd Party Hardware Sub - Total: TOTAL: Summary Total Tyler Software Total Tyler Services Total 3rd Party Hardware, Software and Services Summary Total Contract Total (Excluding Estimated Travel Expenses) Estimated Travel Expenses One Time Fees $758,699.00 $833,950.00 $1,800.00 $1,594,449.00 $1,594,449.00 $145,220.00 2017 -26290 - RFP 16 -16, Financial Management System On- Premise Revised 3/10/2017 $0.00 $1,800.00 $1,800.00 Recurring Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 CONFIDENTIAL 3 of 10 Detailed Breakdown of Conversions (included in Contract Total) Description Unit Price Unit Discount Extended Price Accounting - Actuals Accounting - Budgets Accounting Standard COA Accounts Payable - Checks Accounts Payable - Invoice Accounts Payable Standard Master Capital Assets - History Capital Assets Std Master Contracts $3,500.00 $3,500.00 $4,000.00 $3,400.00 $5,000.00 $3,000.00 $3,500.00 $5,000.00 $6,500.00 $0.00 $0.00 $0.00 $0.00 $3,500.00 $3,500.00 $4,000.00 $3,400.00 $0.00 $5,000.00 $0.00 $3,000.00 $0.00 $3,500.00 $0.00 $5,000.00 $0.00 $6,500.00 General Billing - Bills $6,000.00 $0.00 General Billing - Recurring Invoices General Billing Std CID Project Grant Accounting - Actuals Project Grant Accounting - Budgets Project Grant Accounting Standard Purchasing - Purchase Orders - Standard 2017 -26290 - RFP 16 -16, Financial Management System On- Premise Revised 3/10/2017 $5,000.00 $2,800.00 $3,500.00 $3,500.00 $4,000.00 $4,500.00 $6,000.00 $0.00 $5,000.00 $0.00 $2,800.00 $0.00 $3,500.00 $0.00 $3,500.00 $0.00 $4,000.00 $0.00 $4,500.00 TOTAL: $66,700.00 CONFIDENTIAL 4 of 10 Optional SaaS Description Annual Fee Net # Years Total SaaS Fee Impl. Days Productivity: Transparency Portal Optional Tyler Software & Related Services $17,000.00 TOTAL: $17,000.00 1 $17,000.00 $17,000.00 0 0 Description License Imp'. Days Impl. Cost Data Conversion Module Total Year One Maintenance Financials: Bid Management BMI Asset Track Interface Employee Expense Reimbursement Human Capital Management: Human Resources & Talent Management $31,500.00 12 $15,300.00 $0.00 $46,800.00 $5,670.00 $5,800.00 7 $8,925.00 $0.00 $14,725.00 $1,044.00 $25,200.00 $20,800.00 12 $15,300.00 $0.00 $40,500.00 $4,536.00 10 $12,750.00 $0.00 $33,550.00 $3,744.00 Payroll w /ESS $47,300.00 27 $34,425.00 $27,800.00 $109,525.00 $8,514.00 Recruiting $9,150.00 6 $7,650.00 $0.00 $16,800.00 $1,647.00 Risk Management $44,000.00 14 $17,850.00 $0.00 $61,850.00 $7,920.00 Talent Management $8,000.00 3 $3,825.00 $0.00 $11,825.00 $1,440.00 Revenue: Tyler Cashiering $77,000.00 13 $16,575.00 $0.00 $93,575.00 $13,860.00 Productivity: eProcurement $46,200.00 1 $1,275.00 $0.00 $47,475.00 $8,316.00 Tyler Content Manager Enterprise Upgrade $50,000.00 14 $17,850.00 $0.00 $67,850.00 $22,500.00 (Existing CL w /Tyler Content Manager SE) Tyler Content Manager Enterprise 3rd Party $12,500.00 2 $2,550.00 $0.00 $15,050.00 $2,250.00 Connector Additional: 2017 -26290 - RFP 16 -16, Financial Management System On- Premise Revised 3/10/2017 CONFIDENTIAL 5 of 10 Optional Tyler Software & Related Services Description License Imp'. Days Impl. Cost Data Conversion Module Total Year One Maintenance Tyler Disaster Recovery Service Tyler System Management Services Contract Optional Other Services $0.00 $0.00 TOTAL: $377,450.00 0 0 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 121 $154,275.00 $27,800.00 $559,525.00 $30,000.00 $30,000.00 $141,441.00 Description Quantity Unit Price Discount Extended Price Extended Analysis - Benefits Enrollment Extended Analysis - Bid Management Extended Analysis - Employee Expense Reimbursement Extended Analysis - Human Resource Management Extended Analysis - Payroll Extended Analysis - Professional Development Extended Analysis - Talent Management w PR Positive Pay Export Format Source Code Escrow Tyler Forms Library - Payroll Tyler Forms Library - Personnel Action TOTAL: Optional Conversion Details (Prices Reflected Above) 3 5 $1,275.00 $1,275.00 7 $1,275.00 14 $1,275.00 $0.00 $0.00 $0.00 $0.00 $3,825.00 $6,375.00 $8,925.00 $17,850.00 14 $1,275.00 $0.00 $17,850.00 7 $1,275.00 $0.00 $8,925.00 7 $1,275.00 $0.00 $8,925.00 1 $3,000.00 $0.00 $3,000.00 1 $1,500.00 $0.00 $1,500.00 1 $1,500.00 1 $1,400.00 $0.00 $1,500.00 $0.00 $1,400.00 $80,075.00 Description Unit Price Unit Discount Extended Price Payroll - Accrual Balances $2,500.00 $0.00 Payroll - Accumulators $2,000.00 $0.00 Payroll - Certifications Payroll - Check History Payroll - Deductions $2,000.00 $0.00 $2,500.00 $2,000.00 $2,000.00 $2,000.00 $0.00 $2,000.00 $2,800.00 $0.00 $2,800.00 Payroll - Earning /Deduction Hist $3,500.00 $0.00 $3,500.00 Payroll - Education 2017 -26290 - RFP 16 -16, Financial Management System On- Premise Revised 3/10/2017 CONFIDENTIAL $2,000.00 $0.00 $2,000.00 6 of 10 Optional Conversion Details (Prices Reflected Above) Description Unit Price Unit Discount Extended Price Payroll - PM Action History $2,000.00 $0.00 $2,000.00 Payroll - Position Control $2,000.00 $0.00 $2,000.00 Payroll - Recruiting $2,000.00 $0.00 $2,000.00 Payroll - Standard $3,000.00 $0.00 $3,000.00 Payroll - State Retirement Tables $2,000.00 $0.00 $2,000.00 Optional 3rd Party Hardware, Software and Services TOTAL: $27,800.00 Description Quantity Unit Price Unit Discount Total Price Unit Maintenance Unit Maintenance Discount Total Year One Maintenance BMI- ASSETRACK -ARS for Munis (Incl. Install Fee) Cash Drawer 1 $6,490.00 $0.00 $6,490.00 $0.00 $0.00 $0.00 1 $230.00 $0.00 $230.00 $0.00 $0.00 $0.00 I" Hand Held Scanner - Model 1900GSR 1 $385.00 $0.00 $385.00 $0.00 $0.00 $0.00 Hand Held Scanner Stand 1 $25.00 $0.00 $25.00 $0.00 $0.00 $0.00 ID Tech MiniMag USB Reader 1 $62.00 $0.00 $62.00 $0.00 $0.00 $0.00 Power Supply 1 $40.00 $0.00 $40.00 $0.00 $0.00 $0.00 Printer (TM- 59000) 1 $1,600.00 $0.00 $1,600.00 $0.00 $0.00 $0.00 3rd Party Hardware Sub - Total: $0.00 $8,832.00 $0.00 TOTAL: $8,832.00 $0.00 Unless otherwise indicated in the contract or Amendment thereto, pricing for optional items will be held for Six (6) months from the Quote date or the Effective Date of the Contract, whichever is later. Customer Approval: Date: Print Name: P.O. #: All primary values quoted in US Dollars 2017 -26290 - RFP 16 -16, Financial Management System On- Premise Revised 3/10/2017 CONFIDENTIAL 7 of 10 Tyler Discount Detail Description License License Discount License Net Maintenance Year One Maint Year One Maint Basis Discount Net Financials: Accounting /GL /BG /AP Capital Assets Cash Management Contract Management Project & Grant Accounting Purchasing Revenue: Accounts Receivable General Billing Productivity: Munis Analytics & Reporting Tyler Content Manager SE Tyler Forms Processing Additional: CAFR Statement Builder $267,750.00 $67,200.00 $66,938.00 $200,812.00 $16,800.00 $50,400.00 $48,500.00 $12,125.00 $29,950.00 $7,488.00 $42,000.00 $10,500.00 $117,800.00 $29,450.00 $58,500.00 $14,625.00 $27,500.00 $6,875.00 $222,900.00 $55,725.00 $75,000.00 $18,750.00 $19,500.00 $4,875.00 $35,000.00 TOTAL: $1,011,600.00 2017 -26290 - RFP 16 -16, Financial Management System On- Premise Revised 3/10/2017 $8,750.00 $252,901.00 $48,195.00 $48,195.00 $12,096.00 $36,375.00 $8,730.00 $22,462.00 $5,391.00 $31,500.00 $7,560.00 $88,350.00 $21,204.00 $43,875.00 $10,530.00 $20,625.00 $4,950.00 $167,175.00 $40,122.00 $56,250.00 $13,500.00 $14,625.00 $3,900.00 $26,250.00 $758,699.00 $6,300.00 $182,478.00 $12,096.00 $0.00 $0.00 $8,730.00 $0.00 $5,391.00 $0.00 $7,560.00 $0.00 $21,204.00 $0.00 $10,530.00 $0.00 $4,950.00 $0.00 $40,122.00 $0.00 $13,500.00 $0.00 $3,900.00 $0.00 $6,300.00 $182,478.00 $0.00 $0.00 CONFIDENTIAL 8 of 10 Comm Taira OSDSA Sense Pier S , w . m SWpemea S...n a calmlaad a 15•. of the Nacre wd aareuo<e Then • a S` SOU as a®Y I. and a 510000 ammo annual fee. 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SMeNmwPpee and aspm&plo, we wadabkdendy t o m b E S O Up oO hn demon Io 0Moo ma GOTOhfcemp 2011.26194. REn Ibi6 aan;wnan 9yewn a.mm�a. apnea YVan,, Cmfmpwpml 10 al 10 26 • • '• tyler •••• % • • technologies Exhibit B Invoicing and Payment Policy We will provide you with the software and services set forth in the Investment Summary. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable license and services fees in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1. Tyler Software. 1.1 License Fees: License fees are invoiced as follows: (a) 30% on the Effective Date; (b) 50% on the date when we make the applicable Tyler Software available to you for downloading (the "Available Download Date "); and (c) 20% sixty (60) days following the earlier of (i) use of the Tyler Software in live production, or (ii) the targeted live date for the final phase as indicated in the Statement of Work upon the Effective Date. If the live date for the final phase is delayed due to Tyler's failure to perform, the Client may delay the payment due this section 1.1(c) an amount of time equal to the delay so caused. 1.2 Maintenance and Support Fees: Year 1 maintenance and support fees are waived one (1) year from the installation date of the Tyler Software. Client hereby warrants it will ensure hardware and resource availability in order to accomplish installation within sixty (60) days of the Effective Date. Year 2 maintenance and support fees, capped as indicated below, are payable on the first anniversary of the installation date, and subsequent maintenance and support fees are invoiced annually in advance of each anniversary thereof. Your fees for each subsequent year will be set at our then - current rates unless capped as indicated below. Tyler agrees to limit increases to the annual maintenance fees according to the following schedule: Year Cap on increases 2 0% (over unwaived annual fee amounts) 3 3% over previous year's fees 4 3% over previous year's fees 5 3% over previous year's fees 6 5% over previous year's fees 7 5% over previous year's fees 8 5% over previous year's fees 9 5% over previous year's fees 10 5% over previous year's fees 2. Professional Services. 2.1 Implementation and Other Professional Services (including training): Implementation and other •••'•• tyler •• tecnnaogies 27 professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. The foregoing notwithstanding, Tyler will retain fifteen percent (15%) of the fee for each Implementation day provided during a phase, with such retention to be paid by Client upon the live date for such phase, not to exceed sixty (60) days later than the planned live date for that phase as indicated in the Statement of Work. 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 ( "Client Conversion Acceptance "). 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 forty-five (45) days, unless otherwise agreed to by Tyler and Client, of delivery of the software modification; otherwise, the modification will be deemed to be in compliance with the specifications after the 45- day window has passed. Notwithstanding the foregoing, as long as Client is current on payment of its annual maintenance fees, such Modification will be covered under the Maintenance and Support Agreement. Such modifications are covered by the Maintenance and Support Agreement, and 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 mutually agreed upon Implementation Planning document created by Tyler. 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. Other Services and Fees. 3.1 Systems Management: If acquired, Tyler Systems Management Services are invoiced when the Client indicates, in writing, its agreement to add the service to the Agreement. Tyler Systems Management Services will renew annually for additional one (1) year terms at our then - current Systems Management Services fee (but subject to pricing comment in Exhibit A),unless terminated in writing by either party at least thirty (30) days prior to the end of the then - current term. In any event, Systems Management Services will expire if this Agreement expires. •••'•• tyler 28 3.2 Disaster Recovery Services: If acquired, Disaster Recovery Services are invoiced annually in advance upon our receipt of your data. Disaster Recovery services will renew annually for additional one (1) year terms at our then - current Disaster Recovery fee (but subject to pricing comment in Exhibit A), unless terminated in writing by either party at least thirty (30) days prior to the end of the then - current term. In any event, Disaster Recovery Services will expire if this Agreement expires. 4. Third Party Products. 4.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading. 4.2 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. 4.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery. 5. 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. 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. The foregoing notwithstanding, the Client will not be charged for travel time. Tyler will reasonably cooperate with the Client to leverage client agreements with lodging providers provided Tyler can reasonably comply with its travel policy Payment. Payment for undisputed invoices is due within forty (40) days of the invoice receipt. 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 tyler •• rnnr,�oK�es 29 • •%• • .••- • tyler • • technologies 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. •••••• tyle,reS 30 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 •.S. tyier 31 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 clay 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. •••'•• tyler • 32 technologies 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 installation date of the Tyler Software, and remains in effect for one (1) year. Client hereby warrants it will ensure hardware and resource availability in order to accomplish installation within sixty (60) days of the Effective Date. The term will renew annually 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. In the event Client has prepaid fees for maintenance and support for the time period after any such termination, Tyler will issue to Client a refund of such maintenance and support fees. If the Term of the Agreement pursuant to Section 1(23) of the Agreement expires, the then - current annual maintenance term shall expire at the same time. Absent cause, Tyler may only terminate this Maintenance and Support Agreement within ten (10) years of the Effective Date if notice is provided to Client in writing at least two (2) years in advance after the end of the then - current term. 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. Client may remove a Tyler Software application licensed under this Agreement from the annual maintenance program by execution of an amendment or affidavit indicating the reduction in future maintenance fees and termination of Tyler's obligations to support, update and maintain the software. 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; •••'•• tyler .• chn bRes 33 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 remotely. Tyler agrees that any access to the Tyler Software used by Client or to any working space and facilities at Client site, will be solely for purposes of Tyler meeting its obligations pursuant to this Agreement, and that Tyler will notify Client in advance of any need to access the Tyler Software or Client facilities and will not do so until specifically approved by Client. Client acknowledges and agrees that Tyler's warranty, maintenance and support obligations are contingent on being provided reasonable access to the Tyler Software. 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 make reasonable efforts to 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. •••'•• tyler 34 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. •••'•• tyler �oa�P. 35 • •• •.• tyler • technologies 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 •••'•• tyler 36 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. The goal of this structure is to help the client clearly understand and communicate the importance of the issue and to describe 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. 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. 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. Tyler's responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. •••'•• tyler .• ternnoiogies 37 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. ••:�. tyle,ro 38 • •...ty er • • technologies Exhibit D DocOrigin End User License Agreement REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ••:':�. tyler .• tec�nolaR�es 39 ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY OF SOFTWARE LTD. AND IS NOT BEING SOLD. THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES. DocOrioin SOFTWARE LICENSE IMPORTANT -READ CAREFULLY: This End -User License Agreement ("Agreement" or "EULA ") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "You ") and OF Software Ltd. for the DocOrigin software product that accompanies this EULA. including any associated media, printed materials and electronic documentation (the "Software "). The Software also encompasses any software updates, add -on components. web services and /or supplements that may be provided to you or made available to you after the date you obtain the initial copy of the Software to the extent that such items are not accompanied by a separate license agreement or terms of use. If you receive the Software under separate terms from your distributor, those terms will take precedence over any conflicting terms of this EULA. By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, access or use the Software: instead, you should remove the Software from all systems and receive a full refund. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. 1. LICENSE TERMS 1.1 In this Agreement a "License Key" means any license key, activation code, or similar installation, access or usage control codes, including serial numbers digitally created and or provided by OF Software Ltd., designed to provide unlocked access to the Software and its functionality. 1.2 Evaluation License. Subject to all of the terms and conditions of this Agreement, OF Software Ltd. grants You a limited, royalty-free, non - exclusive, non - transferable license to download and install a copy of the Software from www.docorigin.com on a single machine and use it on a royalty-free basis for no more than 120 days from the date of installation (the "Evaluation Period "). You may use the Software during the Evaluation Period solely for the purpose of testing and evaluating it to determine if You wish to obtain a commercial, production license for the Software. This evaluation license grant will automatically end on expiry of the Evaluation Period and you acknowledge and agree that OF Software Ltd. will be under no obligation to renew or extend the Evaluation Period. If you wish to continue using the Software You may, on payment of the applicable fees, upgrade to a full license (as further described in section 1.3 below) on the terms of this Agreement and will be issued with a License Key for the same. If you do not wish to continue to license the Software after expiry of the Evaluation Period, then You agree to comply with the termination obligations set out in section [7.3] of this Agreement. For greater certainty, any document generated by you under an evaluation license will have a 'spoiler' or watermark on the output document. Documents generated by DocOrigin software that has a valid license key file also installed will not have the 'spoiler' produced. You are not permitted to remove the watermark or 'spoiler' from documents generated using the software under an evaluation license. 1.3 Development and Testing Ucenses. Development and testing licenses are available for purchase through authorized distributors and resellers of OF Software Ltd. only. Subject to all of the terms and conditions of this Agreement, OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to your breach of the terms of this Agreement), non - exclusive, non - transferable, worldwide non - sublicenseable license to download and install a copy of the Software from www.docorigin.com on a single machine and •••'•• tyler - • ioRie? 40 use for development and testing to create collateral deployable to Your production system(s). You are not entitled to use a development and testing license for live production purposes. 1.4 Production Ucenses. Production licenses are available for purchase through authorized distributors and resellers of OF Software Ltd. only. Subject to all of the terms and conditions of this Agreement, OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to your breach of the terms of this Agreement), non - exclusive, non - transferable, worldwide non - sublicenseable license to use the Software in accordance with the license type purchased by you as set out on your purchase order as further described below. For greater certainty, unless otherwise agreed in a purchase order concluded with an approved distributor of the Software, and approved by OF Software, the default license to the Software is a per -CPU license as described in A. below A. Per -CPU. The total number of CPUs on a computer used to operate the Software may not exceed the licensed quantity of CPUs. For purposes of this license metric: (a) CPUs may contain more than one processing core, each group of two (2) processing cores is consider one (1) CPU., and any remaining unpaired processing core, will be deemed a CPU. (b) all CPUs on a computer on which the Software is installed shall be deemed to operate the Software unless You configure that computer (using a reliable and verifiable means of hardware or software partitioning) such that the total number of CPUs that actually operate the Software is less than the total number on that computer. B. Per - Document. This is defined as a fee per document based on the total number of documents generated annually by merging data with a template created by the Software. The combined data and template produce documents of one or more pages. A document may contain 1 or more pages. For instance a batch of invoices for 250 customers may contain 1,000 pages, this will be counted as 250 documents which should correspond to 250 invoices. C. Per-Surface. This is defined as a fee per surface based on the total number of surfaces generated annually by merging data with a template created by the Software. The combined data and template produce documents of one or more pages, the pages may be printed one side (one surface) or duplexed (2 surfaces). The documents may be rendered to a computer file (Le. PDF), each page placed in the file is considered a surface. A document may contain 1 or more surfaces. For instance a batch of invoices for 250 customers may contain 500 pages duplexed, this will be counted as 1000 surfaces. 1.5 Disaster Recovery License. You may request a Disaster Recovery license of the Software for each production license You have purchased as a failover in the event of loss of use of the production server(s). This license is for disaster recovery purposes only and under no circumstance may the disaster recovery license be used for production simultaneously with a production license with which it is paired. 1.6 Backup Copies. 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No other rights in the Software or third -party software are granted to You. 41 2. LICENSE RESTRICTIONS Any copies of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy of the Software originally provided to You. You may not remove or atter any copyright, trademark and/or proprietary notices marked on any part of the Software or related documentation and must reproduce all such notices on all authorized copies of the Software and related documentation. You shall not sublicense, distribute or otherwise make the Software available to any third party (including, without limitation, any contractor, franchisee, agent or dealer) without first obtaining the written agreement of (a) OF Software Ltd. to that use, and (b) such third party to comply with this Agreement. You further agree not to (i) rent, lease, sell, sublicense, assign, or otherwise transfer the Software to anyone else; (ii) directly or indirectly use the Software or any information about the Software in the development of any software that is competitive with the Software, or (iii) use the Software to operate or as a part of a time- sharing service, outsourcing service, service bureau, application service provider or managed service provider offering. You further agree not to reverse engineer, decompile, or disassemble the Software. 3. UPDATES, MAINTENANCE AND SUPPORT 3.1 During the validity period of Your License Key, You will be entitled to download the latest version of the Software from the DocOrigin website www.docorigin.com. Use of any updates provided to You shall be governed by the terms and conditions of this Agreement. OF Software Ltd. reserves the right at any time to not release or to discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software. 3.2 On expiry of your maintenance and support contract, you will have the right to continue using the current version(s) of the Software which you downloaded prior to the date of expiry of your License Key. However, you will need to renew maintenance and support in order to receive a new License Key that will unlock the more current version(s) of the Software. For greater certainty, if you attempt to use an expired License Key to download the latest version of the Software, the Software will revert to being a locked, evaluation copy of that version of the Software. 4. INTELLECTUAL PROPERTY RIGHTS. This EULA does not grant you any rights in connection with any trademarks or service marks of OF Software Ltd. or DocOrigin. All title and intellectual property rights in and to the Software, the accompanying printed materials, and any copies of the Software are owned by OF Software Ltd. or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Software, but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this Software contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. 5. DISCLAIMER OF WARRANTIES. TO THE GREATEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE AND TECHNICAL SUPPORT PROVIDED BY OF SOFTWARE LTD. HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY OF SOFTWARE LTD. OF SOFTWARE LTD. DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON - INFRINGEMENT. OF SOFTWARE LTD. DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE ERROR -FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRECTED. In certain jurisdictions some or all of the provisions in this Section may not be effective or the applicable law may mandate a more extensive warranty in which case the applicable law will prevail over this Agreement. • ••.;:�. tecnno,opes 42 6. LIMITATIONS OF LIABILITY. 6.1 TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OF SOFTWARE LTD. BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, LEGAL EXPENSES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOST OR DAMAGED DATA, LOSS OF COMPUTER TIME, COST OF SUBSTITUTE GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF OF SOFTWARE LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE. 6.2 THE ENTIRE LIABILITY OF OF SOFTWARE LTD. 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OF Software Ltd. may assign this Agreement at any time without notice. This Agreement is binding upon and will inure to the benefit of both parties, and their respective successors and permitted assigns. 8.4 Governing Law and Venue. This Agreement shall be governed by the laws of the Province of Ontario. No choice of laws rules of any jurisdiction shall apply to this Agreement. You consent and agree that the courts of the Province of Ontario shall have jurisdiction over any legal action or proceeding brought by You arising out of or relating to this Agreement, and You consent to the jurisdiction of such courts for any such action or proceeding. ••:'. tyler .• tecnnmog,es 43 8.5 Entire Agreement. This Agreement is the entire understanding and agreement between You and OF Software Ltd. with respect to the subject matter hereof, and it supersedes all prior negotiations, commitments and understandings, verbal or written, and purchase order issued by You. 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Last Updated: [July 18 20131 44 tyler • �,oRes See following pages. • • tyler • technologies Exhibit E Statement of Work 45 •f':�. tyler Statement of Work Enterprise Group, Tyler Technologies Prepared for: City of Clearwater 112 S Osceola Ave, Clearwater, FL 33756 Prepared by: Penny Parsons One Tyler Drive, Yarmouth, ME 04096 Tyler Technologies, Inc. www.tylertech.com FINAL VERSION: 03/11/2017 Contents 1 EXECUTIVE SUMMARY 6 1.1 PROJECT OVERVIEW 6 1.2 PRODUCT SUMMARY 6 1.3 PROJECT TIMELINE 6 1.4 PROJECT METHODOLOGY OVERVIEW 7 2 PROJECT GOVERNANCE 8 2.1 CITY GOVERNANCE 8 2.1.1 City Project Manager 8 2.1.2 City Steering Committee 8 2.1.3 City Executive Sponsor(s) 9 2.2 TYLER GOVERNANCE 9 2.2.1 Tyler Project Manager 9 2.2.2 Tyler Implementation Management 10 2.2.3 Tyler Executive Management 11 2.3 ACCEPTANCE AND ACKNOWLEDGMENT PROCESS 11 3 PROJECT SCOPE 12 3.1 SOFTWARE 12 3.2 DATA CONVERSION 12 3.3 EXTENDED ANALYSIS 12 3.4 REPORTS 12 3.4.1 SSRS Reporting 12 3.4.2 Custom SSRS Reports 12 3.5 TYLER FORMS 12 3.5.1 Financial Library 13 3.5.2 General Billing Library 13 3.6 IMPORTS AND EXPORTS 13 3.6.1 Custom Imports and Exports 13 3.7 THIRD PARTY HARDWARE, SOFTWARE AND SERVICES 14 4 OVERALL PROJECTASSUMPTIONS 15 4.1 PROJECT, RESOURCES AND SCHEDULING 15 4.2 EDUCATION 15 4.3 DATA CONVERSION 16 4.4 DATA EXCHANGES, MODIFICATIONS 17 4.5 FORMS AND REPORTS 17 4.6 HARDWARE AND SOFTWARE 17 4.7 SECURITY DESIGN AND SETUP 18 2/73 • •• tyler • technologies 4.8 WORKFLOW DESIGN AND SETUP 18 4.9 TESTING 18 4.10 FACILITIES 18 5 IMPLEMENTATION STAGES 20 5.1 WORK BREAKDOWN STRUCTURE (WBS) 20 5.2 INITIATE & PLAN (STAGE 1) 22 5.2.1 Tyler Internal Coordination & Planning 22 5.2.2 System Infrastructure Planning 24 5.2.3 Project /Phase Planning 25 5.2.4 Project Schedule 26 5.2.5 Stakeholder Presentation 27 5.2.6 Control Point 1: Initiate & Plan Stage Acceptance 28 5.3 ASSESS & DEFINE (STAGE 2) 29 5.3.1 Fundamentals Review 29 5.3.2 Current /Future State Analysis 30 5.3.3 Data Conversion Planning & Mapping 32 5.3.4 Standard 3rd Party Data Exchange Planning 33 5.3.5 Modification Analysis & Specification, if contracted 34 5.3.6 Forms & Reports Planning 35 5.3.7 System Deployment 36 5.3.8 Control Point 2: Assess & Define Stage Acceptance 37 5.4 BUILD & VALIDATE (STAGE 3) 39 5.4.1 Configuration & Power User Training 39 5.4.2 Data Conversion & Validation 40 5.4.3 Standard 3rd Party Data Exchange Validation 41 5.4.5 Modification Delivery & Validation, if contracted 42 5.4.6 Forms & Reports Validation 43 5.4.7 Control Point 3: Build & Validate Stage Acceptance 44 5.5 FINAL TESTING & TRAINING (STAGE 4) 45 5.5.1 Cutover Planning 45 5.5.2 User Acceptance Testing (UAT) 46 5.5.3 End User Training 47 5.5.4 Control Point 4: Final Testing & Training Stage Acceptance 48 5.6 PRODUCTION CUTOVER (STAGE 5) 49 5.6.1 Final Data Conversion, if applicable 49 5.6.2 Production Processing & Assistance 50 5.6.3 Transition to Tyler Support 51 5.6.4 Schedule Post - Production Services 52 5.6.5 Control Point 5: Production Cutover Stage Acceptance 53 5.7 PHASE /PROJECT CLOSURE (STAGE 6) 54 5.7.1 Close Phase /Project 54 3/73 • ••'• tyler • • technoiogies 5.7.2 Control Point 6: Phase /Project Closure Stage Acceptance 55 6 ROLES AND RESPONSIBILITIES 56 6.1 TYLER ROLES AND RESPONSIBILITIES 56 6.1.1 Tyler Executive Management 56 6.1.2 Tyler Implementation Management 56 6.1.3 Tyler Project Manager 56 6.1.4 Tyler Implementation Consultant 57 6.1.5 Tyler Sales 58 6.1.6 Tyler Software Support 58 6.1.7 Tyler Disaster Recovery Support 58 6.1.8 Tyler Systems Management Services 58 6.2 CITY ROLES AND RESPONSIBILITIES 59 6.2.1 City Executive Sponsor 59 6.2.2 City Steering Committee 59 6.2.3 City Project Manager 59 6.2.4 City Functional Leads 61 6.2.5 City Power Users 61 6.2.6 City End Users 62 6.2.7 City Technical Support 62 6.2.8 City Upgrade Coordinator 62 6.2.9 City Project Toolset Coordinator 62 6.2.10 City Change Management Lead 63 7 GLOSSARY 64 8 MUNIS CONVERSION SUMMARY 67 8.1 ACCOUNTING COA 67 8.2 ACCOUNTING - ACTUALS 67 8.3 ACCOUNTING - BUDGETS 67 8.4 ACCOUNTS PAYABLE VENDOR MASTER 67 8.5 ACCOUNTS PAYABLE - CHECKS 67 8.6 ACCOUNTS PAYABLE - INVOICES 67 8.7 CONTRACTS 67 8.8 FIXED ASSETS MASTER 68 8.9 FIXED ASSETS - HISTORY 68 8.10 GENERAL BILLING CID 68 8.11 GENERAL BILLING — RECURRING INVOICES 68 8.12 GENERAL BILLING — BILLS 68 8.13 PROJECT GRANT ACCOUNTING 68 8.14 PROJECT GRANT ACCOUNTING - ACTUALS 68 8.15 PROJECT GRANT ACCOUNTING — BUDGET 68 8.16 PURCHASE ORDERS 68 4/73 �• ••• •• tyler tecrir oIo ies 9 SOFTWARE PRODUCT DESCRIPTIONS 70 9.1 GENERAL LEDGER 70 9.2 BUDGET 70 9.3 ACCOUNTS PAYABLE 70 9.4 CASH MANAGEMENT 70 9.5 CONTRACT MANAGEMENT 71 9.6 FIXED ASSETS 71 9.7 PROJECT & GRANT ACCOUNTING 71 9.8 PURCHASING 71 9.9 ACCOUNTS RECEIVABLE 72 9.10 GENERAL BILLING 72 9.11 TYLER FORMS 72 9.12 MUNIS ANALYTICS & REPORTING 72 9.13 TYLER CAFR STATEMENT BUILDER 73 5/73 • •••• tyler • • • ±echroiog es 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 Clearwater (City) the opportunity to make the City more accessible and responsive to external and internal customer needs and more efficient in its operations through: • Positioning the City to meet its current and future strategic objectives. • Making information easily and broadly available to internal and external consumers of data. • Streamlining business processes. • Minimizing manual processes, reduce paper, and increase usage of automation where possible. • Automating manual tasks and improve efficiency. • Minimizing the use of shadow systems. • Promoting the adoption of best practices and the development of policies and procedures. • Providing intuitive systems that are easy to navigate. • Supporting query and reporting of data in the user's desired format. • Supporting or complimenting the desired technical architecture. • Facilitating integration with other systems. 1.2 Product Summary Below, is a summary of the products included in this Project, as well as reference to the City's functional area utilizing the Tyler product(s). Refer to Project Scope section for information containing detailed service components. • [PRODUCT] [FUNCTIONALITY] • Munis Financials • Munis CAFR Reporting • Munis Accounts Receivable and Collections • Munis Tyler Reporting Services • Munis Content Management 1.3 Project Timeline The Project Timeline establishes an estimated start and end date for each major Phase of the Project. More fully discussed and developed during the Initiate & Plan Stage, and revised as mutually agreed to, the timeline must account for the City's resource availability, business goals, the size and complexity of the Project, and task duration requirements. The dates in the Statement of Work are targets only and are based on a thirteen (13) month overall project implementation. The start date for the project and all other associated dates are dependent on the actual date the Agreement is signed and personnel can be assembled. Tyler has up to forty (45) days 6/73 • • • ••• ty!er . ❖.• • tccnnologios to initiate the project once the Licenses and Services Agreement (Agreement) is signed. Phasing and Live Dates as estimated below are subject to a fully executed Agreement by March 16, 2017. Phase 1— Financials Phase Planning — April, 2017 Phase Production Cutover Date — April, 2018 Estimated Duration —13 months (including post live') 1.4 Project Methodology Overview Tyler bases its implementation methodology on the Project Management Institute's (PMI) Process Groups (Initiating, Planning, Executing, Monitoring & Controlling, and Closing). Using this model, Tyler developed a 6 -Stage Process specifically designed to focus on critical Project success measurement factors. Tailored specifically for Tyler's public sector clients, the Project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to Scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the Project methodology repeats consistently across Phases, and is scaled to meet the City's complexity, and organizational needs. 1 This references initial support for Go Live Activities only and does not include other scheduled post live activities such as Month End, Year End, CAFR, and other post live activities that may be scheduled beyond the thirteenth month. 7/73 • •. :S. tyler • tecflno og es 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 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 steering committee become the escalation points to triage responses prior to escalation to the City 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 and Tyler executive sponsors serve as the final escalation point. 2.1 City Governance Depending on the City's organizational structure and size, the following governance roles may be filled by one or more people: 2.1.1 City Project Manager The City's Project Manager will coordinate project team members, Power Users, and the overall implementation schedule and serve as the primary point of contact with Tyler. The Project Manager will be responsible for reporting to the City's Executive Steering Committee and providing the leadership for the City's change management communications and coaching effort. City Project Manager Billie Kirkpatrick Title Sr. Systems Analyst Expected Commitment Key Personnel' Fu II -time Yes 2.1.2 City Steering Committee The City 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 Project Manager and the Project as a whole and through participation in regular internal meetings, the City 2 Key Personnel are City Staff who have significant roles in the completion of the project, whose absence leaves a gap requiring significant knowledge transfer to a replacement, potential for missed deadlines or substantially changed policy or procedure decisions. 8/73 0 tyler steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The City steering committee also provides support to the City Project Manager by communicating the importance of the Project to all impacted departments. The City 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 steering committee also serves as primary level of issue resolution for the Project. City Steering Committee Jay Ravins Title Finance Director Expected Commitment 5 -7 hrs /wk Key Personnel No Monica Mitchell Assistant Finance Director 5 -7 hrs /wk No Dan Mayer Information Technology Director 5 -7 hrs /wk No 2.1.3 City Executive Sponsor(s) The City'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 steering committee, Project Manager(s), and functional leads to make critical business decisions for the City. City Executive Sponsor(s) Jill Silverboard Title Deputy City Manager Expected Key Commitment Personnel As Needed No 2.2 Tyler Governance 2.2.1 Tyler Project Manager The Tyler Project Manager has 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. If requested, the Tyler Project Manager provides regular updates to the City's steering committee and other Tyler governance members. 9/73 tyler Tyler Resource TBD Title Project Manager Expected Key Commitment Personnel 50% Yes The Tyler 50% Dedicated Project Manager service is further defined as follows: PM Service Description Onsite kickoff & Planning Dedicated PM (50 %) Yes Weekly PM time 20 hours' Onsite PM time 2 days per month Status Reviews Bi- weekly; weekly approaching go -live Steering Committee Meetings Onsite (coinciding with monthly trip) Go -live Planning Onsite Go Live Onsite 2.2.2 Tyler Implementation Management Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. The Tyler Project Manager consults implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler Project Manager or with the City management, as appropriate. Tyler Resource Penny Parsons, PMP Title Implementation Director Expected Key Commitment Personnel As Needed No 3 40 hours includes PTO, Tyler- observed holidays, Tyler Company meetings and associated travel and part -time project management is pro -rated accordingly. 10/73 tyler Ginger Hain, PMP Implementation Manager As Needed No Becky Terry, PMP Implementation Manager As Needed No 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. Tyler Resource Chris Webster, PMP Title Vice President, Implementation Expected Key Commitment Personnel As Needed No 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 -off4 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 shall have (ten (10) 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 does not provide acceptance or acknowledgement within ten (10) 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 does not agree the particular Deliverable or Control Point meets requirements, the City shall notify Tyler Project Manager, in writing, with reasoning within ten (10) 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 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 does not provide acceptance or acknowledgement within two (2) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted. 'Tyler uses electronic sign -offs, processed and tracked through all stages in SharePoint workflow. 11/73 tyler 3 Project Scope 3.1 Software All software listed in the Investment Summary will be implemented in Phase 1. 3.2 Data Conversion All data conversions listed in the Investment Summary will be performed in Phase 1. Further description of the data conversions can be found in Section 9. 3.3 Extended Analysis Tyler will deliver Extended Analysis for all modules specified in the Investment Summary in Phase 1. Extended Analysis includes additional time spent on Current and Future State Analysis, in -depth review of business process options in Munis, completed Analysis Questionnaires (Design Document), including documenting City's decisions through the Extended Analysis sessions. 3.4 Reports All in scope standard reports (those designated with an "SR" or "Standard Report") in Tyler's response to Exhibit F — Functional Requirements, or identified as standard reports in Tyler's documentation for the current version (e.g. training manuals, systems administration document, and collateral material) will be produced directly out of Munis. 3.4.1 SSRS Reporting Training will be conducted immediately following the Phase 1 Go Live. Should custom SSRS reports be required for the Phase 1 Go Live, Tyler will modify the training schedule to occur once there is sufficient data in Munis to produce reports. Tyler will train identified City users on SSRS utilizing the allocated training days. SSRS training does not include writing custom reports. 3.4.2 Custom SSRS Reports Should the City require Tyler to develop custom SSRS Reports, the City will submit a written request, with a report outline included, to the Tyler SSRS Report Writing Team. The Report Writing Team will provide a specification and quote to the City. If approved by the City, the report will be developed and the quoted number of days will be deducted from the bank of ten (10) Report Development - Custom Allowance days. 3.5 Tyler Forms The following forms will be delivered in Phase 1: 12/73 • .;. t .• ler echoou,gies 3.5.1 Financial Library5 • 1 A/P check • 1 EFT /ACH • 3 Purchase order • 4 Contract • 1099M • 10991NT • 1099S • 1099G 3.5.2 General Billing Library • 1 invoice • 1 statement • 1 general billing receipt • 1 miscellaneous receipt 3.6 Imports and Exports The standard file layouts and methods will be used for each import and export not requiring customization as listed in Tyler's response to Exhibit F - Functional Requirements. Munis has many flexible file layouts and options for importing and exporting data. 3.6.1 Custom Imports and Exports The following custom imports or exports will be delivered, if needed, in Phase 1. If the import or export requirements can be met using a standard file layout, the custom imports and imports will be removed by the contract change process. • AP /PR Check Recon Import • AP Positive Pay Export Format • P -Card Import Format Programming for check reconciliation import and positive pay export assumes one bank format each. Multiple bank formats are extra. 5 Includes digitizing three signatures, additional charges will apply for additional signatures. Investment Summary lists additional Purchase Order and Contract forms under Tyler Forms Individual Financial Form (5). 13/73 • •••:•• tyler •• echnologies 3.7 Third Party Hardware, Software and Services Tyler will deliver the following third party hardware in Phase 1: • One (1) Tyler Secure Signature System with 3 Keys • 14/73 • •••• tyler .••❖ • technologies 4 Overall Project Assumptions 4.1 Project, Resources and Scheduling • Project activities will begin after the Agreement has been fully executed. • The City will authorize all billable project activities in advance, through the acceptance of the project schedule, or in writing, via email. • The City and Tyler have the ability to allocate additional internal resources if needed. • The City 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 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 Project Manager ten (10) business days prior to any scheduled on site or remote sessions. • Tyler provides notice of any prerequisites to the City Project Manager a minimum of ten (10) business days prior to any key Deliverable due dates. • City users complete prerequisites prior to applicable scheduled activities and the City Project Manager notifies Tyler Project Manager of progress. • Tyler provides options for configuration and processing options available within the Tyler software. The City is responsible for making decisions based on the options available. • In the event the City may elect to add and /or modify current business policies during the course of this Project, such policy changes are the City's responsibility to define, document, implement with advice from Tyler. • The City 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 will allocate time for the City to make these decisions as part of the plan. • 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. • Both Tyler and the City will respond to information requests in a comprehensive and timely manner, in accordance with the Project schedule. 4.2 Education 15/73 • Tyler will introduce the City's Functional Leads to high -level Munis concepts, process flow, and terminology prior to Current State & Future State through Fundamentals Review sessions. • • ••• • tyler • • technologies • Tyler will train all City Power Users on their respective process area(s) in Munis. The training will utilize Standard Process Manuals as guidelines for process flow and to encourage customization of manuals. • Tyler will train all Power Users using available implementation days outlined in the Agreement according to the project schedule. • Power User Training will include formal classroom style process training and informal issue resolution training. • Tyler will train the City's Central Office End Users on the Munis processes that are designated as End User processes. • Tyler's proposal includes fifteen (15) days of Decentralized End User Training. The City will identify how many End Users need to be trained and Tyler will prepare an estimate indicating how the fifteen (15) days will be allocated for the City's end user training needs. Further end user training, outside of the fifteen days, is the responsibility of the City, unless the City notifies Tyler that they would like to utilize the thirty (30) Implementation days to perform end user training, once quoted. • Tyler provides a Learning Management System known as Tyler University to facilitate more rapid learning. Tyler University is loaded with course curriculum and corresponding courses for users of all types. City users will complete assigned, prerequisite coursework as scheduled and assigned by Tyler. 4.3 Data Conversion 16/73 • The City is readily available to produce the data files needed for conversion from the Legacy System in order to provide them to Tyler on the specified due date(s). • Each Legacy System data file submitted for conversion includes all associated records provided in a well- structured format. A mapping of what is to be converted must be provided in addition to a definition of the source data and structure. The acceptable formats are listed below: o MS SQL backup (.bak) o Text Files(ASCII) o Delimited — The delimiter can be anything that is not part of the source data. For example, please do not use a comma if there are text fields that include commas in the source data. Use a double quote text qualifier only when the source data does not include double quotes. Common delimiters include a tab or pipe. o Fixed Width — If fixed width files are provided please include a data definition file to include the column names and lengths of the files. o MS Access DB — If database is locked please provide the necessary password to access the data. o MS Excel — If the data is not native to excel please do not move it to excel unless absolutely necessary. Excel will make assumptions on formatting and possibly change the source data causing problems. o Fox -Pro database o PICK — data must be sent normalized. • The City 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. •c?•. t ler ecnno cgies. • During this process, the City 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 to ensure all data pulled includes all required data and the Tyler system contains properly mapped data. • Data conversion validation must be performed thoroughly and as instructed; validation must not be partially performed and result in excessive numbers of conversion passes. 4.4 Data Exchanges, Modifications • The City 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. • City is on a supported, compatible version of the 3rd party software or Tyler Standard Data Exchange tools may not be available. • The City is willing to make reasonable business process changes if not conflicting to unchangeable policies 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. 4.5 Forms and Reports • Tyler Forms Libraries allow for design flexibility using fixed data selections; i.e. not all Munis data fields are available for printing on Tyler Forms. Requests for customizations beyond these options will result in additional project costs and may delay critical project timelines. • Tyler's form library prices are based on the actual form quantities listed, and assume the forms will be provided according to the standard Munis form template. Any forms in addition to the quoted amounts and types, including custom forms or forms that otherwise require custom programming, are subject to an additional fee. • Use of the Tyler Forms functionality requires the use of approved printers as well. You may contact Tyler for the most current list of approved printers. • All in scope standard reports (those designated with a "SR" or "Standard Report" in Tyler's response to Exhibit F - Functional Requirements) will be produced directly out of Munis. • Custom reports may be produced by the City following SSRS Training or by using Tyler's Report Writing Team. 4.6 Hardware and Software • Tyler will initially install the most current generally available version of the purchased Tyler software. • The City will provide network access for Tyler modules, printers, and Internet access to all applicable City and Tyler Project staff. • The City has in place all hardware, software, and technical infrastructure necessary to support the Project. 17/73 �• ••• •• tyler • echnoiogie • The City'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 does not meet minimum standards of Tyler's published specifications. 4.7 Security Design and Setup • Application security needs are defined during analysis. All user access roles and permissions are reviewed and options are discussed and implemented along with their particular module. • Tyler will provide the City with a security matrix and will guide the City in identifying appropriate permissions and roles needed to meet City business processes. • Tyler will train the City on options and the completion of the security matrix and the subsequent process of building security in Munis. The City will build all security roles in Munis. 4.8 Workflow Design and Setup • Workflow business rules are defined during analysis and users will be trained to set up all workflow functionality to accommodate the City's business practices. • All available workflow options are discussed and implemented along with their particular module analysis and setup training sessions. • Tyler will provide a workflow matrix to assist the City in identifying appropriate workflow roles and processes configurations. • Tyler will train the City on the completion of the workflow matrix options /workflows included and the subsequent process of building workflow in Munis. The City will build all workflow in Munis. 4.9 Testing • Testing will occur during multiple stages and will include validation of new processes, configuration, converted data, third party data exchange, modifications (if contracted), forms, and reports. • Tyler will assist the City in early testing activities, but will teach the City how to perform continued testing and issue resolution. • The City testing database contains the Tyler software version required for delivery of the Modification prior to the scheduled delivery date for testing. • The City is responsible for verifying the performance of any Modification (if applicable) as defined by the specification. • Users performing User Acceptance Testing (UAT) have attended all applicable training sessions prior to performing UAT. 4.10 Facilities • During live and onsite training, the City provides a training room for Tyler staff to transfer knowledge to the City's resources, as well as a place for the City staff to practice what they have learned without distraction. • The training room is set up in a classroom setting. 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. 18/73 • ••'• tyler • technologies 19/73 • The City provides a workstation which connects to the Tyler system for the Tyler trainer conducting the session. The computer connects to a City provided projector, allowing all attendees the ability to actively engage in the training session. • ••••.• • tyler •• tecnnologes 5 Implementation Stages 5.1 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. 20/73 • •••••• tyler • ••• • • technologies w 1- V) 21/73 1.1.0 Initiate & Plan Fundamentals Review Current /Future , State Analysis Data Conversion Planning & Mapping Modification Analysis & Spedflcation• M W w 1- 1.24 ',.. Forms & Reports Planning System Deployment CONTROL POINT 2: Assess & Define Stage AcceMalice 1.3.0 Build & Validate 13.1 Configuration & Power User Training 13.2 Data Conversion & Validation 13.1 Standard 34 Party Data Exdunge Validation 1.3.4 Modlfcatlon Delivery & Validation* 1.3.5 Forms & Reports Validation 1.3.6 CONTROL POINT 3: Build & Validate Stage Acceptance W w 1- Final Testing & Training , Cutover Planning User Acceptance Testing 1.4.3 End User Training CONTROL POINT 4: Final Training & Tesdng Stage Acceptance " - If included in project scope LA W w 1- .;a 1.6.0 Phase /Project Closure 1.6.1 Close Phase/ Project 14.2 CONTROL POINT 6: Phase/Project Closure Stage Acceptance ler coin, Outes 5.2 Initiate & Plan (Stage 1) The Initiate & Plan Stage creates a foundation for the Project through identification of City and Tyler Project management teams, development of implementation management plans, and the provision and discussion of system infrastructure requirements. City participation in gathering information is critical. Tyler Project management teams present initial plans to stakeholder teams at Stage end. 5.2.1 Tyler Internal Coordination & Planning Prior to Project commencement, Tyler management staff assigns Project Manager. Tyler provides the City with initial Project documents used in gathering basic information, which aid in preliminary planning and scheduling. City participation in gathering requested information by provided deadlines ensures the Project moves forward in a timely fashion. Internally, the Tyler Project Manager coordinate with Sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with the City's team. During this step, Tyler will work with the City to establish the date(s) for the Project /Phase Planning session. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Responsible = Who is completing the task Accountable = Who is making decisions and taking actions on the tasks Consulted = Who will be communicated with regarding decisions and tasks Informed = Who will be updated on decisions and actions during the project STAGE 1 Tyler Internal Coordination & Planning TYLER CITY TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager `Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Power Users Department Heads End Users Technical Leads City Project Toolset Coordinator City Upgrade Coordinator Assign Tyler Project Manager A R I I I Provide initial Project documents to City A I R C I Sales to Implementation knowledge transfer A I R C 22 /73 tyler Internal planning and Phase coordination A R C 23/73 +., tyler 5.2.2 System Infrastructure Planning The City provides, purchases or acquires hardware according to hardware specifications provided by Tyler and ensures it is available at the City's site. The City 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 CITY TASKS 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 using Tyler provided checklist I C A R 24/73 •y tyler 5.2.3 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. This is the first onsite activity with the City and the Tyler Project Manager. The Tyler Project Manager delivers an Implementation Management Plan, which is mutually agreeable by the City and Tyler. The Implementation Management Plan is a baseline template that contains plans to address Scope Change Control, Risk Management, Communication, and Resource Planning. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Project /Phase Planning TYLER CITY TASKS [Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales City Executive Sponsor City Steering Committee City Project Manager City Functional Leads City Change Management Leads City Power Users City Department Heads City End Users City Technical Leads City Project Toolset Coordinator City Upgrade Coordinator Perform Project /Phase Planning A R I C C I Deliver implementation management plan A R C C C C I 25 / 73 tyler 5.2.4 Project Schedule During the onsite Planning Meetings, City 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. The complete project plan and schedule is typically delivered within 45 days of the planning meeting, if all blackout dates have been provided to Tyler. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Project Schedule TYLER CITY TASKS Tyler Executive Manager (Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales City Executive Sponsor City Steering Committee City Project Manager City Functional Leads City Change Management Leads City Power Users City Department Heads City End Users City Technical Leads City Project Toolset Coordinator City Upgrade Coordinator Develop initial Project schedule A R I C C I Deliver Project Plan and schedule for Project Phase A R I I I C C I II City reviews Project Plan & initial schedule C I A R CC C City approves Project Plan & initial schedule I I A R C C I I I I I 26/73 •%y. tyler 5.2.5 Stakeholder Presentation Following the Planning Meetings, the City stakeholders join the Tyler Project Manager to communicate successful Project criteria, Project goals, Deliverables, a high -level milestone schedule, and roles and responsibilities of Project participants to the City- designated audience while onsite. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Stakeholder Presentation TYLER CITY TASKS 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 A R C A C I I C I I 27/73 • % tyler 0 ecrirzoiogies 5.2.6 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. 5.2.6.1 Initiate & Plan Stage Deliverables • Implementation Management Plan o Objective: Update and deliver baseline management plans to reflect the approach to the City'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: City 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: City acceptance of schedule based on City resource availability and Project budget and goals 5.2.6.2 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 28/73 • ••:•• tyler • tecflnologles 5.3 Assess & Define (Stage 2) The primary objective of Assess & Define is to gather information about current City 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 collaboration. The City shall provide complete and accurate information to Tyler staff for analysis and understanding of current workflows and business processes. 5.3.1 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 CITY TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support v CD V) v I-- City Executive Sponsor City Steering Committee City Project Manager City Functional Leads City Change Management Leads City Power Users City Department Heads City End Users City Technical Leads City Project Toolset Coordinator City Upgrade Coordinator Schedule fundamentals review & provide fundamentals materials & prerequisites, if applicable A R I C I I I Complete fundamentals materials review and prerequisites I A R I C Ensure all scheduled attendees are re present I A R C I Facilitate fundamentals review A R I I I 29 / 73 +., tyler 5.3.2 Current /Future State Analysis The City and Tyler will evaluate current state processes, options within all modules purchased, pros and cons of each option based on current or desired state, and jointly make decisions about future state configuration and processing. It is during this step that Extended Analysis will take place. Extended Analysis will include best practice recommendations for use of Munis software and pros and cons of decisions related to downstream implications. Tyler will make all standard Munis process documentation available to the City at the start of the Analysis process. The City may use this documentation to assist in understanding process flow, to capture unique City process decisions, and to update the documents as desired. The documents will be available in a Microsoft Word format. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Current /Future State Analysis TYLER CITY TASKS Provide Current /Future State analysis materials to the City, as applicable A R I C C I Conduct Current & Future State nalysis analysis R I C I C Provide pros and cons of Tyler software options A R I C I C Make Future State Decisions according to due date in the Project Plan I I C A R I C I Record Future State decisions A R I C I C 30/73 tyler Update Standard Munis Process Documentation C I A R I 31/73 •.• tyler 5.3.3 Data Conversion Planning & Mapping This entails the activities performed to prepare to convert data from the City's Legacy System Applications to the Tyler system. Tyler staff and the City 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 CITY TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales City Executive Sponsor City Steering Committee City Project Manager City Functional Leads City Change Management Leads City Power Users City Department Heads City End Users City Technical Leads City Project Toolset Coordinator City Upgrade Coordinator Review contracted data conversion(s) options A R I C C C C Map data from Legacy System to Tyler system I C I A C C R Pull conversion data extract I I A C C R Run balancing Reports for data pulled and provide to Tyler I I A R C I Review and approve initial data extract A A I I C R I I Correct issues with data extract, if needed I C C A C C R 32/73 ••,. tyler o 5.3.4 Standard 3rd Party Data Exchange Planning Standard Data Exchange tools are available to allow the City staff 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's responsibility to ensure the third party program operates or accesses the data correctly. The City and Tyler Project Managers 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 CITY TASKS Tyler Executive Manager yler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers `Tyler Technical Support Tyler Sales Executive Sponsor I City Steering Committee Project Manager I Functional Leads Change Management Leads Power Users City Department Heads End Users Technical Leads Project Toolset Coordinator City Upgrade Coordinator Review Standard or contracted Data Exchanges A R C I I C Define or confirm needed Data Exchanges I C A C C R 33 / 73 • •••••• tyler • tecnnoiogies 5.3.5 Modification Analysis & Specification, if contracted Tyler staff conducts additional analysis and develops specifications based on information discovered during this Stage. The City reviews the specifications and confirms they meet the City'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 business process change. It is the responsibility of the City to detail all of their needs during the Assess and Define Stage. Tyler will write up specifications (for City 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 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 CITY TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales City Executive Sponsor Steering Committee Project Manager Functional Leads City Change Management Leads Power Users Department Heads ty End Users Technical Leads ty Project Toolset Coordinator City Upgrade Coordinator 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 34/73 tyler 5.3.6 Forms & Reports Planning The City and Tyler review Forms and Reporting needs. Items that may be included in the Agreement are either Standard Forms and Reports. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Forms & Reports Planning TYLER CITY TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales City Executive Sponsor Steering Committee City Project Manager Functional Leads City Change Management Leads Power Users Department Heads End Users Technical Leads City Project Toolset Coordinator City Upgrade Coordinator Review required Forms output A R C I C I Review and complete Forms options and submit to Tyler I I A R C Review in Scope Reports A R I C C Identify additional Report needs I C A R C Add applicable tasks to Project schedule A R I C C I I I 35/73 • tyler 5.3.7 System Deployment The Tyler technical services team Installs Tyler Applications on the server (hosted or on- premise) and ensures the platform operates as expected. The installation includes four databases: Live, Train, Test, and a pre - populated database: IMPL. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 System Deployment TYLER CITY TASKS Install contracted software on server A I R I C Ensure platform operates as expected A I R I C 36/73 t,; tyler 5.3.8 Control Point 2: Assess & Define Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the Build & Validate Stage is dependent upon Tyler's receipt of the Stage Acceptance. 5.3.8.1 Assess & Define Stage Deliverables • Completed analysis Questionnaire o Objective: Gather and document information related to City 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 acceptance of completed Questionnaire based on thoroughness of capturing all City 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, 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's needs. o Scope: Design solution for Modification. o Acceptance criteria: City 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 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 team members are trained on applicable system administration tasks. 5.3.8.2 Assess & Define Stage Control Point Acceptance Criteria • Tyler software is Installed • Fundamentals review is complete • Required Form information complete and provided to Tyler 37/73 • •••'•• tyler • • technologies 38/73 • Current /Future state analysis completed; Questionnaires delivered and reviewed • Data conversion mapping and extractions completed and provided to Tyler • •••• tyler • technologies 5.4 Build & Validate (Stage 3) The objective of the Build & Validate Stage is to prepare the software for use in accordance with the City's needs identified during the Assess and Define Stage, preparing the City for Final Testing and Training. 5.4.1 Configuration & Power User Training Tyler staff collaborates with the City to complete software configuration, using City data, based on the outputs of the future state analysis performed during the Assess and Define Stage. Tyler staff will train the City Power Users to prepare them for the validation of the software. The City 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 CITY TASKS Tyler Executive Manager 1-yler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales City Executive Sponsor City Steering Committee Project Manager Functional Leads Change Management Leads Power Users Department Heads City End Users City Technical Leads City Project Toolset Coordinator City Upgrade Coordinator Perform configuration A R I R I Power User process and Validation training A R I C I C I Validate configuration I C A C R C 39/73 tyler • tccnno!ogies 5.4.2 Data Conversion & Validation Tyler completes an initial review of the converted data for errors. With assistance from the City, 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 reviews specific data elements within the system and identifies and reports discrepancies in writing. Iteratively, Tyler collaborates with the City to address conversion discrepancies prior to acceptance. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed • STAGE 3 Data Conversion & Validation TYLER CITY TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales Executive Sponsor City Steering Committee City Project Manager Functional Leads City Change Management Leads Power Users Department Heads End Users Technical Leads city Project Toolset Coordinator City Upgrade Coordinator Write and run data conversion program against City data A I C R C 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 R C C Revise conversion program(s) to correct error(s) A I C R I C C C 40 / 73 ••.,. tyler 5.4.3 Standard 3rd Party Data Exchange Validation Tyler provides training on Data Exchange(s) and the City tests each Data Exchange. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Standard 3rd Party Data Exchange Validation TYLER CITY TASKS 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 AC I R C 41/73 ••,. tyler • 5.4.5 Modification Delivery & Validation, if contracted Tyler delivers in Scope Modification(s) to the City 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 CITY TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales City Executive Sponsor City Steering Committee City Project Manager Functional Leads Change Management Leads Power Users Department Heads End Users City Technical Leads Project Toolset Coordinator City Upgrade Coordinator 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 42/73 ••,. tyler • Test Standard Forms & Reports Standard Forms & Report Training TASKS STAGE 3 Tyler Executive Manager -< r- Forms & Reports Validation Tyler Implementation Manager — > Tyler Project Manager n Tyler Implementation Consultant Tyler Data Conversion Experts n Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales City Executive Sponsor n City Steering Committee > — City Project Manager n n City Functional Leads City Change Management Leads 73 n City Power Users City Department Heads City End Users n — City Technical Leads City Project Toolset Coordinator City Upgrade Coordinator RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed H D 0 Q V) _v 7 7 W 0 v 7 Q no Q — n 0 2 33 0 7 Q n 0 .Nt 0 v Oh 7 Q a) Q m 0 3 0 0 0 uollepileA sl_iodaj )8 SWJod 9•VS 5.4.7 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. 5.4.7.1 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 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 acknowledges data conversion delivery; the City completes data issues log. • Installation of Modifications on the City's server(s) or Tyler hosted servers. (if applicable) 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 acknowledges Delivery of Modification(s) meeting objectives described in the City- 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 acknowledges that Standard Forms & Reports available in Tyler software for testing in Stage 4. 5.4.7.2 Build & Validate Stage Control Point Acceptance Criteria 44/73 • 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 • The City and Tyler have done a review of primary configuration areas to Validate completeness and readiness for testing and acceptance in Stage 4. • c:•. t .• ler ecnnNogies 5.5 Final Testing & Training (Stage 4) During Final Testing and Training, Tyler and the City review the final cutover plan. A critical Project success factor is the City 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. 5.5.1 Cutover Planning The City and Tyler Project Manager discuss final preparations and critical dates for Production Cutover. Tyler delivers a Production Cutover Checklist to outline cutover tasks to help prepare the City for success. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed • STAGE 4 Cutover Planning TYLER CITY TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales City Executive Sponsor City Steering Committee Project Manager City Functional Leads Change Management Leads City Power Users City Department Heads City End Users City Technical Leads City Project Toolset Coordinator City Upgrade Coordinator Cutover Planning Session A R C I C C C C C C Develop Production Cutover Checklist A R C I I C C I I C 45 / 73 ••x tyler 5.5.2 User Acceptance Testing (UAT) The City 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 CITY TASKS Tyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales City Executive Sponsor City Steering Committee City Project Manager City Functional Leads City Change Management Leads City Power Users City Department Heads City End Users City Technical Leads City Project Toolset Coordinator City Upgrade Coordinator Deliver Test Plan for User Acceptance Testing A R C I I Perform User Acceptance Testing I C AR C CC I I C I Validate Munis Report performance & Users Can Access Data I C C A C R C 46/73 •y tyler 5.5.3 End User Training End Users attend training sessions to learn how to utilize Tyler software. Training focuses primarily on day -to -day City 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 users who attended the Tyler sessions may train any City 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 CITY TASKS 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 47/73 tyler • technologies 5.5.4 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. 5.5.4.1 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 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 acknowledges that Testing steps have been provided for Standard business processes. 5.5.4.2 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 48/73 • •••••tyler • technologies 5.6 Production Cutover (Stage 5) The City and Tyler resources complete tasks as outlined in the Production Cutover Plan and the City begins processing day -to -day business transactions in the Tyler software. Following production Cutover, the City transitions to the Tyler support team for ongoing support of the Application. 5.6.1 Final Data Conversion, if applicable The City provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final data conversion. The City 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 CITY TASKS Provide final data extract C I I A C I I I I R Provide final extract balancing Reports I I A 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 R I C Load final conversion pass to Production environment I I I A C I C R 49/73 tyler Provide production assistance Production processing TASKS STAGE 5 Tyler Executive Manager TYLER Production Processing & Assistance Tyler Implementation Manager > n Tyler Project Manager 73 n Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers n Tyler Technical Support Tyler Sales — City Executive Sponsor — City Steering Committee — > City Project Manager n City Functional Leads n City Change Management Leads n City Power Users n City Department Heads n City End Users n City Technical Leads — City Project Toolset Coordinator — City Upgrade Coordinator RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed O — Cf rD CU N r* O Di -„ -, O n -' O Q — CU Di -< 0 O v Q 7,1,- D v C � N .-f 5 r-r CD T (. CD Ct 0 -< n a CD : cro °° 0 0 n o' n c O CD v n rt cn C --� O n Di Cf 0 rt 0 CD 5.6.2 Production Processing & Assistance w CD Conduct transfer to Support meeting Develop & Document internal support plan TASKS STAGE 5 D Tyler Executive Manager m 70 Transition to Tyler Support — Tyler Implementation Manager n — Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers 7) Tyler Technical Support Tyler Sales City Executive Sponsor > City Steering Committee n City Project Manager n n City Functional Leads n 0 City Change Management Leads 0 0 City Power Users — 0 City Department Heads — City End Users 0 0 City Technical Leads — n City Project Toolset Coordinator — n City Upgrade Coordinator RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed O 5 GO O Q C n O n C 0 1 Go rD rr O a C n CD N : S co n 0 D- CD Co C a D 0 m v 3 O a 0 Q CD CD n Q v O 5.6.3 Transition to Tyler Support 5.6.4 Schedule Post - Production Services Tyler provides post - production services including Month End Close and Year End Close. Prior to scheduling services, the Tyler Project Manager collaborates with the City Project Manager to identify needs. For Munis Financials, this includes scheduling services to assist in the support of the first Month End and Year End processes, utilizing available implementation days from the project budget. In addition, CAFR and SSRS Report Writing Training may be scheduled post production. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Schedule Post - Production Services, if applicable TYLER CITY TASKS fTyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support Tyler Sales City Executive Sponsor City Steering Committee City Project Manager City Functional Leads City Change Management Leads City Power Users City Department Heads City End Users City Technical Leads City Project Toolset Coordinator I City Upgrade Coordinator Identify topics for post - production services C C AR I L I Schedule services for post - production topics A R I CC I C I 52/73 tyler 5.6.5 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. 5.6.5.1 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 acknowledges that data is available in production environment and is accurate. • 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 Project Manager and Tyler Support team, define roles and responsibilities, define methods for contacting Support. o Acceptance criteria: the City acknowledges receipt of tools to contact Support and understands proper support procedures. 5.6.5.2 Production Cutover Stage Control Point Acceptance Criteria 53/73 • Final data conversion(s) delivered, loaded, and is accurate • Processing is being done in Tyler production and is timely and accurate • Transition to Tyler Support is completed • Post -live services have been scheduled ••:;:•. tyler ■ ■ technologies 5.7 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 moves into the next cycle of their relationship with Tyler (next Phase of implementation or long -term relationship with Tyler Support). 5.7.1 Close Phase /Project The City and Tyler Project Managers review the list of outstanding Project activities and develop a plan to address them. The Tyler Project Manager reviews the Project budget and status of each contract Deliverable with the City Project Manager prior to closing the Phase or Project. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 6 Close Phase /Project TYLER CITY TASKS fTyler Executive Manager Tyler Implementation Manager Tyler Project Manager Tyler Implementation Consultant Tyler Data Conversion Experts Tyler Forms & Reports Experts Tyler Modification Programmers Tyler Technical Support v To cn v City Executive Sponsor City Steering Committee Project Manager Functional Leads Change Management Leads Power Users City Department Heads City End Users City Technical Leads Project Toolset Coordinator City Upgrade Coordinator Review outstanding Project activities and develop action plan in project plan A R C C C I C I C Review Project budget and status of contract Deliverables A R I I C 54/73 tyler 5.7.2 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. 5.7.2.1 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. 5.7.2.2 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 55 / 73 • ••••:•. tyler • technologies ologies 6 Roles and Responsibilities 6.1 Tyler Roles and Responsibilities Tyler assigns Project Manager 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. 6.1.1 Tyler Executive Management • Provides clear direction for Tyler staff on exectuting on the Project Deliverables to align with satisfying the City'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's executive sponsor 6.1.2 Tyler Implementation Management • Acts as the counterpart to the City 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 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 6.1.3 Tyler Project Manager The Tyler Project Manager 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 Project Manager o Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance • Planning 56/73 • ••:: 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 Project Manager 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 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 and Tyler and takes all necessary steps to proactively mitigate these items or communicates with transparency to the City any items that may negatively impact the outcomes of the Project o Collaborates with the City's Project Manager 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 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 6.1.4 Tyler Implementation Consultant • Completes tasks as assigned by the Tyler Project Manager • 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 following configuration • Assists during Cutover process and provides production support until the City transitions to Tyler Support 57/73 • ••::�• tyler •• !ecr nologies • Provides product related education • Effectively facilitates training sessions and discussions with City and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time • Makes Munis best practice recommendations • Conducts training (configuration, process, conversion Validation) for Power Users and the City'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 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 6.1.5 Tyler Sales • Provide sales background information to implementation during Project Initiation • Support sales transition to implementation • Provide historical information, as needed, throughout implementation 6.1.6 Tyler Software Support • Manages incoming City 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 on the status and resolution of reported issues 6.1.7 Tyler Disaster Recovery Support • Conduct and monitor nighltly backups of City databases at hosting facility, transfer nighly backups to Tylers data center. • Provides services to host Application in the event of a disaster • Provides 24 hour RPO — Recover Point Objective • Provides emergency response within 2 business hours • Ensure Tyler Application availability within 8 business hours • Provide one annual disaster planning walkthrough 6.1.8 Tyler Systems Management Services • Manages incoming City issues via phone, email, online customer incident portal, and from Software Support • Provides system support including remote support of City systems, operating systems, network and local printing, and SQL assistance for the systems and platform directly attributable to the Tyler Applications • Tracks issues and tickets to timely and effective resolution • Determine root cause and provide solutions or provide direction /escalation to Tyler Development • Consult on pre -sales in regards to system requirements 58/73 •� ••::•. tyler • technologies • Troubleshoot server and workstaton issues • Migrate Tyler Applications and databases to new hardware • Maintain systems and provide Database and Server Administration • Provide proactive monitoring of Tyler Application /DB server(s) • Perform server transfers, database analyssis, file system cleanup, and backup verification. • Assists with database refreshes, LDAP synchronization, and loading releases 6.2 City Roles and Responsibilities City resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles. 6.2.1 City 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 Steering Committee level as part of the escalation process • Actively participates in Organizational Change Communications 6.2.2 City 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 • 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 Policies 6.2.3 City Project Manager The City 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 Project Manager(s) do not have the knowledge or authority to make decisions, he or she engages the correct resources from City to participate in discussions and make decisions in a timely fashion to avoid Project delays. 59/73 • •••••• • tyler • • technologies • 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 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 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 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 staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the Project by all team members • Team Management 60/73 o Acts as liaison between Project Team and Stakeholders o Identifies and coordinates all City 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 technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution • ••:•••• tyler •• technologies o Coordinates with in Scope third party providers to align activities with ongoing Project tasks 6.2.4 City 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 City 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 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 resources • 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 6.2.5 City Power Users • Participate in Project activities as required by the Project team and Project Manager(s) • Provide subject matter expertise on City 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 61/73 • •••••tyler • tccnnologie • 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 staff during and after implementation, as necessary 6.2.6 City End Users • Attend all scheduled training sessions • Become proficient in Application functions related to job duties • Adopt and utilize changed procedures • Complete all assigned tasks by the due dates defined in the Project schedule • Utilize software to perform job functions at and beyond Production Cutover 6.2.7 City 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'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 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 6.2.8 City 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'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 and Tyler resources • Communicates changes affecting users and department stakeholders • Obtains department stakeholder sign -offs to upgrade Production environment 6.2.9 City 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 62/73 •• ••:% tyler • • technologie. • Validates completion of required assignments using toolsets 6.2.10 City 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 63 / 73 • •••••• • tyler • technologies 7 Glossary Word or Term Definition Application Change Control Change Management Change Request Consumables Control Point Cutover Data Exchange Data Mapping Deliverable End User Forms Implementation Management Plan Imports and Exports Interface Install 64/73 A computer program designed to perform a group of coordinated functions, tasks or activities for the benefit of the user. A systematic approach for managing change governing how Change Requests will be received, assessed and acted on. 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. 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. Items that are used recurrently, usually by Peripherals. Examples: paper stock or scanner cleaning kits. Occurring at the end of each Stage, the Control Point serves as a formal City review point. Project progress cannot continue until the City 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. The point when a City begins using Tyler software in Production. A term used to reference Imports and Exports, and Interfaces which allow data to be exchanged between an external system and Tyler software. The process of mapping fields from the Legacy System to the appropriate location in the new system from one or more sources. A tangible or intangible object /document produced as a result of the Project that is intended to be delivered to a City (either internal or external) at a specific time. The person for whom the software is designed to use on a day -to -day basis. 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 — such as payroll checks) or external (vendors — such as purchase orders). A document which is a compilation of the Change Control Management Plan, Risk Management Plan, Resource Management Plan, and Communication Management Plan. A process within the system that a user is expected to run to consume (Import) or produce (Export) a specifically defined file format /layout. A real -time or automated exchange of data between two systems. References the initial Installation of software files on City servers or Tyler hosted servers, and preparing the software for use during • • •••• tyler • • • technologies configuration. The version currently available for general release will always be used during the initial Install. Legacy System The system from which a City is converting. Modification Modification of software program package to provide individual City requirements documented within the Scope of the Agreement or, a modification requires a change to the actual program code, configuration of the system simply means selecting a variety of set up options that allows the system to function differently. 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 City person or group who is (are) an expert(s) in the City business processes, as well as knowledgeable in the requirements and acceptance criteria. Project The Project includes all implementation activity from Plan & Initiate to Closure for all products, Applications and functionality included in a single Agreement. The Project may be broken down into multiple Phases. Project Plan The Project Plan serves as the master blueprint for the Project. As developed, the Project schedule will become a part of the Project Plan and outline specific details regarding tasks included in the Project Plan. Project Planning Meeting Occurs during the Plan & Initiate Stage to coordinate with the City 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 City for the purpose of gathering information needed by Tyler to complete the implementation. RACI A chart describing level of participation by various roles in completing tasks or Deliverables for a Project or process. Also known as a responsibility assignment matrix (RAM) or linear responsibility chart (LRC). Reports Formatted to return information related to multiple records in a structured format. Information is typically presented in both detail and summary form for a user to consume. Scope Products and services that are included in the Agreement. 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 City representatives to present high level Project expectations and 65/73 •••'•• tyler •••. • to hnol0gies Standard Standard File Layout Statement of Work (SOW) Test Plan Software Upgrade Validation (or to validate) Work Breakdown Structure (WBS) 66 / 73 outline how Tyler and the City can successfully partner to create an environment for a successful implementation. Included in the base software (out of the box) package. Standard layouts are export/import file layouts that Munis can produce without any programming customization. Document which will provide supporting detail to the Agreement defining Project- specific activities and Deliverables Tyler will provide to the City. 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 City is expected to supplement with City specific scenarios and processes. References the act of updating software files to a newer software release. The process of testing and approving that a specific Deliverable, process, program or product is working as expected. A hierarchical representation of a Project or Phase broken down into smaller, more manageable components. • •••••• tyler ••• • • • tecnnoiogie 8 Munis Conversion Summary 8.1 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 8.2 Accounting - Actuals • Summary account balances • Up to 3 years 8.3 Accounting - Budgets • Original budget, budget adjustments, revised budget summaries for accounts • Up to 3 years 8.4 Accounts Payable Vendor Master • Vendor Master file including names, addresses, SSN /FID, contacts, phone numbers • Multiple remittance addresses • Year -to -date 1099 amounts 8.5 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 8.6 Accounts Payable - Invoices • Invoice header data containing general information for the invoice • Invoice detail data containing line- specific information for the invoice 8.7 Contracts 67/73 • 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 • ••:;:�. tyler • technologies 8.8 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, P0, Invoice) 8.9 Fixed Assets - History • Transaction history data for acquisitions, disposals, transfers, etc. 8.10 General Billing CID • Customer information 8.11 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 8.12 General Billing — Bills • Unlimited history of open and closed invoices • General Ledger information so open invoices can be processed in Munis 8.13 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 8.14 Project Grant Accounting - Actuals • Summary project ledger string balances • Up to 3 years 8.15 Project Grant Accounting — Budget • Original project ledger budget amounts • Up to 3 years 8.16 Purchase Orders 68/73 • Open purchase orders header data including vendor, buyer, date, accounting information, etc. • �••• • tyler • • technologies 69/73 • Open purchase orders detail data including line item descriptions, quantities, amounts, etc. • ••::•. tyler •• technologies 9 Software Product Descriptions 9.1 General Ledger The Munis® General Ledger application is a true mufti-fund budgeting and accounting system that meets GAAFR and GAAP standards. It accommodates multi -year funds and grants, as well as staggered scal years. It maintains account balances for both balance sheet and subsidiary ledgers. Munis General Ledger is a comprehensive journal processing system. You can automate journal reversal, retrieve an unlimited journal history for as many years recorded in Munis and add as much descriptive text to each entry as needed. You have quick, online access to account information, including the ability to drill down to subsidiary detail and laterally related information. 9.2 Budget Munis'Budgeting manages existing and projected budgets. Create an unlimited number of budget projections, worksheets and proposed budget reports for review. Munis budgeting also provides data export options that enable you to use other analysis tools to upload new numbers. Salary and benefit projections in Munis Human Resources help you accurately forecast all employee related costs, including step raises, vacancies and all benefits. 9.3 Accounts Payable Munis'Accounts Payable manages vendor invoices and vouchers, tracks open payables, prepares pre - check registers, automatically batch generates checks and maintains vendor and expenditure history. Purchase orders can be liquidated in full or in part with detail receiving information available online. Invoices may be scheduled for payment on a flexible basis. Integrated work ow functionality allows you to route and approve invoices online. You can even review and approve invoices without logging in to Munis. 9.4 Cash Management The Munis® Cash Management System provides the treasurer's department with: 70/73 • Disbursement and check reconciliation functions from accounts payable and payroll • A separate file for recording bank account transactions including pooled cash, investment detail files and debt detail files • A tool for cash flow forecasting for any cash account or date range, which provides the option to integrate with accounting system transactions to provide a budget vs. actual cash flow file • Bank Reconciliation, which reconciles Munis cash accounts (book balance) with their corresponding bank accounts (bank balance) • ••:••% tyler •• technologies 9.5 Contract Management Many organizations utilize contracts for some of their procurement. Munis'Contract Management allows you to create and approve contracts for purchases and encumber the appropriate funds in advance, before details such as quantities and delivery dates are known. Later, as these specifics become clear, you create requisitions, purchase orders, and invoices that refer to the contract to avoid re- encumbering the same funds. Contract Management is fully integrated with General Ledger, Requisitions, Purchase Orders, Accounts Payable, Workflow and Bid Management. 9.6 Fixed Assets Munis'Fixed Assets helps you manage government, school or utility's record - keeping of all fixed assets such as land, buildings, machinery and equipment, construction in progress and infrastructure. You can tie an unlimited number of individual assets to master assets, simplifying record maintenance and reporting. You can also create asset records from purchase orders or directly from invoices. 9.7 Project & Grant Accounting Munis'Project and Grant Accounting provides an optional method for multi -year tracking of budgets, expenditures and revenues for user - defined projects such as capital improvements, special programs and so on. You can record project detail in the general fund as well as all other funds (special revenue, grants, etc.). Create separate grants and track the entire process, from application through conversion. Project and Grant Accounting is a subsidiary module of General Ledger and is distributed separately. 9.8 Purchasing Tyler's purchasing applications automate purchasing processes across a public sector organization and help purchasing departments manage the entire life cycle of a purchase. Munis'Purchase Orders provides workflow approvals, defined by the business rules specific to your organization. Also supported are blanket purchase orders, contracts, price agreements, bids and quotes. Munis'Requisitions addresses the varying needs of all staff involved in purchasing, from a decentralized requisitioner to a busy central purchasing agent. Munis Requisitions allows individual departments to enter their own requests electronically. During entry, the real -time available budget is displayed, commodity data is easily viewed, and contracted items can be searched and selected for purchase. Once the requisition obtains its required electronic approvals, it is forwarded to purchasing, converted to a purchase order and printed with a single keystroke. A requisition -to -bid process allows departments to request an item that must go out to bid. The optional Munis Bid Management application is notified of this requisition through work ow and can automatically generate the bid from this requisition. Flexible workflow allows sites to define price points for requisitions that must be put out to bid. With this functionality, requisitions cannot be converted to purchase orders without appropriate vendor quotes or until an awarded bid contract has been established. 71/73 • •••••• tyler •.• • • rechnoiogies 9.9 Accounts Receivable Tyler's Munis'Accounts Receivable (AR) software performs two major functions: collections of miscellaneous cash and the collection of billed receivables. Processing over - the - counter or mailed payments for non - billed items such as licenses, permits, and registrations is easy using Munis AR software. You also have the option to print a receipt if necessary. Set your own charge codes to facilitate data entry and provide detailed or summary analysis (daily, weekly, monthly) by type. Additionally, you can pre -set General Ledger revenue accounts to these codes so that data entry personnel don't need to know or have to enter account numbers — creating efficiencies, and saving your organization critical time and resources. 9.10 General Billing Tyler's Munis'General Billing software creates invoices for various departments and activities not covered by other Munis revenue applications, such as Utility Billing and Tax Billing. Munis General Billing eliminates handwritten bills and manual calculations, and generates invoices containing itemized charges at calculated rates, accumulated totals and payment history. 9.11 Tyler Forms Control where, how, and in what order you print your purchase orders, invoices, checks, and more with the TylerForms Output Management Solution. TylerForms merges your application data with templated electronic form designs. The results can be printed to your existing network printers, no matter where the hardware is physically located. Select qualified forms output can also be emails, faxed, or sent to Tyler Content Manager based on your specific requirements. Tyler Content Manager SE TCM SE is pre- configured and fully integrated with nearly 200 Munis document types. Using TylerForms, Tyler automated the capture of thousands of form images that are normally printed. Clients scan additional documents related to core Munis business processes that originate externally. Users have easy access to all these securely archived documents, retrieving images directly from their Munis inquiry screens or directly from TCM SE. Additionally, system - generated reports are archived for future retrieval. TCM SE is ideal for clients who wish to eliminate paper, protect documents and retrieve a variety of related content. 9.12 Munis Analytics & Reporting Tyler Reporting Services meets Munis'clients' need for reports and queries in formats unique to them, and helps provide the right information to the right person at the right time. Designed for use with Microsoft SQL Server database server, Reporting Services allows clients to access and report information stored in any of their Munis data files. The database views and models are easy to use, incorporate security and permissions set within Munis, and are an efficient way to connect to the database. 72 /73 • •••:�• tyler •• tecrnoiogtes Munis'Office augments the reporting and documentation capabilities of Munis applications. It provides the ability to interact with Microsoft'Officefiles. For example, you can export data from a Munis application to a Microsoft Word or Excel document. From there, you can manipulate the data and create custom reports, pie charts, etc., without modifying the original Munis data. You can also mail merge information from Munis into specific Word templates that you de ne. 9.13 Tyler CAFR Statement Builder Tyler CAFR Statement Builder simplifies the development of your Comprehensive Annual Financial Report (CAFR). The Government Accounting Standards Board (GASB) defines the new reporting model for all governmental entities. Tyler CAFR Statement Builder is embedded with GASB rules and assists you with every step involved in the reporting process. 73/73 ler technoogies See following pages. 4.. • tyler • technologies Exhibit F Escrow Agreement 46 •••'•• tyler .• rnnniage� EFFECTIVE DATE: 47J -Z ed( MASTER DEPOSIT ACCOUNT NUMBER: 3 V9' THREE -PARTY MASTER DEPOSITOR ESCROW SERVICE AGREEMENT 1. Introduction. This Three -Party Master Depositor Escrow Service Agreement (the "Agreement") is entered into by and between Tyler Technologies, Inc, ( "Depositor"), and by any additional party enrolling as a `Benefldary" upon execution of the Beneficiary Enrollment Farm attached as Exhibit E to this Agreement and by Iron Mountain Intellectual Property Management, Inc. ("boa Mouetana" ). Beneficiary, Depositor, and Iron Mountain may be referred to individually as a "Party" or collectively as the "Parties" throughout this Agreement. (a) The use of the team "services" in this Agreement shall refer to Iron Mountain services that facilitate the creation, management, and enforcement of software or other technology escrow acoormts as described in Exhibit A attached hereto ( "Services"). A Party shall request Services under this Agreement by submitting a work request for certain Iron Mountain Services ("Work Request") via written instruction or the online portal maintained at the website located at www.irontpountainconnect.corn or other websites owned or controlled by Iron Mountain that are linked to that website (collectively the `Iron Mountain Website"). (b) The Beneficiary and Depositor have, or will have, entered into a license agreement or other agreement conveying intellectual property rights to the Beneficiary ("License Agreement"), and the Parties intend this Agreement to be considered as supplementary to the License Agreement, pursuant to Title 11 United States [Bankruptcy] Code, Section 365(n). 2. Depositor Responsibilities and Representations. (a) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other materials covered under this Agreement (`Deposit Materiar) to Iron Mountain within thirty (30) days of the Effective Date. Depositor may also update Deposit Material from time to time during the Term of this Agreement provided a minimum of one (1) complete and functional copy of Deposit Material is deposited with Iron Mountain at all times. At the time of each deposit or update, Depositor will provide an neonate ate and complete description of all Deposit Material sent to Iron Mountain via the Iron Mountain W ebelbe or using the form attached hereto as Exhibit B. (b) Depositor represents that it lawfully possesses all Deposit Material provided to Iron Mountain under this Agreement free of any liens or encumbrances as of the date of their deposit. Any Deposit Material liens or encumbrances made after their deposit will not prohibit, limit, or alter the rights and obligations of Iron Mounrta in under this Agreement. Depositor warrants that with respect to the Deposit Material, Iron Mountain's proper administration of this Agreement will not violate the rights of any third parties. (c) Depositor represents that all Deposit Material is readable and useable in its then current frown; if any portion of such Deposit Material is encrypted the necessary decryption tools and keys to read such material are deposited contemporaneously. (d) Depositor agrees, upon request by Iron Mountain, in support of Beneficiary's request for verification Services, to promptly complete and return the Escrow Deposit Questionnaire attached hereto as Rrhibit Q. Depositor consents to Iron Mountain's performance of any level(s) of verification Services described in Exhibit A attached hereto and Depositor farther consents to Iron Mountain's use of a subcontractor to perform verification Services. Any such subcontractor shall be bound by the same confidentiality obligations as Ion Mountain and shall not be a direct competitor to either Depositor or Beneficiary. Iron Mountain shall be responsible for the delivery of Services of any such subcontractor as if Iron Mountain had performed the Services Depositor represents that all Deposit Material is provided with all rights necessary for Iron Mountain to verify such proprietary technology and materials upon receipt of a Work Request for such Services or agrees to use commercially reasonable efforts to provide Iron Mountain with any necessary use rights or permissions to use materials necessary to perform verification of the Deposit Material. Depositor agrees to reasonably cooperate with Iran Mountain by providing reasonable access to its technical personnel for verification Services whenever reasonably necessary. 3. Beneficiary Responsibilities and Rearesenfations. (a) Beneficiary acknowledges that as between Iron Mountain and Beneficiary, Beneficiary assumes all responsibility for the completeness and functionality of all Deposit Material. (b) Beneficiary may submit a verification Work Request to Iron Mountain for one of more of the Services defined in Exhibit A attached hereto and farther consents to Iran Mountain's use of a subcontractor if needed to provide such M3P D Rev. 06/01/08 02008 Iran Mountain Incorporated Page 1 of 13 Services. Beneficiary warrants that Iron Mountain's use of any materials supplied by Beneficiary to perform the verification Services described in Exhibit A is lawful and does not violate the rights of any third parties. 4. Iron Mountain Responsibilities and Representatlous. (a) Iron Mountain agrees to use commercially reasonable efforts to provide the Services requested by Authorized Person(s) (as identified in the "Authorized Person(s)/Notices Table" below) representing the Depositor and Beneficiary in a Work Request. Iron Mountain may reject a Work Request (in whole or in part) that does not contain all required information at any time upon notification to the Party originating the Work Request. (b) Iron Mountain will conduct a visual inspection upon receipt of any Deposit Material and associated Exhibit B. If Iron Mountain determines that the Deposit Material does not match the description provided by Depositor represented in Exhibit B attached hereto, Iron Mountain will notify Depositor of such discrepancies and notate such disci pa ncy on the Exhibit B. (c) Iron Mountain will provide notice to the Beneficiary of all Deposit Material that is accepted and deposited into the escrow account under this Agreement. (d) Iron Mountain will work with a Party who submits any verification Work Request for Deposit Material covered under this Agreement to either fulfill any standard verification Services Work Request or develop a custom Statement of Work (" SOW"). Iron Mountain and the requesting Party will mutually agree in writing to a SOW on the following terms and conditions that include but are not limited to: description of Deposit Material to be tested; description of verification testing; requesting Party responsibilities; Iron Mountain re sponsibilipies; Service Fees invoice payment instructions; designation of the paying Party; designation of authorized SOW representatives for both the requesting Party and Iron Mountain with name and contact information; and description of any final deliverables, prior to the start of any fulfilment activity. After the start of fulfillment activity, each SOW may only be amended or modified in writing with the mutual agreement of both Parties, in accordance with the change control procedures set forth therein. (e) Iron Mountain will hold and protect all Deposit Material in physical or electronic vaults that are either owned or under the control of Iron Mountain, unless otherwise agreed to by the Parties. (f) Upon receipt of written instructions by Depositor, Iron Mountain will permit the replacement or removal of previously submitted Deposit Material. (g) Iron Mountain will return the Deposit Material to Depositor upon termination of this Agreement. If reasonable attempts to return the Deposit Material to Depositor are unsuccessful, Iron Mounntain shall destroy the Deposit Material. S. rett. The Party responsible for payment designated in Exhibit A ("Paying Party") shall pay to Iron Mountain all fees as set forth in the Work Request ( "Service Fees"). Except as set forth below, all Service Fees are due to Iron Mountain within forty - five (45) calendar days from the date of invoice in U.S. currency and are non-refimdable. Iron Mountain may update Service Fees with a ninety (90) calendar day written notice to the Paying Party during the Term of this Agreement Iron Mountain shall not increase Service Fees by more than eight percent (8 %) per year. The Paying Party is liable for any taxes related to Services purchased under this Agreement or shall present to Iron Mountain an exemption catiiicate reasonably acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible. Any undisputed Service Fees not collected by Iron Mountain when due shall bear interest until paid at a rate of one percent (I%) per month (12% per annum) or the maximum rate permitted by law, whichever is less. Notwithstanding, the non- performance of any obligations of Depositor to deliver Deposit Material under the License Agreement or this Agreement, Iron Mountain is entitled to be paid all Service Fees that accrue during the Term of this Agreement 6. Term and Termination. (a) The initial "Tenn" of this Agreement is for a period of one (1) year from the Effective Date ("bidet Tenn") and will automatically renew for additional one (1) year terms (each a "Renewal Term") and continue in full force and effect until one of the following events occur: (1) Depositor provides Iron Mountain with sixty (60) days' prior written notice of its intent to cancel this Agreement; (ii) Beneficiary provides Iron Mountain and Depositor with sixty (60) days' prior written notice of their intent to terminate this Agreement; (iu) the Agreement terminates under another provision of this Agreement; or (iv) any time after the Initial Team, Iron Mountain provides one hundred eighty (180) days prior written notice to the Depositor and Beneficiary of Iron Mountain's intent to terminate this Agreement During this notice period, Iron Mountain's Service Fees shall be paid by the Paying Party. If the Effective Date is not specified above, then the last date noted on the signature blocks of this Agreement shall be the Effective Date. (b) Unless the express terms of this Agreement provide otherwise, upon termination of this Agreement, Iran Mountain shall return the Deposit Material to the Depositor. If reasonable attenapts to return the Deposit Material to Depositor are unsuccessful, Iron Mountain shall destroy the Deposit Material. M3P D Rev. 06/01/08 02008 Iron Mountain Incorporated. Page 2 of 13 (c) In the event of the nonpayment of undisputed Service Fees owed to Iron Mountain, Iron Mountain shall provide all Parties to this Agreement with written notice of Iran Mountain's intent to terminate this Agreement Any Party to this Agreement shall have the right to make the payment to Iron Mountain to care the default If the past due payment is not received in full. by Iron Mountain within forty -five (45) calendar days of the date of such notice, then Iron Mountain shall have the right to terminate this Agreement at any time thereafter by sending written notice to all Parties. Iron Mountain shall have no obligation to take any action under this Agreement (except to those obligations that survive termination of this Agreement) so long as any undisputed Service Pees dne Iron Mountain under this Agreement remain unpaid. 7. General Indemnity. Subject to Section 10 and 11, each Party shall defend, indemnify and hold harmless the others, their corporate affiliates and their respective officers, directors, employees, and agents and their respective successors and assigns from and against any and all claims, losses, Liabilities, damages, and expenses ( including, without limitation, reasonable attorneys' fees), arising under this Agreement from the negligent or intentional acts or omissions of the indemnifying Party or its subcontractors, or the officers, directors, employees, agents, successors and assigns of any of them. 8. Warranties. (a) IRON MOUNTAIN WARRANTS ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIuiW IN THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR. ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT AILOWED BY APPLICABLE LAW. AN AGGRIEVED PARTY MUST NOTIFY IRON MOUNTAIN PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES AND SUCH PARTY'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE RETURN OF THE PORTION OF THE FEES PAID TO IRON MOUNTAIN BY PAYING PARTY FOR SUCH NON - CONFORMING SERVIC'FJ. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT. (b) Depositor warrants that all Depositor Information provided hereunder is accurate and reliable and undertakes to promptly correct and update such Depositor Information during the Tenn of this Agreement (c) Beneficiary warrants that all Beneficiary information provided hereunder is emirate and reliable and undertakes to promptly correct and update such Beneficiary Information during the Tam of this Agreement. (d) Ownership Warranty. Depositor warn ants that it is the owner or legal custodian of the Deposit Material and has fill authority to store the Deposit Material and direct their disposition in accordance with the Moons of this Agreement Depositor shall reimburse Iron Mountain for any expenses reasonably incurred by Iron Mountain (including reasonable legal fees) by reason of Iron Mountain's compliance with the instructions of Depositor in the evert of a dispute concerning the ownership, custody or disposition of Deposit Material stored by Depositor with Iron Mountain. 9. Confidential Information. Iron Mountain shall have the obligation to reasonably protect the confidentiality of the Deposit Material. Except as provided in this Agreement Iron Mountain shall not use or disclose the Deposit Material. Iron Mountain shall not disclose the terns of this Agreement to any third party. If Iron Mountain receives a subpoena or any other order from a court or other judicial tribunal pertaining to the disclosure or release of the Deposit Material, Iron Mountain will immediately notify the Parties to this Agreement unless prohibited by law. After notifying the Parties, Iron Mountain may comply in good faith with such order. It shall be the responsibility of Depositor or Beneficiary to challenge any such order; provided, however, that Iron Mountain does not waive its rights to present its position with respect to any such order. Iron Mountain will cooperate with the Depositor or Beneficiary, as applicable, to support efforts to quash or limit any subpoena, at such party's expense. Any Party requesting additional assistance shall pay Iron Mountain's standard charges or as quoted upon submission of a detailed request. 10. Limitation ofLiabfity. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, ALL LIABILITY, IF ANY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OF ANY PARTY TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT EQUAL TO ONE YEAR OF FEES PAID OR OWED TO IRON MOUNTAIN UNDER THIS AGREEMENT. IF CLAIM OR LOSS IS MADE IN RELATION TO A SPECIFIC DEPOSIT OR DEPOSITS, SUCH LIABILITY SHALL BE LIM TED TO THE FEES RELATED SPECIFICALLY TO SUCH DEPOSITS. THIS LIMIT SHALL NOT APPLY TO ANY PARTY FOR (I) ANY CLAIMS OF M3P D Rev. 06/01/08 ®2008 Iron Momtain Incorporated Page 3 o €13 INFRINGEMENT OF ANY PATENT, COPYRIGHT, OR TRADEMARK; (II) LIABILITY FOR DEATH OR BODILY INJURY; (III) PROVEN THEFT; OR (IV) PROVEN GROSS NEGLIGENCE OR. WILLFUL MISCONDUCT. 11. Consequential Damages Waiver. IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANOTHER PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR. CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA OR INFORMATION, ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EVEN IF THE POSSIBILITY THEREOF MAY BE KNOWN IN ADVANCE TO ONE OR MORE PARTIES. 12. General. (a) Incorporation of Work Requests. All valid Depositor and Beneficiary Work Requests are incorporated into this Agreement (b) Purchase Order. In the event that the Paying Party issues a purchase order or other instrument used to pay Service Fees to Iron Mountain, any terms and conditions set forth in the purchase order which constitute terms and conditions which are in addition to those set forth in this Agreement or which establish conflicting terms and conditions to those set forth in this Agreement are expressly rejected by Iron Mountain. (c) Right to Make Copies. Iron Mountain shall have the right to make copies of all Deposit Material as reasonably necessary to perform the Services. Iron Mountain shall copy all copyright; nondisclosure, and other proprietary notices and titles contained on Deposit Material onto any copies made by Iron Mountain. Any copying expenses incurred by Iron Mountain as a result of a Work Request to copy will be borne by the Party requesting the copies. Iron Mountain may request Depositor's reasonable cooperation in promptly copying Deposit Material In order for Iron Mountain to perform Services. Choice of Law. The validity, won, and performance of this Agreement shall be controlled by and construed under the laws of the State of Texas, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of laws. (e) Authorized Person(s). Depositor and Beneficiary must each authorize and designate one person whose actions will legally bind such party ( "Authorized Person(s)" who shall be identified in the Authorized Person(s) Notices Table of this Agreement) and who may manage the Iron Mountain escrow account through the Iron Mountain Website or written instruction. The Authorized Person(s) for each the Depositor and Beneficiary will maintain the accuracy of their name and contact information provided to Iron Mountain during the term of this Agreement. Right to Rely on Instructions. Iron Mountain may act in reliance upon any instruction, instrument, or signature reasonably believed by Iron Mountain to be genuine and from an Authorized Person(s), officer, or other employee of a Party. Iron Mountain may assume that such representative of a Party to this Agreement who gives any written notice, request, or instruction has the authority to do so. Iron Mountain will not be required to inquire into the truth or evaluate the merit of any statement or representation contained in any notice or document reasonably believed to be from such representative. With respect to Release and Destruction of Deposit Materials, Iron Mountain shall rely on an Authorized Person(s). (g) Force Maieure. No Party shall be liable for any delay or failure in performance due to events outside the defaulting Parry's reasonable control, including without limitation acts of God, earthquake, labor disputes, shortages of supplies, riots, war, acts of terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused Party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay. (h) Notices. All notices regarding Exhibit C (release) shall be sent by commercial express mail or other commercially appropriate means that provide prompt delivery and require proof of delivery. All other correspondence, including invoices, payments, and other documents and communications, may be sent electronically or via regular mail. The Parties shall have the right to rely on the last known address of the other Parties. Any correctly addressed notice to last known address of the other Parties that is relied on herein that is refused, unclaimed, or undeliverable because of an act or omission of the Party to be notified as provided herein shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by electronic mail, the postal authorities by mail, through messenger or commercial express delivery services. No Waiver. No waiver of rights under this Agreement by any Party shall constitute a subsequent waiver of this or any other right under this Agreement. (j) Assiganun_t. No assignment of this Agreement by Depositor or Beneficiary or any rights or obligations of Depositor or Beneficiary under this Agreement is permitted without the written consent of Iron Mountain, which shall not be M3P D Rev. 06/01/08 02008 Iron Mountain Incorporated. Page 4 of 13 (d) (f) (i) (k) (1) unreasonably withheld or delayed, provided, however, Depositor may, without the prior written consent of Iron Mountain, assign this Agreement in its entirety to the surviving entity of any merger or consolidation or to any purchaser of substantially all of the Depositor's assets. Iron Mountain shall have no obligation in performing this Agreement to recognize any successor or assign of Depositor or Beneficiary unless Iron Mountain receives clear, authoritative and conclusive written evidence ate change of parties. No assignment of this Agreement by Iron Mountain or any rights or obligation of Iron Mountain under this Agreement is permitted without the written consent of Depositor, which shall not be unreasonably withheld or delayed, provided, however, that Depositor's consent shall not be required for any assignment of this Agreement to an Iron Mountain subsidiary or other Iron Mountain entity. Severabllity. In the evettt any of the tangs ofthis Agreement become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. If this paragraph becomes applicable and, as a result, the value of this Agreement is materially impaired for any Party, as determined by such Party in its sole discretion, then the affected Party may terminate this Agreement by written notice to the others. Independent Contractor Relationlip. Depositor and Beneficiary understand, acknowledge, and agree that Iron Mountain's relationship with Depositor and Beneficiary will be that of an independent contractor and that nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, or employment relationship. (m) Attorneys' Fees. In any suit or proceeding between the Parties relating to this Agreement, the prevailing Party will have the right to recover from the other(s) it's costs and reasonable fees and expanses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in such judgment. This provision is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any such judgment. (n) No Agenj. No Party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other Parties or bind the other Parties in any respect whatsoever. pisvutes. Any dispute, difference or question relating te or arising among any of the Parties concerning tbe construction, meaning, effect or implementation entation of this Agreement or the rights or obligations of aay Party hereof will be submitted to, and settled by arbitration by a single arbitrator chosen by the corresponding Regional Office of the American Arbitration Association in accordance with the Commercial Rules of the American Arbitration Association. The Parties in dispute shall submit briefs of no more than ten (10) pages and the arbitration hearing shall be Butted to two (2) days maximum. The arbitrator shall apply Texas law. Unless otherwise agreed by the Parties, with agreement by Iron Mountain not to be unreasonably withheld, arbitration will take place in Dallas, Texas, U.S.A. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator. Service of a petition to confirm the arbitration award may be made by regular mail or by commercial express mail, to the attorney for the Party or, if unrepresented, to the Party at the last known business address. If however, Depositor and/or Beneficiary refuse to submit to arbitration, the matter shall not be submitted to arbitration and Iron Maintain may submit the matter to any court of competent jurisdiction for an interpleader or similar action. Unless adjudged otherwise, any costs of arbitration insured by Iron Mountain, including reasonable attorney's fees and costs, shall be divided equally and paid by Depositor and Beneficiary. Regulations. All Parties are responsible for and warrant, to the extent of their individual actions or omissions, compliance with all applicable laws, rules and regulations, including but not limited to: customs laws; import; export and re-export laws; and government regulations of any country from or to which the Deposit Material may be delivered in accordance with the provisions of this Agreement. No Third Party Rights. This Agreement is made solely for the benefits of the Parties to this Agreement and their respective permitted successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement unless otherwise agreed to by all the parties hereto. (r) Entire Agreement The Parties agree that this Agreement, which includes all the Exhibits attached hereto and all valid Work Requests submitted by the Parties, is the complete agreement between the Parties hereto concerning the subject matter of this Agreement and replaces any prior or contemporaneous oral or written communications between the Parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. Each of the parties herein represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its business organization as named in this Agreement. This Agreement may only be modified by mutual written agreement of the Parries. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. (0) (p) (q) (s) M3P D Rev. 06/01/08 02008 Iron Mountain Incorporated. Page 5 of 13 (t) Survival Sections 6 (Term and Ten inalion), 7 (General Indemnity), 8 (Warranties), 9 (Confidential Information), 10 (Limitation of Liability), 11(Consegneadial Images Waiver), and 12 (General) of this Agreement shall survive termination argils Agreement ar any Exhibit attached hereto. DEPOSITOR: TYLER. TECHNOLOGIES, INC. SIGNA.TWM Pm!FrNAME: Richard etel:son, J: TM= President -- FMS Divisi■ DATE: September 25, 2008 EMAIL ADAMS Approved as to Operational Cantesh iron Menotam Operation n mtON MOIJNTAJN INTELLECTUAL PROPERTY MAMA , Il4C. Approved no r Fenn and Vnatevt Iron Maud* Legal Department Farm E. Raymond, CoutramSpetialiat Date: Sept.*,MOS NOTE: AvhiIORIISD Pints UNSI NOT ICES TAN , BILLING CONTACT INFORMATION TABLE AND X 13 FOLLOW M3P D Rev. MOUO8 8 hob. Mta:e lnoorporated Page 6 of 13 DDPosrroR AumonlzED PEPS0N(S)1N01iCEs TABLE Please provide the name(s) and contact information of the Authorized Peiso t(s) mzder this Agreement Ali notices will be sent electronically and/or through regular mall to the appropriate address set forth below. Puna Mum: Stacey M. Gerard Tau: Contracts Maue,Aer IMAM AnDiass Stacey. Berard @tyler'tecl Slaw ADDRESS 370 US Route 1 PtaovnwilQndST 1 Falmouth, ME Focus/AP Cotes 04105 PacamPlu m n 800- 772 -2260 FAXN1IUZ 207-781 -2459 .c0a BILLING CONTACT INFORMATION TABLE Please provide the name and contact information of the Billing Conthctuoder this Agreement. All invoices will be sent electronically and/or through regular mail to the appropriate address set forth blow. PmxrNmmu Lisa Carpenter Tam Senior A/P Specialist. lisaa. carpenter @ty1erte• Emma,ADnituss grazerAtrnma 370 US Route 1 PROVO [IS•rara Balmou.thi, ME rosmair eons 041(15 Timm Nomura 800- 772 -2260 FAXNt3MBZR . 207 -781 -2459 h.coa IRON MOUNTAIN N INTELLECIPUAL PROPERTY MANAGEMENT, INC. AU notices should be sent to nAncli in.v nn OR Iron Mountain Intellectual Property Inc., Attn: Client Sezvices, 2100 Norcross Parkway, Suite 150, Norcross, Georgia, 30071, USA. M3P D Rev. 06/01/08 02008 Ism Mountain Inc:oaporated. Page 7 of 13 MUST BE COMPLETED EXBIBIT A - Escrow Survire Work Retmeat - .. . -.. ernte . ____ zsiii0-04000,tuyiiiiiajawilaintlitarit-siiiiigt Acitiiiiita '-- .... .• ........ .. . . . . . . . . . .• . . .... .. ..•. • . • .. ..... : All . iik*O; *004 Yr-!°W; 17rii:eslisi SIO*Okblei are requudcg . 0e.ii• .TS.? eacrow . actowit .• .seliC SUE* SerViceSMiy:niFitheneliiiiki itiCA : • . . _' ' .:_s' s' ::: :.:;:1::: . : . ■. . . . . . . % •--. O. - . ' -:TWV:.::. ' :s...: : i-iiii, ANNLAI •:, "- ' W.. , :- - ' -. '' '.-:PAYWIF. Patti+. : .'.--..: , 'Cheek* • • ' .:*--.:pliii4 tarty " -0;eietikKstk,' .'"....:47:- • 13 ' _ ... -.: _ s ' tJ t . 1.. , reeOR , _ . lairivot,kop,it **C . Won rd ..40 Itii304,40iw &TN ". * te:WeTtit;adistiotr 4this . , . . Inne Mowuaui1wdl wthp a PO- -*sten de**, 1i4;eltegiit:sle Iiidinlirge4S14,44410*TilPi# : .00454 .„ !.,Ilitts,tr0 . -- 41110Wittfkaintilitts*iiiigOIBB t$30101teT rikKeFfs—.11 ilfc. M1.., 413441Fitiggiktitea0 NOPit#34603/4Litivift W Ofik4 4 09PA:110104#0,vpider& fori11401. ((Iowa? pm** Yt.1A114*-veStt'41;iiiitri6/*Y..~,Zt.fito .,44.1.04(goik1014050i? NtRimmag tr.!.! . "---P=5**-411g'afx*tmn- 440triZ-0*holqievi.40 Xpabokegitp=o6_0141*- . oc. do* X dr604146tign ' ictooft ' 0.3.0*..1110(014(10036, ti003.4414.040A14.04..44.raiteiktoiess.fai0.41.140. CP1iltOW19090.M004_000,411.*. $ker14115.11 P,014.0!Iiiikg4t10.1.8: O. 1..W.44ro W4,0* p4iLyiiiiitipA.C.:* ::;.:' fec.i#4*, ..,._ 4744.4*.. woo* Aiiitiiiftets ifrgW.SigeffiKivithkh4Vcoi400.441ftifeolkili:0048* stierls:itildettsadDioi114Ossuilitetifiicillt Etk:whia)iiiitttotaeatotomoko otootikablipiteetk2g1,titio.*Dioktookw4fd***,olieiakk a 0V_ , . . .1ittditier**1.414.411*didetticelldit 114.054e u.:iV:0- — i.e-nitlesf,' ' . -0: I ratittistedecurelitejoitc*iii to ilk arpaglitsodestsiste frilfdtpix:ottiuM - _ . - : „ . . . . . • `;:$46.7eii. • SI" ZiO 9 Add Additional Deposit Amount lion Mountain will set up one additional deposit account to manage and administrate access to new Deposit Materiel that will be securely stored in controlled media vaults in accordance with die service description above and the Agreement that governs the Initial Deposit Account $1,000 0 Depositor - OR - 0 Beneficiary 0 Add Additional Beneficiary bon Mountain will fulfill a Woak Requestto add a new Beneficiary to an escrow deposit account in accordance with the service description above and the Agreement_ WOO 0 Depositor- OR - 0 Beneficiary 0 Add Deposit Tracking Notification At least semi-ennually, bon Mountain will send an update mutinies to Depositor. Ihneafter, Beneficiary will be notified of last deposit . NIA $375 0 Depositor - OR - 0 Beneficiary 0 Add Rile List Report Iron Mountain will fulfill a Wait Request to provide a File List Test, which includes a deposit media readability analysis, a file listing, a the classification table, virus scan outputs, and assurance of compkted deposit questiomiaire. A foil report will be sent to the Paying Party regarding the Deposit Malarial to ensure comdstency between Depositor's representations (i.e., Exhibit B and Deposit Questionnake) and stored Deposit Material. Deposit must be provided on CD, DVD-R, or deposited by sFTP. $7,500 N/A 0 Depositor - OR - 0 Beneficiary 0Add Level i - Inventory and Analysis Test lion Mountain will perform an Inventory Test on the initial deposit, which includes Analyzing deposit media readability, vitas scanning. developing file chissification tables, identifying the • presencelabsence of build Man/criers, and identifying materials required to recreate the Depositofs software development environment Output includes ansport which vall kutude build instructions, file classification tables and listings. In addition, the report will list inquired software development materials, including, without ltatiat Inquired source code languages and contpilem, third-party software, libraries, operating systems, and barium, as well as Iron Mountain's analysis of the deposit. S54" or based on SOW W custom work mg uirtd N/A 0 0 DePtlailur - OB - Beneficiary . C1Add Level 2— Deposit Compile Test Iran Mountain will fulfill a Work Request to perform a Deposit Compile Test, which includes the outputs of the Pile Listing Report tmd the Level I - inventory Test as described above plus recreating the Depositors software development environment compiling soma files and modules, linking libraries and recreating namable code, passtrail determination, creation of c.oreprehensive build instructions with a final esport sent to the Peeing RAY leganiari the Deposit Material. The Paying Party and Iron Mountain will agree on a custom Statement of Work ("SOW") prior to the start of thfilliment Bwed „ SOW N/A 0 Depositur _ coR _ 0 Beneficiary ['Add Level! 3 - Binary Comparison Iron Mountain will fulfill a Wet& Request to perform one Deposit'Osability Test- Binary Comparison which includes a comparison of the files built ftom the Deposit Compile Test to the actual licensed technology on the Beneficiary's site to ensure a NI tnatch in file size, with a fine! report sent to the Requesting Party regarding the Deposit MateriaL The Paying Party and Iron Mountain will agree an a custom Statement of Work ("SOW") prior to the stint of fulfillment Based on SOW NI A 0 Depositor - OR - 0 Berteficiary DAdd Levet 4 - MI UsabNity Iron Motmtain will fulfill a Work Request to perform one Deposit Usability Test- Full 'Usability which indndes a conformation that the built applications week propedy when installed, based on pre-determined test scripts provided by the Patios. A final report will be sent to tire Paying Party regarding the Deposit Material. The Paying Party and Iron Mountain will agree on a custom Stateliest of Work ("SOW") prior to the start of fulfillment. Based an SOW N/A 0 Depositor- OR - 0 Benefriary 0 Add ifnial/Remots Vaulting Iron Mountain will fulfill a Work Request to Mire and manage the deposit materials m a remote location, designated by the client, outside of Iron Mowiain's primary escrow vomiting location or 10 store and manage a redundant copy of the deposit materials in one (1) additional location. All Deposit Materials (original and co) must be provided by the Depositor. N/A 5500 0 Depositor - OR - 0 Beneficiary 0 Release Deposit Material Iron Mcamtain will process a Work Request to rdease Deposit Material by following the specific procedures defined in Exhibit C 'Release of Deposit Mated*? the Escrow Service Agreesnent Ni, ' 0 Depositor - OR - 0 Beneficiary 0 Add Custom Services Iron Mountain will provide its Escmw Expert considting based on a custom SOW mutually agreed to by all Parties. $17S/Sour N/A 0 Depositor - OR - 0 Beneficiary 0 Custom Contract Fee Custom contracts are subject to the Custom Contract Pee, which covers the review and processing of custom or modified contracts. N/A 0 Depositor - OR - 0 Beneficiary Note. Parties may submit Work Requests via written instruction or electronically thanes the online pond. *15% Setup Fee discount applies to the first year only. M3P_D Rev. 06/01/08 02008 Iron Mountain Incorporated. Page 8 of 13 ExsturT B DEPOSIT MATERIAL DESCRIPTION �j�a COMPANY NAMz: DEPOSIT ACCOUNT NusneF,a: 3 7 / t Z ' DErosrr NAME AND DEPOSIT VERSION (Deposit Name will appear in account history reports) DFrosrrME»IA (PIZAsg LABEL ALL MEDIA WITH TM Daman NAME Piton= ABOVE) ... s•86IA...:.:.:..'r�`.�i = �-`.:.'`: �i,.. ... . '7 . �C !'.APiIYTY:'ia�•- ;-:e���:. .._ ._.. . .E;:. °::p.i.�..�:.rc.��.:,,. is ■ CD-ROM / DVD Emu. Amens: : j ■ 3 5' )sloppy Disk • DLT Tape • Doeaneatation • DAT Tape . ■Hard Drive / CPU ❑ Circuit Board 0 Internet File Transfer ❑ Other (please describe below): DEPOSITENCRYP77or (Please deck either " Yes" or "No" below and complete as appropriate) Is the media or are any of the files encrypted? LiYes or ❑ No Hyes, please include any passwords and decryption took description below_ Please also deposit all necessary encryption software with this deposit Encryption tool name Version Hardware nxluhed Software required Other required information DEPOSIT CE1TZFICAiioN (Please check the box below to Certify and Provide your Contact Information) ❑ I certify for Depositor that the above described Deposit Material has been transmitted electronically or sent via commercial cypress mall carrier to Iron Mountain at the address below. ❑ Iron Mountain has inspected and accepted the above descry 'bed Deposit Material either electronically or physically. Iron Mown will notify Depositor of any discrepancies. NAME: NAME: DATE: DATE: Emu. Amens: TELEPHONE NUMBER: FAX NUMBER: Note: If Depositor is physically sending Deposit Material to Iron Mooantau, please label all media and mafi all Deposit Matuigl with the appropriate Exhibit 8 via commercial express carrier to the Mowing address: Iron Mountain Intelkctuai Property Management, Inc. Attn: Vault Administration 2100 Norcross Parkway, Suite 150 Norcross, GA 30071 Telephone 800 -875 -5669 Facsimile: 770-239-9201 M3P D Rev. 06/01/08 02008 Iron Mountain Incorporated Page 9of13 ExmBrr C RELEASE OF DEPOSIT' MATERIAL Deposit Account Number: ... VOLS...? Iron Mountain will use the following procedures to process any Beneficiary Work Request to release Deposit Material. All notices under this Exhibit C shall be sent pursuant to the terms of Section 12(h) Notices. 1. Release Conditions. Depositor and Beneficiary agree that a Work Request for the release of the Deposit Material shall be based solely on one or more of the following conditions (defined as "Release Conditions"): (i) Depositor's failure to cure a material breach of the License Agreement or other agreement between the Depositor and Beneficiary regulating the use of the Deposit Material covered under this Agreement; or (ii) Joint written instructions from Depositor and Beneficiary; or (iii) Depositor is subject to voluntary or invohmtary bankruptcy. 2. Release Work Request A Beneficiary may submit a Work Request to Iron Mountain to release the Deposit Material covered tinder this Agreement. Iron Mountain will send a written notice of this Beneficiary Work Request within five (5) business days to the Depositor's Authorized Person. 3. Contrary Instructions. From the date Iron Mountain mails written notice of the Beneficiary Work Request to release Deposit Material covered under this Agreement, Depositor representative(s) shall have ten (10) business days to deliver to Iron Mountain contrary instructions. Contrary Instructions shall mesa the written representation by Depositor that a Release Condition bas not occurred or has been cured ("Contrary Instructions "). Contrary Instructions shall be on company letterhead and signed by an authorized Depositor representative. Upon receipt of Contrary Instructions, Iron Mountain shall promptly send a copy to Beneficiary's Authorized Person(s). Additionally, Iron Mountain shall notify both Depositor and Beneficiary Authorized person(s) that there is a dispute to be resolved pursuant to the disputes provisions of this Agreement. Iron Mountain will continue to store Deposit Material without release pending (Weird instructions from Depositor and Beneficiary with instructions to release the Deposit Material; or (11) dispute resolution pursuant to the disputes provisions of this Agreement; or (iii) receipt of an order from a court of competent jurisdiction. 4. Release of Deposit Material. If Iron Mountain does not receive Contrary Instructions from an authorized Depositor represeniaiive, Iron Mountain is authorized to release Deposit Material to the Beneficiary or, if more than one Beneficiary is registered to the deposit, to release a copy of Deposit Material to that particular Beneficiary only. iron Mountain is entitled to receive any undisputed, unpaid Service Fees due Iron Mountain from the Parties before fiilfdling the Work Request to release Deposit Material covered under this Agreement Any Party may cure a default of payment of Service Fees. 5. Termination of Agreement This Agreement will terminate upon the release of Deposit Material held by Iron Mountain with regards to that particular Beneficiary only. 6. Right to Use Following Release. Beneficiary has the right under this Agreement to use the Deposit Material for the sole purpose of continuing the benefits- afforded to Beneficiary by the License Agreement. Notwithstanding, the Beneficiary shall not have access to the Deposit Material unless there is a release of the Deposit Material in accordance with this Agreement Beneficiary shall be obligated to maintain the confidentiality of the released Deposit Material. M3P D Rev. 05/01/08 ©2008 Iron Mountain Incorporated. Page 10 of 13 EXHJBIT D AUXILIARY DEPOSIT ACCOUNT To ESCROW AGREEMENT Deposit Account Number: c y!r''r5'3 Auxiliary Account Number ( "Depositor"), and Iron Mountain Intellectual Property Management, Inc. ("Iron Mountain ") have entered into the above referenced Escrow Agreement ( "Agreement"). Pursuant to that Agreement Depositor may create additional deposit accounts ( "Auxiliary Deposit Account") for the purpose of holding additional Deposit Material in a separate account which Iron Mountain will maintain separately from other deposit accounts under this Agreement. The new account will be referenced by the following name: ("Deposit Account Name "). Pursuant to the Agreement, Depositor may submit material to be held in this Awdliary Deposit Account by submitting a properly filled out Exhibit B with the Deposit Material to Iron Mountain. For avoidance of doubt, Beneficiary's rights and obligations relative to the Deposit Material held in any deposit account under this Agreement are governed by the express terms ofthe Agreement; this form does not provide any additional rights in the Deposit Material. The undersigned hereby agrees that all terms and conditions of the above referenced Escrow Agreement will govern this Auxiliary Deposit Account. The termination or expiration of any other deposit accormt will not affect this account. DEPOSITOR SIGNATURE: PRINT NAME: T]fILE: DATE: EMAIL ADDRESS IRON MOUNTAIN INTELLEC UAL PROPERTY MANAGEMENT, INC. SIGNATURE: Pisan NAME: TITLE: DATE: EMAIL ADDRESS: ininelientservionigitkonmountain.orse IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. All notices should be sent to ivmclier tserviceagtironmountaiv.com OR Iron Mountain Intellectual Property Management, Inc,, Attn: Client Services, 2100 Norcross Parkway, Suite 150, Norcross, Georgia, 30071, USA. M3P D Rev. 06/01/08 02008 Iron Mountain Ineotparated. Page 11 of 13 PAYING PARTY COMPANY NAME: -. BILLING CONTACT INFORMATION TABLE Please provide the name and contact information of the Billing Contact under this Agreement. All Invoices will be sent to this individual at the address set forth below. PRiNT NAME: PRINT NAME: TITLE: TITLE: EMAIL ADDRESS DATE: STREET ADDRESS EMAIL ADDRESS: PROVINCE/CITY/STATE POSTAL/ZIP CODE PHONE NUMBER FAX NUMBER PURCHASE ORDER # DEPOSITOR SIQVATURE: PRINT NAME: TrrLE: DATE: EMAIL ADDRESS BENEFICIARY SIGNATURE: PRINT NAME: TITLE: DATE: EMAIL ADDRESS: IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. SIGNATCJRE: PRINT NAME: TITLE: DATE: EMAIL ADDRESS: iumclientservices eironmountain.com All notices to Iron Mountain Intellectual Property Management, Inc. should be sent to iumclientsnvices @ironmountain.com OR Iron Mountain Intellectual Property Management, Inc., Attn: Client Services, 2100 Norcross Parkway, Suite 150, Norcross, Georgia, 30071, USA. M3P_D Rev. 01/01/08 ©2008 iron Mountain Incorporated. This proposal is valid until September 1, 2009. E/0311 IT Q ESCROW DEPOsrr QUESIIONNAn2E Introduction From time to time, Beneficiaries may exercise their right to perform verification Services. This is a Service that Iron Mountain provides for the purpose of validating relevance, completeness, currency, accuracy and fimctionality of Deposit Materials. Purpose of Questions ire In order for Iron Mountain to determine the Deposit Material requirts and to quote Fees associated with verification Services, a completed deposit questionnaire is requested. It is the responsibility of the Depositor to complete the questionnaire. Instrualoas Please complete the questionnaire in its entirety by answering every question with aocinate data. Upon completion, please return the completed questionnaire to the Beneficiary asking for its completion, or e-mail it to Iron Mountain to the attention of verifrcaa6onttllironmountain.com Escrow Deposit Questionnaire General Description 1. What is the general function of the software to be placed into escrow? 2. On what media will the source code be delivered? 3. What is the size of the deposit in megabytes? Regairemeets for the Execution of the Software Protected by the Deposit 1. What are the system hardware requirements to successfully execute the software? (memory, disk space, etc.) 2. How many machines are required to completely set up the software? 3. What are the software and system software requirements, to execute the software and verify correct operation? Requiiremeats for the Assembly of the Deposit 1. Describe the nature of the source code in the deposit. (Does the deposit include interpreted code, compiled source, or a mixture? How do the different parts of the deposit relate to each other?) 2. How many build processes are there? 3. How many unique build environments are required to assemble the material in the escrow deposit into the deliverables? 4. What hardware is required for each build environment to compile the software? (including memory, disk space, etc.) S. What operating systems (including versions) are used during compilation? Is the software executed on any other operating systems/version? 6. How many separate deliverable components (executables, share fibra vies, etc.) are built? 7. What compilers/linkers/other tools (brand and version) are necessary to build the application? 8. What, if any, third-party libraries are used to build the software? 9. How long does a complete build of the software take? How much of that time requires some farm of human interaction and how much is automated? 10. Do you have a formal build document describing the necessary steps for system configuration and compilation? 11. Do you have an internal QA process? If so, please give a brief description of the testing process. 12. Please list the appropriate teelmical person(s) Iron Mountain may contact regarding this set of escrow deposit materials. Please provide your technical verification contact Information below: COMPANY: SIGNATURE: PRINT NAME: ADDRESS 1: ADDRESS 2: CITY, STATE, Z.IP TELEPHONE: EMAILADARES& For additional information about Iron Mountain Technical Verification Services. please ntact Manager of Verification Services at 978- 667 -3601 ext 100 or by a -nail at mailto: veriticatlonAlronmonntain.com M3P_D Rev. 06101/08 02008 Iron Mountain Incorporated. Page 13 of 13 • • ••:••tyler • • technologies Exhibit G Tyler Proposal Tyler Proposal dated April 28, 2016 ( "Proposal "), submitted in response to Client RFP, hereby incorporated by reference. •••'•• tyler • .., nioRie- 47 • •._.tyler . • technologies Exhibit H Client RFP Client Request for Proposal #16 -16 ( "RFP "), dated March 15, 2016, hereby incorporated by reference. • •'• tyler •• recnnniopies 48 • ••:'tyler • • technologies Exhibit I Agreement For Tyler Systems Management ( "TSM ") Invoice to: City of Clearwater ( "CUSTOMER ") Contact: Address: 112 S. Osceola Ave, Clearwater, FL 33756 Telephone: If CUSTOMER agrees to purchase, and Tyler Technologies, Inc. ( "TYLER ") agrees to provide, the services listed below, such services will be provided in accordance with the following terms and conditions. I. Term of Agreement: This Tyler Systems Management Agreement (herein "TSM Agreement") is effective and shall renew in accord with Exhibit B. The headings used in the TSM Agreement are for reference purposes only and shall not be deemed a part of this TSM Agreement. II. Scope of the Agreement: Both parties acknowledge that this TSM Agreement covers only the services described below, for the internal business operations of CUSTOMER. III. Payment: 1. Payment obligations are as set forth in the Invoicing and Payment Policy (Exhibit B to the Agreement). 2. Additional Charges. Any systems management services and /or related materials performed or supplied by TYLER for CUSTOMER that are not in- scope, as defined herein, will be invoiced to CUSTOMER on a time and materials basis at TYLER'S then - current rates IV. Covered System: Servers that are required to run the Tyler application. V. Scope of Services: TYLER will provide the following services for the benefit of CUSTOMER: a. TYLER SYSTEMS MANAGEMENT Service is available during TYLER's then - current business hours. TYLER'S current business hours are set forth at http: / /www.tylertech.com /client- support. CUSTOMER may contact a TSM technician using the contact information set forth at http: / /www.tylertech.com /client- support. .,... Vier 49 Calls will be recorded and answered on a first in first out basis, except on reports that declare CUSTOMER's system down, in which case CUSTOMER's call will be moved to the head of the queue b. TSM services are restricted to the primary production server(s) that the Tyler Software subject to this TSM Agreement is installed on. In cases where a stand -by server is employed, the stand -by server is included within the scope of this TSM Agreement, as long as the stand -by server is only used in the event of the primary production server failing. c. Database: Database administration services are restricted to three TYLER databases: one live database, one training database, and one test database. (1) In cases where additional databases exist, each additional database will be subject to additional fees, which TYLER will quote to CUSTOMER at TYLER's then - current rates. d. Application Software: In -scope TSM services include two complete sets of the Tyler Software subject to this TSM Agreement: one live set and one test /train set. e. Required Foundation Software: TSM services include the support and installation of all foundation software TYLER requires CUSTOMER to procure to utilize one live, one train and one test database. Required foundation software is set forth at https: / /check.tylertech.com /. TYLER does not support, and this TSM Agreement does not include support services for, any Microsoft product that is not required foundation software. TYLER will reasonably cooperate with CUSTOMER in investigating issues within the Tyler Software that may be created by a Microsoft product, but it is CUSTOMER's responsibility to pursue support on Microsoft products directly from Microsoft or its authorized partners. f. TYLER will also perform system administrative tasks on the installed operating system and database administrative tasks on the installed database engine software. g. TYLER will also provide a remote installation and configuration of a new or upgraded server, at CUSTOMER'S request, once every two (2) years. VI. CUSTOMER Responsibilities: a. CUSTOMER shall provide, at no charge to TYLER, full and free access to the programs covered hereunder, including working space; adequate facilities within a reasonable distance from the equipment; and use of machines, attachments, features, or other equipment necessary to provide the specified support and maintenance service. Tyler agrees that any access to the Tyler software used by Client or to any working space and facilities at Client site, will be solely for purposes of Tyler meeting its obligations pursuant to this Agreement, and that Tyler will notify Client in advance of any need to access the Software or Client facilities and will not do so until specifically approved by Client. Client acknowledges and agrees that Tyler's TSM obligations are contingent on being provided reasonable access to the Tyler Software and appropriate Client assets b. CUSTOMER shall install and maintain for the duration of this TSM Agreement a stable high speed network connection available for remote connections. CUSTOMER shall pay for installation, maintenance and use of such equipment and associated communication line use charges. TYLER, at its option, shall use this remote interface in connection with error correction. •••'•• tyler 50 VI. General a. Non - Assignability: CUSTOMER shall not have the right to assign or transfer its rights hereunder to any party. b. Excused Non - Performance: See Section 1(9) of the License and Service Agreement. c. Limitation of Liability: See Sections H(4 and H(5) of the License and Service Agreement. d. Governing Law: See Section 1(19) of the License and Service Agreement. e. Modification of this Contract: No modifications or amendment of this TSM Agreement shall be effective unless set forth in writing and signed by both CUSTOMER and TYLER. f. Suspension: Support and services will be suspended whenever CUSTOMER's account is thirty (30) days overdue unless such fees are withheld in accordance with the License and Services Agreement. Support and services will be reinstated when CUSTOMER's account is made current by paying all undisputed past due fees. g. Reservation of Rights: TYLER reserves all right, title and interest, including but not limited to intellectual property rights, in and to the Tyler Software, the TSM services, and any services or deliverables related thereto, except as expressly set forth in this TSM Agreement. Ne!'s tyler 51 technologies Exhibit J Disaster Recovery Terms WHEREAS, If Client desires to enroll in Tyler's Disaster Recovery Service for the Tyler Software licensed by Client from Tyler, such services will be subject to these Disaster Recovery terms; and, in that event Tyler and Client will agree as follows: 1. Definitions: Disaster. An unplanned event that is not within the reasonable control of the Client which results in the failure of the Tyler Software Products licensed by Client to perform Critical Processes. A Disaster is not a hardware or network failure that would have been avoided with reasonable diligence and maintenance in accord with the industry standard, a failure otherwise covered by an in -force Agreement Client has with Tyler (e.g., Tyler Annual Maintenance Agreement ( "Support Agreement "), Technical Services Agreement, or Tyler Systems Management Agreement, or a failure that can be remedied in less than sixteen (16) business hours. Disaster Recovery Plan. Defined at #2 of Exhibit 1 to this Disaster Recovery Agreement. Critical Processes. Mutually defined in the Disaster Recovery Plan. Critical Users. Mutually defined in the Disaster Recovery Plan. Recovery Point Objective ( "RPO "). Amount of time since last successful data transfer. With successful nightly transfer of data, RPO would be no more than twenty -four (24) hours. Recovery Time Objective ( "RTO "). Twenty -four (24) business hours after receipt Disaster declaration for Client data not exceeding one (1) terabyte in size, for Critical Users using Critical Processes. RTO for Client data one (1) terabyte in size or greater shall be mutually agreed, specified and incorporated into the Disaster Recovery Plan. Holiday. New Year's Day (January 1), Memorial Day (observed), Independence Day (July 4), Labor Day (observed), Thanksgiving Day, Day after Thanksgiving Day, Christmas Day (December 25). Business Days. Monday through Friday, excluding Holidays. Business Hours. 8 AM — 6 PM (EST) on Business Days. Force Majeure. An event beyond the reasonable control of a party, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, restraints affecting shipping or credit, delay of carriers, inadequate supply of suitable materials or any other cause which could not with reasonable diligence be foreseen, controlled or prevented by the party. 2. Term. If acquired by Client, the initial term shall commence on receipt by Tyler of Client's data and shall terminate one (1) year thereafter ( "Initial Term "). Disaster Recovery services shall in accord with Exhibit B. In the event the License and Services Agreement or the Support Agreement is terminated, Disaster Recovery services shall coetaneously terminate. In the event Client has prepaid fees for Disaster Recovery for the time period after any such termination, Tyler will issue to Client a refund of such Disaster Recovery fees. 3. Disaster Recovery Services. Tyler shall provide the Disaster Recovery services ( "DR Services ") as described herein, including any Exhibits and associated appendices. All DR Services shall be provided remotely. In the • •••••• tyler 52 event the Disaster results in damage to Client's server(s) and a re- installation of the Tyler Software Products licensed by Client is required as a result of such damage, Tyler shall re- install the Tyler Software Products free of charge if Client is enrolled in Tyler's OSDBA service (ERP, Munis, TCM) or Technical Services Support (Incode, Eden, TCM). Otherwise, such re- installation shall be obtained from Tyler at Tyler's then - current installation services rates. Tyler Disaster Recovery staff will contact Client within twelve (12) business hours of any such reinstallation for reinstallation of Disaster Recovery Software. 4. Client Requirements. In order for Tyler to provide DR Services, Client shall: a) Provide high speed internet access, including upload bandwidth sufficient for complete nightly data transfers to comply with applicable RPO b) Comply with then - current minimum hardware and network requirements as specified on Tyler's support website c) Maintain security and access privileges for Tyler to receive data transfer and reasonably perform activities reasonably necessary for Tyler to provide DR Services d) Permit installation of software required for provision of DR Services in accord with these terms as reasonably determined by Tyler e) Reasonably notify Tyler in advance of any changes in Client's network that impacts Tyler's ability to deliver DR Services 5. Clients declare a Disaster by calling Tyler at (207) 781 -2260 or (800) 772 -2260 and clearly stating that CLIENT 15 DECLARING A DISASTER. 6. Disaster Recovery. Client's Critical Processes will be accessible by Critical Users in accord with the applicable RTO. 7. Data. Data Transfer shall be handled in accord with Exhibit 1 hereto. 8. Release Life Cycle. Tyler shall support prior releases of the Tyler Software Products in accordance with Tyler's Release Life Cycle Policy. 9. Payment & Price In consideration of the Services provided by Tyler herein, Client shall pay Tyler as indicated in Exhibit B of the Agreement. Thereafter, the annual fee will be invoiced and paid prior to the commencement of the renewal term. 10. Exclusions. a) Tyler's Disaster Recovery Service shall not be used to replace required on -site backups of Client data for Tyler Software Products licensed by Client. b) The fee paid for Disaster Recovery service does not include, and Client is responsible for the costs associated with: i. Hardware and /or software necessary to remotely access Tyler's data center, and any and all on- site services. Client may request and purchase on -site services at Tyler's then - current rates. ii. In the event Client requests Tyler to hand - deliver or courier the critical processes output (such as payroll checks), the cost of such special delivery shall be borne by Client and payable thirty (30) days from receipt of invoice. •••••• tyler •• terrinolopes 53 11. License Terms. Client's use of the Tyler Software included in the Disaster Recovery Service remains subject to limitations on Client's use in the License and Services Agreement by which Client licenses such Tyler Software from Tyler, including disclaimer of implied warranties. •f;:�. tyler • hnoogies 54 Exhibit 1 In addition to those services described elsewhere in this exhibit, DR Services are described in the following sections. 1 Data Transfer The electronic transfer solution provides nightly (between the hours of 8 PM and 6 AM) transfer and archiving of Client's Tyler data and is subject to the following conditions: • Initial data transfer may require portable disk. • Data transferred shall include only items essential to provision of service. • Applications included in the Disaster Recovery service are listed in Appendix A to this Exhibit 1. Such description shall also indicate database and file detail required for provision of DR Services. Tyler Software Products not listed in Appendix A and any non -Tyler Software Product shall not be included in data transfer or the Disaster Recovery Service. • Only production databases are backed up. • Data from the last seven (7) successful data transfers are retained by Tyler. • Total data storage is limited to 200 gigabytes ( "GB "). Storage limit may be increased in 200 GB increments by mutual agreement and at additional cost. • Data transferred to Tyler as part of Disaster Recovery Service is not available for Client's data retrieval or restoration not associated with the Disaster Recovery Service provided by Tyler. Tyler may provide data transferred by Client on an exception basis, upon request. • Tyler is not responsible for the integrity of the data provided by Client to Tyler. Tyler will use the most current viable data to restore Client's critical processes. • Tyler may use select information from the Client database for research and analysis purposes. • To the extent the database contains confidential information, Tyler shall keep confidential such information in accordance with the confidentiality provisions of the Agreement(s) by which Client licenses the Tyler Software Products from Tyler. • Tyler Disaster Recovery staff will monitor status of data transfers on Business Days. • In the event of two (2) consecutive data transfer failures, Tyler will timely provide notice to Client in order to commence troubleshooting. • Tyler shall have no liability for failure of data transfers not solely caused by Tyler. • Tyler will provide transfer report related to Client data transfer upon request. • Client shall provide to Tyler any required encryption key (or other comparable device), including the right to back -up such key (or device), required to access the transferred data. 2 Disaster Recovery Plan The Disaster Recovery Plan is a mutually drafted document which details, in addition to the services described above in this exhibit, the DR Services Tyler shall provide to Client. The parties' responsibilities with respect to the Disaster Recovery Plan are further defined below. Tyler's Responsibilities: • Coordinate activities associated with transfer of data to Tyler's data center. • Document Disaster Recovery strategy for critical processes. •••'•• tyler .• cnnnioµie. 55 • Review the Disaster Recovery Plan with Client. • Provide reasonable guidance for Disaster Recovery policies and procedures. • Identify modules, databases, applications, and files required for Disaster Recovery service. Client's Responsibilities: • Provide remote access to Client's Tyler database server for analysis and configuration of data transfer. • Provide network support if required to enable transfer of data from Client's server to the Tyler data center. • Provide PCs and high -speed modems for access from Client's alternate processing location, if required. • Provide technical resources to configure remote access PCs, including Tyler supplied application software, if reasonably required to receive Disaster Recovery services pursuant to this exhibit. • Provide a chain of command document for communication during a disaster. • Maintain the Disaster Recovery Plan and integrate the Disaster Recovery Plan made with Tyler with Client's comprehensive disaster recovery plan. Shared Responsibilities: • Identify critical users for DR Services. • Identify critical processes for DR services. • Identify RTO. • Draft initial Disaster Recovery Plan within ninety (90) days of commencement of Initial Term. • Define recovery processes for post Disaster operations (mandatory for Odyssey CM clients, optional for all others). 3 DR Services during Disaster A. Upon declaration of a Disaster, Tyler shall provide DR Services from one of its hosting facilities for the duration of the Disaster, not to exceed thirty (30) consecutive Business Days. Use of Tyler's data center in excess of such period shall require the parties to execute a change order detailing the duration of the extension and the additional cost associated therewith. B. Hosting Services During a Disaster. i. Hosting Services during a Disaster will be provided in accord with Tyler's then - current standard availability guarantees from its Service Level Agreement for SaaS clients. Any credits issued to Client will be based on the total Disaster Recover fee paid for the then - current term. ii. Tyler will use best efforts to include interfaces for Tyler Software Products covered as part of these DR services. iii. Hosting Services shall not include interfaces or interconnects with 3`d Party Products unless specifically agreed in the Disaster Recovery Plan. C. Processing Assistance During a Disaster includes, as necessary: i. Print Output: a. Payroll Checks b.Retirement Checks c. Accounts Payable Checks. •f :!. ty.nonlowec ler • . 56 ii. In the event print output is required to be sent non - electronically, Client shall bear the cost of shipment. iii. Transfer of Automated Clearing House ( "ACH ") Files to bank on Client's behalf. Transfer may require pre - notification by Client to bank. D. Clients receiving DR Services during a Disaster receive priority access to Tyler application support. 4 Annual Disaster Recovery Test The parties may review and test the Disaster Recovery service. • Scheduled by parties at least thirty (30) days in advance • Client must provide a list of users who will partake in the test, • Test shall not exceed 2 weeks, • Retest within same year available if initial test not agreed by both parties to be successful 5 Estimated Schedule The services provided pursuant to this exhibit will be performed consistent with the estimated schedule mutually agreed to by Tyler and Client. Tyler and Client agree to promptly perform their respective responsibilities according to such schedule. 6 Tyler's Other Responsibilities Project management services are provided as part of the Disaster Recovery service. Tyler will designate a Project Manager who will be Tyler's contact for all communications with Client and will have the authority to act on Tyler's behalf in matters regarding this Statement of Work. Tyler's project manager will perform the following tasks: • Review Statement of Work with Client's project manager. • Review current project status. • Recommend changes or additions to the project as appropriate. • Administer the change control procedure. • Review and evaluate the progress of the project with Client's project manager to resolve any necessary changes. 7 Client's Other Responsibilities Tyler's performance is predicated upon the following responsibilities being fulfilled by Client: Prior to the start of the Statement of Work, Client will designate, in writing, a person who will be Client's Project Manager who will be Client's contact for all communications with Tyler and who has the authority to act on behalf of Client in all aspects of the Statement of Work. The Project Manager will perform the following activities: • Interface between Tyler's Project Manager and Client's organization. • Administer project change control with Tyler's project manager. • Arrange reasonable access to Client's data for project personnel, as reasonably required. ••:':�. tyler �� tp�hnnlaR�es 57 • Conduct any communication through Tyler's Project Manager. • Help resolve and escalate project issues within Client's organization as required. • Obtain and provide project requirements, data, decisions and approvals within five (5) business days of request. If such requirements, data, decisions or approvals are delayed beyond the time specified, Client agrees to relieve Tyler of its responsibility for the affected Service until Client performs that obligation. • Accept responsibility for the data files, selection and implementation of controls for Client's location, and security of the stored data. Client acknowledge that it is Client's responsibility to identify and make the interpretation of any applicable federal, state and local laws, regulations and statutes. 8 Project Change Control Procedure When Tyler and Client agree to a change in the Disaster Recovery Plan, Tyler will prepare a written description of the agreed change which both Tyler and Client must sign. The Change Order will describe the change, the rationale for the change, and specify any change in the charges, estimated schedule, or other terms. When charges are necessary in order for Tyler to analyze a change, Tyler will give Client a written estimate and begin the analysis only after Client's written authorization. •••'•• tyler .� rnnmagies, 58