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HomeMy Public PortalAbout22-014 - Piggybacking the Sourcewell Service Agreement with Tyler TechnologiesSponsored by: City Manager RESOLUTION NO. 22-014 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE INTERIM CITY MANAGER TO PIGGYBACK THE SOURCEWELL SERVICE AGREEMENT WITH TYLER TECHNOLOGIES, INC. FOR PUBLIC SECTOR AND EDUCATION ADMINISTRATION SOFTWARE SOLUTIONS WITH RELATED SERVICES AND ENTER INTO AN AGREEMENT WITH TYLER TECHNOLOGIES, INC. FOR THE INSTALLATION AND SUPPORT OF THE FIRM'S ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM, IN AN AMOUNT NOT TO EXCEED ONE MILLION, FOUR HUNDRED THIRTY THOUSAND, TWO HUNDRED DOLLARS ($1,430,200.00); PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of the Opa-Locka's central financial and ancillary functions Information Technology ("IT") system is more than twenty years old and is severely limited in its capability to ensure smooth operations for a Twenty -First Century organization. Modern organizations utilize Enterprise Resource Planning (ERP) Systems that integrate nearly all of an organization's operations into a single seamless IT environment which ensures that any transaction initiated by any department is transmitted throughout the ERP to be available to any other department that has need to make use of the information; and WHEREAS, the City desires to upgrade its ERP Systems; and WHEREAS, The Interim City Manager has considered various ERP software developer products and has determined that the Tyler Technologies, Inc. ERP, which has a very significant presence in this technology space, is the system that best meets the City's requirements; and WHEREAS, on July 16, 2020, Sourcewell issued Request for Proposals 090320 for Public Sector and Education Administration Software Solutions with Related Services to result in a contracting solution for use by its Participating Entities, and subsequently entered into a service agreement with Tyler Technologies, Inc. The contract expires on November 2, 2024; and Resolution No. 22-014 WHEREAS, the Interim City Manager recommends the City Commission authorize entering into a five-year contract with Tyler Technologies, Inc. for One Million, Four Hundred Thirty Thousand, Two Hundred Dollars ($1,430,200.00) for the installation and support of Enterprise Resource Planning (ERP) System; and WHEREAS, the first year will cost $706,200.00, of which $181,000.00 is the annual license and the remainder, $525,200.00, is a one-time installation expense. This latter amount could be reduced somewhat if not all of the support hours included in the contract are required; and WHEREAS, the City Commission finds that it is in the best interest of the City to piggyback the Sourcewell Agreement with Tyler Technologies, Inc. so the City can benefit from already negotiated rates and enter into the Agreement for the installation and support of Tyler Technologies, Inc.'s Enterprise Resource Planning (ERP) System in an amount of One Million, Four Hundred Thirty Thousand, Two Hundred Dollars ($1,430,200.00) and consistent with Exhibit "A" hereto. NOW THEREFORE BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission of the City of Opa-Locka hereby authorizes the City Manager to piggyback the Sourcewell Service Agreement with Tyler Technologies, Inc. for Public Sector and Education Administration Software Solutions with Related Services and enter into an agreement with Tyler Technologies, Inc. for the installation and support of the Enterprise Resource Planning (ERP) System, in an amount not to exceed One Million, Four Hundred Thirty Thousand, Two Hundred Dollars ($1,430,200.00) and consistent with the scope of services to be provided as attached Composite Exhibit "A" hereto. Section 3. This Resolution shall take effect immediately upon adoption, and is subject to the review of the State of Florida Financial Emergency Oversight Board. PASSED and ADOPTED this 27th day of July, 2022. 2 Resolution No. 22-014 Veronica Williams, Mayor ATTEST: Jo.nna Flores, City Clerk APPROVED AS TO FORM AND LEGAL SJJ FICIENCY: Bernadette Norris -.Weeks, P.A. City Attorney Moved by: Vice Mayor Taylor Seconded by: Commissioner Bass VOTE: 5-0 Commissioner Dominguez YES Commissioner Bass YES Commissioner Davis YES Vice Mayor Taylor YES Mayor Williams YES 3 City of Opa-locka Agenda Cover Memo Department Director: Lubotes Dauphin Department Director Signature: n trefeitilt42.,_Commission Ordinance ---____. Other City Manager: Darvin Williams CM Signature: Meeting Date: 07/27/2022 Item Type: (EnterX in box) Resolution R Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (EnterXin box) 1st Reading 2nd Reading X Public Hearing: (Enter X in box) Yes No Yes No X X Funding Source: Account# : (Enter Fund & Dept.) Ex: See Financial Impact Section Advertising Requirement: (EnterXin box) Yes No X Contract/P.O. Required: (EnterXin box) Yes No RFP/RFQ/Bid#: X Strategic Plan Related (EnterXin box) Yes No Strategic Plan Priority Enhance Organizational Bus. & Economic Dev Public Safety Quality of Education Qual. of Life & City Image Communication Area: � i] Strategic Plan Obj./Strategy: (list the specific objective/strategy this item will address) X MI • • • Sponsor Name City Manager Department: Information Technology City Manager Short Title: ACQUISITION OF AN ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM FROM TYLER TECHNOLOGIES, Inc. Staff Summary: The City's central financial and ancillary functions IT system is more than twenty years old and is severely limited in many capabilities a twenty-first century organization utilizes to ensure smooth operations. These organizations utilize Enterprise Resource Planning (ERP) Systems that integrate nearly all of an organization's operations into a single seamless IT environment which ensures that any transaction initiated by any department is transmitted throughout the ERP to be available to any other department that has need to make use of the information. Staff has considered various ERP software developer products and has determined that the Tyler Technologies, Inc. ERP, which has a very significant presence in this technology space, is the system that best meets the City's requirements. This contract is based on piggybacking a competitively bid contract awarded by Sourcewell, a governmental national purchasing cooperative. Financial Impact This is a five-year contract. The first year will cost $706,200 of which $181,000 is the annual license and the remainder, $525,200, is one-time installation expense. This latter amount could be reduced somewhat if not all of the support hours included in the contract are required. The City will initially receive an invoice for the annual license fee ($181,000) which will either be a FY 22 or FY 23 expense depending on how quickly the project gets underway. The FY 22 IT software budget has $444,250 available if this initial invoice is a FY 22 expense. The installation expense will be billed as incurred and little, if any, of this expense is anticipated to be FY 22 expense. The FY 23 budget will reflect the installation expense and the FY 23 annual license. The contract will cost $1,430,200 over the five-year life of the contract, excluding any minor reductions which might occur from requiring fewer installation support hours. Proposed Action: Staff recommends the City Commission authorize the City Manager to enter into a five-year contract with Tyler Technologies, Inc. for $1,430,200 for the installation and support of that firm's Enterprise Resource Planning (ERP) System. Attachment: 1. Agenda 2. Scope of Work (SOW) from Tyler Technologies, Inc. 3. Tyler Technologies, Inc.- Software as a Service Agreement 4. Awarded Contract #090320-TTI with Sourcewell Cover Page. 5. Tyler Technologies, Inc. Quote for Opa-locka DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 090320-TTI Sourcewell Solicitation Number: RFP #090320 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Tyler Technologies, 5101 Tennyson Pkwy., Plano, TX 75024 (Vendor). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires November 2, 2024, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Rev. 2/2020 1 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 090320-TTI Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTIES. During the term of a current Maintenance or SaaS Agreement, Vendor makes the following warranties: 1. Tyler Software Warranty - Vendor's software will substantially conform to the functional descriptions of the Vendor software contained in Vendor's Proposal or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through Vendor's maintenance and support services and the governing functional descriptions for such future functionality will be set forth in Vendor's then -current documentation. 2. Tyler Services Warranty - Vendor warrants that it will perform services in a professional, workmanlike manner, consistent with industry standards. In the event Vendor provides services that do not conform to this warranty, Vendor will re -perform the services at no additional cost. 3. Third Party Warranties — Unless otherwise indicated, Vendor does not warrant the condition of any third party products or services resold through Vendor's reseller agreement. Vendor will pass through any 3rd party warranties it receives for such items and will reasonably cooperate and coordinate for access to warranty service for 3rd party items Vendor resells. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time -to -time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location. Rev. 2/2020 2 DocuSign Envelope ID: 53616E1A-E395-497E-80EE-1B2CAC17DCOE 090320-TTI Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax - exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: Rev. 2/2020 3 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 090320-TTI • Identify the applicable Sourcewell contract number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Vendor's employees may be required to perform work at government - owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Rev. 2/2020 4 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1 B2CAC17DCOE 090320-TTI Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract. Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order may be negotiated between a Participating Entity and Vendor, such as job or industry -specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. The foreging notwithstanding Vendor may require (i) execution of a software and services agreement in a form substantially similar to the one included with Vendor's proposal and/or (ii) require agreement to terms required by 3rd party product providers. C. PERFORMANCE BOND. If requested by a Participating Entity, Vendor will provide a performance bond that meets the requirements set forth in the Participating Entity's order subject to Vendor's approval, not to be unreasonably withheld and payment by Participating Entity of the fee for the performance bond. D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e -commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements; or Rev. 2/2020 5 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 090320-TTI 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity, subject to the terms of an executed software and services agreement between the Vendor and the Participating Entity. F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). The Report must contain the following fields: • Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address; • Customer City; • Customer State/Province; • Customer Zip Code; • Customer Contact Name; • Customer Contact Email Address; • Customer Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; Rev. 2/2020 6 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 090320-TTI • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above "Attn: Accounts Receivable." Payments must be received no later than 45 calendar days after the end of each calendar quarter. Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing. 10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld. B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. Rev. 2/2020 7 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 090320-TTI C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it. D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master -servant, or principal -agent. 11. LIABILITY Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. 12. AUDITS Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. 13. GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract. Sourcewell and Vendor acknowledge that compliance with the Minnesota Government Data Practices Act extends only to that data to which the Act applies. If the Vendor receives a request to release the data referred to in this article, the Vendor must comply with the Minnesota Government Data Practices Act, including any appropriate notice to Sourcewell. In such event, Sourcewell will assist with how the Vendor should respond to the request. Rev. 2/2020 8 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 090320-TTI 14. INDEMNIFICATION Vendor will defend, indemnify, and hold harmless Sourcewell and/or a Participating Entity from third -party claims that the Vendor's software and/or documentation infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets and will pay the amount of any resulting adverse final judgment (or settlement to which Vendor consents). Sourcewell or a Participating Entity must notify Vendor promptly in writing of the claim and give Vendor sole control over its defense or settlement. Sourcewell or a Participating Entity agree to provide reasonable assistance, cooperation, and information in defending the claim at Vendor's expense. If an infringement or misappropriation claim is fully litigated and Sourcewell or a Participating Entity's use of Vendor's Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which Vendor consents) Vendor will, at Vendor's option either: (a) procure the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent. 15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Vendor a royalty -free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Vendor. b. Vendor grants to Sourcewell a royalty -free, worldwide, non-exclusive right and license to use Vendor's Trademarks in advertising and promotional materials for the purpose of marketing Vendor's relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Sourcewell must not alter Vendor's Trademarks from the form provided by Vendor and must comply with Vendor's removal requests as to specific uses of its trademarks or logos. b. Vendor must not alter Sourcewell's Trademarks from the form provided by Sourcewell and must comply with Sourcewell's removal requests as to specific uses of its trademarks or logos. c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's Trademarks only in good faith and in a dignified manner consistent with such party's use of the Trademarks. Upon written notice to the breaching party, Rev. 2/2020 9 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 090320-TTI the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 16. GOVERNING LAW, JURISDICTION, AND VENUE Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota. 17. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 18. SEVERABILITY If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed. Rev. 2/2020 10 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 090320-TTI 19. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non -defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 20. INSURANCE A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident Rev. 2/2020 11 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 090320-TTI $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products -Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor's professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event $2,000,000 — annual aggregate 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The Rev. 2/2020 12 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1 B2CAC17DCOE 090320-TTI coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Vendor must provide 30 days notice of any change in insurance coverage at variance with the contract requirements and promptly remedy any such variance. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self -insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. Rev. 2/2020 13 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1 B2CAC17DCOE 090320-TTI E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self - insured retention. 21. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities. 22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 23. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Vendor's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60 - Rev. 2/2020 14 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 090320-TTI 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis -Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is Rev. 2/2020 15 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 090320-TTI hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-76710.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures Rev. 2/2020 16 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1 B2CAC17DCOE 090320-TTI required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 24. CANCELLATION Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal. Rev. 2/2020 17 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 090320-TTI Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell Tyler Technologies DocuSigned by: 3VGIVO1sd 7, '— COFD2A139D06489... ,—DocuSigned by: Qt/1. ir F9BA6001D8B34DA... By: By: Jeremy Schwartz Andrea Fravert Title: Director of Operations & Title: Director of Legal Affairs Procurement/CPO 12/15/2020 I 8:49 AM PST 12/10/2020 1 9:55 AM CST Date: Date: Approved: ,—DocuSigned by: 04 IN \-- 7E42 B8F817A64 CC... By: Chad Coauette Title: Executive Director/CEO 12/15/2020 1 11:07 AM CST Date: Rev. 2/2020 18 DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE RFP 090320 - Public Sector and Education Administration Software Solutions with Related Services Vendor Details Company Name: Tyler Technologies Does your company conduct business under any other name? If Maine yes, please state: 1 Tyler Drive Address: Yarmouth, Maine 04096 Contact: Ehren Morse Email: ehren.morse@tylertech.com Phone: 800-772-2260 4662 Fax: 207-712-6025 HST#: 75-2303920 Submission Details Created On: Thursday July 16, 2020 08:36:29 Submitted On: Thursday September 03, 2020 16:18:31 Submitted By: Ehren Morse Email: ehren.morse@tylertech.com Transaction #: 2a2dd418-38ed-4881-94f8-bc0bd29d824c Submitter's IP Address: 207.182.208.2 Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark "NA" if the question does not apply to you (preferably with an explanation). Item Question Response* 1 Proposer Legal Name (and applicable d/b/a, if any): Tyler Technologies * 2 Proposer Address: 5101 Tennyson Pkwy, Plano, TX 75024 * 3 Proposer website address: www.tylertech.com * 4 Proposer's Authorized Representative (name, title, address, email address & phone) (The representative must have authority to sign the "Proposer's Assurance of Compliance" on behalf of the Proposer and, in the event of award, will be expected to execute the resulting contract): Andrea Fravert Director of Legal Affairs 1 Tyler Drive Yarmouth, Maine 04096 1-800-772-2260 Andrea.Fravert@tylertech.com 5 Proposer's primary contact for this proposal (name, title, address, email address & phone): Ehren Morse Sales Operations Manager 1 Tyler Drive Yarmouth, Maine 04096 Ehren.Morse@tylertech.com 1-800-772-2260 ext. 4662 6 Proposer's other contacts for this proposal, if any (name, title, address, email address & phone): Peter Rickett VP Sales Enablement 1 Tyler Drive Yarmouth, Maine 04096 PeterRickett@tylertech.com 1-800-772-2260 Table 2: Company Information and Financial Strength Line Item 7 Question Provide a brief history of your company, including your company's core values, business philosophy, and industry longevity related to the requested equipment, products or services. Response* Partnering with government and schools to deliver the best technology solutions is our passion at Tyler. We have decades of experience providing software and services — beginning our exclusive focus on the public sector in 1997 — no one in the market has the breadth or the experience we have. Public sector software is not just what we do, it's all we do. At Tyler, we imagine a world where all city, county, and regional government services are connected within a healthy digital infrastructure. Connecting data, processes, and people makes communities safer, smarter, and more responsive to the needs of residents. When technology works seamlessly, citizens connect to their communities and are more engaged, and government and schools can efficiently serve their constituents. What are our values? Purpose — we are purpose driven. Tyler has built its brand by delivering value for clients, creating a strong workplace culture, ensuring transparency in our operations, and empowering strong, vibrant communities. We take great pride in the Tyler brand and what it stands for. Respect — we respect our resources Respect for the environment is more than a mindset; it requires real investment and focus. In 2019, we continued to make meaningful changes to our operations, Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE infrastructure, and product offerings to better conserve natural resources and address environmental concerns at global and local levels. Community — we are committed to building community. A spirit of community is a common thread that runs through every interaction, inside and outside our organization.For our communities, this means generous giving through the Tyler Foundation, our endowment for charitable giving. It also means continuing our unique relationship with Both Ends Believing, Tyler's nonprofit partner benefiting children in institutional care around the world. For our company, this means support for the wellness and fulfilment of our employees, as well as for a wide range of causes they care about. In 2019, our commitment to employee engagement earned us inclusion in Forbes' America's Best Midsize Employers for the second straight year. For our clients and shareholders, this means providing peace of mind by investing in security, compliance, and privacy initiatives that meet or exceed software industry standards. We publish specific guidance on these programs on the Compliance page of our website. Integrity — we refuse to compromise on integrity. Every aspect of our business begins and ends with integrity. In adhering to corporate governance standards, integrity is our guiding principle and our number one requirement for success — with our team members, our clients, our shareholders, and even with our competitors. We consider integrity to be at the heart of our success and uphold it on a daily basis through careful listening, thoughtful analysis, and responsible decision making. Company Background Tyler Technologies is the largest and most established provider of integrated software and technology services focused on the public sector. Tyler's end -to -end solutions empower local, state, and federal government entities to operate more efficiently and connect more transparently with their constituents and with each other. By connecting data and processes across disparate systems, Tyler's solutions are transforming how clients gain actionable insights that solve problems in their communities. Tyler empowers government and schools to create safer, smarter, and more vibrant communities through integrated solutions ranging from Appraisal & Tax, Civic Services, Courts & Justice, Data & Insights, ERP, Land & Official Records to Public Safety and K-12 Education, and has been exclusively focused on the public sector since 1997. Tyler was founded in 1966, incorporated in Delaware in November 1989 and is a publicly traded corporation on the NYSE (TYL) and is headquartered in Plano, TX, with 28 office locations across the U.S. and Canada. With a client retention rate of 98%, Tyler has more than 21,000 successful installations across 10,000 sites, with clients in all 50 states, Canada, the Caribbean, Australia, and other intemational locations. Tyler offers scalable products with the smallest jurisdiction (Loving County, TX with a Population of 82) to the largest (Los Angeles County, CA with a population of 10.1M), and reinvests annually into research and development ($64M in 2019). Our Products With decades of exclusive public sector experience, Tyler is the market leader providing integrated software and services. Subject matter experts and in-depth products result in a sustainable client partnership that delivers the industry's most comprehensive solution. We provide the industry's broadest line of software products and offer clients a single source for all their information technology needs in several major areas: Appraisal & Tax, ERP, Civic Services, Land & Official Records, Courts & Justice, Public Safety, Data & Insights, and K-12 Education. We are known for long-standing client relationships, functional and feature -rich products, and the latest technology. In addition to software products, Tyler provides related professional services including installation, data conversion, consulting, training, customization, support, disaster recovery, and application and data hosting. Public Sector Focus Tyler's business units have provided software and services to customers for more than fifty years and have long-standing reputations in the local govemment market for quality products and customer service. Tyler is the largest company in the United States focused solely on providing software solutions to the public sector. While many of our competitors compete in multiple vertical markets, Tyler is singularly focused on Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE the public sector. It's 100 percent of our business. Tyler recognizes that the public sector is generally stable, risk averse, and craves community accessibility, security, and transparency. That is why local government and school entities seek reliable and efficient software and services from Tyler —a vendor who is professional, reputable, dedicated, and achieves results. Tyler has the experience to understand the unique requirements of the public sector, the necessary resources to invest in its products, and the ability to deliver quality services. Our Experience Tyler Technologies' solutions offer the widest breadth of products in the industry, the latest technology available, and an integrated system that can operate in diverse offices throughout a jurisdiction. More importantly, Tyler's vision and skill in executing that vision is what ultimately leads to a successful implementation and long-term solution for our customers. Our experienced team consists of industry leaders that keep our team moving and making sure we can give you the tools to succeed. 8 What are your company's expectations in the event of an award? Tyler is invested in continuing to promote and foster usage of the contract. Tyler has been able to market the benefits of our existing contract intemally and externally so sales staff are empowered with knowledge to promote its use and prospective clients are aware of its availability and benefit to their agency. 9 Demonstrate your financial strength and stability with meaningful data. This could include such items as financial statements, SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. Upload supporting documents (as applicable) in the document upload section of your response. Tyler consistently maintains a solid balance sheet and strong cash flow and low debt, experiencing consistent revenue growth with 29 consecutive quarters of profitability, and a total revenue for 2019 of $1.08 billion. While experiencing significant growth opportunities from an increase in staff and expanding territories, we anticipate additional product offerings and new technology will accelerate this growth substantially in the future. We believe a debt -free balance sheet, substantial cash reserves, and a committed customer base put Tyler in a great position in our industry to weather any unexpected turbulence in the economy. For additional revenue information please visit www.tylertech.com. Tyler's continued success validates our strategy of a singular focus of serving mission - critical needs of the public sector, backed by a strong balance sheet and strategic investments that bolster our market leadership. This singular focus is executed though multiple dimensions of products and services. In June of this year, Tyler was named to the S&P 500® index. This is a major achievement and milestone for Tyler reflecting Tyler's consistent growth and expanding market capitalization over the last two decades. Tyler's commitment to providing essential software and services to support the public sector remains stronger than ever. Please visit tylertech.irpass.com/Annual_Report_Financials to view our current annual report. 10 What is your US market share for the solutions that you are proposing? Gartner estimates the total market for state/local government and education (excluding higher education) to be approximately $21 B. Tyler currently estimates our addressable market in the US to be $9 billion, of which our current market share is around 13%. 11 What is your Canadian market share for the solutions that you are proposing? Tyler has an established presence in Canada with an increasing footprint and pipeline for new business. More than a third of our business units have existing clients in Canada and a strategic focus on increasing market share. 12 Has your business ever petitioned for bankruptcy protection? If so, explain in detail. Tyler has never petitioned for bankruptcy protection and as described above is very proud of it's financial strength with consistent long term revenue growth, a strong cash position and no current debt. 13 How is your organization best described: is it a manufacturer, a distributor/dealer/reseller, or a service provider? Answer whichever question (either a) or b) just below) best applies to your organization. a) If your company is best described as a distributor/dealer/reseller (or similar entity), provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? Tyler is best described as a manufacturer and service provider. A great benefit to Sourcewell members as Tyler not only develops and supports our software in house, we also have an impressive implementation team that works directly with our clients to ensure a smooth implementation. These internal teams work together seamlessly to ensure that all our products and services offered provide the best solutions to the public sector's evolving needs. Tyler offers a variety of solutions designed specifically for the public sector. From ERP and community development to public safety and school transportation, we provide solutions for all the public sector's needs. For Sourcewell members, that means one partner — one company to work with and solutions that were designed to work together. Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 14 If applicable, provide a detailed explanation The scope of services provided by Tyler do not include required licenses or outlining the licenses and certifications that certifications. Our proposal otherwise includes information related to certifications held are both required to be held, and actually held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this by some of our personnel. RFP. 15 Provide all "Suspension or Debarment" Tyler is not, and has not been over the last ten years, suspended or debarred from information that has applied to your organization during the past ten years. procurements in its various markets. Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE Table 3: Industry Recognition & Marketplace Success Line Item Question Response * * * * * 16 Describe any relevant industry awards or recognition that your company has received in the past five years Tyler strives to provide the best client services in the industry. Our products undergo testing by trained quality assurance and certified usability analysts; therefore our clients benefit from products that work logically based upon user experience and input. We also focus our implementation and support professionals on specific groups of applications so they can offer more specialized services. Our commitment at Tyler is to ensure the highest level of client satisfaction through the efforts of Tyler's most valued resource: its people. We challenge our employees to pursue new initiatives aggressively and become industry leaders in their respective fields. Tyler employs over 5,500+ individuals, many of whom are seasoned professionals with unique and proprietary skills and years of industry experience. In fact, our employee turnover rate is very low —in recent years, about half of the industry average. Company Recognition Tyler Technologies has earned the reputation as an industry leader based on our products and commitment to our clients. These factors, along with our financial strength and industry partnerships, have resulted in numerous accolades. Tyler has been named to the following prestigious lists alongside some of the most innovative and influential companies in the United States. Innovative and Strong: - Included in the S&P 500 (2020) - Government Technology Magazine's "GovTech Top 100 List" (2020) - ORBIE's "CIO of the Year" award (2020) - D Magazine's "CEO Financial Executives" award (2020) - Dallas Business Journal ranked Tyler's Plano office #8 in its "North Texas Fastest -Growing Public Companies" list (2017) - Forbes' "Most Innovative Growth Companies" list (2016, 2017) - Forbes' "America's Best Small Companies" list (nine times) - Barron's 400 Index ranking, a measure of the most promising companies in America (six times) - Software Magazine's "Software 500" ranking of the world's largest software and service suppliers (seven times) - Audit Integrity's "America's Most Trustworthy Companies" list (2007) Employer of Choice: - Forbes' "Best Employers for Diversity" (2019, 2020) - Forbes' "Best Employers for Women" list (2018) - Forbes' "Best Midsize Employers" list (2018) - Tyler's three Maine offices recognized as "Best Places to Work in Maine" (nine times since 2007) - The Atlanta Joumal Constitution's "Top Workplaces" list (2020) - The Washington Post's "Top Workplaces" List (2020) - Dallas Morning News' "Best in DFW: Top Workplaces" recognized Tyler's Plano, Texas, office (five times) - Dayton Daily News' 'Top Workplaces in the Dayton Metro Area" recognized Tyler's Moraine, Ohio, office - Tyler's Lubbock, Texas, office named to the "Best of Lubbock" list by the Lubbock Avalanche -Journal (2016 and 2017) - Detroit Free Press named Tyler's Troy, Michigan, office a top workplace (2017) - Phoenix Business Journal named Tyler's Tempe, AZ, office on Best Places to Work list (2017) 17 What percentage of your sales are to the governmental sector in the past three years 87% or Tyler's sales have been focused on the governmental sector in the past three years. 18 What percentage of your sales are to the education sector in the past three years 11+% of Tyler sales focused on the education sector in the past three years. More than 37% of all of Tyler's clients are education sector related organizations. 19 List any state, provincial, or cooperative purchasing contracts that you hold. What is the annual sales volume for each of these contracts over the past three years? Tyler is associated with CES, TIPS, TX DIR, MESC. OECM, TX Buyboard, NASPO (via Carahsoft). Additional state contracts include: Massachusetts ITS42, Missouri, New Jersey, Rhode Island, Virginia. 20 List any GSA contracts or Standing Offers and Supply Arrangements (SOSA) that you hold. What is the annual sales volume for each of these contracts over the past three years? Our federal division leverages GSA IT -70 which markets Tyler's Micropact solutions and our Data & Insights division has GSA Schedule 70 GS -35F -0119Y which markets Tyler's Socrata solutions. Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1 B2CAC17DCOE Table 4: References/Testimonials Line Item 21. Supply reference information from three customers who are eligible to be Sourcewell participating entities. Entity Name * Contact Name * Phone Number * * * * Brevard County Sheriffs Ofice, FL Bob Urie - Information Technology Manager 321.607.2697 North Carolina Judicial Branch Bob Fowler -Chief Business Officer 919-890-1223 City of Hartford, CT Mary Pippin - ERP Manager 860-757-9430 Table 5: Top Five Government or Education Customers Line Item 22. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type * State / * Province Scope of Work * Size of Transactions * Dollar Volume Past Three Years State of North Carolina Government North Carolina - NC eCitations, eWarrants, Online Court Management System, eFiling 26 line items under 3 Suites $30,209,174 * State of South Carolina Education South Carolina - SC Transportation - Routing and Planning, GPS, Mobile Data Terminal, Business Intelligence Dashboard 1 Suite $14,500,000 * Bexar County, TX Government Texas -TX Online Court Management System, Civil Process Software, Probation Software, Jury Software, Corrections Software 24 line items under 5 Suites $10,995,593 * Dallas County, TX Government Texas - TX Civil Process Software, Jury Software, Court Management System 46 line items under 3 Suites $10,008,902 * Franklin County, OH Government Ohio - OH Appraisal Services, ePayments, ERP, Court Management Systems 4 suites $9,415,143 * Table 6: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. Line Item Question Response* Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 23 Sales force. Tyler's organization is broken down into specific business units with focused and tenured sales teams successfully supporting each business unit. Sales departments are strategically structured with ample resources that focus on Tyler's existing clients and staff that focus exclusively on prospective new clients. Tyler is very proud of and benefits from its sales force being healthily tenured. This meaningfully supports the effectiveness of our sales organization, our consultative approach to selling and our clients' satisfaction when conducting business with Tyler. This undoubtedly helps to drive Tyler's client retention rate of 98%. In Tyler's largest division the average tenure of our sales team is 14 years and on average across the organization sales resources have spent 9+ working at Tyler and many have had careers with applicable experience doing business with the public sector. Additionally, one out of three of Tyler's employees has worked in the public sector. Our sales organization consists of nearly 400 resources who help to successfully operate Tyler's sales functions and support our growing customer base with knowledgeable and focus on each and every product that is purchased by our customers. Tyler product divisions are divided into seven distinct areas: Appraisal & Tax, Courts & Justice, Data & Insights, ERP, Federal, Local Government & Public Safety and five focused solution groups: Courts & Justice, Health & Human Services, K-12 Education, Public Administration and Transformative Technology. Tyler has offices across the United States to accommodate our growing employee & customer base and provide exceptional regional support for our existing clients. Tyler is headquartered in Plano, Texas. We have offices throughout the U.S., two in Canada, and one in the Philippines. With Sourcewell more recent expansion into Canada, Tyler looks to continue to build on this partnership and leverage this contract and Sourcewell's partnerships to expand business in Canada going forward. Tyler has a growing number of clients in Canada. Internal and external sales employees are cognizant of the effectiveness and purchasing vehicles and are specifically trained on the process for utilizing Sourcewell so they can provide information efficiently and effectively to our client and prospective clients. Tyler's clients have utilized the Tyler/Sourcewell contract more than any other means of cooperative purchasing, and Tyler looks to continue to grow the partnership and the volume of business that leverages this procurement method. 24 Dealer network or other distribution methods. Tyler does not leverage a dealer network. We have proven success with selling direct to our customers and seamlessly integrating additional departments into each and every client relationship as customers continue their partnership with Tyler. 25 Service force. Tyler actively seeks the best talent to help us implement our solutions for our clients. Our staff consists of seasoned professionals with unique and proprietary skills, and years of industry experience, who are focused on specific products and in dedicated regions. Assembling a quality project team that suits for project needs is important. Upon award of contract, Tyler assigns a project manager and quality project team to ensure your implementation success. Tyler staff perform services in a professional, workman -like manner, consistent with industry standards. Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 26 Describe in detail the process and procedure of your customer service program, if applicable. Include your response -time capabilities and commitments, as well as any incentives that help your providers meet your stated service goals or promises. Customer satisfaction is of the utmost importance to Tyler. That's why we've designed our customer support model to ensure that issues that arise are resolved within a timely manner. Tyler provides online and continuing education resources on its support website at www.tylertech.com/client-support. Support Organization Tyler technical support is organized by business process. Our product -specific teams allow support staff to focus on a distinct group of products and services by business process so they can handle calls quickly and accurately. The support product manager is responsible for the day- to -day operations of the team and ensures delivery of exceptional technical support to our clients. The team analysts and leads are responsible for assisting the team with client issues and providing ongoing team training. Technical support specialists are responsible for diagnosing and resolving client issues in a timely and courteous manner. Contacting Us to Make a Support Request The most efficient way to reach us is to log a support request online through Tyler's online support incidents at www.tylertech.com/client-support. You can log a case for support anytime. All data is available in real-time. Your existing contact information defaults when you create a new support case. You provide: Description, Priority, Product suite, group, and module. Best practice is to enter as the product suite and to start with the application module for all issues — the application support team will collaborate with other groups as needed for resolution. The case create -form provides unlimited space for you to describe the question or problem in detail, and you can attach files or screen capture that may be helpful to support. Use the My View screen capture tool to record the issue and attach it to the support case. As you enter your request, potential solutions are offered in the Answer Panel to the right of the case entry form. If you do not find an answer while entering your request, continue with the submit. The case is routed to the team with the experts best matched to your request. Once submitted, you will receive an automated email that includes the case number for reference. A Focus on Client Success Our mission is to deliver superior service by providing a timely response, issue resolution, and operational support, resulting in a high-level of client satisfaction. Unlike some companies who outsource their application support to a third party, Tyler offers a complete solution of customer support services provided by our in-house experts. When you contact technical support, your request is responded to by a technical support specialist who begins working on the request at first contact. Every contact from you is logged into our customer relationship management system. This system tracks the history of each case, including the time of first contact, priority of the issue, description of the request, support recommendations, client feedback, and resolution. A list of cases is available in real time on Tyler's support website. Case Priorities To best assist clients, we triage and monitor cases by priority. The case priority is based on your needs and deadlines. Priority identifies the impact of the issue and sets expectations for support and for you. You are responsible for communicating the priority of the case and must contact support if the priority of an issue changes. Support resources are available 8:00 AM to 5:00 PM across four standard time zones (EST, CST, MST, and PST). Tyler has established escalation paths and severity levels that range from Critical to Non -Critical. Critical priority means an issue is severe and requires immediate resolution. A critical issue is one where there is a complete work stoppage, or a loss of multiple essential system functions for all users. Tyler aims for resolution in 1 day or less. High priority issues are ones where there is a repeated, consistent failure of essential functionality affecting more than one user, or the loss or corruption of data; your system is operational, but an essential piece of functionality is not working. Tyler aims for resolution in 10 days or less. Medium priority issues are non -severe issues that Tyler aims to resolve in 30 days or less. Non -Critical priority issues are a lower priority and you will work with Support as time permits. Tyler aims for resolution in 60 days or less. Critical Issues If you are experiencing a severe work stoppage that requires immediate resolution, you can log a critical case through the portal, or you can call Tyler's toll -free number (800.772.2260). If all technicians are on the line assisting other clients, you can press "0" to be redirected to the operator to page the team. Following -up on Open Cases You can monitor the status of an open issue in Tyler's online support incidents. In the portal, you can review support's last action on the case and enter new information to share with support. You can request an update by entering a note on the case in the portal, or by calling support and speaking with the assigned technician. Escalating a Support Case If your situation or issue priority has changed, or if you feel you are not receiving the service you need, please contact the appropriate support product manager to escalate. The manager will follow up on your open issue and determine the necessary action. Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 27 Identify your ability and willingness to provide your products and services to Sourcewell participating entities in the United States. Since 1997, Tyler Technologies' singular focus has been providing software and technology services to the public sector, While this remains our focus, 2019 was a year that highlighted and amplified the multiple dimensions of our growing company. We serve multiple levels of public sector clients from local to national. The 2019 acquisition of Micropact added federal clients such as NASA and the Department of Justice to our extensive roster of municipalities, counties, state and other government entities. We engage with multiple levels of technology, from back -office systems of record that feed, access and aggregate data, to process integration with workflows across systems, to the applications that provide better access to government for community residents. We provide end -to -end software and services options designed to accommodate each client's unique situation, whether they're moving from manual processes or already engaged in advanced digital workflow. We deliver solutions in multiple ways. From locally installed, client -hosted systems to secure reliable cloud -based offerings, we facilitate hosting environments that work best for our clients. We envision a dynamic future. Our visions of helping our clients create connected communities — where data, processes, and people work together to make communities safer, smarter, and more responsive — is multilayered, with a long-term roadmap for connecting data between departments and agencies and across jurisdictions and geographical boundaries. We are accountable to multiple stakeholders, including public servants, community residents, our employees, and our shareholders, and we take our responsibilities to each of these groups very seriously. We empower the people who serve the public in multiple ways every day. Tyler's 5,500+ employees work hard every day to support our 26,000+ installations in 10,000 locations. We have public sector clients in all 50 states plus Canada, the Caribeean, Australia, Europe, and other international locations. Moreover, Tyler offers the widest range of solutions for the public sector, including: Appraisal & Tax, Civic Services, Corrections, Courts & Justing, Cybersecurity, Data & Insights, ERP Financial, Health and Human Services, Land & Official Records, Public Safety, Regulatory, School Financial, Student Information & Student Transportation. Tyler is willing and able to sell our best of breed products across the United States. We provide solutions to support all sizes of entities in the public sector and pride ourselves on providing unparalleled support to each and every customer with a growing array of support services to ensure that our clients' needs are met expeditiously and resolved quickly. This is appreciated by our clients and supports our client retention rate of 98%. 28 Identify your ability and willingness to provide your products and services to Sourcewell participating entities in Canada. Tyler's EnerGov, MyCivic, Socrata, Versatrans, Odyssey and iasWorld products are all sold in Canada with dedicated sales resources focusing on this market and continuing to build market share. Specific to Tyler's A&T division , Tyler's experience is both deep and broad in terms of its footprint within Canada. We have been providing property assessment solutions to the Canadian market since 1992, starting with the Province of Nova Scotia. The Province of Newfoundland initially installed the Tyler solution in 1998. Along with these longtime clients, Tyler is currently in the process of implementing the iasWorld CAMA solution for British Columbia Assessment (BCA). BCA is widely regarded as one of the most advanced assessment agencies in the world, assessing nearly two million properties with a total assessed value nearing $1.3 trillion. BCA selected Tyler's iasWorld after a competitive review process to help improve assessment quality, reduce operational and overhead costs, enhance data flow between agencies and improve employee productivity. In addition, Tyler is currently implementing the iasWorld solution in the City of Calgary. The City chose Tyler's iasWorld solution due to our experience in Canada, our appraisal expertise, the overall financial strength of the company, and our singular focus on the public section. Tyler is supporting the City of Calgary's vision of becoming a leading annual market value assessment jurisdiction. 29 Identify any geographic areas of the United States or Canada that you will NOT be fully serving through the proposed contract. Tyler is intent on marketing it's software & service solutions across all states in the US and across Canada. 30 Identify any Sourcewell participating entity sectors (i.e., government, education, not -for- profit) that you will NOT be fully serving through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? Tyler provides solutions predominantly to Schools, Cities, Counties, Special Districts, States and Federal Organizations and is intent on maketing its solutions to these organizations across all of Sourcewell's applicable entity sectors. Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 31 Define any specific contract requirements or restrictions that would apply to our participating entities in Hawaii and Alaska and in US Territories. There are no restrictions on Tyler's ability to conduct business in Hawaii, Alaska, or other US territories. Table 7: Marketing Plan Line Question Item 32 33 Describe your marketing strategy for promoting this contract opportunity. Upload representative samples of your marketing materials (if applicable) in the document upload section of your response. Describe your use of technology and digital data (e.g., social media, metadata usage) to enhance marketing effectiveness. Response* As a proud Sourcewell partner, Tyler Technologies actively embraces and promotes this partnership to our clients and prospects. Tyler's broad portfolio of solutions empowers the public sector to deliver quality and efficient service to their constituency — through software that provides greater transparency and accessibility, sustainable office practices, and secure data that is easy to manage and maintain. Through our Sourcewell partnership, we can deliver on this mission one step further by helping the public sector make critical software procurement decisions while reducing stress and allowing them to find a solution at the most competitive price point. To drive awareness of the Sourcewell agreement, we have strategically integrated the partnership into our corporate marketing strategy in several ways, including the following: • Tyler has developed multiple collateral resources that speak to the advantages of using Sourcewell as a procurement tool. Our Tyler Technologies Sourcewell Flyer lives in our customer -facing resource center on Tylertech.com. We've also created a brochure titled "Making the Right Long -Term Decision: A Six -Step Approach to Purchasing New Technology" which discusses the various ways agencies begin the procurement process, which speaks to utilizing a purchasing agent like Sourcewell to help save significant time, paperwork, administration fees, and legal costs. Our Munis ERP Case Study directly references the benefits of using a Sourcewell contract in the words of Tyler's client the city of Redding, California. All these resources are available on our website Tylertech.com, but are also Google indexed, making them accessible to anyone looking for resources on these subjects or active keywords. • Our Tyler Technologies Sourcewell Flyer is also available in our sales enablement platform which enables our marketing and sales organization to send important decision - making assets to prospects and clients. • Tyler promotes Sourcewell at hundreds of trade shows nationwide every year, including industry -leading events like GFOA, where our Sourcewell banner is placed proudly in our Tyler -branded booth. Because the Sourcewell brand is so highly regarded within the public sector, this helps strengthen the brand identity of both Sourcewell and Tyler in the eyes of public sector decision makers and allows them to feel confident in the value they are receiving in the partnership. • Tyler's annual Connect client user conference draws over 6,000 government officials and decision makers in attendance. Tyler offers Sourcewell access to our Connect conference, a valuable opportunity to interact with and promote to Tyler's client base. In continuing the partnership, Tyler is open and willing to explore further opportunities where the brand missions align, including: • Upon award of contract, Tyler will produce and distribute a press release to all pertinent media outlets, and the news will be amplified via our social media channels. • Once a year, Tyler will create a thought leadership piece on the significance, benefits, and value of cooperative procurement agreements. This piece will be stored in the resource center on Tylertech.com and will be amplified via social media channels. • Tyler will continue to integrate mentions of the Sourcewell partnership into existing collateral and presentations, further promoting the partnership to both clients and prospects during webinars or in product collateral. • Tyler will incorporate Sourcewell branding into our virtual trade show exhibitor booth at various events throughout the year. When we can attend events in -person, we will incorporate the Sourcewell banner into our booth design where applicable. As part of our corporate marketing strategy, Tyler Technologies is active on social media platforms including Twitter, Linkedln, Facebook, and Instagram. We strategically use each platform to amplify key corporate messages through mediums like blog posts, press releases, and downloadable assets as links with UTMs. Digital marketing is a priority at Tyler Technologies, and we continue to grow our influencer network to include key partners and influential voices within our industry and verticals. Tyler is consistently featured prominently in industry and mainstream publications that reach decision makers in target markets. Tyler Technologies and Sourcewell, in this partnership, can leverage and amplify each other's industry expertise on social media, in print, and on digital platforms to hit all prospective audiences. Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 34 In your view, what is Sourcewell's role in promoting contracts arising out of this RFP? How will you integrate a Sourcewell-awarded contract into your sales process? With a continued partnership, Tyler will look to Sourcewell to continuously market the value of their program and the applicability of cooperative procurement to their customer base. Sourcewell should continue to elevate their image in the marketplace, attracting valuable prospects for both brands, through opportunities like trade shows and events. Tyler reps propose usage of the Sourcewell contract when clients are intent on purchasing from cooperative vehicles for procurement of their software and services. Usage volume of the Sourcewell contract exceeds that of all other contracts and our clients appreciate the expeditious process and ease of use of the contract. 35 Are your products or services available through an e -procurement ordering process? If so, describe your e -procurement system and how governmental and educational customers have used it. Tyler provides e -procurement solutions to its clients. Tyler's eProcurement solutions increase efficiency by streamlining the purchasing process, resulting in shorter processing times. The easy flow of information and the ability to customize processes ensures purchasing requirements and needs are met while improving the organization's purchasing power. Tyler has provided an eprocurement punch -out to vendor -hosted websites in Tyler's Munis Purchasing and Requisition applications. This makes Munis eProcurement even more useful. Vendor punch -out allows for online shopping on a vendor's website which can be accessed and launched directly from the Munis Requisition application. When accessed, Munis users can shop the vendor's website, creating a virtual shopping cart of items. For example, a Munis user shops on the Staples.com website and builds a shopping cart of items. Once shopping is complete, the virtual shopping cart of items is instantly transferred to Munis and automatically populates a Munis requisition. Once the virtual shopping cart has been * transferred to a Munis requisition, the regular Munis requisition process will be enforced. This includes allocating the requisition line items to GL accounts, checking and enforcing available budgets, following Munis requisition workflow and eventually converting to a purchase order. Once a purchase order has been created, sites have the optional functionality to electronically submit the created purchase order to the vendor. Currently, Tyler's own products currently are not offered via an e -procurement ordering process but Tyler is continually looking for ways to improve processes and methods for purchasing Tyler's products. The purchase of Tyler's software and service solutions is a consultative process which involves working with our customers to determine their needs and determining how best they can utilize Tyler's solutions to optimize business at their organization's operations. Tyler has a long history partnering with Sourcewell to improve procurement timelines to provide best in class software and services to the Public Sector. Table 8: Value -Added Attributes Line Item Question 36 Describe any product, equipment, maintenance, or operator training programs that you offer to Sourcewell participating entities. Include details, such as whether training is standard or optional, who provides training, and any costs that apply. Response* Everyone's learning style is different. That's why Tyler offers several training formats to accommodate our diverse clients' needs. Training by Tyler staff provides hands-on learning in your own labs. Your resources receive consultative knowledge transfer sessions that are a combination of lecture and hands-on education, using your organization's own data. Tyler believes in a train -the -trainer approach to implementation. This approach allows your resources (i.e. power users and functional leads) to be involved in the initial training and software configuration while limiting the amount of time that end users are involved in the project. The power users and functional leads are then involved in training the end user community after all configuration is complete, which helps to increase adoption, solidify knowledge transfer, and lessen resistance to training and process changes. A mutually developed education plan lays out the process of transferring knowledge between you and Tyler. The purpose of the education plan is to: • Communicate the process to stakeholders and functional leaders • Answer specific questions (where classrooms will be established, what database environment will be utilized, etc.) • Establish action items and link project personnel as owners • Define measurement criteria to ensure the plan has been successfully followed Your organization is set up for success with Tyler's train the trainer approach to training and education plan developed over years of industry experience. Additionally, we do offer Tyler -led end user training for circumstances where the train the trainer approach is not feasible. You may contact us at any time for training on future functionality, train new users, or refresh knowledge; However, your team will have access to the tools and services designed to support your internal training leads - TylerU, Tyler Community, client support, state user groups, annual user conference, KnowledgeBase and online help. More information on these resources is provided below. Tyler has a longstanding track record delivering virtual implementation services. With our strong virtual capabilities, Tyler has adjusted to the current Covid-19 climate. Tyler plans to continue to deliver all training virtually, including Go Lives, until health and travel conditions stabilize. Please visit our Virtual Munis Implementations homepage for additional information regarding our proven success delivering this model. At this time local, state, and federal governments within the United States (US) are limiting travel within our borders and abroad. When the local and state govemments start lifting restrictions, we will evaluate each project and determine which, if any, sessions cannot be delivered effectively and efficiently through virtual consultation, and only those sessions will be Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE considered for travel. Tyler's standard approach, under normal circumstances, is to conduct roughly 25% of all project days on -site in your facilities. A typical day of training is from 9:00 to 4:30 (or 8:30 to 4:00), allowing for a break for lunch and short breaks in the morning and afternoon as needed. We've found that allowing users time to return to their daily responsibilities before and after classes or sessions allows for more productivity during the session. It also allows the Tyler Implementation staff time to prepare upon arrival and follow-up afterward. The start and stop times for the training will be discussed and agreed upon by Project Management during the planning portion of the project and will be published as standard session times throughout the project. Class size should be limited to twelve (12) users in attendance to the training is critical to gain hands-on experience with the system. Both teams collaborate on all aspects of training, discussed, and documented during the planning stage of the project. The expectation is for Tyler to provide one or more occurrence of each scheduled training. You will be responsible for the logistics of the training by completing such tasks as scheduling resources and ensuring facilities are available. These sessions are to be attended by your key staff members (i.e. functional leads and power users) so that they can then disseminate the information they learn to others in your organization if or when necessary. Our mission is to deliver superior service by providing a timely response, issue resolution and operational support, resulting in a high-level of client satisfaction. Unlike some companies who outsource their application support to a third party, Tyler offers a complete solution of customer support services provided by our in-house experts. Transparency is important, that's why 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 and each incident is assigned a priority number, which corresponds to your needs and deadlines. Clients can track the progress of these incidents online using Tyler's support portal. Tyler provides online and continuing education resources for our clients, including but not limited to the following resources. • Tyler Search — an online query tool that provides answers for your questions by culling through all Tyler's online resources using Knowledge Centered Service • Tyler Knowledgebase- a documentation library in a single, easily accessible location • Tyler Community — Tyler's online forum available 24/7 • Tyler University- Tyler's e-leaming solution to enhance support and training of your employees using your data • Tyler Release Management Console- Shows all release version information, with a summary of each release and associated enhancements, open, closed and non -critical issues • Online Help- context sensitive field help and procedural information to assist your team in completing program tasks • Answer Panel- As you begin entering your case details, Tyler Search presents results in the panel that matches your question. Answers provided are the most relevant to your question, regardless of the source of the information. • MyView- MyView is a screen capture tool to give Support more information to assist clients with a case. The recording is linked to the case and visible in the Online Support Incidents portal. • Online Support Portal- log or manage incidents and attach documentation and screenshots • GoToAssist & Bomgar- remote assistance from Support used to connect to your desktop • Phone- Tyler provides a dedicated 800 number that places no limits on who from your team may contact Support, or the number of calls placed • State User Groups — forums organized by Tyler staff and attended by existing clients to get the latest information on Tyler products • Annual Conference — Tyler Connect features online courses taught by Tyler subject matter experts hosted in a different city each year 37 Describe any technological advances that your proposed products or services offer. Tyler is committed to providing the best software and services to the public sector. Tyler separates our research and core development groups to ensure that Tyler remains focused on the needs of existing customers while also envisioning and executing on what our prospects will expect from our products and services in the future. Our evergreen philosophy ensures we continually provide returns on our clients' investment by refreshing the features and their underlying technology in a planned and non -disruptive approach. Our ultimate goal is for our software to be the last software license you purchase or lease. Tyler is the industry leader in this space and all efforts are geared towards increasing that leadership position. One question codifies our position, "If our clients were to re-enter the market looking for a replacement solution would the most likely outcome by them purchasing our product?" Our 98% retention rate and market leading selection rate are the metrics we use to measure the answer to this question. Providing ever increasing value for your maintenance dollars is the goal. Tyler values the importance of choices to our clients and is the only pure public sector provider that provides deployment options spanning on -premises, virtualized our hosted in our private cloud. Tyler also supports your right to choose the timing your upgrade so it makes sense operationally and provides tools such as Managed Internet Updater, Tyler Upgrade Assistant, Tyler University eLeaming, Release/Defect Transparency Tool, Tyler Community, and Tyler Client Portal to help you not only make this decision but also prepare for it. AREAS OF FOCUS Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE Evergreen Philosophy As we continuously refresh our features and their underlying technology in a planned and non - disruptive approach, we provide our product upgrades free with an annual maintenance agreement. This ensures that our clients always have the latest technology. Consumer grade User Experience Tyler's products are designed and developed by industry experts solely focused on the public sector. This includes a conscious focus and direction that ranges from usability studies and design by our in-house experts certified by Human Factors International, to User Group and client feedback. We've reached a tipping point, for the first time in decades Baby Boomers are outnumbered in the workforce by Generation X and Millennials. Community and School Leaders of tomorrow will never remember a time when technology was not a part of their everyday lives. These generations think definitely and expect to be able to pick new systems up and make them work much like downloading a new app on their phone. Our experts understand this and are working on solutions that meet these expectations. Getting the Technology to where the work happens Too often today technology is used as a "back -office" system of record than an enabling tool that improves efficiency. Tyler understands this and is the only sole -focused public- sector/education solution that is predominantly based on HTML5. This allows access to the application on any device that can interpret HTML5. We also understand that workers can no longer be tied to their desk in order to work with the system. They go to meetings, conferences and other work related travel where they need system access in order to keep up with their work. Tyler delivers this through responsive solutions that are optimized for mobile form factors like tablets and phones eliminating the need for something to "wait until I get back to my desk." RECENT ADVANCEMENTS / PRODUCT PLANS Business Intelligence Both Microsoft and Tyler understand business intelligence (BI). What's more, we understand that the public sector needs sound reporting options from their ERP system, and a viable means to display different views of their data quickly and easily. Together, and through the use of the widely -familiar Microsoft Excel, Tyler applications offer versatile BI and reporting solutions. Using Microsoft Services, users can use the available, pre -developed application - specific "cubes" to report on key applications areas. These cubes then let users to easily select, slice, drill into, organize, and report on exactly the data they need, in meaningful spreadsheet, chart, and graph formats. SaaS The SaaS model is unique and powerful in its ability to meet a variety of end -user needs. Tyler's SaaS solution allows organizations to utilize software that is hosted and administered by Tyler Technologies at a remote data center —over an Internet connection via a dedicated Virtual Private Network (VPN). With SaaS users receive built-in disaster recovery services including backup and storage of all system, data and image files in a secure off site location. This reduces their concerns about potential hardware failure, a failed or forgotten backup, or damaged and/or lost data due to a natural disaster. Technology Technology evolves along with our clients' needs. We continually research and test our technology delivery processing and storage methods to ensure our clients have the right tools to do their jobs quickly and efficiently. We do this by adding or enhancing hardware and software to streamline processes and provide a richer, deeper experience. Tyler will continue to provide our clients with the proper tools that meet their unique needs for each solution -- looking to customer feedback to create and enhance our solutions to better fit the needs of the public sector. HTML5 Many of Tyler's web based solutions have been to HTML5, enabling a consistent and versatile deployment on computers and mobile devices alike. Security We continually work toward embracing the latest industry and cloud standards in order to ensure a reliable set of practices and controls are in place to protect your proprietary data. Working with Geospatial Data Tyler applications are designed to help you meet your ultimate goals of guiding orderly growth, promoting safety and livability, fostering economic vitality and encouraging community Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE collaboration. The future direction for Tyler software leverages the latest web technologies, spatial capabilities and industry standards while remaining focused on your goals to help you attain the success you require. Long Term Considerations We've built our reputation by successfully serving thousands of clients for decades, providing industry knowledge with a professional team of experts, and committing to long-term investments that focus on our products and services. Guided by our vision to create solutions that are productive, integrated, flexible and efficient, our direction is clear: we will invest in remarkable applications, greater user experiences, and leading technology for robust, efficient management and delivery of our solutions. Going forward we will remain true to our mission statement of empowering people who serve the public, in order to make ongoing strategic investments 38 39 40 Describe any "green" initiatives that relate to your company or to your products or services, and include a list of the certifying agency for each. Identify any third -party issued eco- labels, ratings or certifications that your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation, life -cycle design (cradle -to -cradle), or other green/sustainability factors. Describe any Women or Minority Business Entity (WMBE), Small Business Entity (SBE), or veteran owned business certifications that your company or hub partners have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. Tyler has built its brand by delivering value for clients, creating a strong workplace culture, ensuring transparency in our operations, and empowering strong, vibrant communities. We take great pride in the Tyler brand and what it stands for. Respect for the environment is more than a mindset; it requires real investment and focus. In 2019, we continued to make meaningful changes to our operations, infrastructure, and product offerings to better conserve natural resources and address environmental concerns at global and local levels. With approximately 5,350 team members in 2019 spread across 35 office locations, we appreciate the significance of our footprint. Our office locations represent cities and towns from coast to coast, as well as intemational locations. In addition, our products are in use at more than 10,000 client sites across the public sector, greatly extending the reach of Tyler's environmental impact. Our software is designed to increase efficiency throughout our clients' organizations, with many of our electronic solutions producing a dramatic reduction in fuel use and paper waste. In 2019, our electronic filing solution helped our clients save nearly 2.3 million pounds of paper, the equivalent of more than 25,000 trees. Through the use of document management tools with embedded workflow to reduce paper usage, we have helped save approximately 35,000 pounds of wood, 95,000 gallons of water, 80,000 pounds of carbon dioxide, and 5,000 pounds of waste. Environmental programs and policies in place across Tyler's major offices include: • Installation of motion sensors and energy -efficient lighting for interior and exterior spaces • Use of building automation systems (BAS) to manage power usage • High -efficiency heating and air conditioning systems • Installation of low -flow plumbing fixtures • Commercial recycling programs • Extensive use of document management tools with embedded workflow to reduce paper usage Additional environmental programs at select Tyler office locations include: • Installation of solar panels, energy -efficient windows, and additional insulation • Incorporation of LEED standards into building improvements and new construction • Office green teams • Use of recycled and compostable paper products in cafeterias and breakrooms • Use of natural aquifers for corporate campus irrigation • Fuel -delivery service with carbon -neutral fleet to reduce carbon dioxide emissions and groundwater contamination Tyler products assist their clients with amassing date, formulating decisions and validating results in areas of results. One major focus area of conservation in the reduction of printed paper usage. With Tyler's content management, data & insights solution, online workflow and mobile solutions, there is significantly less reliance on the necessity for printed content which saves money and provides measurable efficiencies. Tyler has previously worked with these type organizations to meet agency needs and requirements and successfully complete awarded projects. Tyler would not be applicable for these certifications. Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 41 What unique attributes does your company, your products, or your services offer to Sourcewell participating entities? What makes your proposed solutions unique in your industry as it applies to Sourcewell participating entities? We imagine that many of the solution providers evaluated by Sourcewell will have overlapping product and service offerings, but how many can say that they are solely focused on the public sector? Just one. Tyler — It's all we do. Our expertise in this area allows us to provide quality products and customer service that are in line with most needs in public sector software. Not to mention, many of our employees came directly from public sector roles — meaning our products are designed and supported by the people who know what the public sector needs. Solution areas: Appraisal & Tax Civic Services Corrections Courts & Justice Cybersecurity Data & Insights Disability & Benefits ERP Land & Official Records Productivity Tools Public Safety Regulatory School ERP Student Information - Student Transportation When you purchase software solutions from Tyler, you aren't just getting the latest software as of the date you sign your contract. You are also getting the benefit of perpetual upgrades as they happen. We deliver this without additional license fees. Both on -premises and SaaS clients receive new releases and upgrades for the life of their maintenance or subscription agreements. Our products are continually enhanced through a process of perpetual upgrades. This steady stream of significant yet manageable changes is deployed with minimal disruption to your operations. Our evergreen philosophy is a commitment to our clients. • Your investment in our products is long term. • Your product will continue to evolve and remain a market leader. • We are continuously enhancing our products with underlying technology. • We are constantly adding new features, adding value and increasing efficiency in the public sector workplace. One of our core values is community, that's why we've created many spaces, digitally and in - person, to better connect our client base with each other. Resources like our online Tyler Community platform, annual Tyler Connect user conference, and product specific state user groups meetings allow clients and staff to gather, leam, and collaborate on a variety of topics and initiatives. Each year thousands of clients come to learn about Tyler, our products, and to connect with peers and staff. This premier event helps clients get the maximum use of their Tyler software. You learn more about existing or proposed functionality through dozens of classes over several days. Development product managers attend the event to share their plans for the next upgrade and to solicit feedback from clients. Our clients' input from past conferences continues to significantly impact the direction of software enhancements and changes. Client attendance each year ensures that appropriate needs are reflected in product development strategies. Connect is held in different locations every year to accommodate our geographically diverse client base and to provide fresh and exciting activities for our clients outside of the classes and labs. Tyler is proud of the tenure of our employees. Many employees have come directly from the public sector or have worked in roles at Tyler like implementation and support that provides them with firsthand experience and knowledge of what the public sector needs. This experience paired with the extensive hands on training provided makes our in-house experts excellent resources for our clients to rely on during implementation and beyond. Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE Table 9: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line Item Question Response * * * * * * 42 Do your warranties cover all products, parts, and labor? Tyler warrants its software and services as indicated in the software and services agreements included with our proposal. With few exceptions, Tyler does not warrant hardware or other 3rd party products but passes through those warranties to Participating Entities. 43 Do your warranties impose usage restrictions or other limitations that adversely affect coverage? Our software warranty requires clients have an active Maintenance or SaaS agreement. 44 Do your warranties cover the expense of technicians' travel time and mileage to perform warranty repairs? Tyler software warranty support is provided remotely If we need to travel to a client site for warranty support, it will be at no charge to the client unless the onsite trip is caused by the client's failures to perform under the agreement. Warranty coverage for third party products and services is subject to the suppliers' terms. 45 Are there any geographic regions of the United States or Canada (as applicable) for which you cannot provide a certified technician to perform warranty repairs? How will Sourcewell participating entities in these regions be provided service for warranty repair? We can provide warranty service for our software and services throughout the United States and Canada. As noted above, warranty coverage for third party products and services is subject to the suppliers' terms 46 Will you cover warranty service for items made by other manufacturers that are part of your proposal, or are these warranties issues typically passed on to the original equipment manufacturer? With very few exceptions, we do not offer warranties for third party software, hardware, or services. 47 What are your proposed exchange and return programs and policies? Tyler Software: So long as the client has an active software maintenance or SaaS agreement, Tyler will cure Defects in its software, as defined in the applicable agreement, in accord with the applicable support call process. Tyler Services: In the event Tyler provides services not in accordance with appliable industry standards, Tyler will reperform those services at no additional cost to the client. 3rd Party Products: Warranty and exchange policies are determined by the applicable supplier and/or manufacturer. Tyler will reasonably coordinate support and warranty claims for 3rd party products resold by Tyler. 48 Describe any service contract options for the items included in your proposal. Tyler does not warrant hardware or other 3rd party products but passes through those warranties to Participating Entities. Extended warranties can the leverage through 3rd Party providers. Table 10: Payment Terms and Financing Options Line Item Question Response * ` * ` 49 What are your payment terms (e.g., net 10, net 30)? 45 days following invoice date. 50 Do you provide leasing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions? While we do not offer leasing or financing options directly, Tyler has occasionally coordinated client requests in order to obtain funding for their procurements. Additionally, Tyler will reasonably cooperate with clients who have exigent financial restraints in order to structure payment terms that allocate the total cost of ownership over the term of the agreement. 51 Briefly describe your proposed order process. Include enough detail to support your ability to report quarterly sales to Sourcewell as described in the Contract template. For example, indicate whether your dealer network is included in your response and whether each dealer (or some other entity) will process the Sourcewell participating entities' purchase orders. Tyler sales are logged into a CRM system with . appropriate fields denoting Sourcewell related sales, that track deal progression and specifics. This database store data on all sales details and pertinent information. Reports can be generated from this system to produce the report format requested by Sourcewell. 52 Do you accept the P -card procurement and payment process? If so, is there any additional cost to Sourcewell participating entities for using this process? Yes, Tyler accepts Visa/Mastercard. Charges can be five thousand dollars or less. Table 11: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. tm Question Response * 53 Describe your pricing model (e.g., line -item discounts or product -category discounts). Provide detailed pricing data (including standard or list pricing and the Sourcewell discounted price) on all of the items that you want Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal. Upload your pricing materials (if applicable) in the document upload section of your response. Tyler is providing a broad range of best in class software solutions with comprehensive service offerings to the support the successful implementation of our products and continued optimization of our solutions at client sites so that they truly benefit and empower the users, their organization and their constituencies. Tyler's remains committed to meeting the software needs of our clients and provides both on -premise and SaaS based software offerings to support their varied needs. Our subscription based software offerings made up the majority of our new contracts in 2019 and this trend will continue upwards. Tyler's subscription based pricing lowers the cost of entry by eliminating large up -front fees and spreading costs over time. Tyler can help our clients compare all software deployment options to determine what the best investment is for their particular organization. Tyler provides comprehensive enterprise software that is configured specifically for each client's unique needs. The individual line items and MSRP prices are derived from a series of proprietary calculations. All pricing proposals offered to Sourcewell members will clearly show the MSRP and the applicable Sourcewell discount. This discount is limited to Tyler Software Licenses and Tyler Software License Subscriptions (SaaS) portions of the proposal and do not apply to services, annual maintenance, custom programming, third party products and services and other components of the clients proposal that are not listed as Tyler Software Licenses or Tyler Software Subscription. Tyler has provided a pricing summary to Sourcewell that conveys the overall discount structure and pricing examples for the offerings that Tyler will be providing on the contract. Determining the needs of our customers and the software that will be suit their organization to optimize processes is a consultative process and pricing formulation is multi -factored and involves both software and service offerings. Tyler strives to work closely with all of its prospects and clients to best understand their needs and propose services and solutions to appropriately serve their needs. Tyler's quotes to our customers will clearly present the actual list price and proposed discounts that have been expressed in Tyler's proposal. 54 Quantify the pricing discount represented by the pricing proposal in this response. For example, if the pricing in your response represents a percentage discount from MSRP or list, state the percentage or percentage range. Tyler will discount then -current pricing by 10% for software licenses and SaaS fees for the initial term. Tyler's Socrata SaaS product offering fees will be discounted by 5% for the initial term. This discount does not extend to services pricing, (implementation focused training, project management, product development services, service subscriptions) software maintenance, or hardware. * 55 Describe any quantity or volume discounts or rebate programs that you offer. Much of Tyler's pricing is based on a volume discount pricing construct. With increase in the purchase amounts of licenses or users in our subscription based pricing, the cost per license/user decreases. Client may also choose to purchase a site license for many of our subscription arrangements which allows an innumerable amounts of users access to Tyler's solution and is a appropriate and cost -savings approach for many of Tyler's clients. * 56 Propose a method of facilitating "sourced" products or related services, which may be referred to as "open market" items or "nonstandard options". For example, you may supply such items "at cost" or "at cost plus a percentage," or you may supply a quote for each such request. Not applicable to the products and services offered by Tyler. 57 Identify any element of the total cost of acquisition that is NOT included in the pricing submitted with your response. This includes all additional charges associated with a purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre - delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. Elements associated with cost of acquisition will be detailed on the quote and further supported by commentary on the quote and within the contract. * Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 58 If freight, delivery, or shipping is an additional cost to the Sourcewell participating entity, describe in detail the complete freight, shipping, and delivery program. Freight, delivery or shipping are additional costs and not covered by the Sourcewell agreement. All associated costs will be detailed in * the clients proposal 59 Specifically describe freight, shipping, and delivery terms or programs available for Alaska, Hawaii, Canada, or any offshore delivery. Freight, delivery or shipping are additional costs and not covered by the Sourcewell agreement. All associated costs will be detailed in * the clients proposal 60 Describe any unique distribution and/or delivery methods or options offered in your proposal. N/A * Table 12: Pricing Offered Line Item The Pricing Offered in this Proposal is: * Comments 61 c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. Table 13: Audit and Administrative Fee Line Item Question Response * 62 Specifically describe any self -audit process or program that you plan to employ to verify compliance with your proposed Contract with Sourcewell. This process includes ensuring that Sourcewell participating entities obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to Sourcewell. Tyler has a quoting tool that has been programmed to factor in automated discount minimums when sales resources are generating quotes associated with Sourcewell. There tool appropriate generates quotes that are then automatically posted in Tyler's CRM database. There is full transparency as * to what was quoted for each client and quotes can easily accessed and reviewed for compliancy. In CRM all quote components can be reported and a report can be generated to pull all previous quarter activity to be reviewed and analyzed for compliancy by sales, finance and legal resources. 63 Identify a proposed administrative fee that you will pay to Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per -unit fee; it is not a line -item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) Tyler is proposing a 2% admin fee on contracted on- premise software licenses costs and software related SaaS fees. Tyler additionally proposes a reduction in the admin fee when contracted on -premise software licenses and software * related SaaS fees exceed 500K per contract. Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Item 64 guestion Provide a detailed description of the equipment, products, and services that you are offering in your proposal. Response* Tyler's broad solutions and product offering empowers you to deliver better and faster assistance to the public with greater transparency and accessibility, sustainable office practices, and secure data that's easy to manage and maintain. Tyler Technologies is committed to providing the best and broadest array of software and services to the public sector. Dedicated research and core development groups ensure Tyler remains focused on the needs of existing customers while also envisioning and executing on what prospects will expect from products and services in the future. Tyler's Evergreen Philosophy continually provides returns on our clients' investment by refreshing the features and underlying technology in a planned and non - disruptive approach. Tyler is please to provide to Sourcewell members a broad and comprehensive offering of Software, Services and hardware that is necessary to operate Tyler's software solutions. Our Software offerings are broken down into distinct solution groups: Appraisal & Tax: CAMA - Our CAMA software helps you manage all property data and every phase of the property appraisal process, including assessment administration, property maintenance, and valuation and appeals. Tyler additionally offers Comprehensive Tax Billing & Collection Software Product Solutions - iasWorld, Eagle Appraiser & Assessor, Eagle Treasurer, Incode Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53616E1A-E395-497E-80EE-1B2CAC17DCOE Property Tax Management, Munis Tax Billing & Collection Civic Services Tyler provides comprehensive business management, community development, community health, enterprise asset management, parks & recreation & Utility CIS solutions to thoroughly satisfy the needs of the public sector Product Solutions — DHD, EnerGov, Incode Utility Billing, Munis Utility Billing CIS, Tyler 311, Tyler EAM, Tyler Parks & Rec, Tyler Notify Courts & Justice Tyler offers a comprehensive suite of software and services focused on Corrections and Courts & Justice Product Solutions — Odyssey, Modria, Softcode, Tyler Supervision, Tyler Corrections, Incode Court Cybersecurity Tyler provides managed threat detection and complementary services to confront rising security risks in the public sector. Product Solutions — Tyler Detect and additional services Data & Insights The Data & Insights division of Tyler provides the Socrata software -as -a -service (SaaS) platform, which is powered by the industry -leading Amazon Web Services (AWS) Cloud infrastructure. We also provide outstanding experience and solutions across planning, implementing, and executing Data and Performance management initiatives with international, federal, provincial, and local initiatives. Product Solution - Socrata ERP Tyler provides Financial Management for Simplified Accounting Operations, Human Capital Management and Revenue Management solutions to facilitate community engagement and easy payment processing. Product Solutions — ExecuTime, Incode, Munis, New World ERP, Infinite Visions, Tyler CAFR, Tyler Cashiering, Tyler HUB, Tyler Meeting Manger Land & Official Records Tyler provides robust county records management software and self-service applications for increased transparency and accessibility Product Solutions — Eagle, Tyler Content Management Public Safety Tyler's Public Safety Solutions focus on Citation Management, Computer Aided Dispatch, Fire & EMS, Mobile Public Safety & Records Product Solutions — Brazos, Incode Public Safety, MobileEyes, New World Public Safety K-12 Education Focused on schools, Tyler provides comprehensive ERP solutions targeted specifically at K-12 as well as robust SIS and Student Transportation solutions. Product Solutions — Tyler SIS, Versatrans, Traversa, Munis, Infinite Visions, Incode Transformative Technology Tyler solutions provide a continuous spectrum of case management and business management solutions giving organizations the flexibility to commence application development initiatives from a variety of starting points. Product Solutions - entellitrak Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 65 Within this RFP category there may be subcategories of solutions. List subcategory titles that best describe your products and services. Tyler has a comprehensive offering of product solutions to service the public sector's needs. These solution are broken down into the following areas : Appraisal & Tax, Civic Services, Courts & Justice, Cybersecurity, Data & Insights, ERP, Land & Official Records, Public Safety, K-12 Education & Transformative Technology. Table 14B: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary. Line Item Category or Type Offered * Comments * * * * * * * * 66 Enterprise resource planning (ERP) solutions r: Yes r No Tyler provides broad, varied and comprehensive ERP solutions for the public sector 67 Human resource information systems (HRIS) c: Yes r No Tyler provides broad, varied and comprehensive HRIS solutions for the public sector 68 Financial management systems c: Yes r No Tyler provides broad, varied and comprehensive Financial solutions for the public sector 69 Enterprise content management (ECM) solutions r: Yes C No Tyler provides broad and comprehensive ECM solutions for the public sector 70 Student information systems (SIS) G Yes r No Tyler provides broad and comprehensive SIS solutions for the public sector 71 Facility management software (FMS) r. Yes r No Tyler provides broad and comprehensive CMMS and FMS solutions for the public sector 72 Court, corrections, law enforcement, or justice system software solutions 0 Yes r No Tyler provides broad and comprehensive Courts and Justice and Public Safety related software solutions. 73 Municipal services, inspections, and permitting management solutions a Yes c No Tyler provides broad and comprehensive solutions to satisfy the Civic Service needs of the public sector 74 Equipment and accessories related to the offering of systems or solutions described above. a Yes r No Hardware is provided that is necessary to operate Tyler's solutions 75 Services related to the offering of systems or solutions described above. r Yes r No Tyler offers comprehensive service offerings to support product development and implementation services to successfully implement our products Table 15: Industry Specific Questions Line Item Question Response* Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 76 77 If you are awarded a contract, provide a few examples of internal metrics that will be tracked to measure whether you are having success with the contract. Describe connectivity and integration capabilities between your offered solution(s) and other software systems. Tyler has been a long time partner of Sourcewell and past benchmarks will immediately inform current contract success. As stated earlier in contract the mix of divisional usage is broadening and Tyler will continue to work to broaden divisional usage. From a operational perspective, Tyler is incredibly focused on detailed metrics that relate to our customer's satisfaction and our engagement level of support with each and every customer. Tyler conducts a number of surveys to compile and analyze data and shape ongoing improvements to it's support model. Annual Customer Satisfaction Survey —every client who has contacted us at least once in the past year receives an on-line, anonymous survey. Results are published to senior management and also reviewed at the annual user conference with clients. Remote support survey — each time we connect with a client using our remote support access tool, we ask for feedback regarding our responsiveness and knowledge for that issue. Incident Survey — We have a 3rd party survey organization who takes a sample of our daily incidents and surveys clients. They measure Courtesy, Knowledge, Timeliness Quality, and overall satisfaction. Each month we take our average monthly customer satisfaction scores and compare them to the industry average. This report gets reviewed by senior management. Tyler solutions offer a variety of methods of interfacing with extemal third -party systems, including file -based import and exports and real-time web service integration through plug -and -play App Connectors, and API Toolkits and Connectors. Full Integrated Solutions When evaluating a new ERP system, it is very common clients are looking to replace several disparate systems with a single, integrated ERP solution. Since Tyler solutions are integrated with one another, many existing interfaces are commonly eliminated when moving from several disparate systems. File -based integration Multiple file -based interfaces are included, and all are integrated as part of the application, designed for end users. Unlike systems that require a database administrator to import or export data with their system, users can easily import or export data through point -and -click user interface. User -defined templates specify the data layout for a specific system, so users can quickly choose the appropriate template at the time of import/export. Templates for commonly used third -party systems are also included out of the box. File -based interfaces can be scheduled for one-time or recurring, automated processing. Many imports can be configured with Workflow to send automated notifications or approval requests before the data updates a record. Workflow business rules can be set on a variety of data conditions specific to the imported data. Only after all workflow rules are been approved does the import update production data. Depending on the process, imports can also be rejected at the item or file level; rejected imports can be resubmitted at any time. Microsoft Office Integration Tyler applications are designed to easily integrate with the Microsoft Office suite. Data can be exported to Microsoft Word directly from many Tyler applications. Some applications also leverage Word's mail merge functionality allowing users to easily create and maintain form templates for completely customized presentation of application data. Word Mail Merge exports can also be automatically archived to Tyler Content Manager for quick retrieval at any time. Applications include a variety of integrations with Microsoft Excel. Users can easily export application data directly to Microsoft Excel from most applications. Excel exports are not just raw data dumps; exported data maintains the same formatting as the application including dates and currency. Many exports include a link back to the corresponding record in application. Microsoft Excel is also one of many formats supported for bulk data exports and imports, which can be scheduled for automated processing. Finally, many Tyler applications include integration with Microsoft Exchange calendars for appointments and meetings. Email notifications and alerts can be sent using most email servers, including Microsoft Exchange 'Plug -and -Play' Application Support Tyler solutions include plug -and -play integrations for a variety of third -party applications Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE through pre-packaged web services. Tyler develops and maintains these integrations, requiring no development expertise from the client to configure. API Toolkits and API Connectors API (Application Programming Interface) Toolkits and API Connectors add value to your organization by enabling you to create your own integrations to share data between Tyler and non -Tyler applications. API Toolkits contain all exposed resources (or endpoints) available in a specific Tyler application module. API Connectors contain a subset or cross-section of API Toolkit resources with the purpose of facilitating a specific type of integration such as third - party cashiering, IVR, or applicant tracking systems. Tyler's API Developer Portal serves as a powerful RESTful API gateway that makes accessing Tyler application data and processes through Toolkits and Connectors easy and intuitive. The Portal conforms to OpenAPI 3.0 and is secured with OAuth 2.0 through Tyler Identity. API resources include example calls and produce properly formatted commands, allowing you to easily exercise them against your data. The API Developer Portal features include: • Simplified, structured API documentation • Industry standard OpenAPI 3.0 interface • OAuth 2.0 API authentication through Tyler Identity • Data models and examples for each resource • Produces HTTP URI and CURL commands to exercise resources from within the documentation and retum data • Real-time validation • Standard HTTP status codes • Documentation to aid in identifying and understanding normal resources used to complete a given integration. Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE 78 79 Describe your migration, customization, and upgrade processes. Describe your data integrity and protection standards, data backup, recovery and secure storage solutions. The data conversion process can be the most time -critical element of your project plan. Tyler develops crucial steps in our implementation process to support a successful data conversions plan. Our resources conduct hundreds of data conversions every year mapping legacy data through custom written programs. Your Tyler implementation team guides you through the process, starting with conversion analysis and mapping, followed by interactive data conversions and validations, and ending with final testing and loading into your production environment. Within three implementation stages, critical data conversion work packages outline the steps needed. Client technical lead(s) are responsible for exporting data from your legacy system. They present this export in the required format to Tyler's data expert(s). Tyler's data experts use custom written programs to convert your legacy data into conversion packages. Conversion passes are sent back to client conversion lead(s) for proofing, validation, and balancing. Client technical lead(s) may be re-engaged by client conversion lead(s) where necessary to modify legacy data in your current system. Once the final conversion pass is approved and signed off, it is ready to be loaded into production for processing. Data Conversion Standards & Responsibilities While Tyler's data conversions team has extensive experience with data mining, conversion, and migration, it is your responsibility to provide Tyler with readable conversion data and to review the converted data for accuracy and completeness. Tyler recommends that you conduct due diligence to ensure that your team delivers clean data, to make data validation efforts seamless resulting in a high -quality migration. Customization Client feedback is essential to Tyler and we value our clients time and effort to documenting suggestions. Every year the Munis product incorporates more than 1,000 specific functional enhancements. Your suggestions are the driving force behind these changes. While some modifications are determined and scheduled at the time of contract signing, more commonly, additional ideas and needs may become evident as users utilize the software during implementation and beyond. Tyler offers two options for clients to voice their product feedback: (a) client product suggestions, and (b) requests for quotes. Upgrades Upgrades occur periodically and are initiated by the client at any time via the Internet through a process called Live Update, making the process as convenient as possible for our clients. Patches and fixes are provided to the client through Live Update as well. Our evergreen development philosophy has been a strong differentiator that separates us from our competitors and provides a significant cost savings to our family of clients. Through evergreen, our clients receive the latest technology developments, releases, and updates without paying additional license fees — for the life of their Tyler product. While this has provided our clients with a return on investment that is unrivaled in our industry, the frequency and complexity of software releases can sometimes create a consumption gap for our clients. The gap exists when new features are released and, over time, users don't leam and apply these features to their work environments. EverGuide® is a Tyler -wide continuous improvement initiative to address the consumption gap. With EverGuide, our goal is to help our clients continue to grow and evolve their use of the functionality and enhancements of their Tyler product over time. Through our EverGuide initiative, we will: • Help clients better leverage product enhancements • Provide a workflow "maturity model" for clients to follow • Offer strategic planning services and training resources • Offer a client executive program to help clients build and implement a continuous • improvement plan • Provide domain expertise, with defined integration points and common support methodology Tyler applications use a combination of database constraints and robust application level business logic to ensure data integrity. Due to the integrated nature of Tyler applications, single "master records" are shared across multiple products. This ensures one data record is maintained across multiple applications, eliminating the need to "sync" or manually entering duplicate data in multiple areas. Most data entry involved choosing records from pre -defined tables maintained by application administrators rather than entering data free form. Tyler applications follow best practice database rules for transaction rollbacks. Any in-flight transactions that are interrupted between a begin work and commit work, will roll back to the previous commit. Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE Tyler Security Controls Tyler employs a full-time application security team dedicated to continuously reviewing and enhancing the security posture of Tyler's products. Tyler uses enterprise level dynamic and static security scanning tools as part of our software development life cycle. In addition to scanning tools, Tyler's application security team executes manual assessments on all products using a testing methodology based upon the OWASP Testing Framework. Application Security Controls In -transit application data is encrypted over HTTPS and at -rest data encrypted through storage array level encryption. Tyler applications require end -user authentication through Active Directory or application accounts, and employ a comprehensive Role Based Access Control (RBAC) security model. Integrated RBAC controls facilitate the management of application access through groups of permissions - roles - and assigning those roles to any number of users. This allows administrators to maintain access for multiple users who may share common responsibilities simultaneously rather than on an individual, user basis. Roles can be created and customized to offer an extremely flexible level of access control within each application suite. This includes product, module and menu item access (i.e. what programs can users open), functional access (i.e. what processes can users perform) and finally, record -based and, where available, field level access (i.e. what data can users see). Role permissions can also span multiple modules within each application providing easy administration for those individuals who may "wear multiple hats". If overlapping or conflicting permissions are applied to a user, the highest priority / least restrictive access is granted to that user. Once application roles are created, user accounts are added to the system, either manually or imported from Active Directory and roles are then assigned to a user, providing access to the system. All of this is done using easy -to -use, integrated applications, requiring very little technical expertise. Administrative Security Controls Tyler's Human Resource department follows standard recruitment, hiring, and termination processes. Every employee is subject to a background check prior to hire. Upon hire, all employees are required to sign an employee handbook acknowledgement, which includes security policies, and sign a confidentiality/non- disclosure agreement. All employees must complete and acknowledge corporate security awareness training annually. Tyler implements a role -based access control methodology to ensure only authorized people with a need for access are given it. To the extent Tyler users have access, Tyler employs a least -privileged access strategy, meaning that individuals are given and use only the least administrative rights possible to do the task at hand. Tyler compliments these strategies with controls and monitoring to ensure only those authorized users can access the systems allowed. Tyler SaaS Hosting Security Controls Tyler SaaS Hosting Operations employ best practice security controls and are subject to annual assurance audits. Audits include SOX -404 Financial and IT General Control conducted by an independent CPA firm, SOC 1 Type 2 and SOC 2 Type 2 conducted by an independent AICPA firm, and PCI Security Council PA-DSS and PCI- DSS validation for Tyler's payment and payment gateway applications. Physical Security Controls Using proximity key card entry systems and cameras, access to Tyler SaaS data centers is restricted to authorized personnel only. Data center entry attempts audited regularly by internal staff and extemal auditors. Tyler hosting services also include a dedicated Network Operations Center (NOC) for 24x7 monitoring of system utilization and network activity. Technical Security Controls Tyler SaaS employs a variety of industry -standard solutions for monitoring and intrusion detection and prevention. Firewalls include Intrusion Protection System (IPS) modules to detect and prevent intrusions. A variety of routine scans are performed regularly including vulnerability scans, anti-malware monitoring, extemal penetration tests, and static and dynamic security scanning. Tyler also leverages a third -party service for DDoS detection and mitigation. On -premises Hosting Tyler applications are based on industry standard technologies, supported in a variety Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53B16E1A-E395-497E-80EE-1B2CAC17DCOE of deployments. Tyler recommends any industry standard third -party backup solution to manage on -premises backups. Backup procedures can be customized to the clients' expectations of recovery and down time in the event of a disaster. Tyler Disaster Recovery Services for On -premises Hosting Tyler Disaster Recovery Services is an optional disaster recovery (DR) service for on - premises hosted clients provided by Tyler Technologies. This service ensures continued access to client hosted Tyler product data in the event of a natural or man- made disaster. Tyler Disaster Recovery Services takes nightly backups of your organization's Tyler product data and, in the event of a disaster declaration, works in conjunction with Tyler Hosting Services to create a temporary hosted environment that can be accessed remotely throughout the disaster event, minimizing lost operating time. Tyler SaaS Tyler maintains two primary datacenters for hosted customers. One is owned by Tyler, located in Yarmouth, ME, and the other is a coloration facility, DataBank, located in Dallas, TX in the old Federal Reserve Building, originally built to withstand a nuclear disaster. Tyler SaaS data centers are built around enterprise compute systems running virtualized Windows Server and SQL Server environments. Three Tiers of storage are utilized providing varying levels of performance resiliency. Firewalls, routers, and storage are all setup in a highly available configuration. Tyler data centers are serviced by multiple power providers and include backup power in the event of power loss from all power providers. Multiple intemet service providers are employed across multiple hub sources bandwidth is drawn from different hub locations and to mitigate the risk of a data center Internet outage. Data center servers, HVAC units, and smart devices on cabinet power strips all have the capabilities of notifying appropriate personnel of events such as power outages, server over -heating, humidity, and room temperature abnormalities. Full server snapshots are performed daily after normal business hours. Through the Tyler SaaS Cloud Admin Portal, clients can also create on -demand application database backups at any time. Clients can request data restored from backups as defined through application -specific retention policies. Data is replicated between each data center nightly using an enterprise backup solution through virtual infrastructure snapshots. Tyler employs a documented Disaster Recovery Plan which is tested annually, and backup restore tests are performed weekly. Guaranteed recovery point objective (RPO) and recovery time objective (RTO) are 24 hours with standard services. Business continuity options with lower RTO and RPO are available for an additional fee. 80 Describe your strategy related to implementation, integration and use of installation partners. Tyler utilizes its depth of implementation experience, working in tandem with our clients to put our methodology into practice. While each Project is unique, all will follow Tyler's six -stage methodology: Initiate and Plan, Assess and Define, Prepare Solution, Production Readiness, Production, and Close. Each of the six stages is comprised of multiple work packages, and each work package includes a narrative description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix. Tailored specifically for Tyler's public sector clients, the project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the project methodology repeats consistently across Phases, and is scaled to meet the Client's complexity and organizational needs. The methodology adapts to both single-phase and multiple -phase projects. To achieve Project success, it is imperative that both Client and Tyler commit to including the necessary leadership and governance. During each stage of the Project, it is expected that Client and Tyler Project teams work collaboratively to complete tasks. An underlying principle of Tyler's Implementation process is to employ an iterative model where Client's business processes are assessed, configured, validated, and refined cyclically in line with the project budget. The delivery approach is systematic, which reduces variability and mitigates risks to ensure Project success. As illustrated, some stages, along with work packages and tasks, are intended to be overlapping by nature to, efficiently and effectively complete the Project. Tyler has vetted third parties we partner with to enhance our client experience. Unless otherwise stated all installation and services are provided by Tyler staff. Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53816E1A-E395-497E-80EE-1B2CAC17DCOE 81 Identify any mobile applications available for your offered solutions, if applicable. Tyler provides web -based platform agnostic solutions, offering end -users with on -the -go access from virtually anywhere. Responsive web applications automatically orient screen layout for optimal user experience, whether accessed from a desktop monitor or mobile device. Tyler also offers a variety of native mobile apps to better leverage device resources such as GPS or camera and integrated store -and -forward functionality allow using apps without a data connection and automatically syncs when back online. Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." • Financial Strength and Stability - Tyler Technologies - 2019 Annual Report.pdf - Thursday September 03, 2020 13:58:23 • Marketing Plan/Samples - Tyler Technologies Product Brochures.pdf - Thursday September 03, 2020 15:09:07 • WMBE/MBE/SBE or Related Certificates - Enterprise_Group_Form_Contract_-_3Q19.pdf - Thursday September 03, 2020 15:21:18 • Warranty Information - Enterprise_Group_Form_Contract__SAAS_ _4Q19.pdf - Thursday September 03, 2020 15:21:25 • Pricing - Tyler Technologies _Sourcewell Pricing_Discount Summary.pdf - Thursday September 03, 2020 15:10:41 • Additional Document - 2020 NWPS Pricebook Revision 1 081720.pdf - Thursday September 03, 2020 15:12:07 Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53816E1A-E395-497E-80EE-1B2CAC17DCOE Proposer's Affidavit PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance: 1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence. 2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award. 3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation. 4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired. 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract. 7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract. 8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and related services to Sourcewell Members under an awarded Contract. 9, The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act. 11. Proposer its employees, agents, and subcontractors are not: a. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf; b. Included on the government -wide exclusions lists in the United States System for Award Management found at: https://www.sam.gov/portal/3; or c. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated Bid Number: RFP 090320 Vendor Name: Tyler Technologies DocuSign Envelope ID: 53816E1A-E395-497E-80EE-1B2CAC17DCOE by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. r By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Andrea Fravert, Director of Legal Affairs, Tyler Technologies The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes a No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda. File Name Addendum_7_Public Sector_Admin_Software_REP_090320 Thu August 20 2020 03:52 PM Addendum_6_Public_Sector_Admin_Software_REP_090320 Mon August 17 2020 07:56 AM Addendum_5_Public_Sector_Admin_Software_RFP_090320 Mon August 10 2020 02:35 PM Addendum_4_Public_Sector_Admin_Software_RFP_090320 Thu August 6 2020 10:34 AM Addendum_3_Public_Sector_Admin_Software_RFP_090320 Thu July 30 2020 03:38 PM Addendum _2_ Public _Sector_Admin_Software_RFP_090320 Thu July 23 2020 12:34 PM Addendum_1_Public_Sector_Admin_Software_REP_090320 Fri July 17 2020 09:18 AM I have reviewed the below addendum and attachments (if applicable) Pages 4 17 2 r 1 r 2 3 1 1 Bid Number: RFP 090320 Vendor Name: Tyler Technologies City of Opa-Locka, FL SOW from Tyler Technologies, Inc. 4/28/2022 Presented to: City of Opa-Locka, FL 3400 NW 135th St. Opa-Locka, FL 33054-4708 Contact: Becky Terry, PMP Email: Becky.Terry@TylerTech.com One Tyler Drive Yarmouth, ME 04096 Table of Contents PART 1: EXECUTIVE SUMMARY 1 1. Project Overview 1 1.1 Introduction 1 1.2 Project Goals 1 1.3 Methodology 1 PART 2: PROJECT FOUNDATION 3 2. Project Governance 3 3. Project Scope Control 4 3.1 Managing Scope and Project Change 4 3.2 Change Control 4 3.3 Change Request Management 4 4. Acceptance Process 6 5. Roles and Responsibilities 6 5.1 Tyler Roles & Responsibilities 6 5.1.1 Tyler Executive Manager 7 5.1.2 Tyler Implementation Manager 7 5.1.3 Tyler Project Manager 7 5.1.4 Tyler Implementation Consultant 8 5.1.5 Tyler Sales 8 5.1.6 Tyler Technical Services 8 5.2 City Roles & Responsibilities 9 5.2.1 City Executive Sponsor 9 5.2.2 City Steering Committee 9 5.2.3 City Project Manager 9 5.2.4 City Functional Leads 11 5.2.5 City Power Users 11 5.2.6 City End Users 12 5.2.7 City Technical Lead 12 5.2.8 City Change Management Lead 13 PART 3: PROJECT PLAN 14 6. Project Stages 14 6.1 Initiate and Plan 15 6.1.1 Initial Coordination 15 6.1.2 Project/Phase Planning 16 6.1,3 Infrastructure Planning 17 City of Opa-Locka Tyler Technologies, Inc. 6.1.4 Stakeholder Meeting 18 6.1,5 GIS Preparation 19 6.1.6 Control Point 1: Initiate & Plan Stage Acceptance 20 6.2 Assess & Define 20 6.2.1 Solution Orientation 20 6.2.2 Current & Future State Analysis 21 6.2.3 Conversion Assessment 22 6.2.4 Intentionally left blank, 23 6.2.5 Intentionally left blank. 23 6.2.6 Control Point 2: Assess & Define Stage Acceptance 23 6.3 Prepare Solution 24 6.3.1 Initial System Deployment 24 6.3.2 Configuration 25 6.3.3 Process Refinement 26 6.3.4 Conversion Delivery 27 6.3.5 Intentionally left blank. 29 6.3.6 Intentionally left blank. 29 6.3.7 Control Point 3: Prepare Solution Stage Acceptance 29 6.4 Production Readiness 30 6.4.1 Solution Validation 30 6.4.2 Go -Live Readiness 31 6.4.3 End User Training 32 6.4.4 Control Point 4: Production Readiness Stage Acceptance 33 6.5 Production 33 6.5.1 Go -Live 33 6.5.2 Transition to Client Services 35 6.5.3 Post Go -Live Activities 35 6.5.4 Control Point 5: Production Stage Acceptance 36 6.6 Close 37 6.6.1 Phase Closeout 37 6.6.2 Project Closeout 38 6.6.3 Control Point 6: Close Stage Acceptance 39 7. General Assumptions 39 7.1 Project 39 7.2 Organizational Change Management 40 7.3 Resources and Scheduling 40 7.4 Data 40 7.5 Facilities 41 8. Glossary 42 PART 4: APPENDICES 45 9. Conversion 45 9.1 Enterprise Permitting & Licensing Conversion Summary 45 City of Opa-Locko Tyler Technologies, Inc. 9.1.1 Community Development 45 9.1.2 Business Management 45 9.2 Enterprise ERP Conversion Summary 46 9.2.1 Accounting COA 46 9.2.2 Accounting - Actuals 46 9.2.3 Accounting - Budgets 46 9.2.4 Accounts Payable Master 46 9.2.5 Accounts Payable - Checks 47 9.2.6 Accounts Payable - Invoices 47 9.2.7 Capital Assets Master 47 9.2.8 General Billing CID 47 9.2.9 General Billing — Recurring Invoices 47 9.2.10 General Billing — Bills 47 9.2.11 Project Grant Accounting 47 9.2.12 Project Grant Accounting - Actuals 47 9.2.13 Project Grant Accounting — Budget 47 9.2.14 Purchase Orders 48 9.2.15 Payroll 48 9.2.16 Payroll - Deductions 48 9.2.17 Payroll —Accrual Balances 48 9.2.18 Payroll — Accumulators 48 9.2.19 Payroll — Check History 48 9.2.20 Payroll — State Retirement Tables 48 10. Additional Appendices 49 10.1 Enterprise Permitting & Licensing Definitions 49 10.1.1 "Template Business Transactions" 49 10.1.2 "Unique Business Transactions" 49 10.1.3 "Geo-Rules" 49 10.1.4 "Automation Events" 50 10.1.5 "Enterprise Permitting & Licensing SDK/API (Toolkits)" 50 10.2 Koa Hills Services 50 11. Project Timeline 54 11.1 ERP Project Timeline 54 11.2 Data & Insights Project Plan 56 11.3 My Civic Timeline 56 11.4 Intentionally left blank. 57 City of Opa-Locka Tyler Technologies, Inc. Part 1: Executive Summary 1. Project Overview "L, "L Introduction Tyler Technologies ("Tyler") is the largest and most established provider of integrated software and technology services focused solely on the public sector. Tyler's end -to -end solutions empower public sector entities including local, state, provincial and federal government, to operate more efficiently and connect more transparently with their constituents and with each other. By connecting data and processes across disparate systems, Tyler's solutions transform how clients gain actionable insights that solve problems in their communities. 1.2 Project Goals This Statement of Work ("SOW") documents the methodology, implementation stages, activities, and roles and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler and the City (collectively the "Project"). The overall goals of the project are to: ■ Successfully implement the contracted scope on time and on budget ■ Increase operational efficiencies and empower users to be more productive ■ Improve accessibility and responsiveness to external and internal customer needs ■ Overcome current challenges and meet future goals ■ Eliminate redundant data entry ■ Provide a user-friendly user interface to promote system use and productivity ■ Streamline business processes through automation, integration, and workflows ■ Provide a single, comprehensive, and integrated solution to manage business functions 1.3 Methodology This is accomplished by the City and Tyler working as a partnership and Tyler utilizing its depth of implementation experience. While each Project is unique, all will follow Tyler's six -stage methodology. Each of the six stages is comprised of multiple work packages, and each work package includes a narrative description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix. Tailored specifically for Tyler's public sector clients, the project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the project methodology repeats consistently across Phases, and is scaled to meet the City's complexity and organizational needs. City of Opa-Locxa Tyler Technologies, Inc. PGge TYLER PROIEC7 MAMADEMENT Tyler's Six Stage Project Methodology INITIATE & ASSESS I PRIME PRODUCTION PRODUCTION CLOSE PLAN DEFINE SOIIITION READINESS GOVERNANCE 4 tortuous Impraremeel TYLER CLIENT SERVICES The methodology adapts to both single-phase and multiple -phase projects. To achieve Project success, it is imperative that both the City and Tyler commit to including the necessary leadership and governance. During each stage of the Project, it is expected that the City and Tyler Project teams work collaboratively to complete tasks. An underlying principle of Tyler's Implementation process is to employ an iterative model where the City's business processes are assessed, configured, validated, and refined cyclically in line with the project budget. This approach is used in multiple stages and work packages as illustrated in the graphic below. Iterative Project Model The delivery approach is systematic, which reduces variability and mitigates risks to ensure Project success. As illustrated, some stages, along with work packages and tasks, are intended to be overlapping by nature to complete the Project efficiently and effectively. City of Opa-Locka Tyler Technologies, inc. Page 2 Part 2: Project Foundation 2. Project Governance Project governance is the management framework within which Project decisions are made. The role of Project governance is to provide a decision -making approach that is logical, robust, and repeatable. This allows organizations to have a structured approach for conducting its daily business in addition to project related activities. This section outlines the resources required to meet the business needs, objectives, and priorities for the Project, communicate the goals to other Project participants, and provide support and guidance to accomplish these goals. Project governance defines the structure for escalation of issues and risks, Change Control review and authority, and Organizational Change Management activities. Throughout the Statement of Work Tyler has provided RACI Matrices for activities to be completed throughout the implementation which will further outline responsibilities of different roles in each stage. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage. The chart below illustrates an overall team perspective where Tyler and the City collaborate to resolve Project challenges according to defined escalation paths. If project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and the 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. Project Governance Relationships CLIENT LEADERSHIP EXECUTIVE SPONSOR Champions the project, secures buy -in, provides oversight and ultimate decision -making A STEERING COMMITTEE Monitors progress, goals and objectives PROJECT MANAGER Oversees project schedule and tasks TYLER LEADERSHIP EXECUTIVE SPONSOR Provides oversight and ultimate decision -making IMPLEMENTATION MANAGER Monitors progress PROJECT MANAGER Oversees project schedule and tasks City of Opa-Locko Tyler Technologies, Inc. Page , 3 3. Project Scope Control 3.1 Managing Scope and Project Change Project Management governance principles contend that there are three connected constraints on a Project: budget, timeline, and scope. These constraints, known as the "triple constraints" or project management triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the work performed to deliver a product, service or result with the specified features and functions, while time is simply defined as the schedule. The Triple Constraint theory states that if you change one side of the triangle, the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased, cost and time to complete will also need to increase. The Project and executive teams will need to remain cognizant of these constraints when making impactful decisions to the Project. A simple illustration of this triangle is included here, showing the connection of each item and their relational impact to the overall Scope. Project Management Triangle A pillar of any successful project is the ability to properly manage scope while allowing the appropriate level of flexibility to incorporate approved changes. Scope and changes within the project will be managed using the change control process outlined in the following section. 3.2 Change Control It may become necessary to change the scope of this Project due to unforeseeable circumstances (e.g., new constraints or opportunities are discovered). This Project is being undertaken with the understanding that Project scope, schedule, and/or cost may need to change to produce optimal results for stakeholders. Changes to contractual requirements will follow the change control process specified in the final contract, and as described below. 3.3 Change Request Management Should the need for a change to Project scope, schedule, and/or cost be identified during the Project, the change will be brought to the attention of the Steering Committee and an assessment of the change will occur. While such changes may result in additional costs and delays relative to the schedule, some changes may result in less cost to the City; for example, the City may decide it no longer needs a deliverable originally defined in the Project. The Change Request will include the following information: City of Opa-Locka Tyler Technologies, Inc. Page ! 4 • The nature of the change. ■ A good faith estimate of the additional cost or associated savings to the City, if any. • The timetable for implementing the change. • The effect on and/or risk to the schedule, resource needs or resource responsibilities. The City will use its good faith efforts to either approve or disapprove any Change Request within ten (10) Business Days (or other period as mutually agreeable between Tyler and the City). Any changes to the Project scope, budget, or timeline must be documented and approved in writing using a Change Request form. These changes constitute a formal amendment to the Statement of Work and will supersede any conflicting term in the Statement of Work. Change Request Process NEED SCOPE DETAILS CHANGES SCHEDULE CLIENT IDENTIFIES NEED/ DESIRE FOR CHANGE City of Opa-Locko ryler Technologic>_ TYLER ASSESSES; DETERMINES OUT OF SCOPE CLIENT DETAILS NEED IN CHANGE REQUEST FORM IF [iLEH AGREES WITH THE REQUEST If Tyler Agrees with Request. Estimate provided to client. otherwise reason for denial provided CLIENT AUTHORIZES SCHEDULE ADJUSTED TO OR DECLINES THE ACCOMMODATE THE CHANGE CHANGE IF NECESSARY Including addition of new tasks that resuT from the change 4. Acceptance Process The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success of the Project that each City office or department designates specific individuals for making decisions on behalf of their offices or departments. Both Tyler and the City will identify representative project managers. These individuals will represent the interests of all stakeholders and serve as the primary contacts between the two organizations. The coordination of gaining City feedback and approval on Project deliverables will be critical to the success of the Project. The City project manager will strive to gain deliverable and decision approvals from all authorized City representatives. Given that the designated decision -maker for each department may not always be available, there must be a designated proxy for each decision point in the Project. Assignment of each proxy will be the responsibility of the leadership from each City department. The proxies will be named individuals that have the authorization to make decisions on behalf of their department. The following process will be used for accepting Deliverables and Control Points: ■ The City shall have five (5) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept each Deliverable or Control Point. If the City does not provide acceptance or acknowledgement within five (5) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted. ■ If the City does not agree the Deliverable or Control Point meets requirements, the City shall notify Tyler project manager(s), in writing, with reasoning within five (5) business days, or the otherwise agreed -upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable. ■ Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City shall then have two (2) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the City does not provide acceptance within two (2) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted. 5 Roles and Responsibilities The following defines the roles and responsibilities of each Project resource for the City and Tyler. Roles and responsibilities may not follow the organizational chart or position descriptions at the City, but are roles defined within the Project. It is common for individual resources on both the Tyler and City project teams to fill multiple roles. Similarly, it is common for some roles to be filled by multiple people. 5.1 Tyler Roles & Responsibilities Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one Phase in duration). Additional Tyler resources are assigned as the schedule develops and as needs arise. City of Opa-Locka Tyler Technologies, Inc. Page 5.1.1 Tyler Executive Manager Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process. This team member offers additional support to the Project team and collaborates with other Tyler department managers as needed to escalate and facilitate implementation Project tasks and decisions. ■ Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying the 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. • Acts as the counterpart to the City 's executive sponsor. 5.1.2 Tyler Implementation Manager • Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. The Tyler project managers consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler Project Manager or with City management as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level. • Assigns Tyler Project personnel. • Provides support for the Project team. • Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources. • Monitors Project progress including progress towards agreed upon goals and objectives. 5.1.3 Tyler Project Manager • The Tyler project manager(s) provides oversight of the Project, coordination of Tyler resources between departments, management of the Project budget and schedule, effective risk, and issue management, and is the primary point of contact for all Project related items. As requested by the City, the Tyler Project Manager provides regular updates to the City Steering Committee and other Tyler governance members. Tyler Project Manager's role includes responsibilities in the following areas: 5.1.3.1 Contract Management • Validates contract compliance throughout the Project. • Ensures Deliverables meet contract requirements. • Acts as primary point of contact for all contract and invoicing questions. • Prepares and presents contract milestone signoffs for acceptance by the City project manager(s). ■ Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance. 5.1.3.2 Planning • Delivers project planning documents. • Defines Project tasks and resource requirements. • Develops initial Project schedule and Project Management Plan. • Collaborates with the City project manager(s) to plan and schedule Project timelines to achieve on - time implementation. City of Opa-Locka Tyler Technologies, Inc. Page 5.1.3.3 Implementation Management • Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. • Establishes and manages a schedule and Tyler resources that properly support the Project Schedule and are also in balance with Scope/budget. • Establishes risk/issue tracking/reporting process between the City and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to the City any items that may impact the outcomes of the Project. • Collaborates with the City's project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the project. ■ Collaborates with the City's project manager(s) to set a routine communication plan that will aide all Project team members, of both the City and Tyler, in understanding the goals, objectives, status, and health of the Project. 5.1.3.4 Resource Management • Acts as liaison between Project team and Tyler manager(s). • Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing. • Provides direction and support to Project team. ■ Manages the appropriate assignment and timely completion of tasks as defined in the Project Schedule, task list, and Go -Live Checklist. ■ Assesses team performance and adjusts as necessary. • Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks. 5.1.4 Tyler Implementation Consultant • Completes tasks as assigned by the Tyler project manager(s). • Documents activities for services performed by Tyler. • Guides the City through software validation process following configuration. • Assists during Go -Live process and provides support until the City transitions to Client Services. • Facilitates training sessions and discussions with the City and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time. • May provide conversion review and error resolution assistance. 5.1.5 Tyler Sales • Supports Sales to Implementation knowledge transfer during Initiate & Plan. • Provides historical information, as needed, throughout implementation. • Participates in pricing activities if additional licensing and/or services are needed. 5.1.6 Tyler Technical Services • Maintains Tyler infrastructure requirements and design document(s). • Involved in system infrastructure planning/review(s). • Provides first installation of licensed software with initial database on servers. • Supports and assists the project team with technical/environmental issues/needs. ■ Deploys Tyler products. City of Opa-Locko Tyler Technologies, Inc. Rose • Conducts GIS Planning. • Reviews GIS data and provides feedback to the City. • Loads City provided GIS data into the system. 5.2 City Roles & Responsibilities City resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles. 5.2.1 City Executive Sponsor The City executive sponsor provides support to the Project by providing strategic direction and communicating key issues about the Project and its overall importance to the organization. When called upon, the executive sponsor also acts as the final authority on all escalated Project issues. The executive sponsor engages in the Project, as needed, to provide necessary support, oversight, guidance, and escalation, but does not participate in day-to-day Project activities. The executive sponsor empowers the City steering committee, project manager(s), and functional leads to make critical business decisions for the City. • Champions the project at the executive level to secure buy -in. • Authorizes required project resources. • Actively participates in organizational change communications. 5.2.2 City Steering Committee The City steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation for the Project's value throughout the organization. The steering committee oversees the City project manager and Project through participation in regular internal meetings. The City steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The City steering committee also serves as primary level of issue resolution for the Project. • Works to resolve all decisions and/or issues not resolved at the project manager level as part of the escalation process. • Attends all scheduled steering committee meetings. • Provides support for the project team. • Assists with communicating key project messages throughout the organization. • Prioritizes the project within the organization. • Ensures the project staffed appropriately and that staff have necessary resources. • Monitors project progress including progress towards agreed upon goals and objectives. • Has the authority to approve or deny changes impacting the following areas: o Cost o Scope o Schedule o Project Goals o City Policies o Needs of other client projects 5.2.3 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. The City Project City of Opa-loc<a Tyler Technologies, Inc. Page Manager should communicate 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 necessary resources to participate in discussions and make decisions in a timely fashion to avoid Project delays. The City project manager(s) are responsible for reporting to the City steering committee and determining appropriate escalation points. 5.2.3.1 Contract Management ■ Validates contract compliance throughout the project. ■ Ensures that invoicing and Deliverables meet contract requirements. • Acts as primary point of contact for all contract and invoicing questions. Collaborates on and approves Change Requests, if needed, to ensure proper scope and budgetary compliance. 5.2.3.2 Planning ■ Reviews and accepts project planning documents. ■ Defines project tasks and resource requirements for the City project team. ■ Collaborates in the development and approval of the project schedule. • Collaborates with Tyler project manager(s) to plan and schedule project timelines to achieve on -time implementation. 5.2.3.3 Implementation Management ■ Tightly manages project budget and scope. ■ Collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure that scope changes and budget (planned versus actual) are transparent and handled effectively and efficiently. ■ Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the project schedule as a whole and is also in balance with scope and budget. • Collaborates with Tyler project manager(s) to establish risk and issue tracking and reporting process between the City and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to Tyler any items that may impact the outcomes of the project. ■ Collaborates with Tyler project manager(s) to establish key business drivers and success indicators that will help to govern project activities and key decisions to ensure a quality outcome of the project. ■ Routinely communicates with both the City staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the project by all team members. • Manages the requirements gathering process and ensure timely and quality business requirements are being provided to Tyler. 5.2.3.4 Resource Management • Acts as liaison between project team and stakeholders. • Identifies and coordinates all City resources across all modules, phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices. • Provides direction and support to project team. ■ Builds partnerships among the various stakeholders, negotiating authority to move the project forward. • Manages the appropriate assignment and timely completion of tasks as defined. • Assesses team performance and takes corrective action, if needed. City of Opa-Locka Tyler Technologies, Inc. 1 • Provides guidance to City technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution. • Owns the relationship with in -Scope 3rd party providers and aligns activities with ongoing project tasks. ■ Ensures that users have appropriate access to Tyler project toolsets as required. ■ Conducts training on proper use of toolsets. • Validates completion of required assignments using toolsets. 5.2.4 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. • Contributes business process expertise for Current & Future State Analysis. • Identifies and includes additional subject matter experts to participate in Current & Future State Analysis. • Validates that necessary skills have been retained by end users. • Provides End Users with dedicated time to complete required homework tasks. • Acts as an ambassador/champion of change for the new process and provide business process change support. • Identifies and communicates any additional training needs or scheduling conflicts to the City project manager. ■ Actively participates in all aspects of the implementation, including, but not limited to, the following key activities: o Task completion o Stakeholder Meeting o Project Management Plan development o Schedule development o Maintenance and monitoring of risk register o Escalation of issues o Communication with Tyler project team o Coordination of City resources o Attendance at scheduled sessions o Change management activities o Modification specification, demonstrations, testing and approval assistance o Data analysis assistance o Decentralized end user training o Process testing o Solution Validation 5.2.5 City Power Users ■ Participate in project activities as required by the project team and project manager(s). • Provide subject matter expertise on the City business processes and requirements. • Act as subject matter experts and attend Current & Future State Analysis sessions as needed. • Attend all scheduled training sessions. • Participate in all required post -training processes as needed throughout project. • Test all application configuration to ensure it satisfies business process requirements. • Become application experts. • Participate in Solution Validation. City of Opa-Locka Tyler Technologies, Inc. • Adopt and support changed procedures. • Complete all deliverables by the due dates defined in the project schedule. • Demonstrate competency with Tyler products processing prior to Go -live. • Provide knowledge transfer to the City staff during and after implementation. • Participate in conversion review and validation. 5.2.6 City End Users • Attend all scheduled training sessions. • Become proficient in application functions related to job duties. • Adopt and utilize changed procedures. • Complete all deliverables by the due dates defined in the project schedule. • Utilize software to perform job functions at and beyond Go -live. 5.2.7 City Technical Lead • Coordinates updates and releases with Tyler as needed. • Coordinates the copying of source databases to training/testing databases as needed for training days. • Coordinates and adds new users, printers and other peripherals as needed. • Validates that all users understand log -on process and have necessary permission for all training sessions. • Coordinates interface development for City third party interfaces. • Develops or assists in creating reports as needed. • Ensures on -site system meets specifications provided by Tyler. • Assists with software installation as needed. • Extracts and transmits conversion data and control reports from the City's legacy system per the conversion schedule set forth in the project schedule. 5.2.7.1 City GIS • Participates in GIS planning activities. • Responsible for management and maintenance of City GIS infrastructure and data. • Ensures GIS data/service endpoints are in alignment with Tyler software requirements. • Provides Tyler implementation team with GIS data/service access information. 5.2.7.2 City Upgrade Coordination • Becomes familiar with the software upgrade process and required steps. • Becomes familiar with Tyler's releases and updates. • Utilizes Tyler resources to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the City's software upgrade process. • Assists with the software upgrade process during implementation. • Manages software upgrade activities post -implementation. • Manages software upgrade plan activities. • Coordinates software upgrade plan activities with City and Tyler resources. • Communicates changes affecting users and department stakeholders. • Obtains department stakeholder acceptance to upgrade production environment. City of Opa-Locka Tyler Technologies, Inc Page ; 12 5.2.8 City Change Management Lead ■ Validates that users receive timely and thorough communication regarding process changes. ■ Provides coaching to supervisors to prepare them to support users through the project changes. ■ Identifies the impact areas resulting from project activities and develops a plan to address them proactively. ■ Identifies areas of resistance and develops a plan to reinforce the change. ■ Monitors post -production performance and new process adherence. City of Opa-Locko Tyler Technologies, Inc. Page / 1 Part 3: Project Plan 6. Project Stages Work Breakdown Structure The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into smaller, more manageable components. The top-level components are called "Stages" and the second level components are called "Work Packages". The work packages, shown below each stage, contain the high-level work to be done. The detailed Project Schedule, developed during Project/Phase Planning and finalized during subsequent stages, lists the tasks to be completed within each work package. Each stage ends with a "Control Point", confirming the work performed during that stage of the Project has been accepted by the City. Work Breakdown Structure (WBS) I•&PLANE 1.1 Initial Coordination 1.2 Project/Phase Planning 1.3 Infrastructure Planning 1.4 Stakeholder Planning 1.5 GIS Planning ASSESS & 2• DEFINE S; i 3PREPARE . SOLUTION 4. READ NESS PRODUCTION nn. 5. PRODUCTION 6. CLOSE *Items noted with an asterisk in the graphic above relate to specific products and services. If those products and services are not included in the scope of the contract, these specific work packages will be noted as "Intentionally Left Blank" in Section 6 of the Statement of Work. City of Opa-Locka Tyler Technologies, Inc. Page ; 14 6.1 Initiate and Plan The Initiate and Plan stage involves Project initiation, infrastructure, and planning. This stage creates a foundation for the Project by identifying and establishing sequence and timing for each Phase as well as verifying scope for the Project. This stage will be conducted at the onset of the Project, with a few unique items being repeated for the additional Phases as needed. 6.1.1 Initial Coordination Prior to Project commencement, Tyler management assigns project manager(s). Additional Project resources will be assigned later in the Project as a Project schedule is developed. Tyler provides the City with initial Project documents used to gather names of key personnel, their functional role as it pertains to the Project, as well as any blackout dates to consider for future planning. the City gathers the information requested by the provided deadline ensuring preliminary planning and scheduling can be conducted moving the Project forward in a timely fashion. Internally, the Tyler Project Manager(s) coordinate with sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with the City's team. During this step, Tyler will work with the City to establish the date(s) for the Project and Phase Planning session. Objectives: ■ Formally launch the project. ■ Establish project governance. ■ Define and communicate governance for Tyler. ■ Identify City project team. STAGE 1 Initial Coordination Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed [Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Tyler project team is assigned AR CI I I I I I City project team is assigned A I R I I I Provide initial project documents to the City A R C C I I Gather preliminary information requested I A R C C C C Sales to implementation knowledge transfer A R I I I I I Create Project Portal to store project artifacts and facilitate communication A R I City of Opa-Locka Tyler Technologies, Inc. Inputs Contract documents Statement of Work Outputs/Deliverables Completed initial project documents Project portal Work package assumptions: ■ Project activities begin after the agreement has been fully executed. 6.1.2 Project/Phase Planning Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify applications to implement in each Phase (if applicable), and discuss implementation timeframes. During this work package Tyler will work with the City to coordinate and plan a formal Project planning meeting(s). This meeting signifies the start of the Project and should be attended by all City Project team members and the Tyler Project Manager. The meeting provides an opportunity for Tyler to introduce its implementation methodology, terminology, and Project management best practices to the City's Project Team. This will also present an opportunity for project managers and Project sponsors to begin to discuss Project communication, metrics, status reporting and tools to be used to measure Project progress and manage change. Tyler will work with the City Project Team to prepare and deliver the Project Management Plan as an output of the planning meeting. This plan will continue to evolve and grow as the Project progresses and will describe how the project will be executed, monitored, and controlled. During project planning, Tyler will introduce the tools that will be used throughout the implementation. Tyler will familiarize the City with these tools during project planning and make them available for review and maintenance as applicable throughout the project. Some examples are Solution validation plan, issue log, and go -live checklist. STAGE 1 Project/Phase Planning Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Schedule and conduct planning session(s) A R I C C I City of Opa-Locka Tyler Technologies, Inc. Develop Project Management Plan Develop initial project schedule A R C C A R C C C Inputs Contract documents Statement of Work Guide to Starting Your Project Outputs / Deliverables Acceptance Criteria [only] for Deliverables Project Management Plan Delivery of document Project Operational Plan Delivery of document Initial Project Schedule City provides acceptance of schedule based on resource availability, project budget, and goals. Work package assumptions: ■ City has reviewed and completed the Guide to Starting Your Project document. 6.1.3 Infrastructure Planning Procuring required hardware and setting it up properly is a critical part of a successful implementation. This task is especially important for Tyler-hosted/SaaS deployment models. Tyler will be responsible for building the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement. Tyler will install Licensed Software on application server(s) or train the City to install License Software. The City is responsible for the installation and setup of all peripheral devices. Objectives: • Ensure the City's infrastructure meets Tyler's application requirements. • Ensure the City's infrastructure is scheduled to be in place and available for use on time. STAGE 1 Infrastructure Planning Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts Department Heads End Users Technical Leads Provide Infrastructure Requirements and Design Document A R C C I I Initial Infrastructure Meeting A R C C C C City of Opa-Locko Tyler Technologies, Inc. *Schedule SaaS Environment Availability A R C I *Schedule Hardware to be Available for Installation I I A R C Schedule Installation of All Licensed Software A R C I I Infrastructure Audit A R C 1 C Inputs 1. Initial Infrastructure Requirements and Design Document Outputs / Deliverables Acceptance Criteria [only] for Deliverables 1. Completed Infrastructure Requirements and Design Document Delivery of Document 2. Infrastructure Audit System Passes Audit Criteria 6.1.4 Stakeholder Meeting Communication of the Project planning outcomes to the City Project team, executives and other key stakeholders is vital to Project success. The Stakeholder meeting is a strategic activity to inform, engage, gain commitment, and instill confidence in the City team. During the meeting, the goals and objectives of the Project will be reviewed along with detail on Project scope, implementation methodology, roles and responsibilities, Project timeline and schedule, and keys to Project success. Objectives: ■ Formally present and communicate the project activities and timeline. ■ Communicate project expectations. STAGE 1 Stakeholder Meeting Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed , Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Create Stakeholder Meeting Presentation 1 A R 1 1 I 1 C I Review Stakeholder Meeting Presentation 1 C A R C Perform Stakeholder Meeting Presentation I A R I I1 City of Opa-locka Tyler Technologies, Inc Inputs Agreement SOW Project Management Plan Outputs / Deliverables Acceptance Criteria [only] for Deliverables Stakeholder Meeting Presentation Work package assumptions: • None 6.1.5 GIS Preparation GIS data is a core part of many Tyler applications. Other City offices/products may also use this data and have different GIS requirements. A key focus of this preparation will be the process for developing the GIS data for use with Tyler applications. This can be an iterative process, so it is important to begin preparation early. Objectives: • Identify all City GIS data sources and formats. • Tyler to understand the City's GIS needs and practices. • Ensure the City's GIS data meets Tyler product requirements. STAGE 1 GIS Preparation Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Initial GIS Planning Meeting A R C C C Determine all GIS Data Sources I I A R C Provide Source GIS Data I I A R C Review GIS Data and Provide Feedback A R C I C Inputs GIS Requirements Document Outputs / Deliverables Acceptance Criteria [only] for Deliverables Production Ready Map Data Meets Tyler GIS Requirements. City of Opa-Locka Tyler Technologies, Inc. Page ! 19 Work package assumptions: ■ GIS data provided to Tyler is accurate and complete. ■ GIS data provided to Tyler is current. ■ City is responsible for maintaining the GIS data. 6.1.6 Control Point 1: Initiate & Plan Stage Acceptance Acceptance criteria for this stage includes completion of all criteria listed below. Note: Advancement to the Assess & Define stage is not dependent upon Tyler's receipt of this stage acceptance. Initiate & Plan Stage Deliverables: ■ Project Management Plan ■ Initial Project Schedule Initiate & Plan stage acceptance criteria: ■ All stage deliverables accepted based on acceptance criteria previously defined ■ Project governance defined ■ Project portal made available to the City ■ Stakeholder meeting complete ■ GIS Data Production Ready ■ Completed Infrastructure Requirements and Design Document ■ System Passes Infrastructure Audit (as applicable) 6.2 Assess & Define The Assess & Define stage will provide an opportunity to gather information related to current City business processes. This information will be used to identify and define business processes utilized with Tyler software. The City collaborates with Tyler providing complete and accurate information to Tyler staff and assisting in analysis, understanding current workflows and business processes. 6.2.1 Solution Orientation The Solution Orientation provides the Project stakeholders a high-level understanding of the solution functionality prior to beginning the current and future state analysis. The primary goal is to establish a foundation for upcoming conversations regarding the design and configuration of the solution. Tyler utilizes a variety of tools for the Solution Orientation, focusing on City team knowledge transfer such as: eLearning, documentation, or walkthroughs. The City team will gain a better understanding of the major processes and focus on data flow, the connection between configuration options and outcome, integration, and terminology that may be unique to Tyler's solution. Objectives: ■ Provide a basic understanding of system functionality. ■ Prepare the City for current and future state analysis. City of Opa-Locka Tyler Technologies, Inc. Page ; 20 STAGE 2 Solution Orientation Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Provide pre -requisites A R I I I I I Complete pre -requisites A R C C Conduct orientation A R I I I I I Inputs Solution orientation materials Training Plan 6.2.2 Current & Future State Analysis The Current & Future State Analysis provides the Project stakeholders and Tyler an understanding of process changes that will be achieved with the new system. The City and Tyler will evaluate current state processes, options within the new software, pros and cons of each based on current or desired state and make decisions about the future state configuration and processing. This may occur before or within the same timeframe as the configuration work package. The options within the new software will be limited to the scope of this implementation and will make use of standard Tyler functionality. The City will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk from over customization of Tyler products. It is the City's responsibility to verify that in -scope requirements are being met throughout the implementation if functional requirements are defined as part of the contract. The following guidelines will be followed when evaluating if a modification to the product is required: ■ A reasonable business process change is available. ■ Functionality exists which satisfies the requirement. ■ Configuration of the application satisfies the requirement. ■ An in -scope modification satisfies the requirement. Requirements that are not met will follow the agreed upon change control process and can have impacts on the project schedule, scope, budget, and resource availability. STAGE 2 Current & Future State Analysis Tyler City City of Opa-Locka Tyler Technologies, Inc. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services (Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Current State process review AR I I I C C C C C Discuss future -state options A R C C C C C C C C Make future -state decisions (non -COTS) C C C C C AR I C C Document anticipated configuration options required to support future state A R C 1 1 1 1 I Inputs City current state documentation Solution Orientation completion Outputs / Deliverables Acceptance Criteria [only] for Deliverables Documentation that describes future -state decisions and configuration options to support future -state decisions. Delivery of document Work package assumptions: ■ City attendees possess sufficient knowledge and authority to make future state decisions. ■ The City is responsible for any documentation of current state business processes. ■ The City can effectively communicate current state processes. 6.2.3 Conversion Assessment Data Conversions are a major effort in any software implementation. Tyler's conversion tools facilitate the predictable, repeatable conversion process that is necessary to support a successful transition to the Tyler system. The first step in this process is to perform an assessment of the existing ("legacy") system(s), to better understand the source data, risks, and options available. Once the data has been analyzed, the plan for data conversion is completed and communicated to the appropriate stakeholders. Objectives: ■ Communicate a common understanding of the project goals with respect to data. ■ Ensure complete and accurate source data is available for review/transfer. ■ Map the data from the source to the Tyler system. ■ Document the data conversion/loading approach. City of Opa-Locka Tyler Technologies, Inc Page STAGE 2 Data Conversion Assessment Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Extract Data from Source Systems I C A R Review and Scrub Source Data I I I A R C I Build/Update Data Conversion Plan R C C CI I I I Inputs City Source data City Source data Documentation (if available) Outputs / Deliverables Acceptance Criteria [only] for Deliverables Data Conversion Plan built/updated City Acceptance of Data Conversion Plan, if Applicable Work package assumptions: • Tyler will be provided with data from the Legacy system(s) in a mutually agreed upon format. • Tyler will work with the City representatives to identify business rules before writing the conversion. • City subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort. 6.2.4 Intentionally left blank. 6.2.5 Intentionally left blank. 6.2.6 Control Point 2: Assess & Define Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Note: Advancement to the Prepare Solution Stage is dependent upon Tyler's receipt of the Stage Acceptance. Assess & Define Stage Deliverables: • Documentation of future state decisions and configuration options to support future state decisions. • Modification specification document. City of Opa-Locko Tyler Technologies, Inc. ■ Assess & Define Stage Acceptance Criteria: ■ All stage deliverables accepted based on criteria previously defined. ■ Solution Orientation is delivered. ■ Conversion data extracts are received by Tyler. ■ Data conversion plan built. 6.3 Prepare Solution During the Prepare Solution stage, information gathered during the Initiate & Plan and Assess & Define stages will be used to install and configure the Tyler software solution. Software configuration will be validated by the City against future state decisions defined in previous stages and processes refined as needed to ensure business requirements are met. 6.3.1 Initial System Deployment The timely availability of the Tyler Solution is important to a successful Project implementation. The success and timeliness of subsequent work packages are contingent upon the initial system deployment of Tyler Licensed Software on an approved network and infrastructure. Delays in executing this work package can affect the project schedule. Objectives: ■ All licensed software is installed and operational. ■ The City can access the software. STAGE 3 Initial System Deployment (Hosted/SaaS)* Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Prepare hosted environment A R I C Install Licensed Software with Initial Database on Server(s) for Included Environments A R I C Install Licensed Software on City Devices (if applicable) I C A R City of Opa-Locko Tyler Technologies; Inc 'age124 Tyler System Administration Training (if applicable) A R C Outputs / Deliverables Acceptance Criteria [only] for Deliverables Licensed Software is Installed on the Server(s) Software is accessible Licensed Software is Installed on City Devices (if applicable) Software is accessible Installation Checklist/System Document System Passes Infrastructure Design Document (C&J — If Applicable) Work package assumptions: ■ The most current available version of the Tyler Licensed Software will be installed. ■ The City will provide network access for Tyler modules, printers, and Internet access to all applicable City and Tyler Project staff. 6.3.2 Configuration The purpose of Configuration is to prepare the software product for validation. Tyler staff collaborates with the City to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. The City collaborates with Tyler staff iteratively to validate software configuration. Objectives: ■ Software is ready for validation. ■ Educate the City Power User how to configure and maintain software. ■ Prepare standard interfaces for process validation (if applicable). STAGE 3 Configuration Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Conduct configuration training A R I C C City of Opn-Locko Tyler Technologies, Inc Complete Tyler configuration tasks (where applicable) A R I I I Complete City configuration tasks (where applicable) I C A R C Standard interfaces configuration and training (if applicable) A R C I C C C Updates to Solution Validation testing plan C C A R C C Inputs Documentation that describes future state decisions and configuration options to support future state decisions. Outputs / Deliverables Acceptance Criteria [only) for Deliverables Configured System N/A Work package assumptions: • Tyler provides guidance for configuration options available within the Tyler software. The City is responsible for making decisions when multiple options are available. 6.3.3 Process Refinement Tyler will educate the City users on how to execute processes in the system to prepare them for the validation of the software. The City collaborates with Tyler staff iteratively to validate software configuration options to support future state. Objectives: • Ensure that the City understands future state processes and how to execute the processes in the software. • Refine each process to meet the business requirements. • Validate standard interfaces, where applicable. • Validate forms and reports, where applicable. STAGE 3 Process Refinement Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users —echnicalLeads City of Opa-Locka Tyler Technologies, Inc. Page 126 Conduct process training A R I CI C Confirm process decisions I C AR CI C Test configuration I C A R C Refine configuration (City Responsible) t. I C A R C Refine configuration (Tyler Responsible) A R I I I Validate interface process and results I C C A R C C Update City - specific process documentation (if applicable) I C A R C Updates to Solution Validation testing plan C C A R C C Inputs Initial Configuration Documentation that describes future state decisions and configuration options to support future state decisions. Solution validation test plan Outputs / Deliverables Acceptance Criteria [only] for Deliverables Updated solution validation test plan Completed City -specific process documentation (completed by City) Work package assumptions: • None 6.3.4 Conversion Delivery The purpose of this task is to transition the City's data from their source ("legacy") system(s) to the Tyler system(s). The data will need to be mapped from the legacy system into the new Tyler system format. A well - executed data conversion is key to a successful cutover to the new system(s). With guidance from Tyler, the City will review specific data elements within the system and identify / report discrepancies. Iteratively, Tyler will collaborate with the City to address conversion discrepancies. This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s). Reference Conversion Appendix for additional detail. City of Opa-Locko Tyler Technologies, Inc. Load Data For Testing Pull Data & Conversion Balancing Reports Objectives: Map Conversion Write & Run Conversion Program Report & Correct Errors • Data is ready for production (Conversion). Validate Data Conversion Reviews Completed Final Conversion STAGE 3 Data Delivery & Conversion Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant 0 v a. x u_, ro co 0 Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Provide data crosswalks/code mapping tool A C R I I I Populate data crosswalks/code mapping tool I C C A R C Iterations: Conversion Development A C R I I Iterations: Deliver converted data A R I I I Iterations: Proof/Review data and C C C A R C C City of Opa-Locka Tyler Technologies, Inc. reconcile to source system Inputs Data Conversion Plan Configuration Outputs / Deliverables Acceptance Criteria [only] for Deliverables Code Mapping Complete / Validated N/A Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for final pass Work package assumptions: ■ The City will provide a single file layout per source system as identified in the investment summary. ■ The City subject matter experts and resources most familiar with the current data will be involved in the data conversion effort. ■ The City project team will be responsible for completing the code mapping activity, with assistance from Tyler. 6.3.5 Intentionally left blank. 6.3.6 Intentionally left blank. 6.3.7 Control Point 3: Prepare Solution Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below in each Work Package. Note: Advancement to the Production Readiness Stage is dependent upon Tyler's receipt of the Stage Acceptance. Prepare Solution Stage Deliverables: ■ Licensed software is installed. ■ Installation checklist/system document. ■ Updated solution design document (Data & Insights only). ■ Prioritized data sets for review in Tyler system (Data & Insights only). ■ Conversion iterations and reviews complete. Prepare Solution Stage Acceptance Criteria: ■ All stage deliverables accepted based on criteria previously defined. ■ Software is configured. ■ Solution validation test plan has been reviewed and updated if needed. City of Opa-locko Tyler Technologies, inc. Pot's. ..: 9 6.4 Production Readiness Activities in the Production Readiness stage will prepare the City team for go -live through solution validation, the development of a detailed go -live plan and end user training. A readiness assessment will be conducted with the City to review the status of the project and the organizations readiness for go -live. 6.4.1 Solution Validation Solution Validation is the end -to -end software testing activity to ensure that the City verifies all aspects of the Project (hardware, configuration, business processes, etc.) are functioning properly, and validates that all features and functions per the contract have been deployed for system use. Objectives: ■ Validate that the solution performs as indicated in the solution validation plan. ■ Ensure the City organization is ready to move forward with go -live and training (if applicable). STAGE 4 Solution Validation Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant (Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Update Solution Validation plan A R C C C C Update test scripts (as applicable) C C C A R C Perform testing C C C A R C Document issues from testing C C C A R C Perform required follow- up on issues A R C C C C Inputs Solution Validation plan Completed work product from prior stages (configuration, business process, etc.) Outputs / Deliverables Acceptance Criteria [only] for Deliverables Solution Validation Report City updates report with testing results Work package assumptions: ■ Designated testing environment has been established. City of Opa-Locka Tyler Technologies, Inc. Page ■ Testing includes current phase activities or deliverables only. 6.4.2 Go -Live Readiness Tyler and the City will ensure that all requirements defined in Project planning have been completed and the Go -Live event can occur, as planned. A go -live readiness assessment will be completed identifying risks or actions items to be addressed to ensure the City has considered its ability to successfully Go -Live. Issues and concerns will be discussed, and mitigation options documented. Tyler and the City will jointly agree to move forward with transition to production. Expectations for final preparation and critical dates for the weeks leading into and during the Go -Live week will be planned in detail and communicated to Project teams. Objectives: • Action plan for go -live established. • Assess go -live readiness. • Stakeholders informed of go -live activities. STAGE 4 Go -Live Readiness Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant 0 a a x w a, Y a) a Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Perform Readiness Assessment I AR CC I C I I I I 1 I Conduct Go -Live planning session A R C C C C C C C Order peripheral hardware (if applicable) I A R C Confirm procedures for Go -Live issue reporting & resolution A R I I I I C C I I I I I Develop Go -Live checklist AR CC C C I C C Final system infrastructure review (where applicable) A R C C Inputs Future state decisions Go -live checklist Outputs / Deliverables Acceptance Criteria [only] for Deliverables Updated go -live checklist Updated Action plan and Checklist for go -live delivered to the City Work package assumptions: City of Opa-Loc ka Tyler Technologies, Inc. Page J 31 ■ None 6.4.3 End User Training End User Training is a critical part of any successful software implementation. Using a training plan previously reviewed and approved, the Project team will organize and initiate the training activities. Train the Trainer: Tyler provides one occurrence of each scheduled training or implementation topic. City users who attended the Tyler sessions may train additional users. Additional Tyler led sessions may be contracted at the app►icable rates for training. Tyler will provide standard application documentation for the general use of the software. It is not Tyler's responsibility to develop City specific business process documentation. City -led training labs using City specific business process documentation if created by the City can be added to the regular training curriculum, enhancing the training experiences of the end users. Objectives: ■ End users are trained on how to use the software prior to go -live. ■ The City is prepared for on -going training and support of the application. STAGE 4 End User Training Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Update training plan A R C C I C End User training (Tyler- led) A R C C C I C C C Train -the -trainer A R C CC I C End User training (City- led) C C AR I C C C Inputs Training Plan List of End Users and their Roles/Job Duties Configured Tyler System Outputs / Deliverables Acceptance Criteria [only] for Deliverables End User Training City signoff that training was delivered Work package assumptions: City of Opa-Locka Tyler Technologies, Inc. Page 132 ■ The City project team will work with Tyler to jointly develop a training curriculum that identifies the size, makeup, and subject -area of each of the training classes. ■ Tyler will work with the City as much as possible to provide end -user training in a manner that minimizes the impact to the daily operations of City departments. ■ The City will be responsible for training new users after go -live (exception —previously planned or regular training offerings by Tyler). 6.4.4 Control Point 4: Production Readiness Stage Acceptance Acceptance criteria for this stage includes all criteria listed below. Advancement to the Production stage is dependent upon Tyler's receipt of the stage acceptance. Production Readiness stage deliverables: ■ Solution Validation Report. ■ Update go -live action plan and checklist. ■ End user training. Production Readiness stage acceptance criteria: ■ All stage deliverables accepted based on criteria previously defined. ■ Go -Live planning session conducted. 6.5 Production Following end user training the production system will be fully enabled and made ready for daily operational use as of the scheduled date. Tyler and the City will follow the comprehensive action plan laid out during Go - Live Readiness to support go -live activities and minimize risk to the Project during go -live. Following go -live, Tyler will work with the City to verify that implementation work is concluded, post go -live activities are scheduled, and the transition to Client Services is complete for long-term operations and maintenance of the Tyler software. 6.5.1 Go -Live Following the action plan for Go -Live, defined in the Production Readiness stage, the City and Tyler will complete work assigned to prepare for Go -Live. The City provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final conversion iteration, if applicable. If defined in the action plan, the City manually enters any data added to the Legacy System after final data extract into the Tyler system. Tyler staff collaborates with the City during Go -Live activities. The City transitions to Tyler software for day -to day business processing. Some training topics are better addressed following Go -Live when additional data is available in the system or based on timing of applicable business processes and will be scheduled following Go -Live per the Project Schedule. Objectives: ■ Execute day to day processing in Tyler software. City of Opa-Locka Tyler Technologies, inc. Page i 33 ■ City data available in Production environment. STAGE 5 Go -Live Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager (Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Provide final source data extract, if applicable C C A R Final source data pushed into production environment, if applicable A C R I C C C Proof final converted data, if applicable C C C A R C Complete Go -Live activities as defined in the Go -Live action plan C C C AR CI C Provide Go -Live assistance AR CC I C C I C I C Inputs Comprehensive Action Plan for Go -Live Final source data (if applicable) Outputs / Deliverables Acceptance Criteria [only] for Deliverables Data is available in production environment City confirms data is available in production environment Work package assumptions: ■ The City will complete activities documented in the action plan for Go -Live as scheduled. ■ External stakeholders will be available to assist in supporting the interfaces associated with the Go - Live live process. ■ The City business processes required for Go -Live are fully documented and tested. ■ The City Project team and subject matter experts are the primary point of contact for the end users when reporting issues during Go -Live. ■ The City Project Team and Power User's provide business process context to the end users during Go - Live. ■ The Tyler Go -Live support team is available to consult with the City teams as necessary. ■ The Tyler Go -Live support team provides standard functionality responses, which may not be tailored to the local business processes. City of Opa-Locka Tyler Technologies, Inc. Page ( 34 6.5.2 Transition to Client Services This work package signals the conclusion of implementation activities for the Phase or Project with the exception of agreed -upon post Go -Live activities. The Tyler project manager(s) schedules a formal transition of the City onto the Tyler Client Services team, who provides the City with assistance following Go -Live, officially transitioning the City to operations and maintenance. Objectives: ■ Ensure no critical issues remain for the project teams to resolve. ■ Confirm proper knowledge transfer to the City teams for key processes and subject areas. STAGE 5 Transition to Client Services Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Transfer City to Client Services and review issue reporting and resolution processes I I A I I R I I C C C Review long term maintenance and continuous improvement A R CC C Inputs Open item/issues List Outputs / Deliverables Acceptance Criteria [only] for Deliverables Client Services Support Document Work package assumptions: ■ No material project issues remain without assignment and plan. 6.5.3 Post Go -Live Activities Some implementation activities are provided post -production due to the timing of business processes, the requirement of actual production data to complete the activities, or the requirement of the system being used in a live production state. Objectives: City of Opa-Loc <u Tyler Technologies, Inc. Page ■ Schedule activities that are planned for after Go -Live. ■ Ensure issues have been resolved or are planned for resolution before phase or project close. STAGE 5 Post Go -Live Activities Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts (Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Schedule contracted activities that are planned for delivery after go -live AR C C C C I CC I C C Determine resolution plan in preparation for phase or project close out AR C C C I CC I C Inputs List of post Go -Live activities Outputs / Deliverables Acceptance Criteria [only] for Deliverables Updated issues log Work package assumptions: ■ System is being used in a live production state. 6.5.4 Control Point 5: Production Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below: ■ Advancement to the Close stage is not dependent upon Tyler's receipt of this Stage Acceptance. ■ Converted data is available in production environment. Production Stage Acceptance Criteria: ■ All stage deliverables accepted based on criteria previously defined. ■ Go -Live activities defined in the Go -Live action plan completed. ■ Client services support document is provided. City of Opa-Locka Tyler Technologies, inc. Pager 36 6.6 Close The Close stage signifies full implementation of all products purchased and encompassed in the Phase or Project. The City transitions to the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Client Services). 6.6.1 Phase Closeout This work package represents Phase completion and signals the conclusion of implementation activities for the Phase. The Tyler Client Services team will assume ongoing support of the City for systems implemented in the Phase. Objectives: ■ Agreement from Tyler and the City teams that activities within this phase are complete. STAGE 6 Phase Close Out Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Reconcile project budget and status of contract Deliverables I A R I I C Hold post phase review meeting AR C C C C C Release phase - dependent Tyler project resources A R I I Participants Tyler City Project Leadership Project Manager Project Manager Project Sponsor(s) Implementation Consultants Functional Leads, Power Users, Technical Leads Technical Consultants (Conversion, Deployment, Development) Client Services Inputs Contract Statement of Work Project artifacts City of Opa-Locko Tyler Technologies, Inc Face Outputs / Deliverables Acceptance Criteria [only] for Deliverables Final action plan (for outstanding items) Reconciliation Report Post Phase Review Work package assumptions: ■ Tyler deliverables for the phase have been completed. 6.6.2 Project Closeout Completion of this work package signifies final acceptance and formal closing of the Project. At this time the City may choose to begin working with Client Services to look at continuous improvement Projects, building on the completed solution. Objectives: ■ Confirm no critical issues remain for the project teams to resolve. ■ Determine proper knowledge transfer to the City teams for key processes and subject areas has occurred. ■ Verify all deliverables included in the Agreement are delivered. STAGE 6 Project Close Out Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Conduct post project review AR C C C C C C C C C Deliver post project report to City and Tyler leadership I A R I I C Release Tyler project resources A R I Inputs Contract Statement of Work Outputs / Deliverables City of Opa-Locko Tyler Technologies, Inc. Acceptance Criteria [only] for Deliverables Page / iS Post Project Report Work package assumptions: City acceptance: Completed report indicating all project Deliverables and milestones have been completed ■ All project implementation activities have been completed and approved. ■ No critical project issues remain that have not been documented and assigned. ■ Final project budget has been reconciled and invoiced. ■ All Tyler deliverables have been completed. 6.6.3 Control Point 6: Close Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Close Stage Deliverables: ■ Post Project Report. Close Stage Acceptance Criteria: ■ Completed report indicating all Project deliverables and milestones have been completed. 7. General Assumptions Tyler and the City will use this SOW as a guide for managing the implementation of the Tyler Project as provided and described in the Agreement. There are a few assumptions which, when acknowledged and adhered to, will support a successful implementation. Assumptions related to specific work packages are documented throughout the SOW. Included here are general assumptions which should be considered throughout the overall implementation process. 7.1 Project ■ Project activities will begin after the Agreement has been fully executed. ■ The City Project Team will complete their necessary assignments in a mutually agreed upon timeframe to meet the scheduled go -live date, as outlined in the Project Schedule. ■ Sessions will be scheduled and conducted at a mutually agreeable time. ■ Additional services, software modules and modifications not described in the SOW or Agreement will be considered a change to this Project and will require a Change Request Form as previously referenced in the definition of the Change Control Process. ■ Tyler will provide a written agenda and notice of any prerequisites to the City project manager(s) ten (10) business days or as otherwise mutually agreed upon time frame prior to any scheduled on -site or remote sessions, as applicable. ■ Tyler will provide guidance for configuration and processing options available within the Tyler software. If multiple options are presented by Tyler, the City is responsible for making decisions based on the options available. ■ Implementation of new software may require changes to existing processes, both business and technical, requiring the City to make process changes. City of Opa-Locker Tyler Technologies, Inc. Page / ■ The City is responsible for defining, documenting, and implementing their policies that result from any business process changes. 7.2 Organizational Change Management Unless otherwise contracted by Tyler, City is responsible for managing Organizational Change. Impacted City resources will need consistent coaching and reassurance from their leadership team to embrace and accept the changes being imposed by the move to new software. An important part of change is ensuring that impacted City resources understand the value of the change, and why they are being asked to change. 7.3 Resources and Scheduling ■ City resources will participate in scheduled activities as assigned in the Project Schedule. ■ The City team will complete prerequisites prior to applicable scheduled activities. Failure to do so may affect the schedule. ■ Tyler and the City will provide resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget. ■ Abbreviated timelines and overlapped Phases require sufficient resources to complete all required work as scheduled. ■ Changes to the Project Schedule, availability of resources or changes in Scope will be requested through a Change Request. Impacts to the triple constraints (scope, budget, and schedule) will be assessed and documented as part of the change control process. ■ The City will ensure assigned resources will follow the change control process and possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, change control process buy -in, and knowledge. ■ The City makes timely Project related decisions to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Failure to do so may affect the schedule, as each analysis and implementation session is dependent on the decisions made in prior sessions. ■ The City will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule. The City will provide adequate meeting space or facilities, including appropriate system connectivity, to the project teams including Tyler team members. ■ For on -site visits, Tyler will identify a travel schedule that balances the needs of the project and the employee. 7.4 Data ■ Data will be converted as provided and Tyler will not create data that does not exist. ■ The City is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data. ■ Tyler will work closely with the City representatives to identify business rules before writing the conversion. The City must confirm that all known data mapping from source to target have been identified and documented before Tyler writes the conversion. ■ All in -scope source data is in data extract(s). ■ Each legacy system data file submitted for conversion includes all associated records in a single approved file layout. City of Opa-Locka Tyler Technologies, Inc, Page 140 ■ The City will provide the legacy system data extract in the same format for each iteration unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget and resource availability may occur and/or data in the new system may be incorrect. ■ The City Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler. ■ The City is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.) 7.5 Facilities ■ The City will provide dedicated space for Tyler staff to work with City resources for both on -site and remote sessions. If Phases overlap, City will provide multiple training facilities to allow for independent sessions scheduling without conflict. ■ The City will provide staff with a location to practice what they have learned without distraction. City of Opa-locko Tyler Technologies, inc. Page 14 L 8. Glossary Word or Term Definition Acceptance Accountable Application Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria. The one who ultimately ensures a task or deliverable is completed; the one who ensures the prerequisites of the task are met and who delegates the work to those responsible. [Also see RACI] A computer program designed to perform a group of coordinated functions, tasks, or activities for the benefit of the user. Application Programming Interface (API) A defined set of tools/methods to pass data to and received data from Tyler software products Agreement Business Process Business Requirements Document Change Request Change Management Code Mapping [where applicable] Consulted Control Point Data Mapping [where applicable] This executed legal contract that defines the products and services to be implemented or performed. The practices, policy, procedure, guidelines, or functionality that the client uses to complete a specific job function. A specification document used to describe Client requirements for contracted software modifications. A form used as part of the Change Control process whereby changes in the scope of work, timeline, resources, and/or budget are documented and agreed upon by participating parties. Guides how we prepare, equip and support individuals to successfully adopt change in order to drive organizational success & outcomes An activity that occurs during the data conversion process whereby users equate data (field level) values from the old system to the values available in the new system. These may be one to one or many to one. Example: Old System [Field = eye color] [values = BL, Blu, Blue] maps to New Tyler System [Field = Eye Color] [value = Blue]. Those whose opinions are sought, typically subject matter experts, and with whom there is two-way communication. [Also see RACI] This activity occurs at the end of each stage and serves as a formal and intentional opportunity to review stage deliverables and required acceptance criteria for the stage have been met. The activity determining and documenting where data from the legacy system will be placed in the new system; this typically involves prior data analysis to understand how the data is currently used in the legacy system and how it will be used in the new system. Deliverable A verifiable document or service produced as part of the Project, as defined in the work packages. Go -Live Informed The point in time when the Client is using the Tyler software to conduct daily operations in Production. Those who are kept up to date on progress, often only on completion of the task or deliverable, and with whom there is just one-way communication. [Also see RACI] City of Opa-Locka Tyler Technologies, Inc. Pope ( 42 Infrastructure Interface Integration The composite hardware, network resources and services required for the existence, operation, and management of the Tyler software. A connection to and potential exchange of data with an external system or application. Interfaces may be one way, with data leaving the Tyler system to another system or data entering Tyler from another system, or they may be bi-directional with data both leaving and entering Tyler and another system. A standard exchange or sharing of common data within the Tyler system or between Tyler applications Legacy System The software from which a client is converting. Modification On -site Organizational Change Custom enhancement of Tyler's existing software to provide features or functions to meet individual client requirements documented within the scope of the Agreement. Indicates the work location is at one or more of the client's physical office or work environments. The process of changing an organization's strategies, processes, procedures, technologies, and culture, as well as the effect of such changes on the organization. Output A product, result or service generated by a process. Peripheral devices An auxiliary device that connects to and works with the computer in some way. Some examples: scanner, digital camera, printer. Phase A portion of the Project in which specific set of related applications are typically implemented. Phases each have an independent start, Go -Live and closure dates but use the same Implementation Plans as other Phases of the Project. Phases may overlap or be sequential and may have different Tyler resources assigned. Project The delivery of the software and services per the agreement and the Statement of Work. A Project may be broken down into multiple Phases. RACI A matrix describing the level of participation by various roles in completing tasks or Deliverables for a Project or process. Individuals or groups are assigned one and only one of the following roles for a given task: Responsible (R), Accountable (A), Consulted (C), or Informed (I). Remote Indicates the work location is at one or more of Tyler's physical I offices or work environments. Responsible Those who ensure a task is completed, either by themselves or delegating to another resource. [Also see RACI] Scope Products and services that are included in the Agreement. City of Opa-Locko Tyler Technologies, inc. Page r ti' Solution Stage Standard Statement of Work (SOW) System Test Scripts Training Plan Validation (or to validate) Work Breakdown Structure (WBS) Work Package The implementation of the contracted software product(s) resulting in the connected system allowing users to meet Project goals and gain anticipated efficiencies. The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project. Software functionality that is included in the base software (off - the -shelf) package; is not customized or modified. Document which will provide supporting detail to the Agreement defining Project -specific activities, services, and Deliverables. The collective group of software and hardware that is used by the organization to conduct business. The steps or sequence of steps that will be used to validate or confirm a piece of functionality, configuration, enhancement, or Use Case Scenario. Document(s) that indicate how and when users of the system will be trained relevant to their role in the implementation or use of the system. 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. A group of related tasks within a project. City of Opa-Locka Tyler Technologies, inc. Page / 44 Part 4: Appendices 9. Conversion 9.1 Enterprise Permitting & Licensing Conversion Summary 9.1.1 Community Development ■ Permit Master basic information ■ Plan Master basic information ■ Plan & Permit Contacts ■ Unique (keyed) contacts converted to global contacts ■ Non -keyed contacts converted to a Memo Custom Field or standard note ■ Sub -permit Associations — Visible in Workflow and Attached Records ■ Reviews and Approvals ■ Projects ■ Permit Renewals ■ Bonds and Escrow ■ Contractors ■ Workflow based on configured Enterprise Permitting & Licensing template customized only by inclusion/exclusion based on status, type or class of the associated permit, plan, etc. ■ Inspections and Inspection Cases ■ Meetings and Hearings ■ Activities and Actions ■ Conditions ■ Fees ■ Holds ■ Notes ■ Parcels and Addresses ■ Payments and Fee History ■ Zones ■ Code Case Master basic information ■ Code Requests ■ Code Case Contacts and Properties ■ Unique (keyed) contacts converted to global contacts ■ Non -keyed contacts converted to a Memo Custom Field or standard note ■ Violations ■ Fees ■ Payments ■ Notes 9.1.2 Business Management ■ Business Entity (Only for Business Licensing) ■ License Master basic information ■ License Contacts ■ Unique (keyed) contacts converted to global contacts City of Opa-Locka Tyler Technologies, Inc • Non -keyed contacts converted to a Memo Custom Field or standard note • Reviews and Approvals — Converted to Activity • Fees • Bonds and Escrow • Activities and Actions • Conditions • Notes • Holds • Workflow based on configured Enterprise Permitting & Licensing template customized only by inclusion/exclusion based on status, type or class of the associated license, code case, etc. • Contractors • Business Types and NAICS Codes • Payment and Fee History • Code Case Master basic information • Code Requests • Code Case Contacts and Properties • Unique (keyed) contacts converted to global contacts • Non -keyed contacts converted to a Memo Custom Field or standard note • Parcels and Addresses • Meetings and Hearings • Violations • Fees • Payments • Notes 9.2 Enterprise ERP Conversion Summary 9.2.1 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 9.2.2 Accounting - Actuals • Summary account balances • Up to 3 years 9.2.3 Accounting - Budgets ■ Original budget, budget adjustments, revised budget summaries for accounts ■ Up to 3 years 9.2.4 Accounts Payable Master • Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers • Multiple remittance addresses • Year-to-date 1099 amounts City of Opa-Locka Tyler Technologies, Inc. Page /' ,;(5 9.2.5 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 • Up to 5 years 9.2.6 Accounts Payable - Invoices • Invoice header data containing general information for the invoice • Invoice detail data containing line -specific information for the invoice • Up to 5 years 9.2.7 Capital Assets Master • Asset description, status, acquisition quantity, date and amount, codes for asset class, subclass, department, custodian, flags for capitalization and depreciation, estimated life, serial number, model, model year, depreciation method, life -to -date depreciation amount, last depreciation date, disposal information (if any), purchase information, if any (vendor, P0, Invoice) 9.2.8 General Billing CID • Customer information 9.2.9 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 9.2.1OGeneral Billing — Bills • 5 years of open and closed invoices • General Ledger information so open invoices can be processed in Enterprise ERP 9.2.11Project 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 9.2.12Project Grant Accounting - Actuals • Summary project ledger string balances. If linking to GL, must be converted at the same time. • Upto3years 9.2.13 Project Grant Accounting — Budget • Original project ledger budget amounts. If linking to GL, must be converted at the same time. • Up to 3 years City of Opa-Locka Tyler Technologies, Inc. Page 17 9.2.14Purchase Orders • Open purchase orders header data including vendor, buyer, date, accounting information, etc. • Open purchase orders detail data including line -item descriptions, quantities, amounts, etc. 9.2.15 Payroll • Payroll. Employee Master data including data such as name, address, SSN, legacy employee ID, date of birth, hire date, activity status (such as active/inactive), leave/termination code and date, phone(s), e - address, marital status, gender, race, personnel status (such as full-time, part-time, etc.), highest degree, advice -delivery (print/email/both) and check location, plus primary group, job, location, and account information 9.2.16Payroll - Deductions • Employee Deductions - including employee ID, deduction codes, tax information, and direct deposit information 9,2.17 Payrol I — Accrual Balances • Employee Accrual Balances including Vacation, Holiday, and other Leave balances • Start of year balance, earned to date, used to date 9.2.18Payroll — Accumulators • YTD, QTD, MTD amounts for employee pay and deductions • Needed for mid -calendar -year go -live • May not be needed if converting earnings/deductions history • Up to 5 years 9.2.19Payroll — Check History • Up to 5 years, additional years must be quoted. We convert amounts for earnings and deductions in employee check history, check number and date. 9.2.20Payroll — State Retirement Tables • Specific state -required data, plus related service years information, when appropriate • Needed for some states City of Opa-Locka Tyler Technologies, Page I JS 10. Additional Appendices 10.1 Enterprise Permitting & Licensing Definitions 10.1.1"Template Business Transactions" • A pre -defined and pre -configured Enterprise Permitting & Licensing business process from Enterprise Permitting & Licensing's "Best Management Template". • The following modifications to Template Business Transactions are considered within scope: o Any changes to required inspections within the workflow o Any changes to the required plan reviews within the workflow o Adding up to 2 additional actions to the workflow o Configuration of fees, allowing creation of up to 3 new fees to accommodate o Any changes to custom field layouts that are directly related to fees or included reports ■ Customization/Configuration of any of these parameters beyond the scope listed above will require the respective business process to be considered a "Unique Business Transaction", as described below. Note: All transaction counts are quantified in the comments of the Investment Summary. 10.1.2"Unique Business Transactions" • Unique configuration of workflow or business process steps & actions, including output actions • Unique Fee configuration • Unique Custom field configuration 10.1.3 "Geo-Rules" ■ An automation event that references GIS data. Current geo-rule action types are: Alert Block Displays a pop-up with a custom message to the user, notifying them of certain spatial data (i.e., noise abatement zones; flood zones; etc.). Places a block on the case and prevents any progress or updates from occurring on the record (i.e., no status changes can be completed, no fees can be paid, the workflow cannot be managed, etc.) Places a block on the case and prevents any progress or updates from occurring on the record (i.e., no status changes can be completed, no fees can be paid, the workflow cannot be managed, etc.) However, the block can be overridden by end -users who have been given the proper securities. Populates the CPI vesting date on the record if vesting maps are used by the jurisdiction. A custom field or any field inherent in the Enterprise Permitting & Licensing application can automatically populate with information based on spatial data. A workflow action can automatically populate in the workflow details for the particular record (i.e., plan, permit, code case, etc.) that requires the action based on certain spatial data related to the case. A workflow step can automatically populate in the workflow details for the particular record (i.e., plan, permit, code case, etc.) that requires the step based on certain spatial data related to the case. The zone(s) automatically populate on the "Zones" tab of the record (i.e., plan, permit, code case, etc.). Block with Override Fee Date Field Mapping Required Action Required Step Zone Mapping Page ; a 10.1.4"Automation Events" 10.1.4.1 "Intelligent Objects (I0)" ■ Key components for automatically and reactively triggering geo-rules, computing fees, and generating emails, alerts, and other notifications. 10.1.4.2 "Intelligent Automation Agents (IAA)" ■ A tool designed to automate task in a proactive manner by setting values and generating emails and other tasks. On a nightly basis, a Windows service sweeps the Enterprise Permitting & Licensing system looking for IAA tasks that need to be run, then the associated actions are performed. The IAA does not generate alerts or errors. Custom SQL queries are not Tyler deliverables. 10.1.5"Enterprise Permitting & Licensing SDK/API (Toolkits)" • APIs developed by Tyler Technologies for extending the Enterprise Permitting & Licensing Framework and functionality to external agencies and systems. Full documentation is available for each toolkit upon request. Note: The Enterprise Permitting & Licensing toolkits and related documentation are simply tools that allow clients to create applications and integrations. The purchase of a toolkit/API does not imply any development related services from Tyler Technologies. The City is responsible for working with their IT staff and VARs to develop any necessary applications and integrations except as otherwise noted in the Investment Summary or for any "in -scope" integrations. 10.2 Koa Hills Services Historical Archive Database Scope of Work Introduction Koa Hills Consulting (KHC) will deliver a web -based data archival system to maintain access to historical data in addition to the data that is converted directly to Munis. This includes information that is not typically converted into Munis, such as closed purchase orders or inactive vendors, as well as additional years of historical data that the client needs. The build out of the historical archive database uses the same Munis data conversion templates and mappings created during the implementation process. Users will be able to access an intuitive web -based application which looks and feels like the Munis Central applications in order to retrieve historical information. The historical information includes the following areas of data: • General Ledger • Projects • Budgets • Vendors • Accounts Payable Checks City of Opa-Locka Tyler Technologies, Inc • Accounts Payable Invoices • Purchase Orders • Contracts Application Features The historical archive database is a web -based module which provides menu driven access to a series of screens and reports designed for user access. The web front end is very similar in nature to the inquiry options within Munis to provide users with a familiar and intuitive interface. The screens provide the ability to perform advanced searches and return data which may then be viewed and exported to Excel, if needed. The following screens will be available within the historical archive database. Information on these screens will correlate with the Munis screens whenever possible; however, certain pieces of information which would become stale over time are omitted. All data available through the Munis Conversion programs have the opportunity for inclusion in the historical archive database. Screen Description Account Central All related financial activity for a given Munis GL Journal Entries Project Central All related financial activity for a given Munis GL Organization, Object and Project including budget, actual and encumbrance data. Budget Central Invoice Central AP Invoice information with associated purchase orders and payment details. Checks Central Purchase Orders Purchase order and line -item detail with associated AP Invoices. Contracts Central Contract information with associated AP Invoices and Purchase Orders. Vendor Central All related financial activity for a vendor, and drill down into the detail in: Checks, Invoices, Purchase Order, Contracts. Finance Codes Finance Reports The following reports will be available within the historical archive database. Information on these reports will correlate with the Munis screens whenever possible; however, certain pieces of information which would become stale over time are omitted. All data available through the Munis Conversion programs have the opportunity for inclusion in the historical archive database. Report Description Accounts, Project Central All related financial activity for a given Munis GL Organization, Object and Project including budget, actual and encumbrance data. Vendor Central All related financial activity for a vendor, and drill down into the detail in: Checks, Invoices, Purchase Order, Contracts. Purchasing Central Purchase order and line -item detail with associated AP Invoices. Contracts Central Contract information with associated AP Invoices and Purchase Orders. Invoice Central AP Invoice information with associated purchase orders and payment details. • Reports will be provided in SSRS • Customer can develop additional reports in SSRS • KHC can develop additional reports for the client by request and for an additional cost Deliverables The following deliverables will be provided with the solution: • Web based application to access historical data • Training to use the historical data application • KHC will assist client in converting and populating data input spreadsheets to match mapping requirements • Data conversion templates for mapping o KHC will use the same mapping spreadsheets as the Munis Data Conversion Team • Historical data will be converted into the database using the Munis data structure Client Responsibilities • Client shall provide access to fulfill the necessary requirements to historical data files, data mapping expertise and any other necessary information to facilitate the archival process • Client shall furnish legacy system documentation for data mapping, as needed • Client shall furnish the required hardware to run the archival system unless the client chooses the SaaS option • Client shall provide necessary access to the client internal network for installation and configuration if needed • Client shall provide GL Account Crosswalk mapping for any legacy accounts which are desired to maintain for all years archived with the new updated Munis format • Client shall assist with data validation and testing by running reports comparing totals and details on legacy data between systems Hardware Requirements If not using the KHC SaaS solution, the client will supply the stand-alone server with a recent version of Windows Server Operating System, SQL server, SSRS, and the Management Studio package. Though the City of Opa-Locka Tyler Technologies, Inc. server is read only, Koa Hills recommends a duplicate hard drive backup to cover disasters and possible drive failures. Koa Hills will create a schema which closely matches that of Munis data migration for each sub- system. Assumptions • The server will be designed for administrative access only and there will be no layered user security. • Data is consistent for all years. If the data has changed (ex. COA length changed at some point in the past and is different from the current data structure in Munis), then additional professional services may be required. • Legacy system data will be converted from a single source. If there are multiple legacy systems, then additional professional services may be required. • All work will be performed remotely. Travel costs are not included and will be billed as incurred if travel is required. City of Opa-Locka Tyler Technologies, Inc. Page ( 53 11. Project Timeline 11.1 ERP Project Timeline The Project Timeline establishes a target start and end date for each Phase of the Project. The timeline needs to account for resource availability, business goals, size and complexity of the Project, and task duration requirements. These will be reviewed and adjusted, if needed, during the Initiate and Plan Stage. Refer to the Project Stages section of this SOW for information on work packages associated with each stage of the implementation. The following dates may be revised based on the date the Agreement is signed and further refined during the course of the project. Tyler requires up to forty-five (45) days to move from Agreement signing to the Initiate & Plan Stage. PROJECT TIMELINE 2022 2423 Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Financials Hari/Payroll Enterprise Permitting & Lic **If phase overlap is a concern for resource availability, some modules listed in the Financials phase can be postponed until a later time. Allowing the core financial elements to be implemented first will increase the success of the overall ERP project. City of Opa-Locka Tyler Technologies, Inc. Phase Functional Area(s) Modules Start Date Go -Live Date 1 Financials • Accounting/General Ledger • Accounts Payable • BMI Asset Track Interface • Budgeting • Capital Assets • Cash Management • Contract Management • eProcurement • General Billing • Purchasing • Project & Grant Accounting • Accounts Receivable • Cashiering • General Billing Aug 2022 or as defined in the Project Plan and mutually agreed upon May 2023 or as defined in the Project Plan and mutually agreed upon 2 Human Capital Management • Payroll w/ ESS • Human Resources & Talent Management • Recruiting • Risk Management Sept 2022 or as defined in the Project Plan and mutually agreed upon July 2023 or as defined in the Project Plan and mutually agreed upon System Wide • Enterprise Analytics & Reporting • Enterprise Forms Processing • Content Manager Core • Executive Insights' 3 Enterprise Permitting and Licensing • Business Management Suite • Community Development Suite • Civic Access -Bus Mgt • Civic Access -Comm Dev • E -reviews • Enterprise Permitting & Licensing • Enterprise Service Requests • My Civic • Report Toolkit • Workforce Mobile • GIS Nov 2022 or as defined in the Project Plan and mutually agreed upon Nov 2023 or as defined in the Project Plan and mutually agreed upon ' Executive Insights will be implemented as product suites go live and have data available for reporting. City of Opa-Locka Tyler Technologies, inc. 11.2 Data & Insights Project Plan Data & Insights Project Plan Week 1 2 3 4 5 6 7 8 9 10 11 12 Initiate and Plan Assess and Define Prepare Solution Production Readiness Production Close 11.3 My Civic Timeline ••:;:•. tyler • ID Task Name M-1 M1 M2 M3 M4 MS M6 M7 M8 M9 M10 M11 M12 M13 M14 M15 M16 Sample Implementation Timeline Stage 1: Initiate and Plan (All applications) Stage 2: asses: Si. Define Stage 3: Prepare Solution Stage 4: Production Readiness Stage 5: Production Stage 6: Close Project Complete This timeline is an example. Please use it as a general guide...ONLY. Its purpose is to demonstrate the order in which various products are typically implemented and the potential overlap of stages for each phase. The exact timing of each deliverable depends on many factors including, but not limited to, the client's ability to commit resources to the project, client blackout dates, and the alignment of client business practices with Tyler implementation methodology. Tyler makes no guarantees that implementation schedules will align with this example. City of Opa-Locka Tyler Technologies, Inc. Page J 56 11.4 Intentionally left blank. L,;C c'I 0,0C7-LOCkc7 v'e' r_'cr oio ies; 1, ) • tyler •• technologies SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Client is a member of Sourcewell (formerly known as National Joint Powers Alliance) ("Sourcewell") under member number WHEREAS, Tyler participated in the competitive bid process in response to Sourcewell RFP #090320 by submitting a proposal, on which Sourcewell awarded Tyler a Sourcewell contract, numbered 090320-TTI (hereinafter, the "Sourcewell Contract"); WHEREAS, documentation of the Sourcewell competitive bid process, as well as Tyler's contract with and pricing information for Sourcewell is available at https://sourcewell-mn.gov/cooperative- purchasing/; and WHEREAS, Client desires to purchase off the Sourcewell Contract to procure software functionality from Tyler, which Tyler agrees to deliver pursuant to the Sourcewell Contract and under the terms and conditions set forth below; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows: SECTION A — DEFINITIONS • "Agreement" means this Software as a Service Agreement. • "Business Travel Policy" means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B. • "Client" means City of Opa-Locka, Florida. • "Data" means your data necessary to utilize the Tyler Software. • "Data Storage Capacity" means the contracted amount of storage capacity for your Data identified in the Investment Summary. • "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then -current Documentation. • "Defined Users" means the number of users that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A contains EnerGov labeled software, defined users mean the maximum number of named users that are authorized to use the EnerGov labeled modules as indicated in the Investment Summary. ••:;a3 tyler 1 • "Developer" means a third party who owns the intellectual property rights to Third Party Software. • "Documentation" means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • "Effective Date" means the date by which both your and our authorized representatives have signed the Agreement. • "Force Majeure" means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • "Investment Summary" means the agreed upon cost proposal for the products and services attached as Exhibit A. • "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B. • "Order Form" means an ordering document that includes a quote or investment summary and specifying the items to be provided by Tyler to Client, including any addenda and supplements thereto. • "SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary. • "SaaS Services" means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services. • "SLA" means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C. • "Statement of Work" means the industry standard implementation plan describing how our professional services will be provided to implement the Tyler Software, and outlining your and our roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit E. • "Support Call Process" means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C. • "Third Party Hardware" means the third party hardware, if any, identified in the Investment Summary. • "Third Party Products" means the Third Party Software and Third Party Hardware. • "Third Party Services" means the third party services, if any, identified in the Investment Summary. • "Third Party Software" means the third party software, if any, identified in the Investment Summary. • "Third Party SaaS Services" means software as a service provided by a third party, if any, identified in the Investment Summary. • "Third Party Terms" means, if any, the end user license agreement(s) or similar terms for the Third Party Products or other parties' products or services, as applicable, and attached or indicated at Exhibit D. • "Tyler" means Tyler Technologies, Inc., a Delaware corporation. • "Tyler Software" means our proprietary software, including any integrations, custom tyler 2 modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement. • "we", "us", "our" and similar terms mean Tyler. • "you" and similar terms mean Client. SECTION B — SAAS SERVICES 1. Rights Granted. We grant to you the non-exclusive, non -assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, as further described in Section C(9). The foregoing notwithstanding, to the extent we have sold you perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are receiving SaaS Services, your rights to use such Tyler Software are perpetual, subject to the terms and conditions of this Agreement including, without limitation, Section B(4). We will make any such software available to you for download. 2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount of Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s). 3. Ownership. 3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services. 3.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services. 4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party's business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement. S. Software Warranty. We warrant that the Tyler Software will perform without Defects during the ��•.•`, tyler 3 term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in Section C(9), below, the SLA and our then current Support Call Process. 6. SaaS Services. 6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on Standards for Attestation Engagements ("SSAE") No. 18. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. The scope of audit coverage varies for some Tyler Software solutions. Upon execution of a mutually agreeable Non -Disclosure Agreement ("NDA"), we will provide you with a summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which you make a written request, we will provide that same information. If our SaaS Services are provided using a 3rd party data center, we will provide available compliance reports for that data center. 6.2 You will be hosted on shared hardware in a Tyler data center or in a third -party data center. In either event, databases containing your Data will be dedicated to you and inaccessible to our other customers. 6.3 Our Tyler data centers have fully -redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event of a data center failure, we reserve the right to employ our disaster recovery plan for resumption of the SaaS Services. In that event, we commit to a Recovery Point Objective ("RPO") of 24 hours and a Recovery Time Objective ("RTO") of 24 hours. RPO represents the maximum duration of time between the most recent recoverable copy of your hosted Data and subsequent data center failure. RTO represents the maximum duration of time following data center failure within which your access to the Tyler Software must be restored. 6.4 We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. We will provide you with a written or electronic record of the actions taken by us in the event that any unauthorized access to your database(s) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software. Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer. 6.5 We test our disaster recovery plan on an annual basis. Our standard test is not client -specific. Should you request a client -specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request. tyler 4 6.6 We will be responsible for importing back-up and verifying that you can log -in. You will be responsible for running reports and testing critical processes to verify the returned Data. 6.7 We provide secure Data transmission paths between each of your workstations and our servers. 6.8 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel. Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access. 6.9 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. SECTION C — PROFESSIONAL SERVICES 1. Professional Services. We will provide you the various implementation -related services itemized in the Investment Summary and described in the Statement of Work. 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good -faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in -scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours. 3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote. 4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments. tyler 5 5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re -perform such services at no additional cost to you. 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. 7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies. 8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation -related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission). 9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will: 9.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable release life cycle policy); 9.2 provide support during our established support hours; 9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services; 9.4 make available to you all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 9.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy. We will use all reasonable efforts to perform support services remotely. Currently, we use a third -party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with •�; tyler 6 proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain your VPN for backup connectivity purposes. For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design; (c) other consulting services; or (d) support outside our normal business hours as listed in our then - current Support Call Process. Requested services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks' advance notice. SECTION D — THIRD PARTY PRODUCTS 1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party Software and related documentation for internal business purposes only. Your rights to the Third Party Software will be governed by the Third Party Terms. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant access to the Third Party Software. 3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware. 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products. 4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third -party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy. SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2). 2. Invoice Disputes. If you believe any delivered software or service does not conform to the tyler 7 warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so. SECTION F — TERM AND TERMINATION 1. Term. The initial term of this Agreement is equal to the number of years indicated for SaaS Services in Exhibit A, commencing on the first day of the first month following the availability of the SaaS environment, unless earlier terminated as set forth below. If no duration is indicated in Exhibit A, the initial term is one (1) year. Upon expiration of the initial term, this Agreement will renew automatically for additional one (1) year renewal terms at our then -current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then -current renewal term. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement. 2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2). 2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don't cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. 2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section H(3). 2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more. 2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a • ° tyler 8 substitute for termination for convenience. SECTION G — INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non -licensed third parties, or your willful infringement. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense • tyler 9 or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense. 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THE THEN -CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request. SECTION H — GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then -current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date. 3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming • °'° tyler 10 aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non -binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct -pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. 5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 6. E -Verify. We have complied, and will comply, with the E -Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. tyler 11 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms. 11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non -enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non -enforcement prevent such party from enforcing each and every term of this Agreement thereafter. 14. Independent Contractor. We are an independent contractor for all purposes under this Agreement. 15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party. 16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials. 17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: °• tyler oe: e 12 (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; (b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law. 18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your Data. In the event we detect malware or other conditions associated with your Data that are reasonably suspected of putting Tyler resources or other Tyler clients' data at risk, we reserve the absolute right to move your Data from its location within a multi -tenancy Tyler hosted environment to an isolated "quarantined" environment without advance notice. Your Data will remain in such quarantine for a period of at least six (6) months during which time we will review the Data, and all traffic associated with the Data, for signs of malware or other similar issues. If no issues are detected through such reviews during the six (6) month period of quarantine, we will coordinate with you the restoration of your Data to a non -quarantined environment. In the event your Data must remain in quarantine beyond this six (6) month period through no fault of Tyler's, we reserve the right to require payment of additional fees for the extended duration of quarantine. We will provide an estimate of what those costs will be upon your request. 19. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license. 20. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law. 21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 22. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement. 23. Contract Documents. This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Schedule 1: Business Travel Policy Exhibit C Service Level Agreement Schedule 1: Support Call Process •• J° , tyler 13 Exhibit D Exhibit E Third Party Terms Schedule 1: Hyperlinked Terms Schedule 2: DocOrigin Terms Schedule 3: Koa Hills Terms Schedule 4: BMI Terms Statement of Work IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below. Tyler Technologies, Inc. By: Name: Title: Date: Address for Notices: Tyler Technologies, Inc. One Tyler Drive Yarmouth, ME 04096 Attention: Chief Legal Officer City of Opa-Locka, Florida By: Name: Title: Date: Address for Notices: City of Opa-Locka 3400 NW 135`h Street Opa Locka, FL 33054-4708 Attention: tyler 14 Exhibit A ,) ••-- tyler •. • technologies Exhibit A Investment Summary The following Investment Summary details the software and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Tyler sales quotation to be inserted prior to Agreement execution. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ••:; . tyler 1 Exhibit B • tyler • technologies Exhibit B Invoicing and Payment Policy We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees will be at our then -current rates. 2. Other Tyler Software and Services. 2.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN. 2.2 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. 2.3 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed -fee services, they will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis. 2.4 Conversions: Fixed -fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance to load the converted Data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis. 2.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30 -day window has passed. You may still report Defects to us as set forth in this Agreement. 2.6 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where "Project Planning Services" are provided, payment will be due upon delivery of the Implementation Planning document. 2.7 Annual Services: Unless otherwise indicated in this Exhibit B, fees for annual services are due ••:;:3 tyler 1 Exhibit B annually, in advance, commencing on the availability of the service. Your annual fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual fees will be at our then -current rates. 3. Third Party Products. 3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading. 3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading. 3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery. 3.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary. The foregoing notwithstanding, Koa Hills Professional Services will be invoiced 50% upon commencement of the services and 50% upon completion of the services. 3.5 Third Party SaaS: Third Party SaaS Services fees, if any, are invoiced annually, in advance, commencing with availability of the respective Third Party SaaS Services. Pricing for the first year of Third Party SaaS Services are indicated in the Investment Summary. Pricing for subsequent years will be at the respective third party's then -current rates. 4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in Schedule A and may be increased by Tyler upon notice of no less than thirty (30) days. 5. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then -current Business Travel Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B as Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available. Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting AR@tylertech.com. ••:; tyler 2 Exhibit B Schedule 1 technologies Exhibit B Schedule 1 Business Travel Policy 1. Air Travel A. Reservations & Tickets The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee's total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee's total trip duration, the connecting flight should be accepted. Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for "Basic Economy Fares" because these fares are non-refundable and have many restrictions that outweigh the cost -savings. B. Baggage Fees Reimbursement of personal baggage charges are based on trip duration as follows: • Up to five (5) days = one (1) checked bag • Six (6) or more days = two (2) checked bags Baggage fees for sports equipment are not reimbursable. tyler 1 Exhibit B Schedule 1 2. Ground Transportation A. Private Automobile Mileage Allowance — Business use of an employee's private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home. B. Rental Car Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a "mid -size" or "intermediate" car. "Full" size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined. C. Public Transportation Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately. D. Parking & Tolls When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented. 3. Lodging Tyler's TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. "No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's cancellation policy. Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. tyler 2 Exhibit B Schedule 1 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem. Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required. A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Depart after 12:00 noon Return Day Lunch and dinner Dinner Return before 12:00 noon Breakfast Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows: Breakfast 15% Lunch 25% Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. • tyler 3 Exhibit B Schedule 1 5. Internet Access — Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee's hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable. 6. International Travel All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the "lowest practical coach fare" with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed. When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable. The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable. Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section. tyler 4 Exhibit C • ••::•• tyler.• technologes Exhibit C Service Level Agreement I. Agreement Overview This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. This SLA does not apply to any Third Party SaaS Services. All other support services are documented in the Support Call Process. II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement. Actual Attainment: The percentage of time the Tyler Software is available during a calendar quarter, calculated as follows: (Service Availability — Downtime) - Service Availability. Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third -party providers over whom we exercise no control. Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present. Emergency Maintenance: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client. Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window. Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure. Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week. III. Service Availability a. Your Responsibilities Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number. b. Our Responsibilities When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Planned tyler 1 Exhibit C Downtime, a Client Error Incident, Denial of Service attack or Force Majeure). We will also work with you to resume normal operations. c. Client Relief Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the SaaS fees paid for the calendar quarter. In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen days (15) of the end of the applicable quarter. We will respond to your relief request within thirty (30) day(s) of receipt. The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption. - -- Client Relief Schedule Actual Attainment Client Relief = 99.99% - 99.50% Remedial action will be taken 99.49% - 98.50% 2% 98.49% - 97.50% 4% 97.49% - 96.50% 6% 96.49% - 95.50% 8% Below 95.50% 10% * Notwithstanding language in the Agreement to the contrary, Recovery Point Objective is one (1) hour. IV. Maintenance Notifications We perform Standard Maintenance during limited windows that are historically known to be reliably low -traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you. Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable that the Tyler Software will be unavailable during the maintenance window. tyler 2 Exhibit C Schedule 1 •••. , tyler •• technologies Exhibit C Schedule 1 Support Call Process Support Channels Tyler Technologies, Inc. provides the following channels of software support for authorized users*: (1) On-line submission (portal) — for less urgent and functionality -based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website. A built-in Answer Panel provides users with resolutions to most "how-to" and configuration - based questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case. (2) Email — for less urgent situations, users may submit emails directly to the software support group. (3) Telephone — for urgent or complex questions, users receive toll -free, telephone software support. * Channel availability may be limited for certain applications. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website — www.tylertech.com — for accessing client tools, documentation, and other information including support contact information. (2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7. (3) Tyler Community —provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (4) Tyler University — online training courses on Tyler products. Support Availability Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday — Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Tyler's holiday schedule is outlined below. There will be no support coverage on these days. New Year's Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day Labor Day For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of •1 tyler 1 Exhibit C Schedule 1 such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below. We will also make commercially reasonable efforts to be available for one pre -scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment. Incident Handling Incident Tracking Every support incident is logged into Tyler's Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler's Customer Portal or by calling software support directly. Incident Priority Each incident is assigned a priority level, which corresponds to the Client's needs. Tyler and the Client will reasonably set the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain "characteristics" may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the Client towards clearly understanding and communicating the importance of the issue and to describe generally expected response and resolution targets in the production environment only. References to a "confirmed support incident" mean that Tyler and the Client have successfully validated the reported Defect/support incident. Priority Level Characteristics of Support Incident Resolution Targets; Support incident that causes (a) Tyler shall provide an initial response to Priority Level complete application failure or 1 incidents within one (1) business hour of receipt of 1 application unavailability; (b) application failure or unavailability in the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to Critical one or more of the client's remote location; or (c) systemic loss of resolve such support incidents or provide a circumvention procedure within one (1) business multiple essential system functions. day. For non -hosted customers, Tyler's responsibility for lost or corrupted data is limited to assisting the Client in restoring its last available database. tyler 2 Exhibit C Schedule 1 Priority Level Characteristics of Support Incident Resolution Targets` 2 High Support incident that causes (a) repeated, consistent failure of essential functionality affecting more than one user or (b) loss or corruption of data. Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within ten (10) business days. For non -hosted customers, Tyler's responsibility for loss or corrupted data is limited to assisting the Client in restoring its last available database. 3 Medium Priority Level 1 incident with an existing circumvention procedure, or a Priority Level 2 incident that affects only one user or for which there is an existing circumvention procedure. Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents without the need for a circumvention procedure with the next published maintenance update or service pack, which shall occur at least quarterly. For non -hosted customers, Tyler's responsibility for lost or corrupted data is limited to assisting the Client in restoring its last available database. 4 Non critical Support incident that causes failure of non -essential functionality or a cosmetic or other issue that does not qualify as any other Priority Level. Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future version release. 'Response and Resolution Targets may differ by product or business need Incident Escalation If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect. Remote Support Tool Some support calls may require further analysis of the Client's database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry -standard remote support tool. Tyler's support team must have the ability to quickly connect to the Client's system and view the site's setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. •• .% tyler 3 Exhibit D > • :') )• j,. ••• I) • tyler technologies Exhibit D Third Party Terms REMAINDER OF PAGE INTENTIONALLY LEFT BLANK °• >> tyler 1 Exhibit D Schedule 1 • •••'••.tyler •. • technologies Exhibit D Schedule 1 Hyperlinked Terms Socrata Solution Terms. Your use of certain Tyler solutions includes Tyler's Socrata data platform . Your rights, and the rights of any of your end users, to use Tyler's Socrata SaaS Services Terms of Services, available at https://www.tylertech.com/terms/socrata-saas-services-terms-of-service. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand and agree to said terms. ThinPrint Terms. Your use of Tyler Forms software and forms is subject to the End User License Agreement terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway found here: https://www.thinprint.com/en/legal-notes/eula/. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms. Twilio Acceptable Use Policy. Your use of the Tyler solutions listed below includes functionality provided by a Third Party Developer, Twilio. Your rights, and the rights of any of your end users, to use said functionality are subject to the terms of the Twilio Acceptable Use Policy, available at http://www.twilio.com/legal/aup. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any such Tyler solution, you certify that you have reviewed, understand and agree to said terms. Tyler hereby disclaims any and all liability related to your or your end user's failure to abide by the terms of the Twilio Acceptable Use Policy. Any liability for failure to abide by said terms shall rest solely with the person or entity whose conduct violated said terms. • Electronic Warrants • Modria • Odyssey Notifications Add On (text notifications) • ReadySub • Tyler ACFR • Tyler Notify • Tyler Jury Manager • Tyler Supervision • Virtual Court tyler 1 Exhibit D Schedule 3 •�_ '- 411—(-) •••-( ) • tyler technologies Exhibit D Schedule 2 DocOrigin Terms REMAINDER OF PAGE INTENTIONALLY LEFT BLANK tyler 1 Exhibit D Schedule 3 ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY ECLIPSE CORPORATION WSL, INC. (Eclipse Corporation) AND IS NOT BEING SOLD. THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES. DocOrio i n SOFTWARE LICENSE IMPORTANT -READ CAREFULLY: This End -User License Agreement ("Agreement' or 'EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as 'You") and Eclipse Corporation WSL, Inc. referred to in this EULA as Eclipse Corporation, for the DocOrigin software product that accompanies this EULA. including any associated media, printed materials and electronic documentation (the "Software")_ The Software also encompasses any software updates, add-on components, web services and,br 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 :his 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 TI -I_. AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BEND 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 Eclipse Corporation. ,designed to provide unlocked access to the Software and its functionality. 1.2 Evaluation License. Subject to all of the terms and conditions of this Agreement, Eclipse Corporation grants You a limited, royalty -free, non-exclusive, non -transferable license to download and install a copy of the Software from www.doccrigin_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 gram will automatically end on expiry of the Evaluation Period and you acknowledge and agree that Eclipse Corporation will be under no obligation to renew or extend the Evaluation Period. If you wish to continue using the Software You may, on payment of the applicable fees, upgrade to a full license (as further described in section 1.3 below) on the terms of this Agreement and will be issued with a License Key for the same. If you do not wish to continue to license the Software after expiry of the Evaluation Period, then You agree to comply with the termination obligations set out in section [7.3] of this Agreement. For greater certainty, any document generated by you under an evaluation license will have a 'spoiler' or watermark on the output document. Document generated by DocOrigin software that has a valid license key file also installed will not have the 'spoiler' produced. You are not permited to remove the watermark or 'spoiler' from documents generated using the software under an evaluation license. 1.3 Development and Testing Licenses_ Development and testing licenses are available for purchase through authorized distributors and resellers of Eclipse Corporation only. Subject to all of the terms and conditions of this Agreement, Eclipse Corporation grants You, a perpetual (subject to termination by Eclipse Corporation due to your breach of the terms of this Agreement), non-exclusive, non -transferable, worldwide • ° e tyler 2 Exhibit D Schedule 3 non -sub license able license to download and install a copy of the Software from www.docorigin.com on a single machine and use for development and testing to create collateral deployable to Your production systems). You are not entitled to use a development and testing license for live production purposes. 1.4 Production Licenses. Production licenses are available for purchase through authorized distributors and resellers of Eclipse Corporation only. Subject to all of the terms and conditions of this .Agreement, Eclipse Corporation grants You, a perpetual (subject to termination by Eclipse Corporation due to your breach of the terms of this Agreement), non-exclusive, non -transferable, worldwide non -sub license able license to use the Software in accordance with the license type purchased by you as set out on your purchase order as further described below. For greater certainty, unless otherwise agreed in a purchase order concluded with an approved distributor of the Software, and approved by Eclipse Corporation, the default license to the Software is a per -CPU license as described in A. below: A. 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. Virtual Machines ('VM's) are considered as a server. Installing and configuring the software on multiple VM's requires one license per VM server. An enterprise license is available upon request. Pricing varies based on the size of the company. 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 1,0500 pages, this will be counted as 250 documents which should correspond to 250 invoices. C. Per -Surface. This is defined as a fee per surface based on the total number of surfaces generated annually by merging data with a template created by the Software_ The combined data and template produce documents of one or more pages, the pages may be printed one side (one surface) or duplexed (2 surfaces). The documents may be rendered to a computer file (i.e. PDF), each page placed in the file is considered a surface. A document may contain 1 or more surfaces_ For instance, a batch of invoices for 250 customers may contain 5010 pages duplexed, this will be counted as 100D 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 seraerl: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. After installation of the Software pursuant to this EULA, you may store a copy of the installation files for the Software solely for backup or archival purposes_ Except as expressly provided in this EULA you may not otherwise make copies of the Software or the printed materials accompanying the Software_ 1.7 Third -Party Software License Rights. If a separate license agreement pertaining to an item of third -party software is: delivered to You with the Software, included in the Software download package, or referenced in any material that is provided with the Software, then such separate license agreement shall govern Your use of that item or version of Third -Party Software. Your rights in respect to any third -party software, third -party data, third -party software or other third -party content provided with the Software shall be limited to those rights necessary to operate the Software as permitted by this Agreement. No other rights in the Software or third -party software are granted to You. • •°® tyler 3 Exhibit D Schedule 3 2. LICENSE RESTRICTIONS Any copies of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy of the Software originally provided to You. You may not remove or alter any copyright, trademark andhor 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) Eclipse Corporation to that use, and (b) such third party to comply with this Agreement. You further agree not to (1) 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 "(our License Key, You will be entitled to download the latest version of the Software from the DocOrigin web site www.docorigin.com. Use of any updates provided to You shall be governed by the terms and conditions of this Agreement. Eclipse Corporation reserves the right at any time to not release or to discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software. 3.2 On expiry of your maintenance and support contract, you will have the right to continue using the current version(s) of the Software which you downloaded prior to the date of expiry of your License Key. However, you will need to renew maintenance and support in order to receive a new License Key that will unlock the more current version(s) of the Software_ For greater certainty, if you attempt to use an expired License Key to download the latest version of the Software, the Software will revert to being a locked, evaluation copy of that version of the Software. 4. INTELLECTUAL PROPERTY RIGHTS. This EULA does not grant you any rights in connection with any trademarks or service marks of Eclipse Corporation or 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 Eclipse Corporation or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Software, but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this Software contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. 5. DISCLAIMER OF WARRANTIES. TO THE GREATEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE AND TECHNICAL SUPPORT PROVIDED BY ECLIPSE CORPORATION HEREUNDER ARE PROVIDED ON AN AS IS" BASIS AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR OPAL, ,ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE ^RDVIDED UNDER THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY ECLIPSE CORPORATION ECLIPSE CORPORATION DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT_ ECLIPSE CORPORATION DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE ERROR -FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRECTED. In certain jurisdictions, some or all of the provisions in this Section may not be effective or the applicable law may mandate a more extensive warranty in which case the applicable law will prevail over this Agreement. • tyler 4 Exhibit D Schedule 3 6. INDEMNIFICATION .& LIMITATIONS OF LIABILITY. 8.1 Eclipse Corporation shall defend and:or settle at its expense, any claims, actions, allegations or proceedings against You to the extent arising out of or relating to misappropriation or infringement by the Software of any third party's proprietary or intellectual property right (`Claims"), and Eclipse Corporation shall pay all damages finally awarded by a court of competent jurisdiction to such third party against You, or any settlement amounts agreed by Eclipse Corporation; subject to the conditions that, You shall notify Eclipse Corporation promptly of any You Claims, permit Eclipse Corporation to control the defense and settlement of such Claims and assist Eclipse Corporation, at Eclipse Corporation's expense, in defending or settling such Claims. Eclipse Corporation shall not be liable for any settlement amountsentered into by You without Eclipse Corporation's prior written approval. If Eclipse Corporation has reason to believe that it would be subject to an injunction or continuing damages based on the Software, then Eclipse Corporation may (and if Eclipse Corporation or any of its customers or third party software suppliers is subject to an injunction or continuing damages based on the Software), then notwithstanding any other provision in this Agreement, Eclipse Corporation shall be entitled to either modify the Software to make it non -infringing andIor remove the misappropriated material, replace the Software or portion thereof with a service or materials that provide substantially the same functionality or information, or, if neither of the foregoing is commercially practicable, require You to cease using the Software and refund to You (a) a pro rata portion of any one (1) time fees (based on a three (S) year, straight-line depreciation schedule from the date of payment), and (b) any fees that have been pre -paid by You but are unused. The foregoing notwithstanding, Eclipse Corporation shall have no liability for a claim of infringement or misappropriation to the extent caused by (i) the combination of the Software with any other service, software, data or products not provided or approved by Eclipse Corporation; or (ii) the use of any material provided by You or any end users, (iii) any breach by You of this Agreement THE FOREGOING 1S ECLIPSE CORPORATION'S SOLE AND EXCLUSIVE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD -PARTY INTELLECTUAL PROPERTY RIGHTS. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECLIPSE CORPORATION BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, LEGAL EXPENSES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOST OR DAMAGED DATA, LOSS OF COMPUTER TIME, COST OF SUBSTITUTE GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ECLIPSE CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE. 6.2 THE ENTIRE LIABILITY OF ECLIPSE CORPORATION AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED BY ECLIPSE CORPORATION IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS PAID BY YOU FOR THE SOFTWARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE TO THE CLAIM. 6.3 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER ECLIPSE CORPORATION NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. 7. TERM AND TERMINATION 7.1 The term of this Agreement will begin on download of the Software and, in respect of an Evaluation License, shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1, shall continue for as long as You use the Software, unless earlier terminated sooner under this section 7. 7.2 Eclipse Corporation may terminate this Agreement in the event of any breach by You if such breach has not been cured within thirty (S0)days of notice to You. No termination of this Agreement will entitle You to a refund of any amounts paid by You to Eclipse Corporation or its applicable distributor or reseller or affect any obligations You may have to pay any outstanding amounts owing to Eclipse Corporation or its distributor. tyler 5 Exhibit D Schedule 3 7.3 Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement Within thirty 1.3a) days of termination or expiration of this Agreement, You shall purge all Software and all copies thereof from all computer systems and storage devices on which it was stored, and certify such to Eclipse Corporation B. GENERAL PROVISIONS 9.1 No Waiver. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied tern', set out in this Agreement constitutes consent to any subsequent breach, whether of the same or any other provision. B.2 Severability. If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this Agreement and the remainder of this Agreement will remain in full force and effect 8.3 Assignment. You may not transfer or assign this Agreement {whether voluntarily, by operation of law, or otherwise) without Eclipse Corporation 's prior written consent Eclipse Corporation may assign this Agreement at any time without notice. This Agreement is binding upon and will inure to the benefit of both parties, and their respective successors and permitted assigns. 8.4 Governing Law and Venue if You are located in the USA. This Agreement shall be governed by the laws of the State of Texas iF You are located in the USA. No choice of laws rules of any jurisdiction shall apply to this Agreement You consent and agree that the courts of the State of Texas shall have jurisdiction over any legal action or proceeding brought by You arising out of or relating to this Agreement, and You consent to the jurisdiction of such courts for any such action or proceeding. 8.5 Governing Law and Venue if You are not located in the USA. This Agreement shall be governed by the laws of the Province of Ontario in Canada if You are not located in the USA _ No choice of laws rules of any jurisdiction shall apply to this Agreement You consent and agree that the courts of the Province of Ontario in Canada shall have jurisdiction over any legal action or proceeding brought by You arising out of or relating to this Agreement, and You consent to the jurisdiction of such courts for any such action or proceeding. 9.6 Entire Agreement. This Agreement is the entire understanding and agreement between You and Eclipse Corporation with respect to the subject matter hereof, and it supersedes all prior negotiations, commitments and understandings, verbal or written, and purchase order issued by You. This Agreement may be amended or otherwise modi.5ed by Eclipse Corporation from lime to time and the most recent version of the Agreement will be available on the Eclipse Corporation website www.docorigin.com. Last Updated: July 22, 2017 ••oo tyler 6 Exhibit D Schedule 3 tyler 0 technologies Exhibit D Schedule 3 Koa Hills Terms Software as a Service AGREEMENT This Software as a Service Agreement ("Agreement"), made as of the date of last signature below ("Effective Date"), is by and between Koa Hills Consulting, a Nevada LLC ("Supplier"), having an office for notices at P.O Box 58, Reno, NV 89504, and City of Opa Locka ("Client"), located at 3400 NW 135th Street, Opa Locka, FL 33054-4708 INTENDING to be legally bound, Supplier and Client agree that the following terms and conditions will apply to the SaaS Software and services provided under this Agreement, including the attached Statement of Work which is incorporated by reference. 1. DEFINITIONS Whenever used in this Agreement, any schedules, exhibits, or addenda to this Agreement, the following terms shall have the meanings assigned below. Other capitalized terms used in this Agreement are defined in the context in which they are used. 1.1 "Agreement" means this Software as a Service Agreement between Supplier and Client, inclusive of all schedules, exhibits, attachments, addenda, and other documents incorporated by reference. 1.2 "Authorized User" means the employees of the Client. 1.3 "Confidential Information" means any information that a disclosing party treats in a confidential manner and that is marked "Confidential Information" prior to disclosure to the other party. Confidential Information does not include information which: (a) is public or becomes public through no breach of the confidentiality obligations herein; (b) is disclosed by the party that has received Confidential Information (the "Receiving Party") with the prior written approval of the other party; (c) was known by the Receiving Party at the time of disclosure; (d) was developed independently by the Receiving Party without use of the Confidential Information; (e) becomes known to the Receiving Party from a source other than the disclosing party through lawful means; (f) is disclosed by the disclosing party to others without confidentiality obligations; or (g) is required by law to be disclosed. 1.4 "Documentation" means, collectively: (a) all materials published or otherwise made available to Client by Supplier that relate to the functional, operational and/or performance capabilities of the Software; (b) all user, operator, system administration, technical, support and other manuals and all other materials published or otherwise made available by Supplier that describe the functional, operational and/or performance capabilities of the Software; (c) any Requests for Information and/or Responses for Proposals (or documents of similar effect) issued by Client, and the responses thereto from Supplier, and any document which purports to update or revise any of the foregoing. 1.5 "Enhancements" means any improvements, modifications, upgrades, updates, fixes, revisions and/or expansions to the Software that Supplier may develop or acquire and incorporate into its standard version of the Software or which the Supplier has elected to make generally available to its clients who are on a support and/or maintenance plan. • • ° tyler 1 Exhibit D Schedule 3 1.6 "Intellectual Property Rights" includes without limitation all right, title, and interest in and to all (a) Patent and all filed, pending, or potential applications for Patent, including any reissue, reexamination, division, continuation, or continuation -in -part applications throughout the world now or hereafter filed; (b) trade secret rights and equivalent rights arising under the common law, state law, federal law, and laws of foreign countries; (c) copyrights, other literary property or authors rights, whether or not protected by copyright or as a mask work, under common law, state law, federal law, and laws of foreign countries; and (d) proprietary indicia, trademarks, tradenames, symbols, logos, and/or brand names under common law, state law, federal law, and laws of foreign countries. 1.7 "Project Manager" means the individual who shall serve as each party's point of contact with the other party's personnel as provided in this Agreement. The initial Project Managers and their contact information are set forth in the Notices section below and may be changed by a party at any time upon written notice to the other party. 1.8 "SaaS Fees" means the fees for the SaaS Services identified in the SOW/Quote. 1.9 "SaaS Services" means the right to use the Historical Data Archive Software, receive maintenance and support. 1.10 "SOW" means the standard implementation plan describing what services/data will be provided to implement the Historical Data Archive software. 1.11 "Support and Maintenance Services" means the technical support, error correction services and support, and Enhancements provided by Supplier to Client to use, maintain and enhance the Software provided by Supplier to Client. 1.12 "Third Party" means persons, corporations, and entities other than Supplier, Client or any of their employees, contractors, or agents. 1.13 "Third Party Software" means any Software provided by Supplier to Client that Supplier licensed from a Third Party and is to be delivered by Supplier to Client in connection with the Software. 1.14 "Version" means one of a sequence of copies of a Software program, each incorporating new modifications commonly identified by a number in the form X.Y, where X is the Version number and Y is the release number. An increment in X (with Y reset to zero) signifies a substantial increase in the function of the program or a partial or total re -implementation, whereas Y increases each time the program is changed in any way and re-released. 1.15 We, Us, Our means Koa Hills Consulting LLC 1.16 You and similar terms means the Client 2. Rights Granted and Restrictions 2.1 Koa Hills Consulting LLC grants to you a non-exclusive non -assignable limited right to use to use the Historical Archive Database SaaS Services for your internal business purposes only as of the effective date. Your rights to use the Historical Archive database software are perpetual but may be revoked if you fail to comply with any material terms of this agreement and have not cured such material failure within 30 days. 2.2 SaaS fees — You agree to pay us SaaS Fees. If the annual fee is not paid when due your SaaS Service to use the software will be suspended unless and until payment is made in full. 2.3 The documentation is licensed to you and may be used and copied by your employees for internal, non- commercial reference purposes only. 2.4 Client understands and agrees that, except as permitted by this Agreement, it may not: (a) sell, assign, lease, license, sub -license or otherwise distribute the Software or Documentation, (b) use the Software for the purposes of providing commercial data processing services to Third Parties, such as commercial use in a service bureau, timesharing, remote batch, or other similar commercial operation; (c) create or attempt to create, or permit others to create or attempt to create, by reverse engineering or any other process, the Software. 2.5 We reserve all rights not expressly granted to you in this agreement. The Historical Archive Database 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 Historical Archive Database Software and the documentation. 3. Support and Maintenance Services 3.1 The Client shall receive the general help desk Support and Maintenance Services offered by Supplier. °m. tyler 0 2 Exhibit D Schedule 3 3.2 The Project Managers, or such persons as otherwise designated by Client and Supplier, shall serve as said parties' contacts for all communications relating to Support and Maintenance Services. Each party may change its own contact person by written notice to the other party. 3.3 Except as otherwise provided in a signed addendum to this Agreement, nothing herein shall obligate Supplier to enhance the Software in any respect or on any particular date. The decision as to whether and/or when, to enhance the Software will be within Supplier's discretion. 4. Professional Services 4.1 We will provide the implementation services outlined in the Statement of Work (SOW) 4.2 You agree to pay the professional services fees for our services in the amounts set forth in the Tyler Technologies, Inc. agreement Investment Summary and as indicated in Exhibit B of such agreement. The Client acknowledges that the fees stated for such services are good faith estimates of the time and materials required for your implementation. 4.3 Additional Professional Services. If additional work beyond the scope of contracted services is required or if the Client requests additional work outside the original SOW, then a change order will be produced with the hours required/requested at the current hourly rate. 4.4 Access and Requirements. At no cost to Koa Hills Consulting LLC, Client agrees to provide us with full and free access to your personnel and equipment and network as may be reasonably necessary to provide implementation and installation services, subject to reasonable security protocols. 4.5 Client Assistance. You acknowledge that the implementation of the Historical Archive Database software is a cooperative process requiring time and effort from your personnel. We will not be liable for failure to meet deadlines or milestones when such failure is due to Force Majeure or by failure of your personnel to provide cooperation and assistance. 5. Fees, Invoicing, Payment, and Invoice Disputes 5.1 Client agrees to pay all undisputed amounts due to Supplier in accordance with the Tyler Technologies SaaS Agreement to which these terms are an exhibit. Such fees will be payable by client and within thirty (30) calendar days of Client's receipt of Supplier's invoice or the invoice due date, whichever is later. 5.2 If an invoiced amount is disputed in good faith by the Client, then the Client shall work with the Supplier to resolve the dispute. Client may suspend the payment of all disputed amounts until the dispute is resolved. Client has 30 days from the invoice date to dispute an invoice in writing to the Supplier. 6. Term and Termination 6.1 Term. This Agreement shall be effective as of the Effective Date. The initial term of the SaaS Services is 5 years beginning with the availability of the SaaS Services and ends five (5) years later, unless earlier terminated as set forth below. Upon expiration of the initial term, and upon mutual agreement of both parties, this Agreement may renew for up to five (5) additional five (5) year renewal terms, each at our then -current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the initial term or the end of the then -current renewal term. We will provide you notice of any increase in SaaS Fees no less than ninety (90) days prior to the commencement of the renewal term. You will then have until sixty (60) days prior to the termination of the current term to agree to a renewal of this Agreement at the prices contained in our notice, or as we may otherwise agree. Your right to access or use the Historical Data Archive Software and the SaaS Services will terminate at the end of this Agreement. 6.2 This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes 6.3 Either party may terminate this Agreement if the other party intentionally and materially breaches this Agreement and then fails to correct such breach within thirty (30) days. Written notice of the breach will be provided to the offending party as soon as the breach is identified. In the event of an uncorrected breach this Agreement can be terminated immediately. ••:;: , tyler 3 Exhibit D Schedule 3 6.4 Failure to Pay SaaS Fees - You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Historical Data Archive Software. We may also terminate this Agreement if you don't cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. 6.5 Fees for Termination without Cause - Client hereby acknowledges that we have invested time and personnel in the development of the software being licensed to the Client. Therefore, termination of this Agreement without cause during the initial term will result in a financial hardship to us. If you terminate this Agreement during the initial term for any reason other than cause, Force Majeure, or lack of appropriations, or if we terminate this Agreement during the initial term for your failure to pay SaaS Fees, you shall pay us the following early termination fees: a. if you terminate during the first year of the initial term, 100% of the SaaS Fees through the date of termination plus 25% of the SaaS Fees then due for the remainder of the initial term; b. if you terminate during the second year of the initial term, 100% of the SaaS Fees through the date of termination plus 15% of the SaaS Fees then due for the remainder of the initial term; and c. if you terminate after the second year of the initial term, 100% of the SaaS Fees through the date of termination plus 10% of the SaaS Fees then due for the remainder of the initial term. 6.6 The following Sections shall survive the expiration or termination of this Agreement: Section 6, 7, 9, 10, 11, 12, 13, 15 and 16. Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees. 7. Warranty, Limitation of Liability, and Indemnification 7.1 Supplier represents and warrants that the Software provided under this Agreement shall function substantially in accordance with the Documentation and produce results substantially in accordance with the Documentation. Supplier's obligations for breach of the Software Warranty shall be limited to using its best efforts, at its own expense, to correct or replace that portion of the Software which fails to conform to such warranty, and, if Supplier is unable to correct any breach in the Software Warranty by the date which is sixty (60) days after Client provides notice of such breach, Client may, in its sole discretion, either extend the time for Supplier to cure the breach or terminate this Agreement. This will be your sole remedy should we be unable to cure the defect. 7.2 THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7.3 If the Software and/or Documentation, or any part thereof, is the subject of any claim for infringement of any patent, copyright, trademark, or other proprietary right or violates any trade secret or other contractual right of any Third Party, or if it is adjudicated by a court of competent jurisdiction that the Software and/or Documentation, or any part thereof, infringes any patent, copyright, trademark, or other proprietary right or violates any trade secret or other contractual right of any Third Party, and Client's use of the Software and/or Documentation, or any part of it, is enjoined or interfered with in any manner, Supplier shall, at its sole expense and within sixty (60) calendar days of such injunction or interference, either: (a) procure for Client the right to continue using the Software and/or Documentation free of any liability for infringement or violation; (b) replace or modify the Software and/or Documentation, or parts thereof, with non -infringing Software and/or Documentation of equivalent or better functionality. 7.4 Supplier shall have no obligation to indemnify Client for a claim if: (a) Client uses the Software in a manner contrary to the provisions of this Agreement and such misuse is the cause of the infringement or misappropriation; or (b) Client's use of the Software in combination with any product, software or system not authorized, approved or recommended by Supplier and such combination is the cause of the infringement or misappropriation; or (c) altering or modifying the Historical Archive Database software including any modification by a third parties at your direction or otherwise permitted by you; or (d) willful infringement, including use of the software after we notify you to discontinue use due to such a claim. tyler 4 Exhibit D Schedule 3 7.5 Supplier shall defend, indemnify and hold the Client, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages caused by or resulting from the negligent or intentional acts or omissions of the Supplier, its officers, employees, or agents. 7.6 Client shall defend, indemnify and hold the Supplier, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages caused by or resulting from the negligent or intentional acts or omissions of the Client, its officers, employees, or agents. 7.7 The indemnifying party shall keep the other reasonably apprised of the continuing status of the claim, including any proceedings resulting from it, and shall permit the other party, at its expense, to participate in the defense or settlement of the claim provided that the indemnifying party has the sole right to control the defense. 7.8 LIMITATION OF LIABILITY - EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED; (A) PRIOR TO FORMAL TRANSITION TO MAINTENANCE AND SUPPORT TWO TIMES (2X) THE TOTAL ONE TIME FEES SET FORTH IN THE TYLER TECHNOLOGIES, INC. SAAS AGREEMENT. ; OR (B) AFTER FORMAL TRANSITION TO MAINTENANCE AND SUPPORT, TWO TIMES (2X) THE THEN CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITIATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITIATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTION 8.3 THROUGH 8.6. 7.9 EXCLUSION OF CERTAIN DAMAGES —TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE OR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. Insurance During the course of performing services under this agreement, Koa Hills Consulting LLC agrees to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation of at least $1,000,000; (e) Cyber Insurance of at least $1,000,000. We will provide a certificate of insurance upon request. 9. Confidentiality 9.1 Each party acknowledges that certain information that it shall acquire from the other is of a special and unique character and constitutes Confidential Information. 9.2 The Receiving Party agrees to exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own similar Confidential Information and not to directly or indirectly provide, disclose, copy, distribute, republish, or otherwise allow any Third Party to have access to any Confidential Information without prior written permission from the disclosing party. However: (a) either party may disclose Confidential Information to its employees and authorized agents who have a need to know; (b) either party may disclose Confidential Information if so required to perform any obligations under this Agreement; and (c) either party may disclose Confidential Information if so required by law (including court order or subpoena). 10. Title/Ownership 10.1 Client acknowledges that Supplier holds all right, title and interest in any copyrights, patents, trade secrets and any other Intellectual Property Rights in the Software. Nothing in this Agreement shall be construed to convey any title or ownership rights in the Software to the Client. 10.2 All data created and/or processed by the Software is and shall remain the property of the Client and shall ••1 tyler 5 Exhibit D Schedule 3 in no way become attached to the Software, nor shall Supplier have any rights in or to the data of Client. 10.3 Any documents, forms, compilations and/or spreadsheets that are generated from the utilization of the functionality of the Software are not the intellectual property of the Supplier and can be used by Client in its ordinary course of business, including but not limited to Client sharing such documents with Third Parties. 11. Dispute Resolution 11.1 Designated Supplier and Client Project Managers shall meet as often as is reasonably required to review the performance of the parties under this Agreement and to resolve any disputes. 11.2 If a dispute arises and these representatives are unable to resolve the dispute within fifteen (15) business days, then the dispute will be escalated to an executive level representative of each party with the authority to resolve such matters. Supplier and Client executives must meet to resolve any disputes. To the extent provided by law, all meetings and discussions between executive level representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar state rule. If we fail to resolve the dispute, then the parties shall participate in non -binding mediation to resolve the dispute. If the dispute remains unresolved after mediation, then either party may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent either party from seeking necessary injunctive relief during the dispute resolution procedures. 12. Taxes All taxes required for the Software purchase by Client under this Agreement will be the responsibility of Client. Client is responsible for remitting all taxes to the taxing authority. 13. Joint Drafting SUPPLIER AND CLIENT ACKNOWLEDGE THAT EACH HAS BEEN ADVISED BY THEIR RESPECTIVE ATTORNEYS REGARDING THE TERMS, EFFECTS AND CONSEQUENCES OF THE AGREEMENT. ACCORDINGLY, SUPPLIER AND CLIENT AGREE THAT THIS AGREEMENT SHALL NOT BE CONSTRUED AS HAVING BEEN DRAFTED SOLELY BY OR ON BEHALF OF EITHER PARTY. 14. 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 prior written consent of the other party; provided, however your consent is not required for assignment by us because of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 15. Governing Law This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, excluding its conflicts of laws provisions. Any dispute, claims, demands or actions arising out of or in relation to this Agreement, or the interpretation, making, performance, breach, or termination thereof shall be brought in and resolved by the Superior Court of the County of Washoe in Reno, Nevada. 16. No Intended Third Party Beneficiaries This agreement is entered into solely for the benefit of Supplier and Client. 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. 17. Client Name Client agrees that Supplier can identify Client by name in client lists, and with prior written consent marketing presentations and promotional materials. • • tyler 6 Exhibit D Schedule 3 18. Force Majeure Neither party shall be liable to the other for failure or delay of performance hereunder due to earthquake, flood, storm, fire, epidemics, acts of government, governmental agencies or officers, war, insurrection, riots, civil disturbances, or any other cause beyond the reasonable control of the non -performing party. The non- performing party will promptly notify the other party in writing of an event of force majeure, the expected duration of the events, and its anticipated effect on the ability of the party to perform its obligations and make reasonable effort to remedy the event of force majeure in a timely fashion. 19. Notices 19.1 All notices, requests, consents, approvals, or authorizations in connection with this Agreement (collectively, "Notices") must be given in writing, sent by personal delivery, messenger, overnight delivery service, electronic mail with delivery acknowledgement or the United States mail, postage prepaid, certified, or registered, return receipt requested, and addressed as follows: If to Supplier: Koa Hills Consulting LLC P.0 Box 58, Reno, NV 89504 Attention: John Schwartz If to Client: City of Opa Locka 3400 NW 135th Street, Opa Locka, FL 33054-4708 Attention: [POSITION TITLE] 19.2 All Notices sent in accordance with the foregoing shall be deemed received by the intended recipient: (a) upon personal delivery; or (b) One (1) business day following deposit with an overnight courier service submitted in time for next day delivery or (c) by email acknowledgement. 20. Severability 20.1 The terms of this Agreement are severable. If any provision of this Agreement, or any portion thereof, is declared by a court of competent jurisdiction to be illegal, void, invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of the Agreement will continue in full force and effect for the same purpose. 20.2 In the event that any provision shall be held to be illegal, void, invalid or unenforceable, that provision shall in good faith be renegotiated to reflect as closely as possible the intent of the original provisions of this Agreement in a manner that is valid and enforceable. 21. Waiver 21.1 The waiver of any performance required under this Agreement or of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent failure to perform or breach of the same or any other provision of this Agreement. 21.2 The delay or omission by either party to exercise any right or remedy under this Agreement shall not be construed to be either acquiescence or the waiver of the ability to exercise any right or remedy in the future. 22. Counterparts This Agreement may be executed in multiple counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one and the same instrument. Each party shall receive a duplicate original of the counterpart copy or copies executed by it. For purposes hereof, a facsimile or emailed copy of this Agreement, including the signature pages hereto, shall be deemed • • tyler 7 Exhibit D Schedule 3 an original, and each party agrees that it will not contest the validity of the execution of this Agreement solely based on any signature being a facsimile or electronic transmission. If this Agreement is executed in counterparts, no signatory hereto shall be bound by this Agreement until all parties have executed a counterpart of this Agreement. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this agreement. 23. Headings The section headings in this Agreement are inserted for convenience only, are not substantive, and shall not be interpreted to define, describe, modify, or otherwise limit the interpretation or scope of the provision under the section heading or of the Agreement as a whole. 24. Entire Agreement This Agreement, together with all the incorporated exhibits, schedules, attachments, and proposals and addenda, constitutes the entire, final, and exclusive Agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. The parties expressly disclaim the right to claim the enforceability or effectiveness of any oral modifications to this Agreement or any amendments based on course of dealing, waiver, release, estoppel, or other similar legal theory. Any amendment or modification to this Agreement shall be effective only if in writing and signed by duly authorized representatives of both Supplier and Client. The authorized signatory from each party has read the Agreement, understands it, and is authorized to bind his/her organization. This Agreement becomes binding when signed by the authorized signatory of both parties. IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date. Koa Hills Consulting LLC City of Opa Locka, Florida By: By: Print Name: John Schwartz Title: COO Print Name: Title: Date: Date: 8 tyler Exhibit D Schedule 3 Historical Database Archive Scope of Work Introduction Koa Hills Consulting (KHC) will deliver a web -based data archival system to maintain access to historical data in addition to the data that is converted directly to Munis. This includes information that is not typically converted into Munis, such as closed purchase orders or inactive vendors, as well as additional years of historical data that the client needs. The build out of the historical data archive uses the same Munis data conversion templates and mappings created during the implementation process. Users will be able to access an intuitive web -based application which looks and feels like the Munis Central applications in order to retrieve historical information. The historical information includes the following areas of data: • General Ledger • Projects • Budgets • Vendors • Accounts Payable Checks • Accounts Payable Invoices • Purchase Orders • Contracts • Employee Demographics • Employee Job/Salary • Employee Deductions • Payroll Check History Application Features The historical data archive is a web -based module which provides menu driven access to a series of screens and reports designed for user access. The web front end is very similar in nature to the inquiry options within Munis to provide users with a familiar and intuitive interface. The screens provide the ability to perform advanced searches and return data which may then be viewed and exported to Excel, if needed. The following screens will be available within the historical archive database. Information on these screens will correlate with the Munis screens whenever possible; however, certain pieces of information which would become stale over time are omitted. All data available through the Munis Conversion programs have the opportunity for inclusion in the data archive. Screen Content Accounts, Project Central All related financial activity for a given Munis GL Organization, Object and Project including budget, actual and encumbrance data. Vendor Central All related financial activity for a vendor, and drill down into the detail in: Checks, Invoices, Purchase Order, Contracts. Purchasing Central Purchase order and line item detail with associated AP Invoices. Contracts Central Contract information with associated AP Invoices and Purchase Orders. Invoice Central AP Invoice information with associated purchase orders and payment details. Check History Employee payroll check history • • tyler 1 Exhibit D Schedule 3 Employee Job/Salary Employee Deductions Employee job and salary history Employee payroll deductions Employee Master Employee tracking and general information Deliverables The following deliverables will be provided with the solution: • Web based application to access historical data • Training to use the historical data application • KHC will assist client in converting and populating data input spreadsheets to match mapping requirements • Data conversion templates for mapping o KHC will use the same mapping spreadsheets as the Munis Data Conversion Team • Historical data will be converted into the archival database using the Munis data structure Client Responsibilities • Client shall provide access to fulfill the necessary requirements to historical data files, data mapping expertise and any other necessary information to facilitate the archival process • Client shall furnish legacy system documentation for data mapping, as needed • Client shall furnish the required hardware to run the archival system unless the client chooses the SaaS option • Client shall provide necessary access to the client internal network for installation and configuration if needed • Client shall provide GL Account Crosswalk mapping for any legacy accounts which are desired to maintain for all years archived with the new updated Munis format • Client shall assist with data validation and testing by running reports comparing totals and details on legacy data between systems Hardware Requirements If not using the SaaS solution, the client will supply the stand-alone server with a recent version of Windows Server Operating System, SQL server, SSRS, and the Management Studio package. Though the server is a read only, Koa Hills recommends a duplicate hard drive backup to cover disasters and possible drive failures. Koa Hills will create a schema which closely matches that of Munis data migration for each sub -system. Assumptions • The server will be designed for administrative access only and there will be no layered user security. • Data is consistent for all years. If the data has changed (ex. COA length changed at some point in the past and is different from the current data structure in Munis), then additional professional services may be required. • Legacy system data will be converted from a single source. If there are multiple legacy systems, then additional professional services may be required. • All work will be performed remotely. Travel costs are not included and will be billed as incurred if travel is required. tyler 2 Exhibit D Schedule 4 Exhibit D Schedule 4 BMI Terms BM A GROUP End -User License Agreement (EULA) for Asset -Ink AILS Desktop Computer 'wont ANT-ItEAD t.'11itF 1't1Lt,Yf. all yin)-1ISq License Ago:mold ("Fell 1."i is a Itgt. Ansoci eor between you ylillller Olt indhidtul or n single entity) and the yrluwfinturer IBIi i Systrnss eirotp) of the application software for the desktop version of "AssctTral: ARS- Sofware Product License alto"Assdrr-ark APS Software Protlii' " is protected by r-opyngllf law} and Illtenlaliollal copyright treaties, as well as other intellectual property laws and treaties. The ".AssetTralt ARS Software Product" is licensed, not sold. I, mulct F OF LICENSE, This EULA grants yon the following rights: ' Software. You allay install rid use one copy of the "AssetTrak ARS Software Nodose on (1) computer per license. DESCRIPTION OP OT}IER RIGIITS ,tlVn LI nI TATIONS "Llndtarloeis of Reverse Engineering, Dorntspilatiam and 111sassembly-You may not reverse engineer, des wnpale, or disatscmble the "AssetTrak ARS Software Product". except anti only to the extent dial such activity is cepressly permitted by applicable law notwithstanding this linalatiun 'Separadeen of C'Mtiperterers. The M1 nsetTrsl: ,IRS Spites are Prodtics" is licensed ne n cin;lle prodl►t. Lie taniponeut parts nay not be separated Forum an more than one computer, .Single Computer- "AseelTrak ARS Software Product" is licensed with a Computer on • sinegle produce 'Software Transfer. You may pevtsanrntly tronsfer all of your rights under this EULA only as pat ',tonneau to a new cortipatur I' you trnuisfar nil ofthe '"AssetTroleARS Software Produce distcluding all component parts, the media raid primed martinis if npplienhle, tits C'eetifisate(S) Pt Alninlinniry), and tin retiliienrt oureet ro die tenon of this F..fJt-r:_ A second copy for !wimp only k tterrtelse,l, Only (I) snpy crrr Ire riserl at a brae 'Te aritration.Withaut prejudice to any other rights DMI Systems Group may ruminate this EULA if you Fail to comply with the terms and conditions of this EULA. Iiisudi evert, you trust destroy nil copies of the`"AsmtTrah ARS Software Product` oral ill of ids eoui 'ouerd parts. 3. COPYRIGITI. All tulle and copyrights in and to the "AsscsTrak ARS Software Product" (ioctudcrtg but not limited to any images. photographs, animations, video, n adio, music, text, and 'apples' incorporated into the" AssetTunk ARS Software Product" die aeoonnpatoyittg printedrnaleliala, and arty copies oftho" AsadTrak Alt; Software Product", are tweeted by 1IM1 Systt»u [soup or ire suppliers, You nary not copy the punned onterialss aeeompats'yrug the "Assd'r'rak ARS Software I'rodird", All rights tool specifically grinned under this EULA are reset red by 8M1 Systems Ciotti!, 4. PRODUCT SUPPORT, Product Support for the 'AssetTrak ?,RS Software Product" is provided by EMI Systeene Ctrouup or its subsidiaries. For pursuit smppent, please refer to 83It'i support souther provided iii the domincnlatiou fur the software. Should you llnne any quctlitaiks eoneening this EULA, or if you desire t9 endael nil Systems Orwonp for arty other rcas9n. please refer to the address provided in the documentation for die "AssetTrnk ARS Software Prndu et". 5, U.S. GOVERNMENT RESTRICTED RIGHTS, The "ArsstTrak ARS Software Prodaet" and duannenlation arc provided with RLfSTRiCTEI) RIGHTS. Use. duplication, or disclosure by the tiovmmnatnl is subject to reserictioris as set froth in subparagraph yrl(11(ii) of the Rights in Teets -deal Pain and Computer Software clause at DEARS 152.1. 7.7DI3 or subparagraphs lohi'l and (3) of the Conunerciol C:vtnputer Softnoare.Restriered Ripltte n4R C R 521?^ -iii, us applicnble. lslarmfaenrer is FAR Systems Ckottp, P.O. Box dhftft, Chandler, A7_ 8:12415.62W •°° tyler 1 Exhibit E •. � ) tyler • . technologies Exhibit E Statement of Work Statement of Work to be inserted prior to Agreement execution. •• tyler 1 tyler technologies TYLER & SOURCEWELL ► Making Software Procurement Effortless for the Public Sector Preparing an RFP for a new public sector software solution? Consider your options. Sourcewell is a national agency that uses the combined purchasing power of its members to reduce the cost of procurement, including software and services solutions. Tyler Technologies' software solutions available for purchase through a Sourcewell contract: Brazos"' (Public Safety) Digital Health Department- (Civic Services) Document Pro'" (Records & Documents) Eagle" (Records & Documents) EnerGov'" (Civic Services) ExecuTime'" (Workforce Management) iasWorld® (Appraisal & Tax) Incode® (ERP I Financials, Courts & Justice) MobileEyes® (Public Safety) Munis® (ERP I Financials) New World'" (ERP I Financials I Public Safety) Odyssey® (Courts & Justice) Orion'" (Appraisal & Tax) Socrata® (Data & Insights) Softcode'" (Courts & Justice) Tyler Detect- (Cybersecurity) School Solutions ExecuTime (Workforce Management) Infinite Visions® (ERP I Financials) Munis (ERP I Financials) Socrata (Data & Insights) Schoolmaster® (Student Information) What does this mean to me? Sourcewell satisfies the bidding and award process — it doesn't circumvent or eliminate it. Tyler was awarded a Sourcewell contract by earning it through a bid process against competing vendors. How do I benefit from this contract? You get immediate discounts on Tyler products purchased through the Sourcewell contract and significant savings in time, paperwork, administration, and legal costs. How much does it cost? Nothing. Enjoy Sourcewell's buying opportunities through a no cost and no obligation membership. TY-SW-FLY 17946 Traversa® (Student Transportation) Tyler Detect (Cybersecurity) Tyler Pulse`" (Data Analytics) Tyler SIS`" (Student Information) Versatrans® (Student Transportation) Is there more? Not ready to purchase an enterprise software solution just yet? Join Sourcewell now and immediately start saving money on products and services from nationally known vendors, including: software, fax machines, network equipment, heavy equipment, furniture, athletic equipment, custodial supplies, health supplies, HVAC, audiovisual products, security solutions, copiers, mailing equipment, and so much more. When the time is right for your organization, you can buy Tyler Technologies' solutions at your convenience. It's that easy. Sourcewell 1 - Formerly NJPA Less hassle and you save money! Can it get any better? You decide — contact Sourcewell or your Tyler sales rep today! www.sourcewell-mn.gov 888.894.1930 www.tylertech.com 800.772.2260 Per state law, Sourcewell is audited every year. To this end, Sourcewell contracts for an independent annual audit, the results of which are submitted to the state of Minnesota. How can I get started today? Join Sourcewell at https://sourcewell-mn.gov/ become -member Tyler's Sourcewell contract number: 090320-TTI • tyler ❖ • technologies Sales Quotation For: City of Opa-Locka 3400 NW 135th St Opa Locka FL 33054-4708 Phone: +1 (305) 953-2868 Tyler SaaS and Related Services Quoted By: Tim Vickers Qu ote Expiration: 09/30/22 Quote Name: City of Opa-Locka-ERP-Munis Core Financials, EnerGov and Payroll/HR Qu ote Description: 5 Year SaaS Quote Revised Updated 4/26/2022 Saas Term 5.00 Description Qt Im•. Hours Annual Fee Financial Management Acco unting Accounts Payable BMI Asset Track Interface Budgeting Capital Assets Cash Management Contract Management eProcurement Project & Grant Accounting Purchasing 1 1 1 1 1 1 1 1 1 1 96 24 16 32 32 16 16 24 24 56 $ 17,346 .00 $ 4,972.00 $ 1,288 .00 $ 4,972.00 $ 4,188 .00 $ 2,859.00 $ 1,887 .00 $ 2,859.00 $ 3,353 .00 $ 7,225.00 Human Reso urces Management Human Resources & Talent Management Payroll w/ESS Recruiting 2021-279251-V8V5F2 CONFIDENTIAL 1 88 $ 6,993.00 1 168 $ 8,401.00 1 16 $ 1,335.00 Page 1 Risk Management 1 16 $ 1,603.00 Revenue Management Acco unts Receivable 1 56 $ 3,658 .00 Cashiering 1 32 $ 6,288 .00 General Billing 1 24 $ 2,432 .00 Civic Services Business Management Suite 5 112 $ 5,020 .00 Civic Access - Business Management 1 24 $ 5,634 .00 Civic Access - Community Development 1 24 $ 5,634.00 Community Development Suite 21 192 $ 21,084.00 e -Reviews 1 72 $ 9,188 .00 Enterprise Permitting & Licensing Advanced Automation Bundle w Executi ve Insights 1 8 $ 14,439.00 Enterprise Permitting & Licensing Core Foundation Bundle 1 16 $ 1,912.00 Enterprise Service Requests 1 40 $ 2,888.00 My Civic 1 44 $ 8,000.00 Report Toolkit 1 0 $ 1,885.00 Workforce Mobile 10 16 $ 3,350.00 Enterprise Asset Management GIS Content Management Content Manager Core Data Insights Enterprise Analytics and Reporting w Executive Insights Additional Enterprise Forms Processing (including Common Form Set) Recurring Services Payroll Tax Table Updates Sub -Total: Less Discou nt: 26 8 $ 6,214.00 1 32 $ 7,317.00 1 64 $ 9,414 .00 1 0 $ 3,584 .00 1 0 $ 1,000 .00 $ 188,222 .00 $ 18,820 .00 2021-279251-V8V5F2 CONFIDENTIAL Page 2 TOTAL Pro fe ssional Ser vices 1388 $ 169,402 .00 Description Quantity Unit Price Extended Price Maintenance Business Management Enterprise Forms Library (6 Enterprise Forms) Community Dev elopment Enterprise F orms Library (5 Enterprise F orms) Enterprise Forms Processing Configuration Executive Insights Implementation Pro ject Management Co nversions -See Detailed Breakdown Below Onsite Implementatio n Remote Implementatio n TOTAL 3rd Party Hardware, So ftware and Services 1 $ 3,825 .00 $ 3,825.00 1 $ 3,825.00 $ 3,825 .00 1 $ 1,500.00 $ 1,500 .00 1 $ 4,800.00 $ 4,800 .00 124 $ 175 .00 $ 21,700 .00 $ 54,780.00 376 $ 200 .00 $ 75,200.00 1012 $ 175.00 $ 177,100 .00 $ 342,730.00 $ 0 .00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0 .00 $ 0.00 $ 0.00 Description BMI AssetTrak ARS V3 Fixed Asset Mobile Scanning Dev ice Kit - Enterprise ERP/ATARS Cash Drawer Hand Held Scanner - Model 1950GSR Hand Held Scanner Stand Ko a Hills - Tyler Ho sted Data Archive Module - Financials (SaaS) 1 $ 0.00 $ 0 .00 $ 0.00 $ 11,285.00 Koa Hills - Tyler Ho sted Data Archive Module - Financials Professional Services 1 $ 11,340. 00 $ 0.00 $ 11,340.00 $ 0 .00 $ 0 .00 $ 0.00 MISC Hardware 1 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 MISC Hardware 1 $ 0.00 $ 0. 00 $ 0.00 $ 0.00 $ 0 .00 $ 0.00 Misc KOA Hills Conversion 1 $ 0.00 $ 0.00 $ 0.00 $ 0 .00 $ 0.00 $ 0.00 Printer (EPSON TM-H6000V-032) includes Power Supply 1 $ 790.00 $ 0.00 $ 790.00 $ 0 .00 $ 0.00 $ 0 .00 VPN Device 1 $ 4,000. 00 $ 0. 00 $ 4,000.00 $ 0.00 $ 0.00 $ 0 .00 2021-279251-V8V5F2 CONFIDENTIAL Page 3 Unit Unit Unit Maint/SaaS Total Qty Unit Price Discount Total Price Maint/SaaS Discount Maint/SaaS 1 $ 2,790.00 1 $ 260 .00 1 $ 450.00 1 $ 30.00 $ 0.00 $ 0.00 $ 0 .00 $ 0.00 $ 2,790.00 $ 260.00 $ 450.00 $ 30.00 $ 0.00 $ 0 .00 $ 0.00 $ 0.00 $ 0 .00 $ 0.00 $ 0 .00 $ 0 .00 $ 0.00 $ 0 .00 $ 0 .00 $ 0.00 $ 0.00 $ 11,285 .00 TOTAL $ 19,660 .00 $ 11,285 .00 Su mmary One Time Fees Recurring F ees To tal Tyler Software $ 0.00 $ 0 .00 Total Annual $ 0.00 $ 169,402 .00 Total Tyler Services $ 342,730 .00 $ 0.00 Total Third -Party Hardware, Software, Services $ 19,660.00 $ 11,285.00 Summary Total $ 362,390 .00 $ 180,687.00 Contract To tal $ 1,220,685.00 Estimated Trav el Expense s ex cl in Contract Total $ 21,920 .00 Unless otherwise indicated in the contract or amendment thereto, pricing f or optional items will be held For six (6) mo nths from the Quote date or the Effective Date of the Contract, whichever is later . Customer Appro val: Print Name: All Prima ry valu es quoted in US Dollars Detailed Breakdown of Conve rsions (Inclu ded in Summary Total) Date: P.O.U: Descri •tion Qty Unit Price Unit Discount Extended Price Accounting AC - Actuals up to 3 years AC - Budgets up to 3 years AC Standard COA 1 $ 1,000.00 $ 0 .00 $ 1,000 .00 1 $ 1,000.00 $ 0 .00 $ 1,000 .00 1 $ 2,000 .00 $ 0.00 $ 2,000.00 Accounts Payable AP - Checks up to 5 years AP - Invoice up to 5 years 2021-279251-V8V5F2 CONFIDENTIAL 1 $ 2,200.00 1 $ 2,800 .00 $ 0.00 $ 0 .00 $ 2,200.00 $ 2,800.00 Page 4 AP Standard Master 1 $ 1,200.00 $ 0.00 $ 1,200.00 Capital Assets CA Std Master 1 $ 2,000.00 $ 0.00 $ 2,000 .00 Conversions Business Management C onversi on Co mmunity Development 1 $ 8,225.00 1 $ 10,575.00 $ 0.00 $ 0 .00 $ 8,225.00 $ 10,575 .00 General Billing GB - Bills up to 5 years 1 $ 3,500 .00 $ 0.00 $ 3,500 .00 GB - Recurring Invoices 1 $ 1,680.00 $ 0.00 $ 1,680 .00 GB Std CID 1 $ 1,000.00 $ 0.00 $ 1,000.00 Payro ll PR Payroll - Accrual Balances PR Payroll - Accumulators up to 5 years PR Payroll - Check Histo ry up to 5 years PR Payroll - Deductions PR Payroll - Earning/Deduction Hist up to 5 years PR Payro ll - Standard PR Payroll - State Retirement Tables 1 $ 1,500.00 $ 0.00 $ 1,500.00 1 $ 1,400 .00 $ 0 .00 $ 1,400 .00 1 $ 1,200 .00 $ 0 .00 $ 1,200.00 1 $ 1,800.00 $ 0.00 $ 1,800.00 1 $ 2,500 .00 $ 0.00 $ 2,500.00 1 $ 2,000 .00 $ 0 .00 $ 2,000 .00 1 $ 1,400 .00 $ 0.00 $ 1,400 .00 Professional Services MISC Co nversio n 1 $ 0.00 $ 0.00 $ 0.00 MISC Co nversio n 1 $ 0 .00 $ 0 .00 $ 0.00 Project & Grant Accounting PG - Actuals up to 3 years 1 $ 1,000.00 $ 0 .00 $ 1,000.00 PG - Budgets up to 3 years 1 $ 1,000.00 $ 0 .00 $ 1,000 .00 PGA Standard 1 $ 2,000.00 $ 0.00 $ 2,000 .00 Purchasing Purchasing - Standard 1 $ 1,800.00 $ 0 .00 $ 1,800.00 TO TAL $ 54,780.00 2021-279251-V8V5F2 CONFIDENTIAL Page 5 Optional Tyler SaaS and Related S er vices Description Qty Imp . Hours Annual Fee Financial Management BMI CollectiT Interface Inventory 1 1 16 32 $ 1,068.00 $ 3,472 .00 Human Resources Management Advanced Scheduling - Up to 150 Employees Advanced Scheduling Mobile Access Emplo yee Expense Reimbursement Time & Attendance - Up to 150 Employees Time & Attendance Mobile Access 1 64 1 0 1 24 1 80 1 0 $ 8,333.00 $ 2,352.00 $ 1,942.00 $ 7,220 .00 $ 3,003.00 Revenue Management Citizen Self Service Utility Billing CIS including Graphing Agent Utility Billing Meter Interface Civic Services Parks and Recreation 1 32 $ 3,205.00 1 128 $ 10,441 .00 1 16 $ 2,137.00 1 64 $ 4,973.00 Enterprise Asset Management Asset Maintenance Asset Performance 5 136 $ 4,580.00 1 80 $ 302.00 Data Insights Open Finance 1 0 $ 12,000 .00 Recurring Services Managed Detectio n & Response 1 0 $ 15,000.00 TOTAL: 672 $ 83,528 .00 Optional Pro fessional Serv ices 2021-279251-V8V5F2 CONFIDENTIAL Page 6 Description Quantity Unit Price Extended Price Maintenance Install Fee - Managed Detection & Response Install Fee - Open Finance Source Code Escrow Conversion - See Detailed Breakdown Below Onsite Implementation Remote Implementation TOTAL Optional 3rd Party Hardware, Software and Services 1 1 1 172 500 $ 1,000.00 $ 3,200.00 $ 0 .00 $ 200 .00 $ 175.00 $ 1,000.00 $ 3,200 .00 $ 0 .00 $ 43,000 .00 $ 34,400 .00 $ 87,500.00 $ 169,100.00 $ 0 .00 $ 0.00 $ 1,500.00 $ 0.00 $ 0 .00 $ 0.00 $ 1,500.00 Description Qty Unit Price Unit Discount Unit Total Price Maint/SaaS Unit Maint/SaaS Discount Total Maint/SaaS BMI Bar Code Printer Kit fo r Co llectlT Invento ry BMI CollectIT V2 Inventory Mobile Scanning Device Kit Pattern Stream Automated Do cument System - Implementatio n Pattern Stream Automated Document System - SaaS Touchscreen 7: Biometric and Pro x Reader TOTAL Optional Co nve rsion Details (Prices Reflected Above ) 1 $ 795.00 1 $ 3,250 .00 40 1 1 $ 163 .00 $ 0.00 $ 2,695 .00 $ 0.00 $ 0 .00 $ 0.00 $ 0.00 $ 0.00 $ 795 .00 $ 3,250 .00 $ 6,520 .00 $ 0 .00 $ 2,695 .00 $ 13,260.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 14,372 .00 $ 270.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 14,372.00 $ 270 .00 $ 14,642.00 Description Quantity Unit Pric e Discount Total Co ntract Management Contracts Enterprise Asset Management AM - Closed WO History No Co st Data AM - Work Order Asset 2021-279251-V8V5F2 CONFIDENTIAL 1 $ 3,000.00 $ 0 .00 $ 3,000.00 1 $ 3,000.00 1 $ 4,000.00 $ 0.00 $ 0.00 $ 3,000.00 $ 4,000 .00 Page 7 Inventory IN Std Master 1 $ 2,400 .00 $ 0.00 $ 2,400.00 Payroll HR Human Resources - Certifications HR Human Resources - Education HR Human Resources - PM Acti on History up to 5 years HR Human Resources - Position Control HR Human Resources - Recruiting 1 $ 1,400.00 1 $ 1,400.00 1 $ 1,400 .00 1 $ 1,400.00 1 $ 1,400.00 $ 0.00 $ 0 .00 $ 0.00 $ 0.00 $ 0.00 $ 1,400.00 $ 1,400 .00 $ 1,400 .00 $ 1,400 .00 $ 1,400 .00 Utility Billing Utility Billing - Backflo w Utility Billing - Balance Forward AR Utility Billing - Budget Billing Utility Billing - Consumptio n History up to 5 years Utility Billing - Option 2 Assessments Utility Billing - Service Orders Utility Billing - Services Utility Billing - Standard TOTAL Tyler Annu al Discount Detail (Exclude s Optio nal Products) 1 $ 1,200 .00 1 $ 5,600 .00 1 $ 3,600 .00 1 $ 2,000.00 1 $ 1,200 .00 1 $ 2,300 .00 1 $ 3,600.00 1 $ 4,100.00 $ 0.00 $ 0 .00 $ 0.00 $ 0.00 $ 0 .00 $ 0 .00 $ 0.00 $ 0 .00 $ 1,200 .00 $ 5,600.00 $ 3,600.00 $ 2,000.00 $ 1,200 .00 $ 2,300.00 $ 3,600.00 $ 4,100.00 $ 43,000 .00 Descri • tion Annual Fee Annual Fee Discount Annual Fee Net Financial Management Accounting Accounts Payable BMI Asset Track Interface Budgeting Capital Assets Cash Management Contract Management 2021-279251-V8V5F2 CONFIDENTIAL $ 17,346.00 $ 4,972 .00 $ 1,288.00 $ 4,972.00 $ 4,188 .00 $ 2,859.00 $ 1,887.00 $ 1,735 .00 $ 15,611 .00 $ 497 .00 $ 4,475 .00 $ 129.00 $ 1,159 .00 $ 497.00 $ 4,475.00 $ 419.00 $ 3,769 .00 $ 286 .00 $ 2,573.00 $ 189.00 $ 1,698 .00 Page 8 eProcurement $ 2,859.00 $ 286.00 $ 2,573.00 Project & Grant Accounting $ 3,353.00 $ 335 .00 $ 3,018 .00 Purchasing $ 7,225.00 $ 723 .00 $ 6,502.00 Human Resources Management Human Resources & Talent Management $ 6,993 .00 $ 699 .00 $ 6,294.00 Payroll w/ESS $ 8,401.00 $ 840.00 $ 7,561.00 Recruiting $ 1,335 .00 $ 134.00 $ 1,201.00 Risk Management $ 1,603.00 $ 160.00 $ 1,443.00 Revenue Management Accounts Receivable $ 3,658 .00 $ 366.00 $ 3,292.00 Cashiering $ 6,288 .00 $ 629 .00 $ 5,659.00 General Billing $ 2,432 .00 $ 243 .00 $ 2,189 .00 Civic Services Business Management Suite Civic Access - Business Management Civic Access - Community Development Community De velopment Suite e -Reviews Enterprise Permitting & Licensing Advanced Automation Bundle w Executive Insights Enterprise Permitting & Licensing Core Foundation Bundle Enterprise Service Requests My Civic Repo rt Toolkit Workforce Mobile $ 5,020 .00 $ 5,634.00 $ 5,634.00 $ 21,084 .00 $ 9,188.00 $ 14,439.00 $ 1,912 .00 $ 2,888 .00 $ 8,000 .00 $ 1,885.00 $ 3,350.00 $ 500 .00 $ 563.00 $ 563.00 $ 2,100 .00 $ 919.00 $ 1,444.00 $ 191 .00 $ 289 .00 $ 800 .00 $ 189.00 $ 340 .00 $ 4,520 .00 $ 5,071 .00 $ 5,071.00 $ 18,984 .00 $ 8,269.00 $ 12,995.00 $ 1,721 .00 $ 2,599.00 $ 7,200 .00 $ 1,696.00 $ 3,010.00 Enterprise Asse t Management GIS Content Management Content Manager Core Data Insights Enterprise Analytics and Reporting w Executiv e Insights Additional Enterprise Forms Processing (including Commo n Form Set) Recurring Services Payroll Tax Table Updates $ 6,214.00 $ 624.00 $ 5,590.00 $ 7,317 .00 $ 732.00 $ 6,585 .00 $ 9,414.00 $ 941.00 $ 8,473 .00 $ 3,584 .00 $ 358.00 $ 3,226 .00 $ 1,000.00 $ 100.00 $ 900.00 2021-279251-V8V5F2 CONFIDENTIAL Page 9 TOTAL $ 188,222.00 $ 18,820.00 $ 169,402.00 2021-279251-V8V5F2 CONFIDENTIAL Page 10 C omments Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your pr oject. The actual amount of services required may vary, based on these factors . Tyler's pricing is based on the scope of proposed products and services c ontract ed fr om Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly. Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then -current Business Travel Policy. Tyler's prices do not include applicable local, city or federal sales, use excise, pers onal pr operty or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost. In the event Client cancels services less than tw o (2) weeks in ad vance, Client is liable to Tyler f or (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees asso ciated with the cancelled services if Tyler is unable to re -assign its pers onnel . The Implementatio n Hours included in this quo te assume a work split effort of 70% Client and 30% Tyler. Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments . Tyler provides o nsite training for a maximum of 12 people per class . In the event that m ore than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then -current rates for training or Tyler will utilize a Train -the - Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users. As a new Tyler client, yo u are entitled to a 14 -day or a 30 -day trial of the Managed Detection and Resp onse cybersecurity service . Please reference https://www. tylertech. com/services/tyler-detect for more info rmatio n on the service and c ontact CybersecuritySales @tylertech .com to initiate the trial. Tyler currently supports the following identity pro viders (IdP's) for use with Tyler back -office solutions: Microsoft Active Directory through Azure AD, ADFS or Okta AD agent, Google Cloud Identity, Okta, and Identity Auto matio n Rapidldentity. Any requirement by you to use an IdP n ot supported by Tyler will require additional costs, available upon request. 2021-279251-V8V5F2 CONFIDENTIAL Page 11 EnerG ov Business Management: Tyler leads and owns the "Assess and Define" and "Configuration" of 1 unique business transactions, 1 template business transactions, 1 geo-r ules and 1 automati on events . Configuration elements beyond this will be owned by the client. EnerGov Community Devel opment: Tyler leads and owns the "Assess and Define" and "Configurati on " 2 unique business transactions, 2 template business transactions, 1 geo-rules and 1 automati on events . Configuration elements beyond this will be owned by the cli ent. Tyler Content Manager SE includes up to 1TB of storage. Should additi onal storage be needed it may be purchased as needed at an annual fee of $5,000 per TB. The SaaS fees for products that are not named users are based on 32 concurrent users. Should the number of concurrent users be exceeded, Tyler reserves the right to re -negotiate the SaaS fees based upon any resulting changes in the pricing categ ories. Personnel Actio ns Forms Library includes: standard Personnel Action f orm - New and standard Personnel Acti on F orm - Change . Payroll library includes: standard PR check, standard direct deposit, standard vend or from payroll check, standard vendor from payroll direct deposit, W2, W2c, ACA 1095B, ACA 1095C and 1099 R. Your rights, and the rights of any of your end users, to use Tyler's Data & Insights SaaS Services, or certain Tyler solutions which include Tyler's Data & Insights data platform, are subject to the Terms of Services, available at https://www .tylertech.com/terms/socrata-saas-services-terms- of-ser vice. By signing this sales quotation, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, y ou certify that y ou have reviewed, understand, and agree to said terms. Financial library includes: standard A/P check, standard EFT/ACH, standard Purchase order, standard Contract, 1099M, 1099lNT, 1099S, 1099NEC and 1099G. PA760 Rugged Mobile Scanning Device with 2D Imager, Includes: AssetTrak ARS V3 (WiFi/Batch) Capital Asset Software MSD Users License, Enterprise ERP Asset Communicator Desktop Utility, 4G LTE ATT/TMobile, WLAN, Bluetooth 5.0, IP 67 Sealed, 6 ft Drop, GPS, Camera, BMI Barcode Printer Kit - Includes - GoDEX 700i Thermal Transfer Printer, GoLabel Software with Enterprise ERP Inventory Module Integration, 1 ribbon & 1 roll of 3" by 1" paper labels. BMI Co llectIT V2 Invento ry Mobile Scanning Device Kit: PA760 Rugged Mobile Scanning Device with 2D Imager, Includes: CollectiT V2 (Wi-Fi/Batch) Inventory Software MSD Users License, Enterprise ERP Inventory Communicator Desktop Utility, 4G LTE ATT/TMobile, WLAN, Bluet ooth 5 .0, IP 67 Sealed, 6 ft Drop, GPS, Camera, Andriod 9 OS, Pistol Grip, USB C Cable with power supply, 2.2 GHz Octa-core Processor, 4GB Ram, 64GB Rom with Standard 1 year manufacturer's depo t warranty. Includes: 1 year phone support & software upgrades, up to 4 hours of rem ote install/training via 2021-279251-V8V5F2 CONFIDENTIAL Page 12 GoT o Meeting. Software support and upgrades renewal f or CollectIT Inventory S oftware Included - $295.00ea will be billed by BMI Systems Group after the first year . NOTE: Requires the Enterprise ERP Web Services In ventory M odule Interface . Business Management Forms Library Includes: 1 Licensing - Business License, 1 Licensing - Business License Re newal, 1 Licensing - Business License Delinquent, 1 Licensing - Profession License, 1 Licensing - Profession License Renewal, 1 Licensing Prof ession License Delinquent. Community Development Forms Library Includes: standard Permits - Building, standard Permits - Trade, standard Planning - Certificate, standard Permits - Occupancy/Completion, standard Code - Vi olation Notice . General Billing library includes: standard invoice, standard statement, standard general billing receipt and standard miscellaneous receipt. Standard Project Management responsibilities include pr oject plan creati on, initial stakeholder presentation, bi-weekly status calls, updating of project plan task statuses, and go -live planning activities . In the event a self -hosted customer o pts to enroll as a beneficiary under Tyler's source code escrow agreement, Tyler will pr ovide the paperwork required for enrollment. That self -hosted customer will be billed, on an annual basis, directly by Tyler's escrow agent, and all such fees must be paid directly to that escrow agent. Rates for subsequent years are subject to change at the discretion of Tyler's escrow agent. Your acquisition of clocks and/or clo ck maintenance is subject to the following terms: https://www.tylertech.c om/terms/executime-clock-terms . In the event Client acquires from Tyler any edition of Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler applications only. If Client wishes to use Content Manager software with non -Tyler applications, Client must purchase or upgrade to Co ntent Manager Enterprise Edition. For the avoidance of do ubt, Managed Detection & Response is a subscription service, not SaaS. Notwithstanding the foregoing language, payment of annual subscription fees fo r Managed Detectio n & Respo nse co mmence on the availability of the service . Managed Detection & Response ser vices will renew automatically for additional one (1) year terms, and subsequent subscription fees are due annually in advance on the anniversary of the availability date at our then -current rates. Pricing is based on client's current network size as defined by their entity size. Any material increases of network size may result in additio nal fees being assessed for the Managed Detection & Response service upon renewal. The quoted Managed Detection & Response amount does no t include monito ring of student devices nor analysis of student network traffic. Tyler can qu ote an additional fee for these services. Tyler's form library prices are based on the actual fo rm quantities listed, and assume the forms will be pr ovided acc ording to the standard Enterprise ERP form template. Any fo rms in addition to the quo ted amounts and types, including custom forms or forms that otherwise require custom 2021-279251-V8V5F2 CONFIDENTIAL Page 13 programming, are subject to an additional fee. Please also note that use of the Tyler Forms functionality requires the use of approved printers as well . You may contact Tyler's support team for the most current list of approved printers . Any forms included in this quote are based on the standard form templates provided . Custom forms, additional forms and any custom programming are subject to additional fees n ot included in this quote. The additional fees would be quoted at the time of request, generally during the implementation of the f orms . Please note that the form solution provided requires the use of approved printers. You may c ontact Tyler's support team for the m ost current list of approved printers. Utility Billing CIS includes the Graphing Agent. Utility billing library incl udes: standard Utility bill, standard UB receipt, standard UB delinquent n otice, standard door hanger and standard final utility bill. 2021-279251-V8V5F2 CONFIDENTIAL Page 14