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Home My WebLink About2022 CON Tyler Technologies - Accounting Softwaretyler technologies SOFTWARE AS A SERVICE AGREEMENT This Software as a Service "Saas"Agreement is made between TylerTechnologies,inc.and Client. WHEREAS,Client selected Tyler to provide certain products and services set forth in the Investment Summaw,including providing Client with access to Tyler’s proprietary software products,and Tyler desires to provide such products and services under the terms of this Agreement; WHEREAS,Client is a member of Sourcewell (formerly known as National Joint Powers Alliance) (”Sourcewell")under member number 17730. WHEREAS,Tyler participated in the competitive bid process in response to Sourcewell RFP #090320 by submitting a proposal,on which Sourcewell awarded Tyler 3 Sourcewell contract,numbered 090320-1‘” (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:((sourcewe|I-mn.gov[cooperative- urchasin -and WHEREAS,Client desires to purchase offthe Sourcewell Contract to procure Enterprise ERP 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 the City of National City,California. 0 ”Data"means your data necessary to utilize the Tyler Software. 0 ”Data Storage Capacity”means the contracted amount of storage capacity for your Data identified in the Investment Summary. -"Defect"means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you,or their functional equivalent.Future functionality may be updated,modified,or otherwise enhanced through our maintenance and support services,and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation. -"Defined Users"means the number of users that are authorized to use the SaaS Services The Defined Users for the Agreement are as identified in the Investment Summary.If Exhibit A contains EnerGov labeled software,defined users mean the maximum number of named users that are authorized to use the EnerGov labeled modules as indicated in the Investment Summary. ”Developer”means a third party who owns the intellectual property rights to Third Party Software. ”Documentation”means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make availabIe 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 underthe 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 M”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 ail of our customers who have licensed the Tyler Software.A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C. "Third Party Hardware"means the third party hardware,if any,identified in the Investment Summary. "Third Party Products"means the Third Party Software and Third Party Hardware, "Third Party SaaS Services"means software as a service provided by a third party,if any, identified in the investment Summary. "Third Party Services"means the third party services,if any,identified in the Investment Summary. "Third Party Software”means the third party software,if any,identified in the Investment Summary. ”Third Party Terms"means,if any,the end user license agreement(s)or similar terms for the Third Party Products or other parties’products or services,as applicable,and attached or .tyler.,s.,.i» indicated at Exhibit D. -"Tyler"means Tyler Technologies,Inc.,a Delaware corporation. -"Tyler Software"means our proprietary software,including any integrations,custom modifications,and/or other related interfaces identified in the investment Summary and licensed by us to you through this Agreement. 0 "we","us”,l‘our”and similar terms mean Tyler. -“you"and similarterms mean Client. SECTION B —SAAS SERVICES 1.Rights Granted.We grant to you the non-exciusive,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 5335 Services to access updates and enhancements to the Tyler Software, as further described in Section C(9)l 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 ofthis Agreement including,without limitation,Section 3(4).We will make any such software available to you for download. 2.5335 Fees.You agree to pay us the License Fees and 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.OwnershiQ. 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 ofthe 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. 33 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 .tleEL 5. Documentation available to any third party other than as expressly permitted by this Agreement. Software Warranty.We warrant that the Tyler Software will perform without Defects during the term of this Agreement.If the Tyler Software does not perform as warranted,we will use all reasonable efforts,consistent with industry standards,to cure the Defect in accordance with the maintenance and support process set forth in Section C(S),below,the SLA and our then current Support Call Process. SaaS Services. 6.1 Our 5335 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 yearthereafter,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 third-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 fulIy-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 ofthe 5338 Services.In that event,we commit to a Recovery Point Objective ("RPO")of 1 hour 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 eitherthe 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 lT Security Officer. 6.5 We test our disaster recovew 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. 66 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 ofthe cardholder data and affirm that,as ofthe 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 055.We agree to supply the current status of our PCl 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 3, Professional Services.We will provide you the various implementation-related services itemized in the Investment Summary,and described in the Statement of Work. Professional Sen/ices 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. Additional Services.The lnvestment 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. 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 9. 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. 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. Site Access and Reguirements.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. 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. 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). Maintenance and Sugport.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 tyler to maintain a high-speed internet connection capable of connecting us to your PCs and server(s).You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services.We will,at our option,use the secure connection to assist with proper diagnosis and resolution,subject to any reasonably applicable security protocols If we cannot resolve a support issue remotely,we may be required to provide onsite services.In such event,we will be responsible for our travel expenses,unless it is determined that the reason onsite support was required was a reason outside our control.Either way,you agree to provide us with full and free access to the Tyler Software,working space,adequate facilities within a reasonable distance from the equipment,and use of machines,attachments,features,or other equipment reasonably necessary for us to provide the maintenance and support services,all at no charge to us.We strongly recommend that you also maintain your VPN for backup connectivity purposes. For the avoidance ofdoubt,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 ourthen- current Support Call Process,except in the circumstance of data service failure and disaster recovery plan in conformity with Section B(6,3).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 —TH|RD 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 ofthe 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 onyler by such third-party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy. 4 .tyleryAm = 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(Z). Invoice Disgutes.If you believe any delivered software or service does not conform to the warranties in this Agreement,you will provide us with written notice within thirty (30)days of your receipt of the applicable invoice,The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice,an adjustment to the invoice,or a proposal addressing the issues presented in your notice.We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s)actually in dispute,and only those amounts,until we complete the action items outlined in the plan.if we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice.We reserve the right to suspend delivery of all SaaS Services,including maintenance and support services,if you fail to pay an invoice not disputed as described above within fifteen (15)days of notice of our intent to do so. SECTION F —TERM AND TERMINATION 1. 2. Term.The initial term of this Agreement is three (3)years,commencing on the first day of the first month following the Effective Date,unless earlier terminated as set forth below.Upon expiration of the initial term,this Agreement will renew automatically for additional one (1)year renewal terms at our then-current SaaS Fees unless terminated in writing by either party at least sixty (60)days prior to the end of the then-current renewal term.Your right to access or use the Tyler Software and the Sales Services will terminate at the end ofthis Agreement. 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 Sewices 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 Ma'eure.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. -.:;=-.tyjefis 24 Lack of Aggrogriations.If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services,you may unilaterally terminate this Agreement upon thirty (30)days written notice to us.You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees.You agree not to use termination for lack of appropriations as a substitute forterminatlon 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 c|aim(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 6(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-Iicensed 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.Generallndemnification. 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 PCl-DSS requirements or a law applicable to our performance under this Agreement.You must notify us promptly in writing ofthe 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, -.;:5.tylfil. OT eBuunaaxeAq9120aAgpagasq;wousq1uom(21)enla/vuJo;Mewwng1an1$9Au|emu!qua;195 59121sq;19seag/uaspuespnpwdIeuongppeaseqzundAelunoA‘saouuagpuespnpwdIeuomppv'1 SNOIJJONODGNVSWHii’IVHENI-ID-HNOIDES '1sanbauuamJMJnoAuodnaouemsu!;osalesuluaa;osagdoauumnoAepgAOJd mmmm'noAAqpasnens!Amm!J098$:praulJUBIXSsq),01ldaaxa’noApuesnueameqaJe puepeuuooSL410;ems;JO}01nOesue19mswgepuououeSOans4oJBMBMeapnpu!mMAauod uoglesuadwog5Je>poM.mo'ME|AqelqemoueaJaqM'“9M52AouodAlmqenenanLun/sseaxamo01 pamsugIeuomppeuesenoAppeAueonewomeIIIM£43ng'sapuodAmgqenauqowomvpueAmgqen IeJauag1EDJSLULU03JnOo1pamsug|euog11ppeuesenoAppe[”M3M'OOO’OOO’S$1593|12pAulgqen enanwn/sseaxa(e)puefSluaLUananJMozmmsaneanddeL|1!MSugAldwoauonesuadwogSJBHJOM (P)fooo‘ooo'ts188311940AmmanIEUOISSQJOJd(3)fooo'ooo‘t's1589:laJ0Amlqenelmowomv (q)!000’000'1$1523|12}oAmgqen[EJQUSDWDJSUJUJOD(9)133UEJnSUHOs|aAa|8ug/V\0||o;aq1 ugelugew01931829M’1uaLuaa1Svslq;JapunsaauuasBuguuopadpasmoaeq18uuna'm'9 '(z)9an(1)9SNOIDEIS01maransawJ.VHJ.swnm01Mddv.LON11VHsmmvn:10N0llV1lWl1emoaaum3H1.'sasvwvaHans:iO )LLI'IIHISSOd3H1.:IOaasmavN3393mm3M5|mama'HBAEOSLVHMsasvwva1vu~anDas~oo uo'naulam'3Alland‘wmaalam’1VDEIdSANV80:!31mm393M11VHSmama0NNI 'MV‘I318V3l1ddVA8GaulwuadmauxawnWvaw3H101'm's ‘(z)9an(1)9SNOIpas01Darans auvm-uswnm01A‘IddVJ.ONTIVHSAJJ'IIEVI'I:10Mouvuwnamosauoa3H1.'Aaawau mv:IOasoaund1VliN3$SElNV3033mm3H1:10sssnauvsauMddVTIVHSHovaGNV 'saavwvavamao:IONOISITDXEI3H1'MV‘I31GVDI'IddV:13anaamonvmamwnwuwi aHJ.OJ.quMJ'IIHVHsoNouvuwnsn—uNounaamvnauNI12153wmawaausvSIHLNI H130513$saalud3H1.J.VHJ.sausvcmv39031M0N>Dvsauuw3H1'wuanvmsmauJ.VHJ.NI 3'18VAVd533:1sws'lVflNNVlNBUHflJ'NEIHJ.EIHJ.sawu(z)0M1’INHEIJ.wmanauANVammo (9)HOfww'D3H1:IOawu3H1:IO5vGlVd533:41x110;3H1.sawu(z)OMJ.’(IHNOIlI-ISNI H1305ussv’wuau‘IVIJJNI3H1.amuna(v)aaaaxa01lON’saavwvamamawmovmm 01CIELLIINI'I35TIVHS'MJ'IISVI‘IJ.JIHlSCINVaaNasnsawBmamam’1301HODVHLNOJ:IO AHOEIHJ.vNoaasvaHBHEHM'mawaauavSIHJ.:IOmosmsmvsaavwva80:!All1l8Vl'luno 'mawaaaavSIHLNIH180513$mssaudxaasmzmuosvldEDXEI'MI‘IIQVI'I:IONouvuwn'17 "HOME!8350OiilV'IEIHJ.VHJ.SHOHHEI805MI'IIEVHANVSWIV’DSICI HEI'MJ.J.VHlSEIHHBVGNVSflNVlSHBCINnlNEl'D'ESOdunduvmouuvaV80:!SSENJJJ HOAll'llflVlNVHDHElNJOSNOLIJGNODNO'sauna'SflllNVHHVMGil'ldWlANV'OJ.GEJJINI'IlON ma'DNIGn'DNI'AHOlanlSHO'OEII‘IdWI'SSEHdXEIHE‘HLSHM'SNOIJJGNODONVSSILNVHBVM HBHLOTIVWIV‘IDSIGAHEHSH3M'MV‘I318V3l1ddVAHGHLLIWHSd.LNEIlXHanlNlXVW3H1 OJ.UNViNEWEII-IUDVSIHJ.NlOBOIAOHdSHILNVHHVMSSEUdXBEIHJ.805idEDXEl'HEWIV‘IDSIG'E 'asuadxaJnoA12wgepamBugpueppu!uoneuuom pue'uoueJadooa‘eouelsgssealqeuoseeuLmMnoAepyxom0139189emquawamasm asuepp911JSAOlouuoaa|osnoAeAgS“1MpuemgepaquaSugumu!ApdwmdnoAAmoumm3M '1uewaeJEV$quJSPUI‘Ieaueuuoyadmm01aneouddeME|9J0UO!1E|0[AJI’IOA(q)10{pnpuoasgw [nuumJOaauaSuEauJI'IOAAqpasnealualxasq;013312prAuadmdJOAJnfuyleuouad 104(51503puesea;S.Aeumne9[qEUOSBSJSugpnpug)sasuadxapue’51503’seEewep'saumqeu 2. 3. 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 othen/vise specifically provided in the addendum. Ogtional items.Pricing for any listed optional products and services in the investment Summary will be valid for twelve (12)months from the Effective Date. Disgute Resolution.You agree to provide us with written notice within thirty (30)days of becoming aware of a dispute.You agree to cooperate with us in trying to reasonably resolve all disputes, including,if requested by either party,appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative.Senior representatives will convene within thirty (30)days of the written dispute notice,unless otherwise agreed.All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule.If we fail to resolve the dispute,then the parties shall participate in non~binding mediation in an effort to resolve the dispute.If the dispute remains unresolved after mediation,then either of us may assert our respective rights and remedies in a court of competent jurisdiction.Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 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. Nondiscrimination.We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities underthis 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 particularjob 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. 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. Subcontractors.We will not subcontract any services under this Agreement without your prior written consent,not to be unreasonably withheld.Subcontractors shall comply with the Nondiscrimination provision set out in H(5). Binding Effect'No Assignment.This Agreement shall be binding on,and shall be for the benefit of, either your or our successorls)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 -"‘.tyler.wm ‘7‘a 11 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 Ma'eure.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.”Business days“are defined as the weekdays of Monday through Thursday and do not include Fridays,Saturdays,Sundays,City Holidays,or City Furlough,which are days when the City administration offices and City Hall are closed. 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.Indegendent Contractor.We are an independent contractorfor 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;(:2)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 12 17. 18. 19‘ 20. 21. promotional materials. Confidentiality.Both parties recognize that their respective employees and agents,in the course of performance ofthis Agreement,may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities,including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes,without limitation,personal identifying information (2.9.,social security numbers)and trade secrets,each as defined by applicable state law.Each party agrees that it will not disclose any confidential information ofthe other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents.The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement.This obligation of confidentiality will not apply to information that: (a)is in the public domain,either at the time of disclosure or afterwards,except by breach of this Agreement by a party or its employees or agents; (b)a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (c)a party receives from a third party who has a right to disclose it to the receiving party;or (d)is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement;provided,however,that in the event you receive an open records or other similar applicable request,you will give us prompt notice and otherwise perform the functions required by applicable law. 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 muiti-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 environments 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. Business License.In the event a local business license is required for us to perform services hereunder,you will promptly notify us.in response,we will acquire the necessary paperwork and timely obtain such license.You agree to reasonably work with us if we ask for assistance in acquiring any necessary paperwork and/or contact information. 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. 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 5:}.tXlEro 13 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,Data &Insights Solution Terms.Your use of certain Tyler solutions includes Tyler’s Data &Insights data platform.Vour rights,and the rights of any of your end users,to use Tyler’s Data &Insights data platform is subject to the Data &Insights 52135 Services Terms of Service,available at https://www.tvlertech.com/terms/data-insights~saas»services-terms—of—servicet 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 termsV 24.Contract Documents.This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Schedule 1:Business Travel Policy Exhibit C Service Level Agreement Schedule 1:Support Call Process Exhibit D Third Party Terms Schedule 1:Hyperlinked Terms Schedule 2:DocOrigin Terms Exhibit E Statement of Work [SIGNATURE PAGE FOLLOWS;REMAINDER OF PAGE INTENTIONALLY BLANK] 5.?tylers14V IN WITNESS WHEREOF,a duly authorized representative of each party has executed this Agreement as of the date(s)set forth below. Tyler Technologies,Inc.CITY OF NATIONAL (Corporation —signatures of two corporate officers required) Alejandra Sotelo Solis,Mayor Date:lb 21 Q2, (Print) Group;General Counsel APPROVED AS TO FORM: (Title) 10/13/22 By:3 JW (Date),‘ Assistant City Attorney By:Date:/4/Z7/ZL r'er (Print) President ERP Division (Title) 10/13/2022 (Date) Address for Notices:Address for Notices: Tyler Technologies,Inc.City of National City One Tyler Drive 1243 National City Boulevard Yarmouth,ME 04096 National City,CA 91950 Attention:Chief Legal Officer Attention:Administrative Services Director '-:':.tyleruw“,2 15 tyler O.technologies Migration Terms Addendum Notwithstanding anything to the contrary in this Agreement,the following terms apply: 1. 3. Migration Modules The Tyler Eden software being replaced by the Tyler Software listed in the Investment Summary of this Agreement are as follows: Accounts Receivable Budget Preparation Cash Register Interface Data Dictionaries General Ledger/Accounts Payable Human Resources Project Accounting Purchasing PayroII/Position Control Requisitions Advanced Budgeting Contract Management ,Human Resources Web3* r * ' r ' . 3 a n “ ¢ 9 - P s r 9 > License/Use Rights Restricted Upon Migration.When Tyler makes Tyler Software listed in the Investment Summary (the “Evergreen Modules”)of this Agreement available to the Client for use in live production,the license and/or right to use the Tyler software listed above (hereafter, "Migration Modules”)will be restricted to read-only access,and Tyler’s maintenance,support, and/or update obligations for such software terminates. Support of Migration Modules.Provided Client's timely payment of annual maintenance and support fees (as well as hosted fees or SaaS fees,if and as applicable)for Tyler Evergreen Modules,Client is entitled to receive,at no additional charge,maintenance and support for the Migration Modules until Tyler makes the Tyler Evergreen Modules available for use in live production. Credit for Prepaid Maintenance and Support Fees and 52135 Fees for Migration Modules‘Client will receive a credit for the maintenance and support fees,ifany,prepaid forthe Migration Modules for the time period commencing when Client begins paying maintenance and support fees (and SaaS fees,if and as applicable)for the Tyler Evergreen Modules. 16 Exhibit A '9.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. 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Ho u r s An n u a l Fe e Fi n a n c i a l Ma n a g e m e n t Ac c o u n t i n g 1 0 $ 23 , 3 8 0 . 0 0 Ac c o u n t s Pa y a b i e 1 0 S 6, 3 2 5 . 0 0 Bu d g e t i n g 1 0 5 6, 3 2 5 . 0 0 Ca p i t a l As s e t s 1 0 $ 5, 2 3 2 . 0 0 Ca s h Ma n a g e m e n t 1 0 5 4, 2 7 7 . 0 0 Co n t r a c t Ma n a g e m e n t 1 0 $ 2, 5 5 2 . 0 0 eP r o c u r e m e n t 1 0 $ 4, 1 8 2 . 0 0 Pr o j e c t & Gr a n t Ac c o u n t i n g 1 0 S 4, 3 4 4 . 0 0 Pu r c h a s i n g . fl 7 7 7 _ 1 0 $ 9, 5 3 7 . 0 0 Hu m a n Re s o u r c e s Ma n a g e m e n t Hu m a n Re s o u r c e s & Ta l e n t Ma n a g e m e n t 1 0 $ 4, 7 3 8 . 0 0 Pa y r o l l w/ E S S . . . .. _ _ ,. _ . , 2 .- 7 . 1 0 $ 5, 8 5 4 . 0 0 Re v e n u e Ma n a g e m e n t Ac c o u n t s Re c e i v a b l e 1 0 $ 4, 6 6 8 . 0 0 An i m a l Li c e n s e 1 0 $ 2, 1 2 1 . 0 0 Ca s h i e r i n g 1 0 $ 4, 5 9 5 . 0 0 Ge n e r a l Bi l l i n g 1 0 5 2, 9 8 2 . 0 0 Co n t e n t Ma n a g e m e n t 20 2 1 - 2 9 4 7 7 7 » N 8 Y 9 H 6 CO N F I D E N T I A L Pa g e 2 Co n t e n t Ma n a g e r Co r e 1 0 Da t a In s i g h t s En t e r p r i s e An a l y t i c s an d Re p o r t i n g w Ex e c u t i v e In s i g h t s 1 0 Op e n Fi n a n c e 1 0 Ad d i t i o n a l En t e r p r i s e Fo r m s Pr o c e s s i n g (i n c l u d i n g Co m m o n Fo r m Se t ) 1 0 TO T A L 0 Pr o f e s s i o n a l Se r v i c e s Ex t e n d e d De s c r i p t i o n Un i t Pr i c e Ex t Di s c o u m Pr i c e Fo r m s Pr o c e s s i n g » Co n f i g u r a t i o n 1 5 2, 0 0 0 . 0 0 5 0. 0 0 S 2, 0 0 0 . 0 0 In s t a l l Fe e » Op e n Fi n a n c e 1 S 5, 6 0 0 . 0 0 $0 . 0 0 $5 , 6 0 0 . 0 0 Pr o j e c t Ma n a g e m e n t 13 2 $ 18 5 . 0 0 $0 . 0 0 S 24 , 4 2 0 . 0 0 Co n v e r s i o n s — Se e De t a i l e d Br e a k d o w n Be l o w $ 23 , 5 5 0 . 0 0 On s i t e Im p l e m e n t a t i o n 28 0 $ 21 0 . 0 0 $0 . 0 0 5 58 , 8 0 0 . 0 0 Re m o t e Im p l e m e n t a t i o n 76 8 3 18 5 . 0 0 $0 . 0 0 5 14 2 , 0 8 0 . 0 0 TO T A L $ 25 5 , 4 5 0 . 0 0 3r d Pa r t y Ha r d w a r e , So f t w a r e an d Se r v i c e s U n i t Un i t U n i t M a i n t / S a a S De s c r i p t i o n U n i t P r i c e Di s c o u n t To t a l P r i c e Ma i n t / S a a S D i s c o u n t C a s h D r a w e r 2 S 2 6 0 . 0 0 $ 0 . 0 0 5 5 2 0 . 0 0 S 0 . 0 0 S 0. 0 0 H a n d H e l d Sc a n n e r - Mo d e l I Q S O G S R 2 $ 4 5 0 . 0 0 5 0 . 0 0 $ 9 0 0 . 0 0 $ 0 . 0 0 $ 0. 0 0 Ha n d H e l d S c a n n e r S t a n d 2 $ 30 . 0 0 $ 0 . 0 0 $ 6 0 . 0 0 S 0 . 0 0 $ 0 . 0 0 P r i n t e r ( T M - S S O O O I I ) 2 $ 1, 6 2 3 . 0 0 $ 0 . 0 0 $ 3 , 2 4 6 . 0 0 5 0 . 0 0 $ 0. 0 0 2 0 2 1 - 2 9 4 7 7 7 — N 8 Y 9 H 6 C O N F I D E N T I A L Ex h i b i t A 5 8, 5 5 5 . 0 0 5 11 , 0 6 2 . 0 0 $ 10 , 0 0 0 . 0 0 S 4, 4 3 2 . 0 0 $ 12 5 , 1 7 2 . 0 0 Ma i n t e n a n c e S 0. 0 0 $ 0. 0 0 $ 0. 0 0 $ 0. 0 0 S 0. 0 0 $ 0. 0 0 $ 0. 0 0 To t a l Ma l n t / S a a S S 0. 0 0 $ 0. 0 0 S 0. 0 0 $ 0. 0 0 Pa g e 3 Ex h i b i t A TO T A L $ 4, 7 2 6 . 0 0 5 0. 0 0 Su m m a r y On e Ti m e Fe e s Re c u r r i n g Fe e s To t a l Ty l e r Li c e n s e Fe e s 3 83 , 8 8 2 . 0 0 5 0. 0 0 To t a i 53 3 5 S 0. 0 0 $ 12 5 , 1 7 2 . 0 0 To t a l Ty l e r Se r v i c e s $ 25 6 , 4 5 0 . 0 0 S 0. 0 0 To t a l Th i r d - P a r t y Ha r d w a r e , So f t w a r e , Se r v i c e s $ 4, 7 2 6 . 0 0 $ 00 0 Su m m a r y To t a l $ 34 5 , 0 5 8 . 0 0 $ 12 5 , 1 7 2 . 0 0 Co n t r a c t To t a l $ 72 0 , 5 7 4 . 0 0 Es t i m a t e d Tr a v e l Ex p e n s e s ex c l in Co n t r a c t To t a l $ 16 , 4 4 0 . 0 0 Un l e s s ot h e r w i s e in d i c a t e d in th e co n t r a c t or am e n d m e n t th e r e t o , pr i c i n g fo r op t i o n a l it e m s wi l l be he l d Fo r si x (6 ) mo n t h s fr o m th e Qu o t e da t e or th e Ef f e c t i v e Da t e of th e Co n t r a c t , wh i c h e v e r is la t e r . Cu s t o m e r Ap p r o v a l : Da t e : Pr i n t Na m e : P. O . # : Al l Pr i m a r y va l u e s qu o t e d in US Do l l a r s De t a i l e d Br e a k d o w n of Co n v e r s i o n s (I n c l u d e d in Su m m a r y To t a l ) De s c r i p t i o n Un i ’ f Pr i c e Un i t DI S C O U D t 'E x t e n d e d Pr i c e Ac c o u n t i n g 7. . 7 . AC - Ac t u a l s up to 3 ye a r s 1 $ 1, 5 0 0 . 0 0 $ 75 0 . 0 0 3 75 0 . 0 0 AC - Bu d g e t s up to 3 ye a r s 1 5 1, 5 0 0 . 0 0 S 75 0 . 0 0 $ 75 0 . 0 0 AC St a n d a r d CO A 7 11 1 1 1 1 , ., _ > . 17 7 $2 , 0 0 0 . 0 0 S 1, 0 0 0 . 0 0 _< $ 1, 0 0 0 . 0 0 Ac c o u n t s Pa y a b l e . AP - Ch e c k s up to 5 ye a r s 1 S 2, 6 0 0 . 0 0 $ 1, 3 0 0 . 0 0 5 1, 3 0 0 . 0 0 AP - In v o i c e up to 5 ye a r s 1 $ 3, 4 0 0 . 0 0 $ 1, 7 0 0 . 0 0 $ 1, 7 0 0 . 0 0 AP St a n d a r d Ma s t e r 1 S 1, 6 0 0 . 0 0 $ 80 0 . 0 0 5 80 0 . 0 0 20 2 1 - 2 9 4 7 7 7 - N 8 Y 9 H 6 CO N F I D E N T I A L Pa g e 4 Ex h i b i t A 5 4, 0 0 0 . 0 0 $ 2, 0 0 0 . 0 0 GB - Bi l l s up to 5 ye a r s 1 $ 4, 0 0 0 . 0 0 5 2, 0 0 0 . 0 0 $ 2, 0 0 0 . 0 0 GB » Re c u r r i n g In v o i c e s 1 $ 2, 7 0 0 . 0 0 5 1, 3 5 0 . 0 0 $ 1, 3 5 0 . 0 0 GB St d CI D 1 5 1, 5 0 0 . 0 0 5 75 0 . 0 0 $ 75 0 . 0 0 HR Hu m a n Re s o u r c e s - PM Ac t i o n Hi s t o r y up to 5 ye a r s 1 5 1, 4 0 0 . 0 0 $ 70 0 . 0 0 $7 0 0 . 0 0 HR Hu m a n Re s o u r c e s - Po s i t i o n Co n t r o l 1 5 1, 4 0 0 . 0 0 $ 70 0 . 0 0 S 70 0 . 0 0 PR Pa y r o l l — Ac c r u a l Ba l a n c e s 1 $ 1, 5 0 0 . 0 0 $ 75 0 . 0 0 S 7. 5 0 . 0 0 PR Pa y r o l l - Ac c u m u l a t o r s up to 5 ye a r s 1 $ 1, 4 0 0 . 0 0 3 70 0 . 0 0 3 70 0 . 0 0 PR Pa y r o l l « Ch e c k Hi s t o r y up to 5 ye a r s 1 S 1, 2 0 0 . 0 0 3 60 0 . 0 0 5 60 0 . 0 0 PR Pa y r o l l » De d u c t i o n s 1 5 1, 8 0 0 . 0 0 5 90 0 . 0 0 $ 90 0 . 0 0 PR Pa y r o l l - Ea r n i n g / D e d u c t i o n Hi s t up to 5 ye a r s 1 5 2, 5 0 0 . 0 0 $ 1, 2 5 0 . 0 0 $ 1, 2 5 0 . 0 0 PR Pa y r o l l , St a n d a r d 1 $ 2, 0 0 0 . 0 0 5 1, 0 0 0 . 0 0 S 1, 0 0 0 . 0 0 PR Pa y r o l l - St a t e Re t i r e m e n t Ta b l e s 1 $ 1, 4 0 0 . 0 0 5 70 0 . 0 0 $ 70 0 . 0 0 PG ~ Ac t u a l s up to 3 ye a r s 1 S 1, 5 0 0 . 0 0 5 75 0 . 0 0 $ 75 0 . 0 0 PG — Bu d g e t s up to 3 ye a r s 1 5 1, 5 0 0 . 0 0 $ 75 0 . 0 0 5 75 0 . 0 0 1 $ 2, 0 0 0 . 0 0 $ 1, 0 0 0 . 0 0 5 1, 0 0 0 . 0 0 Pu r c h a s i n g - St a n d a r d 1 5 2, 7 0 0 . 0 0 $ 1, 3 5 0 . 0 0 $ 1, 3 5 0 . 0 0 TO T A L $ 23 , 5 5 0 . 0 0 20 2 1 — 2 9 4 7 7 7 - N 8 Y 9 H 6 CO N F I D E N T I A L Pa g e 5 De s c r i p t i o n Fi n a n c i a l Ma n a g e m e n t Ac c o u n t i n g Ac c o u n t s Pa y a b l e Bu d g e t i n g Ca p i t a l As s e t s Ca s h Ma n a g e m e n t Co n t r a c t Ma n a g e m e n t eP r o c u r e m e n t Pr o j e c t & Gr a n t Ac c o u n t i n g Pu r c h a s i n g Hu m a n Re s o u r c e s Ma n a g e m e n t Hu m a n Re s o u r c e s 81 Ta l e n t Ma n a g e m e n t Pa y r o l l w/ E S S Re v e n u e Ma n a g e m e n t Ac c o u n t s Re c e i v a b l e An i m a l Li c e n s e Ca s h i e r i n g Ge n e r a l B ng Co n t e n t Ma n a g e m e n t Co n t e n t Ma n a g e r Co r e Ad d i t i o n a l En t e r p r i s e Fo r m s Pr o c e s s i n g (i n c l u d i n g Co m m o n Fo r m Se t ) TO T A L 20 2 1 - 2 9 4 7 7 7 - N 8 Y 9 H 6 Ty l e r Li c e n s e Fe e Di s c o u n t De t a i l (E x c l u d e s Op t i o n a l Pr o d u c t s ) Li c e n s e 5 6 4 , 9 4 7 . 0 0 $ 1 7 , 5 7 2 . 0 0 $ 1 7 , 5 7 2 . 0 0 $ 1 4 , 5 3 5 . 0 0 $ 1 1 , 8 8 1 . 0 0 $ 7 , 0 8 9 . 0 0 $ 1 1 , 6 1 8 . 0 0 3 1 2 , 0 6 7 . 0 0 $ 2 6 , 4 9 2 . 0 0 5 13 , 1 6 2 . 0 0 5 16 , 2 6 3 . 0 0 5 12 , 9 6 8 . 0 0 5 5, 8 9 4 . 0 0 5 24 , 5 0 7 . 0 0 $7 8 , 2 8 5 . 0 0 $ 2 3 , 7 9 7 . 0 0 7 $ 12 , 3 1 2 . 0 0 $ 30 0 , 9 6 1 . 0 0 Li e n s e Di s c o u n t $ 64 , 9 4 7 . 0 0 5 17 , 5 7 2 . 0 0 5 17 , 5 7 2 . 0 0 $ 14 , 5 3 5 . 0 0 5 0. 0 0 $ 7, 0 8 9 . 0 0 5 0. 0 0 $ 12 , 0 6 7 . 0 0 $ 26 , 4 9 2 . 0 0 $ 1 3 , 1 6 2 . 0 0 $ 1 6 , 2 6 3 . 0 0 S 1 2 , 9 6 8 . 0 0 $ 0 . 0 0 $ 6 , 1 2 7 . 0 0 5 8 , 2 8 5 . 0 0 $ 0. 0 0 S 0. 0 0 S 21 7 , 0 7 9 . 0 0 Li c e n s e Ne t 5 0. 0 0 $0 . 0 0 5 0. 0 0 s 0. 0 0 $ 11 , 8 8 1 . 0 0 5 0. 0 0 $ 11 , 6 1 8 . 0 0 $ 0. 0 0 s 0. 0 0 S 0 . 0 0 S 0 . 0 0 $0 . 0 0 $ 5, 8 9 4 . 0 0 $ 18 , 3 8 0 . 0 0 $ 0. 0 0 5 23 , 7 9 7 . 0 0 $ 12 , 3 1 2 . 0 0 $ 83 , 8 8 2 . 0 0 CO N F I D E N T I A L Ma i n t e n a n c e Ba s i s s 0. 0 0 s 0. 0 0 s 0. 0 0 s 0. 0 0 $0 . 0 0 - $ 0. 0 0 $0 . 0 0 $0 . 0 0 mo - $ 0. 0 0 $ 0. 0 0 $ 0. 0 0 $ 0. 0 0 $ 0. 0 0 S 0. 0 0 S 0. 0 0 $ 0. 0 0 S 0. 0 0 Ye a r On e Ma i n t Di s c o u n t 5 0. 0 0 $ 0. 0 0 s 0. 0 0 s 0. 0 0 s 0. 0 0 $ 0. 0 0 s 0. 0 0 $0 . 0 0 .. $ 9. 0 0 $ 0. 0 0 S 0. 0 0 $ 0. 0 0 $ 0. 0 0 $ 0. 0 0 $ 0. 0 0 $ 0 . 0 0 $ 0. 0 0 $ 0. 0 0 Ex h i b i t A Ye a r O n e Ma l n t Ne t s 0. 0 0 s 0. 0 0 $0 . 0 0 $0 . 0 0 $0 . 0 0 $ 0. 0 0 s 0. 0 0 S 0. 0 0 s 0. 0 0 S 0. 0 0 5 0. 0 0 s 0. 0 0 S 0. 0 0 $0 . 0 0 $7 0 . 0 0 1. 8 0 . 0 0 $ 0. 0 0 $ 0. 0 0 Pa g e 6 Ex h i b i t A Co m m e n t s Ty l e r ' s qu o t e co n t a i n s es t i m a t e s of th e am o u n t of se r v i c e s ne e d e d , ba s e d on ou r pr e im i n a r y un d e r s t a n d i n g of th e sc o p e , le v e l of en g a g e m e n t , an d ti m e l i n e as de f i n e d in th e St a t e m e n t of Wo r k (S O W ) fo r yo u r pr o j e c t . Th e ac t u a l am o u n t of se r v i c e s re q u i r e d ma y va r y , ba s e d on th e s e fa c t o r s . Ty l e r ' s pr i c i n g is ba s e d on th e sc o p e of pr o p o s e d pr o d u c t s an d se r v i c e s co n t r a c t e d fr o m Ty l e r . Sh o u l d po r t i o n s of th e sc o p e of pr o d u c t s or se r v i c e s be al t e r e d by th e Cl i e n t , Ty i e r re s e r v e s th e ri g h t to ad j u s t pr i c e s fo r th e re m a i n i n g sc o p e ac c o r d i n g l y . Un l e s s ot h e r w i s e no t e d , pr i c e s su b m i t t e d in th e qu o t e do no t in c l u d e tr a v e l ex p e n s e s in c u r r e d ac c o r d a n c e wi t h Ty l e r ' s th e n ‘ c u r r e n t Bu s i n e s s Tr a v e l Po l i c y t Ty l e r ' s pr i c e s do no t in c l u d e ap p l i c a b l e lo c a l , ci t y or fe d e r a l sa l e s , us e ex c i s e , pe r s o n a l pr o p e r t y or ot h e r si m i l a r ta x e s or du t i e s , wh i c h yo u ar e re s p o n s i b l e fo r de t e r m i n i n g an d re m i t t i n g . In s t a l l a t i o n s ar e co m p l e t e d re m o t e l y bu t ca n be do n e on s i t e up o n re q u e s t at an ad d io n a l co s t . In th e ev e n t Cl i e n t ca n c e l s se r v i c e s le s s th a n tw o (2 ) we e k s in ad v a n c e , Cl i e n t is li a b l e to Ty l e r fo r (i ) al l no n » r e f u n d a b i e ex p e n s e s cu r r e d by Ty l e r on Cl i e n t ' s be h a i f ; an d ( da i l y fe e s as s o c i a t e d wi t h th e ca n c e l l e d se r v i c e s If Ty l e r is un a b l e to re - a s s i g n it s pe r s o n n e l . Th e Im p l e m e n t a t i o n Ho u r s in c l u d e d in th i s qu o t e as s u m e a wo r k sp l i t ef f o r t of 70 % Cl i e n t an d 30 % Ty l e r . Im p l e m e n t a t i o n Ho u r s ar e sc h e d u l e d an d de l i v e r e d in fo u r (4 ) or ei g h t (8 ) ho u r in c r e m e n t s . Ty l e r pr o v i d e s on s i t e tr a i n i n g fo r a ma x i m u m of 12 pe o p l e pe r cl a s s . in th e ev e n t th a t mo r e th a n 12 us e r s w‘ h to pa r t i c i p a t e in a tr a i n i n g cl a s s or mo r e th a n on e oc c u r r e n c e of a cl a s s is ne e d e d , Ty l e r w ei t h e r pr o v i d e ad d i t i o n a l da y s at th e n - c u r r e n t ra t e s fo r tr a i n i n g or Ty l e r wi l l ut ze a Tr a i n - t h e - T r a i n e r ap p r o a c h wh e r e b y th e cl i e n t de s i g n a t e d at t e n d e e s of th e in i t i a l tr a i n i n g ca n th e r e a f t e r tr a i n th e re m a i n i n g us e r s As a ne w Ty i e r cl i e n t , yo u ar e en t i t l e d to a 14 - d a y or a 30 » d a y tr i a l of th e Ma n a g e d De t e c t i o n an d Re s p o n s e cy b e r s e c u r i t y se r v i c e Pl e a s e [e f e r e n c e ht t 5: ww w . ie r t e c h . c o m se r v i c e s t ie r — d e t e c t fo r mo r e in f o r m a t i o n on th e se r v i c e an d co n t a c t C be r s e c u r i t Sa l e s t le t t e c h . c o m to In i t i a t e th e tr i a l . Ty l e r cu r r e n t l y su p p o r t s th e fo i i o w i n g id e n t i t y pr o v i d e r s (I d P ' s ) fo r us e wi t h Ty l e r ba c k - o f f i c e so l u t i o n s : Mi c r o s o f t Ac t i v e Di r e c t o r y th r o u g h Az u r e AD , AD F S or Ok t a AD ag e n t , Go o g l e Cl o u d Id e n t i t y , Ok t a , an d Id e n t i t y Au t o m a t i o n Ra p i d l d e n t i t y . An y re q u i r e m e n t by yo u to us e an ld P no t su p p o r t e d by Ty l e r w lr e q u i r e ad d i t i o n a l co s t s , av a ab l e up o n re q u e s t . Ty l e r Co n t e n t Ma n a g e r SE in c l u d e s up to 1T B of st o r a g e . Sh o u l d ad d i t i o n a l st o r a g e be ne e d e d it ma y be pu r c h a s e d as ne e d e d at an an n u a l fe e of $5 , 0 0 0 pe r TB . 20 2 1 7 2 9 4 7 7 7 - N 8 Y 9 H 6 CO N F I D E N T I A L Pa g e 7 Ex h i b i t A Th e Sa a S fe e s fo r pr o d u c t th a t ar e no t na m e d us e r s ar e ba s e d on 50 co n c u r r e n t us e r s . Sh o u l d th e nu m b e r of co n c u r r e n t us e r s be ex c e e d e d , Ty l e r re s e r v e s th e ri g h t to re — n e g o t i a t e th e Sa a S fe e s ba s e d up o n an y re s u l t i n g ch a n g e s in th e pr i c i n g ca t e g o r i e s . Fi n a n c i a l br a r y in c l u d e s : st a n d a r d A/ P ch e c k , st a n d a r d EF T / A C H , st a n d a r d Pu r c h a s e or d e r , st a n d a r d Co n t r a c t , 10 9 9 M , 10 9 9 | N T , 10 9 9 s , 10 9 9 N E C an d 10 9 9 6 . Ge n e r a l Bi l l i n g li b r a r y in c l u d e s : st a n d a r d in v o i c e , st a n d a r d st a t e m e n t , st a n d a r d ge n e r a l ng re c e i p t an d st a n d a r d mi s c e l l a n e o u s re c e i p t . Pe r s o n n e l Ac t i o n s Fo r m s Li b r a r y in c l u d e s : st a n d a r d Pe r s o n n e l Ac t i o n fo r m — Ne w an d st a n d a r d Pe r s o n n e l Ac t i o n Fo r m - Ch a n g e . Pa y r o l br a r y in c l u d e s : st a n d a r d PR ch e c k , st a n d a r d di r e c t de p o s i t , st a n d a r d ve n d o r fr o m pa y r o l l ch e c k , st a n d a r d ve n d o r fr o m pa y r o l l di r e c t de p O S I t , W2 , W2 C , AC A 10 9 5 3 , AC A 10 9 5 C an d 10 9 9 R. Yo u r ri g h t s , an d th e ri g h t s of an y of yo u r en d us e r s , to us e Ty l e r ’ s Da t a & In s i g h t s Sa a S Se r v i c e s , or ce r t a i n Ty l e r so l u t i o n s wh i c h in c l u d e Ty l e r ’ s Da t a & in s i g h t s da t a pl a t f o r m , ar e su b j e c t to th e Te r m s of Se r v i c e s , av a i l a b l e at ht t p s : / / w w w . t y l e r t e c h . c o m / t e r m s / d a t a — i n s i g h t s » s a a s — s e r v i c e s ~ te r m s — o f — s e r v i c e i By si g n i n g th i s sa l e s qu o t a t i o n , or ac c e s s i n g , in s t a ng , or us i n g an y of th e Ty l e r so l u t i o n s li s t e d at th e li n k e d te r m s , yo u ce r t i f y th a t yo u ha v e re v i e w e d , un d e r s t a n d , an d ag r e e to sa i d te r m s ‘ In th e ev e n t Cl i e n t ac q u i r e s fr o m Ty l e r an y ed i t i o n of Co n t e n t Ma n a g e r so f t w a r e ot h e r th a n En t e r p r i s e Ed i t i o n , th e en s e fo r Co n t e n t Ma n a g e r is re s t r i c t e d to us e wi t h Ty l e r ap p l i c a t i o n s on l y . If C le n t wi s h e s to us e Co n t e n t Ma n a g e r so f t w a r e wi t h no n — T y l e r ap p Ic a t i o n s , Cl i e n t mu s t pu r c h a s e or up g r a d e to Co n t e n t Ma n a g e r En t e r p r i s e Ed i t i o n . Ty l e r ‘ s fo r m li b r a r y pr i c e s ar e ba s e d on th e ac t u a l fo r m qu a n t i t i e s li s t e d , an d as s u m e th e fo r m s wi l l be pr o v i d e d ac c o r d i n g to th e st a n d a r d En t e r p r i s e ER P fo r m te m p l a t e . An y fo r m s in ad d i t i o n to th e qu o t e d am o u n t s an d ty p e s , in c l u d i n g cu s t o m fo r m s or fo r m s th a t ot h e r w i s e re q u i r e cu s t o m pr o g r a m m i n g , ar e su b j e c t to an ad d i t i o n a l fe e . Pl e a s e al s o no t e th a t us e of th e Ty l e r Fo r m s fu n c t i o n a l i t y re q u i r e s th e us e of ap p r o v e d pr i n t e r s as we l l . Yo u ma y co n t a c t Ty l e r ' s su p p o r t te a m fo r th e mo s t cu r r e n t li s t of ap p r o v e d pr i n t e r s . An y fo r m s in c l u d e d in th i s qu o t e ar e ba s e d on th e st a n d a r d fo r m te m p l a t e s pr o v i d e d . Cu s t o m fo r m s , ad d i t i o n a l fo r m s an d an y cu s t o m pr o g r a m m i n g ar e su b j e c t to ad d ! Io n a l fe e s no t in c l u d e d in th i s qu o t e . Th e ad d i t i o n a l fe e s wo u l d be qu o t e d at th e ti m e of re q u e s t , ge n e r a l y du r i n g th e im p l e m e n t a t i o n of th e fo r m s . Pl e a s e no t e th a t th e fo r m so l u t i o n pr o v i d e d re q u i r e s th e us e of ap p r o v e d pr i n t e r s . Yo u ma y co n t a c t Ty l e r ' s su p p o r t te a m fo r th e mo s t cu r r e n t li s t of ap p r o v e d pr i n t e r s . St a n d a r d Pr o j e c t Ma n a g e m e n t re s p o n s i b i l i t i e s in c l u d e pr o j e c t pl a n cr e a t i o n , in i t i a l st a k e h o l d e r pr e s e n t a t i o n , bi ~ w e e k l y st a t u s ca l l s , up d a t i n g of pr o j e c t pl a n ta s k st a t u s e s , an d go - l i v e pl a n n i n g ac t i v i t i e s 20 2 1 - 2 9 4 7 7 7 » N 8 Y 9 H 6 CO N F I D E N T I A L Pa g e 8 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 ofthe initial term as set forth in Section F(l)of this Agreement.Your annual 5335 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.License Fees:License fees are invoiced 100%on the date when we provide you with access to the applicable Tyler Software (the ”Software Access Date”). 3.Other Tyler Software and Services. 3.1 VPN Device:The fee forthe VPN device will be invoiced upon installation of the VPN. 3.2 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. 33 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. 3.4 Conversions:Fixed-fee conversions are invoiced 50%upon initial delivery ofthe 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. 35 Requested Modifications to the Tyler Software:Requested modifications to the Tyler Software are invoiced 50%upon delivery ofspecifications and 50%upon delivery of the applicable modification You must report any failure of the modification to conform to the specifications within thirty (20)business days of delivery;otherwise,the modification will be tyler Exhibit B 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."Business days"are defined as the weekdays of Monday through Thursday and do not include Fridays,Saturdays, Sundays,City Holidays,or City Furlough,which are days when the City administration offices and City Hall are closed. 36 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 ofthe Implementation Planning document. 3‘Third Party Products. 3.1 Third Party Software License Fees:License fees for Third Party Software,if any,are invoiced when we make it available to you for downloading. 32 Third Party Software Maintenance:The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading. 3.3 Third Party Hardware:Third Party Hardware costs]if any,are invoiced upon delivery. 3.4 Third Party Services:Fees for Third Party Services,if any,are invoiced as delivered,along with applicable expenses,at the rates set forth in the Investment Summary 3.5 Third Party SaaS:Third Party SaaS Services fees,if any,are invoiced annually,in advance, commencing with availability of the respective Third Party SaaS Services Pricing for the first three (3)years of Third Party SaaS Services is indicated in the investment Summaryi 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 oftransaction,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.Exgenses.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 fees 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 ARQ}1Iertgch.com. 3'5 trier Exhibit B Schedule 1 e.tyler technologies Exhibit B Schedule 1 Business Travel Policy Air Travel A.Reservations &Tickets The Travel Management Company (TMC)used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time,assuming that flight does not add more than three hours to the employee’s total trip duration and the fare is within 5100 (each way) ofthe lowest logical fares 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 nonwefundable 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. '0I‘E'.tyler Exhibit B Schedule 1 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 carforTyler business, employees should select a “mld-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 oftransportation 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. 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.lfthe 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. 2:5»txleri Exhibit 8 Schedule 1 Employees are not authorized to reserve nontraditional short-term lodging,such as Airbnb,VRBO, and HomeAway‘Employees who elect to make such reservations shall not be reimbursed Meals and Incidental Expenses Employee meals and incidental expenses while on travel status within the continental US 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 minortravel expenses.Per diem rates are available at www.gsa.gov(9erdiem. Per diem for Alaska,Hawaii,U.S.protectorates and international destinations are provided separately by the Department of State and will be determined as required. A.Overnight Travel For each full day of travel,all three meals are reimbursable,Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Lunch and dinner Depart after 12:00 noon Dinner Return Day Return before 12:00 noon Breakfast Return between 12:00 noon &7:00 pm.Breakfast and lunch Return af‘er 7:00 p,m.*Breakfast,lunch and dinner *7200 pm.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% 8.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 reiurn home after 7:00 p.m,* *7200 pm.is defined as direct travel time and does not include time taken to stop for dinner. txlsr 5. Exhibit B Schedule 1 Internet Access —HoteIs and Airports Employees who travel may need to access their e-maii at night,Many hotels provide free high speed internet access and Tyler emp|oyees 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. International Travel All international flights with the exception of flights between the US.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 US.Department of Health &Human Services fortravel to specific countries,is reimbursable. Section 4,Meals &Incidental Expenses,and Section 2b,,Rental Car,shall apply to this section. tylerwiinn. Exhibit C O.O.:....tyler technologies Exhibit C Service Level Agreement IV 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. ll.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 Sen/ice Availability;or (3)maintenance that is mutually agreed upon in writing by Tyler and the Clients 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. Ill.Service Availability 3,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 Resgonsibilities 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 '3}.tyleij 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.Vour 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 ofthe 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.|ssuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption. 99.99%-99.50% 99.49%—98.50%2% 98.49%<97.50%4% 97.49%-96.50%6% 96.49%-95.50%8% Remedial action will be taken 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 TylerSoftware unavailable, we will provide advance notice,as reasonably practicable that the Tyler Software will be unavailable during the maintenance window. .55..tyisr 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 Iimitedfor 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,24x1 (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 afierThanksgiving |ndependence 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 2341!?!“ Exhibit C Schedule 1 such a Defect notification,we will use commercialiy 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 Eveiy support incident is logged into Tyler's Customer Relationship Management System and given a unique case number,This system tracks the history of each incidents 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. P{zlrétly Characteristics of Support Incident Resolution Targets‘ Support incident that causes (3)Tyler shall provide an initial response to Priority Level complete application failure or 1 incidents within one (1)business hour of receipt of application unavailability;(b)the incident Once the incident has been confirmed, application failure or unavailability in Tyler shall use commercially reasonable efforts to one or more of the client's remote resolve such support incidents or provide a location;or (c)systemic loss of 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. 1 Critical 'o-gi.tylerllmm Exhibit C Schedule 1 PriorityLevel Characteristics of Support .In‘cident Resolution Targets‘ Support incident that causes (a)Tyler shall provide an initial response to Priority Level repeated,consistent failure of 2 incidents within four (4)business hours of receipt of essential functionality affecting more the incident.Once the incident has been confirmed, than one user or (b)loss or corruption Tyler shall use commercially reasonable efforts to 2 of data,resolve such support incidents or provide a High circumvention procedure within ten (10)business days For nonehosted customers,Tyler's responsibility for loss or corrupted data is limited to assisting the Client in restoring its last available database. Priority Level 1 incident with an Tyler shall provide an initial response to Priority Level existing circumvention procedure,or 3 incidents within one (1)business day of receipt of a Priority Level 2 incident that affects the incident.Once the incident has been confirmed, only one user or for which there is an Tyler shall use commercially reasonable efforts to existing circumvention procedure.resolve such support incidents without the need for a circumvention procedure with the next published maintenance update or service pack,which shall occur at Ieast 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. Medium Support incident that causes failure of Tyler shall provide an initial response to Priority Level nonessential functionality or a 4 incidents within two (2)business days of receipt of cosmetic or other issue that does not the incident.Once the incident has been confirmed, qualify as any other Priority Level.Tyler shall use commercially reasonable efforts to resolve such support incidents,as well as cosmetic issues,with a future version release. 4 Non— critical '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 orthe priority ofan issue has eievated 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 tools 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 -.':-.tylermm,r “mama.iéiK;5:}. )INVWSlflS'IATIVNOIlNlLNI39Vd:IOHEIGNIVWBH swanAmdmm anqua savfimouuoa; G1!Q!HX3 Exhibit D Schedule 1 ~32.tyler O.technologles Exhibit D Schedule 1 Hyperlinked 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 3 Tyler Agreement or Order Form,or accessing,installing,or using Tyler Forms software orforms,you agree that you have read,understood, and agree to such terms. finMWieiK;'~".. >{NV‘IEumATIVNOILNEUNI39W10uaamvwau suualugfiuoaoa Zalnpaqas ClJNNXE! selfimouqoauJaK°~°'°..O.0.. O. zalnpeuas (JllqmXS Exhibit D Schedule 2 ATFENTlON:THE SOFTWARE PROVlDED UNDER THIS AGREEMENT lS BEING LICENSED TO YOU BY ECLIPSE CORPORATION WSL,INC.[Eclipse Corporation)AND l3 NOT BEING SOLD.THIS SOFTWARE [5 PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPEClFlES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS lMPORTANT LIMITATIONS ON REPRESENTATIONS.WARRANTIES, CONDthONS.REMEDIES.AND LiAElLlTlES. DocOrigirI SOFTWAR E LICEN SE lMPORTANT-READ CAREFULLY:This End-User License Agreement (‘Agreernenl‘or 'EULA')is a legal agreement between you (either an individual person or a single legal enuty.who will be referred to in this EULA as "You")and Eclipse Corporation WSL,Incl referred to in this EULA as Eclipse Corporatton,for the DocOrigin soflwave product that accompanies this EULA,including any associated media.printed matenals and electronic documentation (the "Software‘t The Software also encompasses any software updates.add-on components.web services andlhr 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 acmpanied by a separate license agreement or terms of use.if you receive the Softwafe under separate terms from your distributor.those terms will take precedence over any conflicting terms at this EULA By installing.copying.downloading.accessing or othenuise 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 CIR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTlNG THIS AGREEMENT l5 DULY AUTHORIZED TO ACCEPT THlS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY.AND (ll)SUCH ENTlTY HAS FULL POWER. CORPORATE OR OTHERWISE,TO ENTER INTO THIS AGREEMENT AND PERFORM lTG OBLIGATIONS HEREUNDER 1 ,LICENSE TERMS 1.1 In this Agreement a 'Lioense Key'means any lianse 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 12 Evaluation License.Subject to all of the terms and conditions of this Agreement.Eclipse Corporation grants You a fimited.myaltyhee,nonexclusive.non»transfetable license to download and install a copy of the Software from wwwvdocoriginoom on a single machine and use it on a royalryhee basis for no more than 120 days from the date afinstallation (the 'Evaluation Period").You may use the Software during the Evaluation Period solely for the purpose of testing and evaluating it to determine if You wish to obtain a commercial.production license for the Software.This evaluation license grant will automatically end on expiry of the Evaluation Period and you acknowledge and agree that Eclipse Corporation will be under no obligation to renew or extend the Evaluao‘on 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 tor the same If you do not wish to continue to license the Software she!expiry of the Evaluation Period‘then You agree to comply with the termination obligations set out in secxion [7.3]of this Agreement,For greater certainty.any document generated by you unde!an evaluation license will have a ‘spoiler‘or watermark on the output document.Documents generated by DocOr-igin software that has a vaiid license key file also installed will not have the 'spoiler‘ produced.You are not permitted to remove the watermark or ’spoiler'from documents generated using the software under an evaluation license, 1.3 Development and Testing Licenses.Development and testing licenses are available for purchase through authorized distributors and resellers of Eclipse Corporation only.Subiect to all of the tems and conditions of this Agreement,Eclipse Corporation grants Vou.a perpetual (subject to lerminaoon by Eclipse Corporation due to your breach of the terms of this Agreement]non-exclusive.non-tmnsferahle.worldwide '3}.tyler'cilrnm- 1.4 L5 1.6 1.1 Exhibit D Schedule 2 non—sub license able license to download and install a copy of the Sewers from www.docoriginvonm cm a single machine and use fov deveiopment and testing to create collateral deployable to Your production system(s}.You are nni entitled to use a development and testing license for live production purposes Production Licenses.Production licenses are available for purchase through authorized distihutors and reseilers of Eclipse Cm‘poraiion only.Subject to ail of the terms and conditions of this Agreement,Eciipse Camoration grants You]a perpetual (subject to termination by Eclipse Cmpm’ation due to your breach of the terms of this Agreement),non-exdusive.non-transferable.waddwide non-suh license able license to use the Software in accordance with the iicense type purchased by you as set out on your purchase ordet 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 Eciipse Corporation,the default license to the Software is a per-CPU iicense as described in A.beiaw: A.PerCPU.The tota‘i number of CPUs on a mmpu‘ter used to operate the Sofiware may not exceed the licensed quantity off CPUst For purposes of this Iicense metfic:(a)CPUs may contain more than one processing core,each group of two (2)processing cores is consider one (i )CPU“and any remaining unpaired processing core.will be deemed a CPU.(b)all OPUS on a computer on which the Software is installed shall be deemed to operate the Software unless You onnfigure 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 computers Viitual Madfmes (’UM's’)are considered as a servers instaliing and configuring the saflware on multiple V'M‘s requires cne license per VM server.An enterprise license is available upon request Pricing varies based on the size o-‘the company. B.Per—Doaument.This is defined as a fee per document based en the totai number uf documents generated annually by merging data with a Iernpiate created by the Softwale,The combined data and template produce documents of one or more pages.A document may contain 1 or more pages For instance.a batch of invoices for 250 customers may contain 1,000 pages.this will be munled as 250 documents which shouid correspond ta 25D invoices C,Per<5mface_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 pnxluce documents of one or more pages.the pages may be printed one side (one surface)or dupiexed (2 surfaces).The documents may be rendered to a computer file (ie.PDF}. each page placed in the Frle is considered a surface A document may contain 1 or more surfaces. For instance.a batch of invoices for 250 customers may contain 560 pages duplexed,this will be counted as 1000 surfaces. Disaster Recovery License.You may request a Disaster Recovery license of the Software for each production license You have purchased as a faiiover in the event of loss of use of the production server[s). 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Last Updated:July 22,2017 tylerl:hnmpt Exhibit E -::.tyler technoiogies Exhibit E Statement of Work Statement of Work to be inserted prior to Agreement execution. g}.tyler.mm u-Inx Exhibit E ‘3.tyler technologles National City,CA SOW from Tyler Technologies, 4/7/2022 Presemed to: The City of National City 1243 National City Blvd National City,CA 91950-4397 Contact: Richard Boven Email:richard,boven@tylertech.cam One Tyler Drive,Vermouth,ME 04096 Exhibit E .Table of Contents PART 1:EXECUTIVE SUMMARY ..............................1 1.Project Overview .............................................................................................................................1 1.1 Introduction ..1 1.2 Project Goals... 1.3 Methodology .......................................................................................................................................1 PART 2:PROIECT FOUNDATION ...............................3 2.Project Governance .........................................................................................................................3 3.Project Scope Control .............................. 3.1 Managing Scope and Project Change. 3.2 Change Control ..................................... 3.3 Change Request Management ............................................................................................................4 4 4.Acceptance Process 5.Roles and Responsibilities ................................................................................................................6 5.1 Tyler Roles &Responsibilities .. 5.1.1 Tyler Executive Manager.. 5.1.2 Tyler Implementation Manager.. 5.1.3 Tyler Project Manager... 5.1.4 Tyler Implementation Consultant. 5.1.5 Tyler Sales ........................ 5.1.6 Tyler Technical Services 5.2 City Roles &Responsibilities.... 5.2.1 City Executive Sponsor ..... 5.2.2 City Steering Committee .. 5.2.3 City Project Manager ....... 5.2.4 City Functional Leads 5.2.5 City Power Users 5.2.6 City End Users 5.2.7 City Technical Lead ..................... 5.2.8 City Change Management Lead. PART 3:PROIECT PLAN ........13 6.Project Stages... 6.1 Initiate and Plan .. 6.1.1 Initial Coordination .......14 6.1.2 Project/Phase Planning.15 6.1.3 Infrastructure Planning .............................................................................................................16 ...13 14 Nuunnn/Lily.(A Tyler IEchnnlogIex,HIE Exhibit E 6.1.4 Stakeholder Meeting ..... 6.1.5 Intentionally left blank. 6.1.6 Control Point 1:Initiate &Plan Stage Acceptance. 6.2 Assess &Define. 6.2.1 Solution Orientation... 6.2.2 Current &Future State Analysis.19 6.2.3 Conversion Assessment .............20 6.2.4 Intentionally left blank ..............................................................................................................21 6.2.5 Intentionally left blank ................................................21 6.2.6 Control Point 2:Assess &Define Stage Acceptance...21 6.3 Prepare Solution .........................22 6.3.1 Initial System Deployment 22 6.3.2 Configuration ......................23 6.3.3 Process Refinement ..24 6.3.4 Conversion Delivery ..26 6.3.5 Intentionally left blank ......................................................27 6.3.6 Intentionally left blank .........................................27 6.3.7 Control Point 3:Prepare Solution Stage Acceptance.27 6.4 Production Readiness 28 6.4.1 Solution Validation.28 6.4.2 Go-Live Readiness .....................................................................................................................29 6.4.3 End User Training .................................................................30 6.4.4 Control Point 4:Production Readiness Stage Acceptance...31 6.5 Production ......31 6.5.1 Go-Live .31 6.5.2 Transition to Client Semces...33 6.5.3 Post Go-Live Activities ......................................34 6.5.4 Control Point 5:Production Stage Acceptance 34 6.6 Close ..................................................................................................................................................35 6.6.1 Phase Closeout....35 6.6.2 Project Closeout..36 6.6.3 Control Point 6:Close Stage Acceptance ..................................................................................37 17 18 18 18 18 7.General Assumptions"....37 7.1 Project ..................37 7.2 Organizational Change Management ...............................................................................................38 7.3 Reshurces and Scheduling 38 7.4 Data ...................................38 7.5 Facilities .............................................................................................................................................39 8.Glossary .........................................................................................................................................40 PART 4:APPENDICES 43 9.Conversion ........ 9.1 Munis Conversmn Summary... ..43 43 N(mmm)L‘ny,CA Tyler Tedmulngres lm‘Page /n Exhibit E .43 43 43 43 E 9.1.1 Accounting COA ........ 1 9.1.2 Accounting -Actuals.. 9.1.3 Accounting -Budgets .......... 9.1.4 Accounts Payable Master. 9.1.5 Accounts Payable —Checks.. 9.1.6 Accounts Payable -Invoices... 9.1.7 Capital Assets Master ............. 9.1.8 Contracts ............................................................................................................................ 9.1.9 General Billing CID ............................ 9.1.10 General Billing —Recurring Invoices. 9.1.11 General Billing—Bills ........ 9.1.12 Project Grant Accounting. 9.1.13 Project Grant Accounting -Actuals .. 9.1.14 Project Grant Accounting —Budget . 9.1.15 Purchase Orders ............................... 9.1.16 Payroll .............................................. 9.1.17 Payroll —State Retirement Tables 9.1.18 Payroll —Earning/Deduction Hist. 9.1.19 Payroll -Deductions ..... 9.1.20 Payroll —Accumulators 9.1.21 Payroll —Check History .............................................................................................................45 9.1.22 PayroN —Accrual Balances. 9.1.23 Payroll —Recruiting ............ 9.1.24 Payroll —Position Control ....... 9.1.25 Payroll —PM Action History 9.1.26 Payroll —Certifications ........... 9.1.27 Payroll —Education ...................................................................................................................46 43 43 44 ....44 44 .45 10.Additional Appendices ..... 10.1 Intentionally left blank. 11.Project Timeline ..........................................................................................................................48 11.1 ERP Project Timeline ..... 11.2 Intentionally left blank. N(mounl (My,(,4 TM:TELJ/WO/DQIES.Inc Pugc-/HI National City,(A Tyler Technologies]Inr Exhibit E Part 1:Executive Summary 1.Project Overview 1.1 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-toend 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,roles and responsibilities,and project scope listed in the Investment Summary of the Agreement (collectively the ”Project”)between Tyler and the City of National City (”City”). The overall goals of the project are to: I Successfully impiement the contracted scope on time and on budget I Increase operational efficiencies and empower users to be more productive I Improve accessibility and responsiveness to external and internal customer needs I Overcome current challenges and meet future goals 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 ofthe 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 specificatly 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. Exhibit E \Tyler's Six Stage Project Methodology INITIAIE I PW PRODIEHON READINESS PRODUCIIDN Ci ml Guvlfllncf mm mum um:[II 7M!cu”:minus The methodology adapts to both singleephase and multip|e~phase projects. To achieve Project successi 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. Nurimml (11y,CA Tyler Technologies,lnt' Exhibit E 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 provade 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 wili further outline responsibilities of different roles in each stage Further refinement of the governance structure,reiated processes,and specific roles and responsibilities nccurs during the Initiate & Plan Stage The chart beiow illustrates an overall team perspective where Tyler and the City collaborate to resolve Project challenges according to defined escaiation 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 [:1 [F M LMUFRSHIP TYLER LEADERSHIP EXECUTIVE SPONSOR champion:the nruiwl.secures buy-ln.pmvldes M avasighi and ulllmaia declsiunmahng A A. STEERINC BOMMHTEE IMPLEMEHIAITON MANAGER Murmurs umgrsss.goals and chicane:1 ’Mnnmus pmgress A A PRDIECT MANAGER PRDIECI MANAGER ovum:pmjenl schedule and tasks (b menses 11min!schedule and tasks EXECUTIVE SPDNSM Prawns mum“and ummate declslmniaiung Naliaiiul Cilia CA Tyler Tethnn/uqtes,inc Exhibit E 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 schedules The Triple Constraint theory states that if you change one side ofthe 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 BUDGET 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 (eg.,new constraints or opportunities are discovered).This Project is being undertaken with the understandingthat Project scope,schedule,and/or cost may need to change to produce optimal results for stakeholders. Changes to conttactual 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 Proiect 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 occurs 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 Protect.The Change Request will include the following information: Nationu/DWI (‘A Tylei Technologies,Inc Exhibit E I The nature of the change. \I A good faith estimate of the additional cost or associated savings to the City,if any. \I The timetable for implementing the change. I 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.”Business days”are defined as the weekdays of Monday through Thursday and do not include Fridays,Saturdays,Sundays,City Holidays,or City Furlough,which are days when the City administration offices and City HaH are closed. Change Request Process SCOPE [IHIJIS MUM“CHANL 5 SCHEDULE CLIENT IDENIIHES mm ASSESSES/CLIENT DETAILS IF TYLER AGREES ENEMY AUTHDRIZES SCHEDULED ADJUSWD toNEWDESIRENRDETERMINESDUINEEDINCHARGEWITNIHEREQUESTM!DECLINE "IE ACCOMMODATE IHECHANGEOFSCOPEREUUESIFORM!BHANGE CHANGE If NECESSARY n Iyler mus mm nemegt — mum nmvlthll lo clant Inclumu mm M new lawmmmasonlurllama!m1 mu!Mm me mango pmvmen National City](A Tyler Te;hmlog/es,Inc \Exhibit E 4.Acceptance Process The implementation of a Project involves many decisions to be made throughout its lifecyclet 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: I 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,lfthe 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. I 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 agreedbpon timeframe,not to be unreasonably withheld,of receipt of the Deliverable. I 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. I ”Business days”are defined as the weekdays of Monday through Thursday and do not include Fridays,Saturdays,Sundays,City Holidays,or City Furlough,which are days when the City administration offices and City Hall are closed. 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 Nmmnul City](A Tyler Tet lmologlcs,rm \Exhibit E 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. I Provides clear direction forTyler staff on executing on the Project Deliverables to align with satisfying the City '5 overall organizational strategy. I Authorizes required Project resources. I Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process. I Acts as the counterpart to the City ’5 executive sponsor. 5.1.2 Tyler Implementation Manager I 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. I Assigns Tyler Project personnel. I Provides support for the Project team. I Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources. I Monitors Project progress including progress towards agreed upon goals and objectives. 5.1.3 Tyler Project Manager I The Tyler project managerts)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 I Vaiidates contract compliance throughout the Project. I Ensures Deliverabies meet contract requirements, I Acts as primary point of contact for all contract and invoicing questions. I Prepares and presents contract milestone signeoffs for acceptance by the City project manager(s), I Coordinates Change Requests,if needed.to ensure proper Scope and budgetary compliance, 5.1.3.2 Planning I Delivers project planning documents, I Defines Project tasks and resource requirements. I Develops initial Project schedule and Project Management Plan. I Collaborates with the City project manageris)to plan and schedule Project timelines to achieve on- time implementation, National Elly,CA Tyler Tedmaloqms,Inc Exhibit E 5.1.3.3 Implementation Management I Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently, I Establishes and manages a schedule and Tyler resources that properly support the Project Schedule and are also in balance with Scope/budget. I 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. I Collaborates with the City ’5 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. I Collaborates with the City ’5 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. 5134 Resource Management I Acts as liaison between Project team and Tyler manager(s). I Identifies and coordinates all Tyler resources across all applications,Phases]and activities including development,forms,installation,reports,implementation,and billing. I Provides direction and support to Project team. I Manages the appropriate assignment and timely com pletion of tasks as defined in the Project Schedule,task list,and Go-Live Checklist. I Assesses team performance and adjusts as necessary. I Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks. 5.1.4 Tyler Implementation Consultant I Completes tasks as assigned by the Tyler project managerls). I Documents activities for services performed by Tyler. I Guides the City through software validation process following configuration. I Assists during GovLive process and provides support until the City transitions to Client Services. I Facilitates training sessions and discussions With the City and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time, I May provide conversion review and error resolution assistance. 5.1.5 Tyler Sales I Supports Sales to Implementation knowledge transfer during Initiate &Plan. I Provides historical information,as needed,throughout implementation. I Pattimpates in pricing activities if additional licensing and/or services are needed. 5.1.6 Tyler Technical Services I Maintains Tyler infrastructure requirements and design document(s). I Involved in system infrastructure planning/reviewls), I Provides first installation of licensed software with initial database on sewers. I Supports and assists the project team with technical/environmehtal issues/needs. I Deploys Tyler products, Nntntinal Clly,(A Tyler Technologies.Illf Exhibit E 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 dayvtoeday Project activities.The executive sponsor empowers the City steering committee,project manager(s).and functional leads to make critical business decisions for the City. I Makes recommendations regarding the Project to the City Council when this item is brought forward for approval to the City Council,or when members of the administration or City Council request direction from Staff. I Authorizes required project resources. I 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. I Works to resolve all dectsions and/or issues not resolved at the project manager level as part of the escalation process. I Attends all scheduled steering committee meetings. I Provides support for the project team. I Assists with communicating key project messages throughout the organization. I Prioritizes the project within the organization. I Ensures the project staffed appropriately and that staff have necessary resources. I Monitors project progress including progress towards agreed upon goals and objectives. I Makes recommendations to the City Executive Sponsor to approve or deny changes impacting the following areas: 0 Cost Scope Schedule Project Goals City Policies Needs of other client projectsOO O O O 5.2.3 City Project Manager The City shall assign project managerls)prior to the start of this proiect with overall responsibility and authority to make decisions related to Project Scope,scheduling,and task assignment.The City Project Manager should communicate decisions and commitments to the Tyler project manager(s)in a timely and Nullmml City,(A Tyler Technologies.lIlL‘. Exhibit E 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 I Validates contract compliance throughout the project. I Ensures that invoicing and Deliverables meet contract requirements. I 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 I Reviews and accepts project planning documents. I Defines project tasks and resource requirements for the City project team. I Collaborates in the development and approval of the project schedule. I Collaborates with Tyler project manager“)to plan and schedule project timelines to achieve onetime implementation, 5.2.3.3 implementation Management I Tightly manages project budget and scope. I 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. I 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, I 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. I 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, I 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. I Manages the requirements gathering process and ensure timely and quality business requirements are being provided to Tyler. 5.2.3.4 Resource Management I Acts as liaison between project team and stakeholders. I 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. I Provides direction and support to project team. I Builds partnerships among the various stakeholders,negotiating authority to move the project forward. I Manages the appropriate assignment and timely completion of tasks as defined. I Assesses team performance and takes corrective action,if needed. I Provides guidance to City technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution. National (Itv,(A Tyler Te‘tlinologies,Ini' Page /10 l \Exhibit E l ll I Owns the relationship with |n«Scope 3rd party providers and aligns activities with ongoing project tasks. I Ensures that users have appropriate access to Tyler project toolsets as required. I Conducts training on proper use of toolsets. I Validates Completlon of required assignments using toolsets. 5.2.4 City Functional Leads I Makes business process change decisions under time sensitive conditions. I Communicates existing business processes and procedures to Tyler consultants. I Assists in identifying business process changes that may require escalation. I Contributes business process expertise for Current &Future State Analysis. I Identifies and includes additional subject matter experts to participate in Current &Future State Analysis. I Validates that necessary skills have been retained by end users. I Provides End Users with dedicated time to complete required homework tasks. I Acts as an ambassador/champion of change for the new process and provide business process change support. I Identifies and communicates any additional training needs or scheduling conflicts to the City project manager. I Actively participates in all aspects of the implementation,including,but not limited to.the following key activities: 0 Task completion Stakeholder Meeting Project Management Plan development Schedule development Maintenance and monitoring of risk register Escalation of issues Communication with Tyler project team Coordination of City resources Attendance at scheduled sessions Change management activities Modification specification,demonstrations,testing and approval assistance Data analysis assistance Decentralized end usertrainlng Process testing Solution Validation00 0 0 0 0 0 0 0 0 0 0 0 0 5.2.5 City Power Users I Participate in project activities as required by the project team and project managerls). I Provide subject matter expertise on the Clty business processes and requirements. I Act as subject matter experts and attend Current &Future State Analysis sessions as needed. I Attend all scheduled training sessions. I Participate in all required posttraining processes as needed throughout project. I Test all application configuration to ensure it satisfies business process requirements. I Become application experts. I Participate in Solution Validation. I Adopt and support changed procedures. I Complete all dellverables by the due dates defined tn the project schedule. anIO/Jul C/ty.(A Tyler Ieclmalag/es.lnc Exhibit E 5.2.6 Demonstrate competency with Tyler products processing prior to Go~|ive. Provide knowledge transfer to the City staff during and after implementation. Participate in conversion review and validation City End Users Attend all scheduled training sessions relevant to theirjob duties. Become proficient in application functions related to job duties. Adopt and utilize changed procedures. Complete deliverables by the due dates defined il'l the project schedule. Utilize software to perform job functions at and beyond Goelive‘ 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 |0g<0n 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. 3211 City Upgrade Coordination National (AIIVA (A TWEI lechnnloglec,inc Becomes familiar with the software upgrade process and required stepst 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»imp|ementati0n. 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 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 re5istance and develops a plan to reinforce the thange Monitors postvproduction performance and new process adherence. Exhibit E {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 topetevel components are called "Stages"and the second level components are cailed “Work Packages”.The work packages,shown below each stage,contain the high-Ieve| work to be done.The detailed Project Schedule,developed during Project/Phase Planning and finahzed during subsequent stages,lists the tasks to be completed within each work package.Each stage ends with a ”Control Point’fi confirming the work performed during that stage of the Project has been accepted by the City. Work Breakdown Structure (W83) 2 ASSESSK-DEFINE INITIATE-K PLAN PREPARE-SOLUTION PRUDUCTIUNR[ADINESS1 4.5_Pnonucmm 1 1 InitialConrdinalmn 1.2 ProjecL/PhaseFlanmng T 3 InflastructurePiannlng 1 AstakahnlnerPlanmng 1 5 GISManning ‘ltems noted With an asterisk in the graphic above relate to specific pradutls and services.If those praducts and services are not included in the scope of the contract,these specific wark packages will be mated as ”In tent'ionally Lefl Blank”in Section 6 n]the Statement of Work. National Uzyi CA Ty/e/Twhnaloqtes,Inf ‘Exhibit E 6.1 Initiate and Plan 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 i items being repeated for the additional Phases as needed. {The Initiate and Pian stage involves Project initiation,infrastructure,and planning.This stage creates a i 6.1.1 Initial Coordination Prior to Project commencement,Tyler management assigns project manageds).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 roie 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 sessmn. Objectives: I Formally launch the project. I Establish project governance. I Define and communicate governance for Tyler. I Identify City project team. STAGE 1 Initial Coordination cm, RACI MATRIX KEY: R =Responsible A =Accountable C =Consulted |=Informed W *M a n f i g e m e n t ~ L e a d s ' Ch a f i g e t Su bj e c t Ma t t e r .E x p z e t t s (P o w e r - St e e r i h g f i o m m i t t e g \ . Pr e j e c t Ma n a g e r Fy n c t i o h i l L e g d s . De p a r t m e r i t H h a d s Te c h n i c a l Le a d : ‘ . ‘E n d Us e i j s ' , Tyler project team is assigned City projectteam is assigned Provide initial project documents to the City Gather preliminary information requested Sales to implementation knowledge transfer Create Project Portal to store project artifacts and facilitate I communication 3" A- A . Ex e c u t i v e V S p o r k s o r NationalC/‘ty,(A Tyler TELITITO/OQIESA Inc Exhibit E Inputs Contractdocuments Statement of Work Outputs/Deliverables Completed initial project documents Protect portal Work package assumptions: I 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 timeframesl During this work package Tyler will work with the City to coordinate and plan a formal Project planning meetingls).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 forTyler 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 plannlng 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 RACI MATRIX KEY: R =Responsible A =Accountable C :Consulted l:Informed Ch a n g e Ma n a g e m e n t Le a d s Su b j e c t Ma t t e r Ex p e r t s (P o w e r > Ex e c u t i v e S p o n s o r St e e r i n g Co m m i t t e e Pr o j e c t Ma n a g e r Fu n c t i o n a l Le a d s De p a r t m e n t He a d s Te c h n i c a l Le a d s En d Us e r s Schedule and conduct planning sessmnls) O n Nilliimul Linn (A lylei 7€(,’1Il0(l igrm Int:Pugs /15 Exhibit E Develop Project Management Plan Develop initial preject schedule 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: I 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 Tylerehosted/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 serverls)or train the City to install License Software.The City is responsible lorthe installation and setup of all peripheral devices. Objectives: I Ensure the City’s infrastructure meets Tyler’s application requirements. I Ensure the City’s infrastructure is scheduled to be in place and available for use on time STAGE 1 Infrastructure Planning RACI MATRIX KEY: R =Responsible A :Accountable C =Consulted I:Informed Ex e c u t i v e Sp o n s o r St e e r i n g Co m m i t t e e Pr o j e c t Ma n a g e r Fu n c t i o n a l Le a ' d s Ch a n g e Ma n a g e m e n t Le a d s ‘7 fi u b j e c t Ma r t t e r E - x p e r t s r De p a r t m e r i t He a c i s En d Us e r s 7 Te c h n i c a l Le a d s Provide Infrastructure Requirements and Destgn Document Initial lnfrastructme Meeting Nimrmul Lilli](A Tyler hmhnolflgiea lm Pugs /lb Exhibit E *Schedule 3335 Environment Availability ? *Schedule Hardware to be Avaitable for Installation Schedule Installation of A ‘ All Licensed Software A A ‘ Infrastructure Audit |.C Inputs 1,Initial Infrastructure Requirements and Design Document Outputs /Acceptance Criteria [only]for Deliverables Deliverables 1.Compieted tnfrastructure Requirements Delivery of Document and Design 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 Stakeho|der 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,rules and responsibilities]Project timeline and schedule,and keys to Project success Objectives: .Formally present and communicate the project activities and timeline. I Communicate project expectations. STAGE 1 Stakeholder Meeting RACI MATRIX KEY: R :Responsible A =Accountable C:Consulted I:Informed Ex e c u t i v e Sp o n s o r ‘ Su b j e c t ‘ M a t r e r Ex p e r t s f l b w e r St e a m i n g Co r n n f i t t e e : Fu n c t i o n a l Le a d s De p a r t m e n t Hi e a d ‘ s ' Té c h n i c a i Le a d ; En d ‘ U s e r s Create Stakeholder Meeting Presentation Review Stakeholder Meeting Presentation Perform Stakeholder Meeting Presentation _ th a n g e Ma n a g e r r i e h t Le a é s 0 Pr o j e c t Ma n a g e r Nunanu/(Irv,CA Ty/erTethno/ogtes,Inc. Exhibit E Inputs Agreement SOW Project Management Plan Outputs/Acceptance Criteria [only]for Deliverables Deliverables Stakeholder Meeting Presentation Work package assumptions: I None 6.1.5 Intentionally left blank. 6.1.6 Control Point 1:Initiate &Plan Stage Acceptance Acceptance criteria for this stage lncludes 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: I Project Management Plan I Initial Project Schedule Initiate &Plan stage acceptance criteria: I All stage deliverables accepted based on acceptance criteria previously defined I Project governance defined I Project portal made available to the City I Stakeholder meeting complete 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 highelevel understanding of the solution functionality prior to beginning the current and future state analvsis.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 fOf the Solution Orientation,focusing on City team knowledge transfer such as: eLearning,documentation,or walkthroughs.The City team will gain a better understanding ofthe major processes and focus on data flow,the connection between configuratlon options and outcome,integration, and terminology that may be unique to Tyler’s solution. Nulionnl Clly,(A Tyler Iethnalagles.Int Exhibit E Objectives: l I Provide a basic understanding ofsystem functionality. ‘I Prepare the City for current and future state analysis. STAGE 2 Solution Orientation A City RACI MATRIX KEY: R :Responsible A :Accountable C =Consulted l =informed Ch a n g e Ma n a g e m e n t Le a d s su b j e c t Ma t t e r Ex p e r t s (P o w e r Ex e c u t i v e Sp o n s o r St e e r i n g Co m m i t t e e Pr o j e c t Ma n a g e r Fu n c t i o n a l Le e d s De p a r t m e n t He a d s Te c h ni c a l Le a d s En d Us e r s Provide re-requisites ,|l A l Complete pre-requisites A R Conduct orientation || n n inputs Solution orientation materials Training Plan 6.2.2 Current &Future State Analysis The Current &Future State Analysis provides the Pr03ect stakeholders and Tyler an understanding of process changes that will be achieved with the new systems 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: I A reasonable business process change is available. I Functionality exists which satisfies the requirement. I Configuration of the application satisfies the requirement. I An inescope 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 National City,(A 7yi’er Tedinologleg inc Exhibit E City RACI MATRIX KEY: R =Responsible A :Accountable C :Consulted I =Informed De p a r t m e n t He a d s En d Us e r s Ex e c u t i v e Sp o h s o r A St e e r i n g Co m m i t t e e Current State process review Discuss future-state options Make future~state decisions (nonACOTS) Document anticipated configuration options required to support future state n Ch a n g e Ma n a g e m e n t Le a d § n ‘S u b j e c t ' M a t t e r Ex p e r t s i t P A n w e r fl Pr o j e c t M a n a g e ‘ r m Fu n c t i a n a l L e a d s 0 Te c h n i c a l Le a d s h n n 0 fl >:u n n Inputs City current state documentation Solution Orientation completion Outputs/Accepta rice Criteria [only]for Delive rables Delivera bies Documentation that describes future—state Delivery of document decisions and configuration options to support future-state decisions. Work package assumptions: I City attendees possess sufficient knowiedge and authority to make future state decisions. I The City is responsible for any dacumentation of current state business processes. I 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 stakehoiders. Objectives: I Communicate a common understanding of the project goals with respect to data. I Ensure complete and accurate source data is available for reVIew/transfer. I If source data is 3 Tyler legacy system,Tylerwili perform the data mappings.If source data is from a thirdeparty,client is responsible for mapping the data from the source to the Tyler system. i National City,(A ‘i'y/el Technologies,hm.Page /20 Exhibit E I Document the data conversion/loading approach. STAG E 2 Data Conversion Assessment RACI MATRIX KEY: R =Responsible A :Accountable C =Consulted |=Informed Fu n c t i b n a l Le a d s De p a r t m e n t l - l e a d s En d Us e r s Te c h n i c a l Le a d s ”C h a n g e Ma n a g e m e n t Le a d s xs u bj ’ e c t Ma t t e r Ex p e r t s (P o w e r Et e e r i fig Eb m m i t t e e > ij e c t Ma n a g e r Extract Data from Source Systems Review and Scrub :1 Source Data Build/Update Data Conversion Plan Inputs City Source data City Source data Documentation (ifavailable) Outputs/Acceptance Criteria [only]for Deliverables Deliverables Data Conversion Plan built/updated City Acceptance of Data Conversion Plan,if Applicable Work package assumptions: I If the source data is from a Tyler system Tyler‘s Conversion Engineers extract and map the data into the standard Munis conversion format.If the source data is from a third-par‘tv the client will provide Tyler with the data 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. National Urv,(A Tyler Technologies,inc Exhibit E Assess &Define Stage Deliverables: I Documentation of future state decisions and configuration options to support future state decisions. I Modification specification document. I Assess &Define Stage Acceptance Criteria: \I All stage dellverables accepted based on criteria previously defined. l I Solution Orientation is delivered. I Conversion data extracts are received by Tyler. I 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: I All licensed software is installed and operational. I The City can access the software. STAGE 3 Initial System Deployment (Hosted/SaaS)* City _ RACI MATRIX KEV: R :Responsible i A:Accountable C =Consulted I 2 Informed Ex e c u t i v e ‘p o n s e r Fu n c t i o n a l Le a d s Su b j e c t Ma t t e r Ex p e n t s (? o w ‘ e r - De p a r t m e n t He a d s Pr o j e c t Ma n a g e ! l‘ z i i t e e r i r i g , C o m m i t t e e .\ En d Us e r s ‘ Prepare hosted environment Install Licensed Software with Initial Database on Serverls)for Included Environments n Te c h n i c a l - L ' e a d s f i f National City.CA Tyler Technologies.Inc Exhiblt E Install Licensed Software on City Devices (if applicable) Tyler System Administration Training (if applicable) Outputs]Acceptance Criteria [only]for Deliverables Deliverables Licensed Software is Installed on the Server(s)Software is accessible Licensed Software is Installed on City Devices Software is accessible (if applicable) lnstallation Checklist/System Documem System Passes Infrastructure Design Document (C&J ~If Applicable) Work package assumptions: I The most current available version of the Tyler Licensed Software will be installed. I 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: I Software is ready for validation I Educate the City Power User how to configure and maintain software I Prepare standard interfaces for process validation (if applicable). STAGE 3 Configuration Nulionu/ow,CA Tyler leclmo/agles,lm: 1t\Exhibit E {RACI MATRIX KEY: \R :Responsible \A =Accountable C h a n g e : M a n a g e m e f i t t e a d s C :Consulted I :Informed Ex a c u f i v e Sp e n s e r St e e r i n g Co m m i t t e e Pr a j e C t Ma n a g e r t " Fu n c t i d n a l Le a d s H De p a r t m e n t He a d s Te c ' h n i c ' a [ Le a d s En d ‘ Us e r s n [S g t i j e c t Ma t t e r Ex p e r t s - ( R o w e ’ r Conduct configuration training Complete Tyler configuration tasks (where applicable) Complete City configuration tasks (where applicable) Standard Interfaces configuration and training (ifapplicable) Updates to Solution Validation testing plan Inputs Documentation that describes future state decisions and configuration options to support future state decision; Outputs/Acceptance Criteria [only]for Deliverables Deliverables Configured System N/A Work package assumptions: I 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. I Refine each process to meet the business requirement; I Validate standard interfaces,where applicabiev \I Validate forms and reports,where applicable Nnt/U/ml City,(A Tyler Technologtex Inc. 1 Exhibit E I STAGE 3 Process Refinement '€le RACI MATRIX KEY; R =Responsible A =Accountable C:Consulted l =Informed Su b j g c t ; Ma t i e ‘ r EX p e r t s x m a w e } r €h a ng e Ma n a ‘ g é m e n t n k e a ' d s :S t e é r i n g Co m m i t t e e Pr o ; e c t Ma n a g e r : " ' ‘n T b a J ‘L e a d s En d Us e r s } : . * e r a f i t m e h ’ t - H e a d 5 Conduct process training Confirm process decisions AA A A A Testconfiguration \I l ''AK A R Refine :‘-A ‘ configuration (City Responsible)A A A .A Refine ‘A .C ‘‘ configuration (Tyler ‘ Responsible) Validate interface process and results Update City~ specific process documentation (if ap-licable) Updates to Solution Validation testing plan 0» EU n c t i g n a l Le a d s (3 , Inputs Initial Configuration Documentation that describes future state decisions and configuration options to support future state decision: Solution va|idation test pfan Outputs/Acceptance Criteria [only]for Deliverables Deliverables Updated solution validation test plan A Completed City—specific process \documentation [completed by City) Work package assumptions: I None National City](74 Tyler Terhnologles,Inc. Exhiblt E 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(sl 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(sl 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 136*!Kala ‘vii lwmg Pull Data 8. Convemiun Balancing Reports Conversion Reviews Completed W “a ll Rim {(U‘VF;\lnn [ME arr- ManConversion Final Conversion Objectives: .Data is ready for production (Conversion). STAGE 3 Data Delivery &Conversion City RACI MATRIX * KEY: R =Responsible A:Accountable C =Consulted l:Informed \ Ex e c u t i v e Sp o n s o r |S t e e r i n g Ca m mi t t e e Pr o j e c t Ma n a g e r Fu n c t i o n a l Le a d s [C h a n g e Ma n a g e m e n t Le a d s l$ u b j e c t Ma t t e r Ex p e r t s (B o w e r De p a r t m e n t He a d s Te c h n i c a l Le a d s En d Us e r s Provide data crosswalks/code mapping tool \National City,CA li Tyler Technologies,Inc Page /26 Exhibit E Populate data crosswalks/code mapping tool Iterations: Conversion Development _ Iterations:f Deliver \ converted data Iterations: Proof/Review data and reconcile to source system Inputs Data Conversion Plan Configuration Outputs/Accepta nce Criteria [only]for Deliverables Deliverables Code Mapping Complete /Validated N/A Conversion iterations /Reviews Complete Conversion complete,verified,and ready for final pass Work package assumptions: I The City will provide a single file layout per source system as identified in the investment summary. I The City subject matter experts and resources most familiar with the current data will be involved in the data conversion effort. I 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 uponTyler‘s receipt of the Stage Acceptance. Prepare Solution Stage Deliverables: I Licensed software is installed‘ I Installation checklist/system document. I Conversion iterations and reviews complete. Prepare Solution Stage Acceptance Criteria: National (.‘i‘ly,CA Tylei Technologies,inc. Exhibit E l I All stage deliverables accepted based on criteria previously defined. i I Software is configured. l I Solution validation test plan has been reviewed and updated if needed. 6.4 Production Readiness Activlties in the Production Readiness stage will prepare the City team for go-live through solution validation, the development of a detailed go-llve 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 govlive. 6.4.1 Solution Validation Solution Validation is the endetovend 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: I Validate that the solution performs as indicated in the solution validation plan. I Ensure the City organization is ready to move forward with go-live and training (ifapplicable). STAGE 4 Solution Validation City RACI MATRIX KEY: R =Responsible A =Accountable C :Consulted l:Informed Ex e c u t i v e Sp o n s o r Si l h j e c t Ma t t e r - E x p e r t s (P o w e r Ch a n g e Ma n a g e m e n t Le a d s . lS t e e r i n g Co m mi t t e e De p a r t m e n t :H e a d s Te c h n i c a l Le a d s En d Us e r s Update Solution Validation plan Update test scripts (as applicable) Perform testing Document issues from testing Perform required follow- up on issues n li t r o j ' e c t ' M a n a g e r .0 Fu n c t i o n a l Le a d s . (‘ I >n )> :9 ”1 Inputs Solution Validation plan Completed work product from prior stages (configuration,business process,etc.) Outputs/Acceptance Criteria only]for Deliverables Deliverables Solution Validation Report City updates report with testing results National Elly.CA Tyler Tedlrmlagies,In:Page I 28 Exhibit E Work package assumptions: .Designated testing environment has been established. I 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 GorLive‘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: I Action plan for g(rlive established. I Assess go-live readiness. I Stakeholders informed of go»live activities, STAGE 4 Go-Live Readiness City RACI MATRIX KEY: R 2 Responsible A =Accountable C =Consulted I :Informed il C h a n g g ‘ M a r i ' a g e m e m t i e a ’ d s Su b j e c t t M a t t e r Ex p e r t s (P o w e r \ Ex e c u t i v e Sp o n s o r St e e r i n g C o m ‘ m i t t e e Pr o j e c t Ma n a g e r ' Fu n c t i o n a l Le a d s De p a r t m e n t He a d s Te c h n i c a l Le a d s 7 En d Us e r s Perform Readiness Assessment A A ConductGo-Live planning A -i,3 .7 7‘u A session \\ Order peripheral 63:.A 4.A I U A ..t f; hardware (if applicable) Confirm procedures for Go-Live issue reporting &.C C l I l I l l resolution i A Develop Go-Live checklist ‘C c 1 c (3 Final system A ‘ infrastructure review C c (where applicable) n n n h n n Inputs Future state decisions Go-live checklist Outputs/Acceptance Criteria [only]for Deliverables Dellverables National City,(A Tyler Technologies,Inc. \Exhibit E Updated go-Iive checklist Updated Action plan and Checklist for go-iive deiiveted to the City Work package assumptions: I 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 wili organize and initiate the training actiwties. Train the Trainer:Tyler provides one occurrence of each scheduled training or implementation topic.The City may record the Train the Trainer sessions for future internal use,City users who attended the Tyler sessions may train additional users.Additional Tyler led sessions may be contracted at the applicabie rates for training. Tyler will provide standard application documentation for the general use ofthe software.It is not Tyler's responSIbility to develop City specific business process documentation.Cityeled training labs using City specific business process documentation if created by the City can be added to the regulartrainmg curriculum,enhancing the training experiences of the end users, Objectives: .End users are trained on how to use the software prior to go-iive. 'The City is prepared for ongoing training and support of the application. STAGE 4 End User Training City RACI MATRIX KEY: R :Responsible A =Accountable C =Consulted I =Informed Py o j e c f i * M a n a g e r pi ‘E h a n g e i M a n a g e r n e n t Le a d s 51 1 bj e c t fM a t t e r Ex p e r t s (P o w e r Ex e c u t i v e Sp o n s o r St e e r i n g f l C o m m i t t e e Fu n c t i o n a l Le a d s Eg r i d Us e r s i Update training plan End User training (Tyler- led) Ti'ainathe—trainer End User training (Citye led) n F)n i fl h ’L ‘ p m r h e r i t i H e a d s . i Te c h n i c a l Le a d s 0 (' 1 >0 f i f l :U n ' n n Inputs Training Plan List of End Users and their Roles /Job Duties Configured Tyier System Outputs/Acceptance Criteria [only]for Deliverables Deliverabies End User Training City signoff that training was delivered Nuriui‘in/Lily,CA fyler Iethim/ogies,iiir I’rige /30 Exhibit E l Work package assumptions: I The City project team will work with Tyler to jointly develop a training curriculum that identifies the size,makeup,and subjectearea of each of the training classes I 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 I The City will be responsible for training new users after go-live (exceptionApreviously 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: I Solution Validation Report. I Update go-live action plan and checklist. I End user training. Production Readiness stage acceptance criteria: I All stage deliverahies accepted based on criteria previously defined. I 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 60‘ Live Readiness to support go-live activities and minimize risk to the Project during go-Iive.Following goelive, Tylet will work with the City to verify that implementation work is concluded]post goelive activities are scheduled,and the transition to Client Services is complete for Iong-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 GovLive. The City provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final conversion iteration,ifapplicable.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 daveto 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. Nuzlmial City CA ry/FI ierhnologies,lm Exhibit E \Objectives: l I Execute day to day processing in Tyler software. I City data available in Production environment. STAGE 5 Go—Live City RACI MATRIX KEV: R =Responsible A =Accountable C:Consulted l =Informed Ch a n g e Ma n a g e m e n t Le a ’ d s ' Su b j e c t Ma t t e r Ex p e r t s t P o r w e r ‘ Ex e c u t i v e Sp e n s e r Et e e r i n g Co m m i t t E e ‘ Pr o j e c t Ma n a g e r Fu n c t i o n a l Le a d s Te c h n i c a l Le a d s En d Us e r s De n a fi t m e n t He a d s Provide final source data extract,ifapplicable Final source data pushed into production environment,if a licable i Proof final converted data,if applicable Complete Go-Live activities as defined in A R C |C the GO<Live action plan Provide GOALive assistance )2 :0 Inputs Comprehensive Action Plan for Go-Live Final source data (if applicable) Outputs/Acceptance Criteria [only]for Deliverables Deliverables Data is available in production environment City confirms data is available in production environment Work package assumptions: I The City will complete activities documented in the action plan for Go~Live as scheduled. I External stakeholders will be available to assist in supporting the interfaces associated with the Go- Live live process. I The City business processes required for GofiLive are fully documented and tested I 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 60‘ Live. I The Tyler Go—Live support team is available to consult with the City teams as necessary. National City,CA Tyler Technologies,inc.Page /32 Exhibit E i I The Tyler Go-Live support team provides standard functionality responses,which may not be tailored ‘to the local business processes. i 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 agreedmpon post Go-Live activities.The Tyler project manager(s)schedules a formal transition t of the City onto the Tyler Client Services team,who provides the City with assistance following Go-Live, officiaiiv transitioning the City to operations and maintenance Objectives: I Ensure no critica!issues remain for the project teams to resolve. I Confirm proper knowledge transfer to the City teams for key processes and subject areas. STAGE 5 Transition to Client Services E City RACI MATRIX KEY: R =Responsible A =Accountable C =Consulted l:Informed Su b j e c t Ma t t e r r E x p e r t s (- P f o w e r De p a r t m e n t He a d s Ch a n g e Mé n i é g é r f i e n t Le a d s - Ex e c u t w e Sp o n s o r St e e r i n g Cé m m i t t e e k Pr o j e c t Ma n a g e r Fu n c t i o n a l Le a d s Te c h n i c a l Le a d s En d Us e r s Transfer City to Client Services and review issue reporting and resolution processes Review long term maintenance and continuous improvement Inputs Open item/issues List Outputs/Acceptance Criteria [only]for Deliverables Deliverables Client Services Support Document Work package assumptions: I No material project issues remain without assignment and plan. National City,CA Tyler Technologies Inc. Exhibit E \6.5.3 Post Go—Live Activities Some implementation activities are provided postvproduction 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. i Objectives: I Schedule activities that are planned for after Go-Live. I Ensure issues have been resolved or are planned for resoiution before phase or project close. STAGE 5 Post Go-Live Activities .City . RACI MATRiX KEY:‘‘ R =Responsible A =Accountable C :Consulted I =Informed Su b j e c t Ma t t e r ’ E x p e r t s (P o w e r Ex e c u t i v e Sp a n s o r kt e ‘ e r i n ‘ g Co m m i t t e e Pr o j e c t Mé n a ’ g / e r Fu n c t i o n a l Le a d s Te c h ni c a l Le a d s En d Us e r s Ch a n g e - M a n a g e m e n t Le a d s ' De p a r t m e n t He a d s Schedule contracted activities that are planned for delivery after go~|ive Determine resolution plan in preparation for phase or project close out n O n n Inputs List of post Go-Live activities Outputs/Acceptance Criteria [only]for Delivera bies Deliverables Updated issues log Work package assumptlons: I System is being used in a live praduction state. 6.5.4 Control Point 5:Production Stage Acceptance Acceptance criteria for this Stage includes completion of al|criteria listed below: i I Advancement to the Close stage is not dependent upon Tyler’s receipt of this Stage Acceptance. I Converted data is avaiiable in production environment. Production Stage Acceptance Criteria: National City,(A Tyler Technologies,INC ,, ,L , 'Exhibit E t I All stage deliverables accepted based on criteria previously defined. .I Go—Live activities defined in the Gotive action plan completed. ‘I Client services support document is provided. 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 Iong-term relationship with Tyler Client Services). 6.6.1 Phase Closeout Thls work package represents Phase completion and signals the condusion of implementation activities for the Phase The Tyler Client Services team wiH assume ongoing support ofthe City for systems implemented in the Phase. Objectives: I Agreement from Tyler and the City teams that activities within this phase are complete STAGE 6 Phase Close Out t Citv RACI MATRIX KEV:x R =Responsible A =Accountable C :Consulted l =Informed Ch a n g e Ma n a g e m e n t Le a d5 Su h j e e t M a t t e r Ex p e r t s (P o w e r Ex e c u t i v e Sp o n s o r St e e f i n g - ‘ C o m m i t t e e Pr é j e c t - M a n a g e r Fu n c t i o n a l Le a d s De p a r t m e n t He a d s Te c h n i c a l Le a d s \E n d Us e r s Reconcile project budget and status of contract Deliverables Hold post phase review A meetin:-4 -- Release phase ' dependent Tyler project resources 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 Nuhomul (Atty,CA Tyler ‘lerlmologres,Inc Exhibit E mputs Contra ct Statement of Work Project artifa cts ‘Outputs/Acceptance Criteria [only]for Deliverables Deliverables Final action plan (for outstanding items) Reconciliation Report Post Phase Review Work package assumptions: I 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 critica!issues remain for the project teams to resoive. I Determine proper knowiedge transfer to the City teams for key processes and subject areas has occurred. -Verify all deliverables induded in the Agreement are delivered. STAGE 6 Project Close Out RACI MATRIX KEY: R =Responsible A =Accountable C =Consulted I =Informed y 4 . [C h a n g e Ma n h g e m e j n t i e a d s n Te c h n i c a l L e a d s Ex e c u t w e Sp o ns o r St e g r i n g C o r h m i t t e e De p a r t m e n t '4 ‘ ‘e j a d s : En d - U - s e r s n IS u b ‘ j e e t Ma t t e r Ex p é r t s (P o w e r a Pr o j e c t Ma n a g e r a Fu n c t i o n a l L é a d s ’ Conduct post project review Deliver post project report to City and Tyler leadership Release Tyler project resources fl Inputs Contract Statement of Work National City,CA Tyler Technologies Inc. Exhibit E Outputs/Acceptance Criteria [only]for Deliverables Deliverables l Post Proiect Report City acceptance;Completed report indicating all project Deliverables and milestones have been completed Work package assumptions: I All project implementation activities have been completed and approved. I No critical project issues remain that have not been documented and assigned, I Final project budget has been reconciled and invoiced. I All Tyler deliverables have been completed. 663 Control Point 6:Close Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Close Stage Deliverables: I Post Project Report Close Stage Acceptance Criteria: I 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 genetal assumptions which should be considered throughout the overall implementation process. 7.1 Project I Project activities will begin after the Agreement has been fully executed. I The City Project Team will complete their necessary assignments in a mutually agreed upon timeframe to meet the scheduled goellve date,as outlined in the Project Schedule. I All sessions will be scheduled and conducted at a mutually agreeable time I Additional services,software modules and modifications not described in the SOW orAgreement 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 onesite or remote sessions,as applicable.“Business days”are defined as the weekdays of Monday through Thursday and do not include Fridays,Saturdays,Sundays,City Holidays,or City Furlough,which are days when the City administration offices and City Hall are closed. National 01y,(A Tyler Tedmulotjies,Int Exhibit E I 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. I lmplementation of new software may require changes to existing processes,both business and technical,requiring the City to make process changes. I The City is responsible for defining,documenting,and implementing their policies that resultfrom 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 I City resources will participate in scheduled activities as assigned in the Project Schedule I The City team will complete prerequisites prior to applicable scheduled activities.Failure to do so may affect the schedule I 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. I Abbreviated timelines and overlapped Phases require sufficient resources to complete all required work as scheduled. I 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. I 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 buyein/and knowledge. I 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, I The City will respond to information requests in a Comprehensive and timely manner,in accordance with the Project Schedule. I The City will provide adequate meeting space or facilities,including appropriate system connectivity, t0 the project teams including Tyler team members. I For on-site visits,Tyler will identify a travel schedule that balances the needs of the project and the employee. 7.4 Data I Data will be converted as provided and Tyler will not create data that does not exist I The City is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data. I 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. National (Try,(A Tylet TELhIlO/Otjiebl lnt‘ \Exhibit E I All in-scope source data is in data extract(s). \I Each legacy system data file submitted for conversion includes all associated records in a single approved file layout, I 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. I The City Project Team is responsible for reviewing the converted data and reporting issues during each iteration,with assistance from Tyleri I The City is responsible for providing or entering test data (e.gi,data for training,testing interfaces, etc.) 7.5 Facilities I 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. I The City will provide staff with a location to practice what they have learned without distraction. National Cily,CA Tyler Technologies,Inc Exhibit E l 8.Glossary Acceptance Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria Accountaole The one who ultimately ensures a taskor deliverable is completed;the one who ensures the prerequisites of the task are met and who delegates the work to those responsible.[Also see Applicfion A A computer program designed to perform a group of coordinated functions,tasks,or activities for the benefit of the user. i Application ProgTan'Iming Interface (API)A defined set of tools/methods m_pgss data to anti received data from Tyler softwa re products Agreement This executed legal contract that defines the products and services to be implemented or performed \Business Process The practices,policy,procedure,guidelines,or functionality that A 44 4 4 the client uses to complete a specificjob function.44 AA_ Business Requirements Document A specification document used to describe Client requirements A A 44 for contracted software modifications,4 i Change Request i A form used as part ofthe Change Control process whereby changes in the scope of work,timeline,resources,and/or budget “A A A A __AA _ii?documentedAand gAgreed upon bx participatingApAarties. Change Management Guides how we prepare,equip and support individuals to successfully adopt change in order to drive organizational success &outhrAnAes l*I Code Mapping [where applicable]-An activity that occurs during the data conversion process whereby users equate data (field level)values from the old system to the values available in the new system These may be one to one or many to one.Example:Old System [Field =eye color][values =BL,Blu,Blue]maps to New Tyler System [Field = ,A Eye Color1[value =Blue].A Consulted l Those whose opinions are sought,typically subject matter experts,and with whom there is two-way communication.[Also 444 4 4 444 4..4 549594RA4C11 4 44 Control Point This activity occurs at the end of each stage and serves as a formal and intentional opportunity to review stage deliverables AA A A A A and required acceptance criteria for the stage have been met:A Data Mapping [where applicable]The activity determining and documenting where data from the { legacy system will be placed'In the new system;this typically involves prior data analysis to understand how the data is I currently used in the legacy system and how it will be used in the k #new system.444 ‘Deliverable Averifiable document or service produced aspart of the Project i x as defined in the work packages G&Live The point in time when the ClientIs using the Tyler software to A A A conduct dainAgperitiAqnsIn ErgciuAction.A informed Those who are kept uptoe date on progress,often only on completion of the task or deliverable,and with whom there is i A \Just one-way communication.[Alsosee RACl] NaIII'IIIulUty,(A lylEI lschnalogies,lm Exhibit E Infrastructure Thecomposite hardware,network resources and services required for the existence,operation,and management of the Tylersoftware.4 4 4 Interface A connection to and potential exchange of data with an external system or application.Interfaces may be one way,with data leaving the Tyler system to another system or data entering Tyier from another system,or they may be bi-directional with data i _both leaving and entering Tyler and another system Integration A standard exchange or sharing of common data within the Tyler system or between Tyler appllcations A Legacy System A The software from which a client is converting. Modification Custom enhancement of Tyler’5 existing software to provide features or functions to meet individual client requirements 4 _documepted within the scope 9f the Agreement. On-site Indicates the work location is at one or more of the client‘s I I physical office or work environments Organizational Change The process of changing an organization 5 strategies processes, procedures,technologies,and culture,as well as the effect of such changes on the organization. ‘Output A product (esult or service generated by a process. Peripheral devices;A An auxiliary device that connects to and works with the computer in some way Some examp|esz scanner,digital camera,printer. Phase A portion of the Project in which specific set of related applications are typicaliy implemented.Phases each have an independent start,Go—Live and closure dates but use the same f I I Implementation Plans as other Phases ofthe Project.Phases may I overlap or be sequential and may have different Tyler resources I 4 I assigned.4 4 4 I Project The delivery of the software and services per the agreement and i the Statement of Work.A Project may be broken down Into I 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 I following roles for a gIven task:Responsible (R),Accountable (A), I Consuited (C),or Informed (I). i i i i4I\Remote I Indicates the work iocationIs at one or more of Tyler’5 physical I offices or work environments.I iI i I Iiespohsible Those who ensure a task is completed,eithefby thgselvelsgoi _delegating to anotherIesource.[Also see RACI4] Scope Products and services that are Included in the Agreement. National CIIy,(A Tyler Tc‘tlmoingrcg MC Exhibit E l Solution l The implementation of the contracted software producfis)4‘ resulting In the connected system allowing users to meet Project I i |I I A i goals and gain anticipated efficiencies. Stage The top-level components of the WBS.Each StageIS repeated for A individual Phases of the Project. Standard l Software functionality that is included in the base software (off- the—shelf)package;is not customized or modified l Statement of Work (50W)Document which will provide supporting detail to the Agreement l l defining Project—specific activities,services,and Deliverables. l System The collective group0—fsoftware and hardware that IS used by the l organization to conduct business. Test Scripts The steps or sequence of steps that will be used to validate or I confirm a piece of functionality,configuration,enhancement,or Use Case Scenario.A l Training Plan Document(s)that indicate how and when users of the system will l be trained relevant to their role in the implementation or use of Ithe system Validation (or to validate)The process of testing and approving that a specific Deliverable, process,program or product'is working as expected. 4Work Breakdown Structure (WBS)A A hierarchical representation of a Project or Phase broken down into smaller,more manageable components.4 41 4 ___V4<_‘W.V Work Package A group of related tasks within a project. Nuimnul L‘Ilyl (A 'Iyler ledwm/ogles lIiL Page /4’2 Exhibit E Part 4:Appendices 9. 941 9.1.1 9.1.2 Nuzlonul Oly‘CA Tyler TEL/WVUIOQIES,Inc: Conversion Munis Conversion Summary 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 provaded spreadsheet for design and entry of the data to be converted Accounting —Actuals Summary account balances Up to 3 years Accounting -Budgets Original budget]budget adjustments,revised budget summaries for accounts Up to 3 years Accounts Payable Master Vendor Masterfile including names,addresses,SSN/FID,contacts]phone numbers Multiple remittance addresses Year-to-date 1099 amounts Accounts Payable —Checks Check header data including vendor,warrant,check number]check date,overall check amount, General Ledger cash account and clearing information Check detail data including related document and invoice numbers for each check Up to 5 years Accounts Payable —Invoices Invoice header data contaming general information for the invoice Invoice detail data containing line<specific information for the invoice Up to 5 years Capital Assets Master Asset description,status,acquisition quantity,date and amount,codes for asset class,subclass, department,custodian,flags for capitalization and depreciation,estimated life,serial number,model, model year,depreciation method,life-to~date depreciation amount,last depreciation date,disposal information (if any),purchase information,Ifany (vendor,PO,Invoice) Exhibit E 9.1.8 Contracts I Contract header detail with many fields available to convert Including fiscal year and period,vendor number,department code,description,enforcement method code,dates for award,approval,entry and expiration,retention information,user~defined type and review codes,status code,user ID for entry and approver.Additional fields are also available.A balance forward contract amount is converted,if original amount is required there will be an additional charge and contract;purchase orders,and invoices must be converted together. 9.1.9 General Billing CID I Customer informatlon 9.1.1OGeneral Billing —Recurring Invoices I General Billing Invoices that are sent on a regular basis I Header records with general information about the invoice I Detail records with [ineespeciflc information 9.1.1lGeneral Billing —Bills I 5 years of open and closed invoices I General Ledger information so open invoices can be processed in Munis 9.1.12Project Grant Accounting I Segments,account strings and fund string allocation table I Requires the use of 3 Tyler provided (Chart of Accounts)spreadsheet for design and entry of the data to be converted 9.1.13 Project Grant Accounting -Actuals I Summary project ledger string balances.lf linking to General Ledger,must be converted at the same time. I Up to 3 years 9.1.14Project Grant Accounting —Budget I Original project ledger budget amounts.tf linking to General Ledger,must be converted at the same time. I Up to 3 years 9.1.15 Purchase Orders I Open purchase orders header data including vendor,buyer,date,accounting lnformation,etc I Open purchase orders detail data including line item descriptions,quantities,amounts,etc. 9.1.16Payroll I Payroll Employee Master data including data such as name,address,social security number,legacy employee ID,date of birth,hire date,activity status (such as active/inactive),leave/termination code anlOIlfl/(11y (A ‘Iyle:Tschnulog/es,Inc Exhibit E and date,phone(s),e-address,marital status,gender,race,personnel status (such as full-time,part~ time,etc.),highest degree,advice-delivery (print/emaiI/both)and check location,plus primary group, job,location,and account information 9.1.17 Payroll —State Retirement Tables I Specific state-required data,plus related service years information,when appropriate I Needed for some states 9.1.18Payroll —Earning/Deduction Hist. I Up to 5 years,additional years must be quoted.Earning and deduction history broken down by individual codes (earnings and deduction)and amounts per pay period,the detail of these lines,sums to the check history 9.1.19Payroll -Deductions I Employee Deductions -including empioyee ID,deduction codes,tax information,and direct deposit Information 9.1.20Payroll —Accumulators I YTD,QTD,MTD amounts for employee pay and deductions I Needed for mid—calendar~year goelive I May not be needed if converting earnings/deductions history I Up to 5 years 9.1.21 Payroll —Check History I Up to 5 years,additional years must be quoted,We convert amounts for earnings and deductions in employee check history,check number and date. 9.1.22 Payroll —Accrual Balances I Employee Accrual Balances including Vacation,Holiday,and other Leave balances I Start of year balancel earned to date,used to date 9.1.23 Payroll —Recruiting I Application requisition applicant master data plus applicant references,certifications,education] skills,tests,work history,and interviews 9.1.24Payroll —Position Control I Position,description,status]job code,bargaining group,Iocation,number of employees allowed for each,FTE percentage,General Ledge(account,and max/min grade and step 9.1.25 Payroll —PM Action History I A variety of Personnel actions]such as job or salary changes and dates these events occurred. I Up to 5 years an/onnl (W,(‘A Tyler Tetlmologlss,HIL‘ Jl \Exhibit E \ 9.1.26Payroll —Certifications \I Certification area and certification type codes,certification number and effective date,expiration date,and required<by date,codes for certification Ievel and subjects 9.1.27 Payroll —Education I Codes,for Institution,type of degree,and area(s)of study NUUDDUI City,(A Tyler Technologies,/nL. Exhibit E 10.AdditionalAppendices 10.1 Intentionally left blank. \National City,CA Tyler Terl'mofoqxes.Inc. \Exhibit E 11.Project Timeline 11.1 ERP Project Timeline The Project Timeline establishes a target duration for each Phase of the Project.The timeline needs to account for resource availability,business goals,size and complexity ofthe Project,and task duration requirements These will be revtewed 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 durations may be revised when 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, '.‘u.--c.”0-I.- 1 Munis Financials Accounting/General Ledger 12 months Accounts Payabie Budgeting Capital Assets Cash Management Contract Management eProcuremenl Project &Gran!Accounting Purchasing General Billing Accounts Receivable Tyler ReadyForms Included In Phase 1 Tyler Content Manager SE Munis Analytics &Reporting w Executive Insights Sonata Open Finance 1 Munis Prnduntivity 2 Munls Human Capital 0 Payroll w/Emplavee Self Servke 12 "WW“ Management 0 Human Resources &Talent Management 11.2 Intentionally eft blank. NUIIDHU/City,(A TVIEI Tethnologle;IIM '-:-.tyler technologies SOFTWARE AS A SERVICE AGREEMENT This Software as a Service "Saas"Agreement is made between Tyier Technologies,Inc.and Client WHEREAS,Client selected Tyler to provide certain products and services set forth in the investment Summary,including providing Client with access to Tyler’s proprietary software products,and Tyler desires to provide such products and services under the terms ofthis Agreement; WHEREAS,Client is a member of Sourcewell (formerly known as National Joint Powers Alliance) (”Sourceweli")under member number 17730. 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 090320-1Tl (hereinafter,the "Sourcewell Contract”); WHEREAS,documentation of the Sourceweii competitive bid process,as well as Tyler's contract with and pricing information for Sourceweii is available at https:([sourcewe|l-mn.gov[cooperative- Qurchasingb and WHEREAS,Client desires to purchase off the Sourcewell Contract to procure Enterprise ERP 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 ofthe 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 t "Business Travel Policy”means our business travel policy,A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B. -"Client"means the City of National City,California, 0 "Data"means your data necessary to utilize the Tyier 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 functionaiity 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. 0 "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 {1 tide; contains EnerGov labeled software,defined users mean the maximum number of named users that are authorized to use the EnerGov labeled modules as indicated in the investment Summary. "Developer”means a third party who owns the intellectual property rights to Third Party Software "Documentation"means any online or written documentation related to the use or functionality ofthe 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 33215 Services identified in the Investment Summary. ”5335 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,ortraining,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 thethird party hardware,if any]identified in the Investment Summary. “Third Party Products”means the Third Party Software and Third Party Hardware. ”Third Party 5335 Services"means software as a service provided by a third party,if any, identified in the Investment Summary. "Third Party Services"means the third party services,if any,identified in the Investment Summary. "Third Party Software"means the third party software.if any,identified in the Investment Summary, "Third Party Terms"means,if any,the end user license agreement(s)or similar terms for the Third Party Products or other parties’products or services,as applicable,and attached or tx'ert indicated at Exhibit D. -"Tyler"means TylerTechnologies,Inc.,a Delaware corporation. 0 ”Tyler Software"means our proprietary software,including any integrations,custommodifications,and/or other related interfaces identified in the Investment Summary andlicensedbyustoyouthroughthisAgreement 0 ”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 SaaSServicessolelyforyourinternalbusinesspurposesforthenumberofDefinedUsersonly.The TylerSoftwarewillbemadeavailabletoyouaccordingtothetermsoftheSLA.You acknowledge that wehavenodeliveryobligationsandwewillnotshipcopiesoftheTylerSoftwareaspartoftheSaaSServices.You may use the SaaS Services to access updates and enhancements to the Tyler Software,as further described in Section C(9)i The foregoing notwithstanding,to the extent we have sold youperpetuallicensesforTylerSoftware,if and listed in the Investment Summary,for which you arereceivingSaaSServices,your rights to use such Tyler Software are perpetual,subject to the termsandconditionsofthisAgreementincluding,without limitation,Section 8(4).We will make any suchsoftwareavailabletoyoufordownload. 2.SaaS Fees.You agree to pay us the License Fees and SaaS Fees.Those amounts are payable inaccordancewithourInvoicingandPaymentPolicy.The SaaS Fees are based on the number ofDefinedUsersandamountofDataStorageCapacity.You may add additional users or additionaldatastoragecapacityonthetermssetforthinSectionH(1)t In the event you regularly and/ormeaningfullyexceedtheDefinedUsersorDataStorageCapacity,we reserve the right to charge youadditionalfeescommensuratewiththeoverage(s). 3.Ownershig. 31 We retain all ownership and intellectual property rights to the SaaS Services,the Tyler Software,and anything developed by us underthis Agreement You do not acquire under this AgreementanylicensetousetheTylerSoftwareinexcessofthescopeand/or duration ofthe SaaS Services. 3.2 The Documentation is licensed to you and may be used and copied by your employees forinternal,non-commercial reference purposes only. 3.3 You retain all ownership and intellectual property rights to the Data.You expressly recognizethatexcepttotheextentnecessarytocarryoutourobligationscontainedinthisAgreement,wedonotcreateorendorseanyDatausedinconnectionwiththeSaaSServices 4.Restrictions.You may not:(a)make the Tyler Software or Documentation resulting from the SaaSServicesavailableinanymannertoanythirdpartyforuseinthethirdparty’s business operations;(b)modify,make derivative works of,disassemble,reverse compile,or reverse engineer any part oftheSaaSServices;(c)access or use the SaaS Services in orderto build or support,and/or assist athirdpartyinbuildingorsupporting,products or services competitive to us;or (d)license,sell,rent,lease,transfer,assign,distribute]display,host,outsource,disclose,permit timesharing 0r sewicebureauuse,or otherwise commercially exploit or make the SaaS Services]Tyler Software,or ?-txlsri Documentation available to any third party otherthan as expressly permitted by this Agreement. 5‘Software Warranty.We warrant that the Tyler Software will perform without Defects during thetermofthisAgreement.lfthe Tyler Software does not perform as warranted,we will use allreasonableefforts,consistent with industry standards]to cure the Defect in accordance with themaintenanceandsupportprocesssetforthinSectionC(9),below,the SLA and our then currentSupportCallProcess 6‘SaaS Services. 6‘1 62 6.3 64 65 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement onStandardsforAttestationEngagements("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 SaaSServices.The scope of audit Coverage varies for some Tyler Software solutions,Upon executionofamutuallyagreeableNon-Disclosure Agreement (”NDA"),we will provide you with asummaryofourcompliancereport(s)or its equivalent.Every year thereafter,for so long as theNDAisineffectandinwhichyoumakeawrittenrequest,we will provide that sameinformationifourSaaSServicesareprovidedusingathird-party data center,we will provideavailablecompliancereportsforthatdatacenter. You will be hosted on shared hardware in 3 Tyler data center or in a third-party data center.ineitherevent,databases containing your Data will be dedicated to you and inaccessible to ourothercustomers Our Tyler data Centers have fully—redundant telecommunications access,electrical power,andtherequiredhardwaretoprovideaccesstotheTylerSoftwareintheeventofadisasterorcomponentfailureIntheeventofadatacenterfailure,we reserve the right to employ ourdisasterrecoveryplanforresumptionofthe5335Services.in that event,we commit to aRecoveryPointObjective("RPO")of 1 hour and a Recovery Time Objective (“RTO”)of 24 hours.RPO represents the maximum duration oftime between the most recent recoverable copy ofyourhostedDataandsubsequentdatacenterfailure.RTO represents the maximum duration oftimefollowingdatacenterfailurewithinwhichyouraccesstotheTylerSoftwaremustberestored, We conduct annual penetration testing of either the production network and/or webapplicationtobeperformed.We will maintain industry standard intrusion detection andpreventionsystemstomonitormaliciousactivityinthenetworkandtologandblockany suchactivity‘We will provide you with a written or electronic record ofthe actions taken by us in theeventthatanyunauthorizedaccesstoyourdatabase(s)is detected as a result of our securityprotocolsWewillundertakeanadditionalsecurityaudit,on terms and timing to be mutuallyagreedtobytheparties,at your written request.You may not attempt to bypass or subvertsecurityrestrictionsintheSaaSServicesorenvironmentsrelatedtotheTylerSoftware.Unauthorized attempts to access files,passwords or other confidential information,andunauthorizedvulnerabilityandpenetrationtestscanningofournetworkandsystems(hosted orotherwise)is prohibited without the prior written approval of our IT Security Officerv 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 “=5-txter. and execute such a test on a mutually agreeable schedule.At your written request,we willprovidetestresultstoyouwithinacommerciallyreasonabletimeframeafterreceiptoftherequest. 66 We will be responsible for importing back~up and verifying that you can log«in.You will beresponsibleforrunningreportsandtestingcriticalprocessestoverifythereturnedData, 6.7 We provide secure Data transmission paths between each of your workstations and our sewers. 6.8 Tyler data centers are accessible only by authorized personnel with a unique key entry.All othervisitorstoTylerdatacentersmustbesignedinandaccompaniedbyauthorizedpersonnel.Entry attempts to the data center are regularly audited by internal staff and external auditors toensurenounauthorizedaccess. 69 Where applicable with respect to our applications that take or process card payment data,weareresponsibleforthesecurityofcardholderdatathatwepossess,including functions relatingtostoring,processing,and transmitting of the cardholder data and affirm that,as of theEffectiveDate,we comply with applicable requirements to be considered PCI DSS compliant andhaveperformedthenecessarystepstovalidatecompliancewiththePCIDSS.We agree tosupplythecurrentstatusofourPCIDSScomplianceprogramintheformofanofficialAttestationofCompliance,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 noticerequirements. SECTION C —PROFESSIONAL SERVICES 1.Professional Services‘We will provide you the various implementation-related services itemized intheInvestmentSummary,and described in the Statement of Work, 2.Professional Services Fees.You agree to pay us the professional services fees in the amounts setforthintheInvestmentSummary.Those amounts are payable in accordance with our Invoicing andPaymentPolicy‘You acknowledge that the fees stated in the investment Summary are good<faithestimatesoftheamountoftimeandmaterialsrequiredforyourimplementation.We will bill youtheactualfeesincurredbasedonthein-scope services provided to you‘Any discrepancies in thetotalvaluessetforthintheInvestmentSummarywillberesolvedbymultiplyingtheapplicablehourlyratebythequotedhours. 3.Additional Services.The Investment Summary contains,and the Statement of Work describes,thescopeofservicesandrelatedcosts(including programming and/or interface estimates)required fortheprojectbasedonourunderstandingofthespecificationsyousupplied.If additional work isrequired,or if you use or request additional services,we will provide you with an addendum orchangeorder,as applicable,outlining the costs forthe additional work.The price quotes in theaddendumorchangeorderwillbevalidforthirty(30)days from the date ofthe quote. 4.Cancellation.[f travel is required,we will make all reasonable efforts to schedule travel for ourpersonnel,including arranging travel reservations,at least two (2)weeks in advance ofcommitments.Therefore,if you cancel services less than two (2)weeks in advance (otherthan forForceMajeureorbreachbyus),you will be liable for all (a)non—refundable expenses incurred by us trier on your behalf,and (h)daily fees associated with cancelled professional services if we are unable toreassignourpersonnel.We will make all reasonable efforts to reassign personnel in the event youcancelwithintwo(2)weeks of scheduled commitments. 5,Services Warranty.We will perform the services in a professional,workmanlike manner,consistentwithindustrystandards.In the event we provide services that do not conform to this warranty,wewillre-perform such services at no additional cost to you. 6.Site Access and Reguirements.At no cost to us,you agree to provide us with full and free access toyourpersonnel,facilities,and equipment as may be reasonably necessary for us to provideimplementationservices,subject to any reasonable security protocols or other written policiesprovidedtousasoftheEffectiveDate,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 undergonecriminalbackgroundcheckspriortohire.All employees sign our confidentiality agreement andsecuritypolicies, 8.Client Assistance.You acknowledge that the implementation of the Tyler Software is a cooperativeprocessrequiringthetimeandresourcesofyourpersonnel,You agree to use all reasonable effortstocooperatewithandassistusasmaybereasonablyrequiredtomeettheagreeduponprojectdeadlinesandothermilestonesforimplementation.This cooperation includes at least working withustoscheduletheimplementation-related services outlined in this Agreement,We will not beliableforfailuretomeetanydeadlinesandmilestoneswhensuchfailureisduetoForceMajeure ortothefailurebyyourpersonneltoprovidesuchcooperationandassistance(either through actionoromission). 9,Maintenance and Sugpor‘t,For so long as you timely pay your SaaS Fees according to the InvoicingandPaymentPolicy,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 workmanlikemanner,consistent with industry standards,to resolve Defects in the Tyler Software (subject toanyapplicablereleaselifecyclepolicy); 9.2 provide support during our established support hours; 93 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and ThirdPartySoftware,if any,in orderto 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 amaintenanceandsupportagreementineffect;and 9.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance withanyapplicablereleaselifecyclepolicy. We will use all reasonable efforts to perform support services remotely.Currently,we use a third-partysecureunattendedconnectivitytoolcalledBomgar,as well as GotoAssist by Citrix Therefore,you agree tylerk to maintain a high-speed internet connection capable of connecting us to your PCs and serverls).Youagreetoprovideuswithaloginaccountandlocaladministrativeprivilegesaswemayreasonably require to perform remote services.We will,at our option,use the secure connection to assist with proper diagnosis and resolution,subject to any reasonably applicable security protocols.If we cannot resolve a support issue remotely,we may be required to provide onsite services.In such event,we will be responsible for our travel expenses,unless it is determined that the reason onsite support was required was a reason outside our control.Either way,you agree to provide us with full and free access to the Tyler Software,working space,adequate facilities within a reasonable distance from the equipment,and use of machines,attachments,features,or other equipment reasonably necessary for us to provide the maintenance and support services,all at no charge to us,We strongly recommend that you also maintain your VPN for backup connectivity purposes, For the avoidance of doubt,SaaS Fees do not include the following services:(a)onsite support (unlessTylercannotremotelycorrectaDefectintheTylerSoftware,as set fonh 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,except in the circumstance of data service failure and disaster recoveryplaninconformitywithSectionB(6.3).Requested services such as those outlined in this section will be billed to you on a time and materials basis at ourthen current rates,You must request those serviceswithatleastone(1)weeks'advance notice. SECTION D —TH|RD PARTY PRODUCTS 1‘Third Party Hardware.We will sell,deliver,and install onsite the Third Party Hardware,if you have purchased any,forthe 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 ofthe 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. 31 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. 33 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 inaccordancewithourInvoicingandPaymentPolicy. SECTION E -INVOICING AND PAYMENT;INVOICE DISPUTES 1‘ 2‘ 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(Z)‘ Invoice Disgutes.If you believe any delivered software or service does not conform to the warranties in this Agreement,you will provide us with written notice within thirty (30)days of your receipt ofthe 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‘ Vou 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 ofthe 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 Term.The initial term of this Agreement is three (3)years,commencing on the first day of the first month following the Effective Date,unless earlier terminated as set forth below.Upon expiration of the initial term,this Agreement will renew automatically for additional one (1)year renewal terms at our then-current SaaS Fees unless terminated in writing by either party at least sixty (60)days prior to the end of the then~current renewal term.Your right to access or use the Tyler Software and the 5335 Services will terminate at the end of this Agreement Termination,This Agreement may be terminated as set forth below In the event oftermination, 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 yourtermination 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 yourtimely payment of 53:35 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 ofthis Agreement within the thirty (30)day window set forth in Section H(3). 2.3 Force Ma'eure,Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the 5335 Services for a period of forty—five (45)days or more. 5:05"tyl e r 24 Lack of Aggrogriations.If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services,you may unilaterally terminate this Agreement upon thirty (30)days written notice to us.You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees.You agree not to use termination for lack of appropriations as a substitute for termination for convenience. SECTION G —INDEMNIFICATION,LIMITATION OF LIABILITY AND lNSURANCE 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 6(1)will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction ofthis Agreement, including with non—Iicensed 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 forthird 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 PCl—DSS requirements or a law applicable to our performance under this Agreement.You must notify us promptly in writing ofthe 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, ‘53 tylsi. 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 ofthe claim and will give you sole control over its defense or settlement.We agree to provide you with reasonable assistance,cooperation,and information in defending the claim at your expense, 3.DISCLAIMER.EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS,WHETHER EXPRESS,IMPLIED,OR STATUTORY,INCLUDING,BUT NOT LIMITED TO,ANY lMPLIED WARRANTIES,DUTIES,OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE T0 USER ERROR. 4.LIMITATION OF LIABILITY.EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT,WHETHER BASED ON A THEORY OF CONTRACT OR TORT,INCLUDING NEGLIGENCE AND STRICT LIABILITY,SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES,NOT TO EXCEED (A)DURING THE INITIAL TERM,AS SET FORTH IN SECTION F(l),TWO (2)TIMES THE TOTAL FEES PAID AS OF THE TIME OF THE CLAIM;OR (B) DURING ANY RENEWAL TERM,TWO (2)TIMES 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 6(2). 5.EXCLUSION OF CERTAIN DAMAGES.TO THE MAXIMUM EXTENT PERMI'ITED 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‘THE FOREGOING LIMITATION OF LlABlLTY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1)AND 6(2). 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.Where allowable by law,our Workers Compensation policy will include a waiver of subrogation on claims that arise out of or relate to the contract and are between us and you,except to the extent the damage or injury is caused by you.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 Summaryfor twelve (12)months from the Effective Date by executing a 10 2. 3. 8. 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 ourthen-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 Optional Items.Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12)months from the Effective Dates Dispute Resolution.You agree to provide us with written notice within thirty (30)days of becoming aware of a dispute.You agree to cooperate with us in trying to reasonably resolve all disputes, including,if requested by either party,appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative.Senior representatives will convene within thirty (30)days of the written dispute notice,unless otherwise agreed‘All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule If we fail to resolve the dispute,then the parties shall participate in non—binding mediation in an effort to resolve the dispute.if the dispute remains unresolved after mediation,then either of us may assert our respective rights and remedies in a court of competentjurisdictionv Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 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. 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 particularjob or position,height, weight,marital status,or political affiliations We will post,where appropriate,all notices related to nondiscrimination as may be required by applicable law. E-Verify.We have complied,and will comply,with the E-Verify procedures administered by the use Citizenship and Immigration Services Verification Division for all of our employees assigned to your project, Subcontractors.We will not subcontract any services under this Agreement without your prior written consent,not to be unreasonably withheld.Subcontractors shall comply with the Nondiscrimination provision set out in H(5). 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 ‘53“-tYlEE 11 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 Ma‘eure.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.“Business days"are defined as the weekdays of Monday through Thursday and do not include Fridays,Saturdays,Sundays,City Holidays,or City Furlough,which are days when the City administration offices and City Hall are closed. 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 ofthird 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 ofthis Agreement,nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter, 14.lndegendent 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 -:'5-.tyleg 12 promotional materials. 17.Confidentiality.Both parties recognize that their respective employees and agents,in the course ofperformanceofthisAgreement,may be exposed to confidential information and that disclosure ofsuchinformationcouldviolaterightstoprivateindividualsandentities,including the parties.Confidential information is nonpublic information that a reasonable person would believe to beconfidentialandincludes,without limitation,personal identifying information (e.g.,social securitynumbers)and trade secrets,each as defined by applicable state law.Each party agrees that it willnotdiscloseanyconfidentialinformationoftheotherpartyandfurtheragreestotakeallreasonableandappropriateactiontopreventsuchdisclosurebyitsemployeesoragents.The confidentiality covenants contained herein will survive the termination or cancellation ofthis Agreement.Thisobligationofconfidentialitywillnotapplytoinformationthat: (a)is in the public domain,either at the time of disclosure or afterwards,except by breach ofthisAgreementbyapartyoritsemployeesoragents; (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 ofa legitimate disclosure request underthe open records laws or similarapplicablepublicdisclosurelawsgoverningthisAgreement;provided,however,that in theeventyoureceiveanopenrecordsorothersimilarapplicablerequest,you will give uspromptnoticeandotherwiseperformthefunctionsrequiredbyapplicablelaw. 18.Quarantining of Client Data.Some services provided by Tyler require us to be in possession of your 19. 20. 21. Data.In the event we detect malware or other conditions associated with your Data that arereasonablysuspectedofputtingTylerresourcesorotherTylerclients’data at risk,we reserve theabsoluterighttomoveyourDatafromitslocationwithinamulti<tenancy Tyler hosted environmenttoanisolated"quarantined"environment without advance notice.Your Data will remain in suchquarantineforaperiodofatleastsix(6)months during which time we will review the Data,and alltrafficassociatedwiththeData,for signs of malware or other similar issues.If no issues aredetectedthroughsuchreviewsduringthesix(6)month period of quarantine,we will coordinate with you the restoration ofyour Data to a non-quarantined environment.in the event your Datamustremaininquarantinebeyondthissix(6)month period through no fault of Tyler’s,we reservetherighttorequirepaymentofadditionalfeesfortheextendeddurationofquarantine.We willprovideanestimateofwhatthosecostswillbeuponyourrequest. Business License.In the event a local business license is required for us to perform services hereunder,you will promptly notify us.In response,we will acquire the necessary paperwork andtimelyobtainsuchlicense.You agree to reasonably work with us if we ask for assistance in acquiring any necessary paperwork and/or contact information. Governing Law,This Agreement will be governed by and construed in accordance with the laws ofyourstateofdomicile,without regard to its rules on conflicts of law. 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 trier. ‘l 3 party to this Agreement: 22.Coerrative 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.Data 8t Insights Solution Terms.Your use of certain Tyier solutions includes Tyler’s Data 8:insights data platform.Your rights,and the rights of any of your end users,to use Tyler's Data 8t insights data platform is subject to the Data &Insights SaaS Services Terms of Service,available at .wwwtt Iertech.com terms data-insi hts-saas-services-terms-of—service.By signing a Tyler Agreement or Order Form,or accessing,installing,or using any of the Tyier solutions listed at the linked terms,you certify that you have reviewed,understand,and agree to said terms. 24.Contract Documents.This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Schedule 1:Business Travel Policy Exhibit C Service Level Agreement Schedule 1:5upportCali Process Exhibit 0 Third Party Terms Schedule 1:Hyperiinked Terms Schedule 2:DocOrigin Terms Exhibit E Statement of Work [SIGNATURE PAGE FOLLOWS;REMAINDER OF PAGE INTENTIONALLV BLANK] -:2:.tyleg 14 RESOLUTION NO.2022 -163 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, CALIFORNIA,AUTHORIZING THE CITY TO UTILIZE COOPERATIVE PURCHASING ESTABLISHED THROUGH SOURCEWELL CONTRACT 090320-TTI,CONSISTENT WITH MUNICIPAL CODE SECTION 2.60.260,TO PURCHASE TYLER TECHNOLOGIES’MUNIS HOSTED ERP SYSTEM,AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND TYLER TECHNOLOGIES,INC.FOR SAID SYSTEM TO REPLACE THE CURRENT OUTDATED ENTERPRISE RESOURCE PLANNING SOFTWARE SYSTEM FOR A ONE-TIME COST NOT TO EXCEED $361,498 AND REOCCURRING ANNUAL LICENSE,MAINTENANCE,AND SUPPORT COSTS OF $125,172 WHEREAS,an Enterprise Resource Planning (“ERP")system is a technologytool that organizations use to manage day-to-day administrative activities,such as accounting,procurement,budgeting,cashiering,payroll,financial reporting,and human resources;and WHEREAS,since September 1998,the City of National City (“City")has been using Eden,a Tyler Technologies product,as our ERP system that is almost 25 years old,outdated,limited in capacity,and scheduled to be sunset by Tyler Technologies within a few years;and WHEREAS,the version of Eden the City is currently using was released in 2002; and WHEREAS,the purchase and implementation of a new ERP system wiii reduce manual data entry,streamline workfiow,integrate multiple software products into a single system,and reduce the City’s reliance on paper;and WHEREAS,the City’s goal is to take advantage of a modern ERP system that is designed around best practices,allowing the City to streamline and improve processes that result in timely,accurate,and easy-to-access information.More specifically,the new ERP system should meet the following objectives: .Consolidate information,link processes and functions,and eliminate separate departmental systems/spreadsheets/access databases in favor of a single system that connects the City’s financial and non-financial applications through a common database; .Streamline business processes to take advantage of best practices through automation,integration,and workflows; .Provide a user—friendly and intuitive user interface to promote system use and productivity; 0 Eliminate or reduce redundant data entry; Resolution No.2022 —163 Page Two .Eliminate or reduce the need for manual input when preparing various financial documents,including the annual budget and preparation of the Comprehensive Annual Financial Report; -Improve and/or provide necessary reports and reporting capabilities and access to data through inquiry or drill down capabilities; .Provide interface capabilities with third—party systems;and WHEREAS,from a cost perspective,to honor the City‘s almost 25-year strong relationship,Tyler Technologies is honoring the costs the City has already paid to them for our Eden modules as a full credit forthe licensing costs of similar Munis modules.This represents a savings of $21 7,079 and drops the total price of a Tyler Munis ERP purchase and implementation below that of their competitors;and WHEREAS,Section 2.60.260 of the City of National City Municipal Code provides that the City may buy directly from a vendor at a price established through competitive bidding by another public agency whose procedures have been determined to be in substantial compliance with the City‘s procurement procedures,and such a determination has been made in this case;therefore,it is recommended that the purchase be made without complying with the competitive bidding procedure set forth in the Municipal Code;and WHEREAS,the City of National City’s Finance Department staff has confirmed that Sourcewell,contract #090320-TTI,was competitively bid through a Request for Proposals (“RFP”)process,and that the State of California Department of General Services procurement procedures are in substantial compliance with those of the City of National City;and WHEREAS,City staff recommends City Council waive the bid process to purchase a Tyler Technologies‘Munis Hosted ERP System as part of a needed technology upgrade for the City of National City;and WHEREAS,City staff also recommends City Council to authorize the Mayor to execute the Agreement between the City of National City and Tyler Technologies,Inc.for said system to replace the current outdated enterprise resource planning software system for a one—time cost not to exceed $361,498 and reoccurring annual license,maintenance, and support costs of $125,172. NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, CALIFORNIA,DOES RESOLVE,DECLARE,DETERMINE,AND ORDER AS FOLLOWS: Resolution No.2022 —163 Page Three Section 1:Authorizes the City of National City to utilize cooperative purchasing established through Sourcewell contract 090320—TTI,consistent with municipal code section 2.60.260 for cooperative purchasing,to purchase Tyler Technologies’Munis Hosted ERP System. Section 2:Authorizes the Mayor to execute the Agreement between the City of National City and Tyler Technologies,Inc.for said system to replace the current outdated enterprise resource planning software system for a one-time cost not to exceed $361,498 and reoccurring annual license,maintenance,and support costs of $125,172. Section 3:That the City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions. PASSED AND ADOPTED this 18th day of O tober 20 Alejandra oelo-olis,ayor ATTEST: Luz Moéaa,City Clerkt’” APPROVED AS TO FORM: Barry J.Sghuglnterim City torney Passed and adopted by the City Council of the City of National City,California,onOctober18,2022 by the following vote,to-wit: Ayes:Sotelo-Solis,Bush,Morrison,Rios,Rodriguez Nays:None. Absent:None. Abstain:None. AUTHENTICATED BY:ALEJANDRA SOTELO-SOLIS Mayor of the City of National City,California Luz Molina City Clerk of the City of National City,California BY:4%WW PW Shelley Cfipel,MMC,Deputy City Clerk Passed and adopted by the City Council ofthe City of National City,California,on October 18,2022 by the following vote,to—wit: Ayes:Sotelo—Solis,Bush,Morrison,Rios,Rodriguez Nays:None. Absent:None. Abstain:None. AUTHENTICATED BY:ALEJANDRA SOTELO-SOLIS Mayor of the City of Naflonal City,California Luz Molina City Clerk of the City of National City,California f"VShelleyCWMC,Deputy City Clerk