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Tyler Technologies ~ C210029 CITY OF TIGARD-CONTRACT SUMMARY FORM Contract Overview Contract/Amendment Number: C210029 Amd 2 Contract Start Date: 9/28/2020 Contract End Date: 8 23 23 Contract Title: 2021 Tyler Technologies Public Section Software Solution Contractor Name: Tyler Technologies Contract Manager: Mike Nolop Department: FIS Contract Costs Original Contract Amount: $6,400,000.00 Total All Previous Amendments: 0 Total of this Amendment: $101,500.00 Total Contract Amount: $6,400,000.00 Procurement Authority Contract Type: Information Technology Vendor Agreement Procurement Type: PCR 10.075 Contract Amendments Solicitation Number: LCRB Date: Account String: Fund-Division-Account Work Order—Activit):1=e Amount FY N/A FY FY FY FY Contracts & Purchasing Approval Purchasing Signature: N�k*m Comments: Because the contract value of$6.4M included contingency, this does not increase the overall contract dollar amount. • ••::•. t Y ler . ® • technologies AMENDMENT 2 to Contract#C210029 This amendment ("Amendment") is effective as of the date of signature of the last party to sign as indicated below ("Amendment Effective Date"), by and between Tyler Technologies, Inc.with offices at One Tyler Drive, Yarmouth, Maine 04096 ("Tyler") and the City of Tigard, Oregon with offices at 13125 SW Hall Blvd, Ste A,Tigard, Oregon 97223 ("Client"). WHEREAS,Tyler and Client are parties to a software as a service agreement dated September 28, 2020 ("Agreement"), as amended; and WHEREAS,Tyler and Client desire to amend the terms of the Agreement as provided herein. NOW THEREFORE, in consideration of the mutual promises hereinafter contained,Tyler and the Client agree as follows: 1. The Tyler Engagement Project Management Services shall be provided from March 2020 through August 2023.Twenty-nine (29) months of Tyler Engagement Project Management Services at a price of$175/hour(five (5) hours per week or twenty(20) hours per month)for a total of five hundred eighty (580) hours per Tyler Quote#2021-123761 (attached to this Amendment). 2. The addition of Tyler Engagement Project Management Services Quote#2021-123761 is included as Exhibit A, Schedule 5 to the Agreement. 3. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement. 4. Except as expressly indicated in this Amendment, all other terms and conditions of Agreement shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have executed this Amendment as of the dates set forth below. Tyler Technologies, Inc. City of Tigard, Oregon By: ��E�y2�Pi By: t� Name: Sherry Clark Name: Steve Rymer Title: Sr. Corporate Attorney Title: City Manager Date: 03/15/2021 Date: 03/17/2021 • tyler 1 • Exhibit A, Schedule 5 • ••::•. tyler • technologies Exhibit A, Schedule 5 Investment Summary The following Investment Summary details the optional software and services to be delivered by Tyler to Client 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK • t y I e r 2 • •• Quoted By: Kyle M. Johnson • 10 • Date: 2/23/2021 V . tyler • Quote Expiration: 8/22/2021 • technologies Quote Name: City of Tigard-ERP-Munis (Addl' PM Services) Quote Number: 2021-123761 Quote Description: Tigard -Tyler Engagement Project Management Services 022321 Sales Quotation For City of Tigard 13125 SW Hall Blvd Ste A Tigard , OR 97223-8167 Phone: +1 (503) 718-2406 Other Services Description Quantity Unit Price Extended Price Maintenance Tyler Engagement Project Management Services 580 $175 $101,500 $0 TOTAL: $101,500 $0 Summary One Time Fees Recurring Fees Total Tyler Software $0.00 $0.00 Total Tyler Annual $0.00 Total Tyler Services $101,500.00 $0.00 Total Third Party Hardware, Software and Services $0.00 $0.00 Summary Total $101,500.00 $0.00 Contract Total (Excluding Estimated Travel) $101,500.00 Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held for six (6) months from the Quote date or the Effective Date of the contract, whichever is later. Client Approval: Q� J� Date: 03/17/2021 `" L t. Steve Rymer Print Name: P.O.#: 2021-123761 -Tigard-Tyler Engagement Project Management Services 022321 CONFIDENTIAL 1 of 4 Comments Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement("Agreement")between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms: • License fees for Tyler and third party software are invoiced upon the earlier of(i) deliver of the license key or(ii) when Tyler makes such software available for download by the Client; • Fees for hardware are invoiced upon delivery; • Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client(for Maintenance) or on the first day of the month following the date this quotation was signed(for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement. • Fees for services included in this sales quotation shall be invoiced as indicated below. • Implementation and other professional services fees shall be invoiced as delivered. • Fixed-fee Business Process Consulting services shall be invoiced 50%upon delivery of the Best Practice Recommendations, by module, and 50%upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50%upon initial delivery of the converted data, by conversion option, and 50%upon Client acceptance to load the converted data into Live/Production environment,by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. • Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided,payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. • If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. • Notwithstanding anything to the contrary stated above,the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. • Expenses associated with onsite services are invoiced as incurred. Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the size and scope of your project. The actual amount of services depends on such factors as your level of involvement in the project and the speed of knowledge transfer. Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy. 2021-123761 -Tigard-Tyler Engagement Project Management Services 022321 CONFIDENTIAL 3 of 4 Comments Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely, but can be done onsite upon request at an additional cost. In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for(i) all non-refundable expenses incurred by Tyler on Client's behalf, and(ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel. Implementation hours are scheduled and delivered in four(4) or eight(8)hour increments. Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users. Tyler's pricing is based on the scope of proposed products and services being obtained from Tyler. Should portions of the scope of products or services be removed by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly. Development modifications, interfaces and services, where applicable, shall be invoiced to the client in the following manner: 50% of total upon authorized signature to proceed on program specifications and the remaining 50% of total upon delivery of modifications, interface and services. Tyler Disaster Recovery Services is calculated at 25% of annual maintenance. The quoted value is in addition to your current Disaster Services and will be subject to an annual increase at our then current pricing. Tyler System Management Services is calculated at 25% of annual maintenance. The quoted value is in addition to your current Tyler System Management Services and will be subject to an annual increase at our then current pricing. 2021-123761 -Tigard-Tyler Engagement Project Management Services 022321 CONFIDENTIAL 4 of 4 CITY OF TIGARD,OREGON-CONTRACT SUMMARY FORM THIS FORMMUSTACCOMPANYEVERY CONTRAC7) Contract Title: 2021 Tyler Technologies Public Sector Software Solution and Technology Services Contract Number: C210029 Contractor: Tyler Technologies Contract Total: 6.4M Contract Overview: Total Tyler Citywide Project—The unified system will allow for informed date for reporting and new initiatives, combine systems and reduce integration issues,better data duality and consistency across enterprise systems,provide for cross- departmental workload efficiencies, modernize the city's enterprise system,utilize LEAN/process efficiency improvements,implement solutions that help with performance audit recommendations. Initial Risk Level: ❑ Extreme ® High ❑ Moderate ❑ Low Risk Reduction Steps: Insurance and Payment Terms for early termination or lack of system performance. Risk Comments: Risk Signature: Contract Manager: Mike Nolop Ext: 2757 Department: IT Type: ❑ Personal Svc ❑ Professional Svc ❑ Public Imp ❑ General Svc ❑ Coop Purchase ® Other: SaaS Start Date: 10/1/20 End Date: 7/1/30 Quotes/Bids/Proposal: FIRM AMOUNT/SCORE Sourcewell Cooperative Contract N/A Account String: Fund-Division-Account Work Order—Activit3:Ty12e Amount FY 2021 600-2300-54001 $167,000 FY 2022 FY 2023 FY 2024 FY 2025 Approvals - LCRB Date: 9/22/20 Department Comments: None Department Signature: Mike Wotop Purchasing Comments: Purchasing Signature: - City Manager Comments: City Manager Signature: Assistant City Manager Contract# C210029 • •••®•• tyler • technologies SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler's proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; WHEREAS, Client is a member of Sourcewell (formerly known as National Joint Powers Alliance) ("Sourcewell") under member number 133253; and WHEREAS,Tyler participated in the competitive bid process in response to Sourcewell RFP#110515 by submitting a proposal, on which Sourcewell awarded Tyler a Sourcewell contract, numbered 110515-TTI (hereinafter,the "Sourcewell Contract"); and WHEREAS, documentation of the Sourcewell competitive bid process, as well as Tyler's contract with and pricing information for Sourcewell is available at https://sourcewell-mn.gov/cooperative- purchasing/; and WHEREAS, Client desires to purchase off the Sourcewell Contract to procure Munis, EnerGov, Document Management, Enterprise Asset Management, Court, 311, Socrata, Meeting Manager, and other optional SAAS services from Quote#2019-72575-TBD 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 Services Agreement. • "Business Travel Policy" means our business travel policy. A copy of Tyler's current Business Travel Policy is attached as Schedule 1 to Exhibit B. • "Client" means City of Tigard. • "Data" means Client's data necessary to utilize the Tyler Software. • "Data Storage Capacity" means the contracted amount of storage capacity for Client's Data identified in the Investment Summary. • "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in Tyler's written proposal to Client, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in Tyler's then-current Documentation. • "Defined Users" means the number of users that are authorized to use the SaaS Services. The •� tyler 1 • Defined Users forth e Agreement areas identified 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 Tyler provides or otherwise make available to Client, including instructions, user guides, manuals and other training or self-help documentation. • "Effective Date" means the date by which both Client's and Tyler's authorized representatives have signed the Agreement. • "Force Majeure" means an event beyond the reasonable control of the parties, 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 the parties. • "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 Tyler's current Invoicing and Payment Policy is attached as Exhibit B. • "Parties" means Tyler and Client, collectively. • "SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary. • "SaaS Services" means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours,or training, consulting or other professional services. • "SLA" means the service level agreement. A copy of Tyler's current SLA is attached hereto as Exhibit C. • "Statement of Work" means the industry standard implementation plan describing how Tyler's professional services will be provided to implement the Tyler Software, and outlining Client's and Tyler's roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit G. • "Support Call Process" means the support call process applicable to all of Tyler's customers who have licensed the Tyler Software. A copy of the current Support Call Process is attached as Schedule 1 to Exhibit C. • "Third Party Hardware" means the third party hardware, if any, identified in the Investment Summary. • "Third Party Products" means the Third Party Software and Third Party Hardware. • "Third Party Services" means the third party services, if any, identified in the Investment Summary. • "Third Party Software" means the third party software, if any, identified in the Investment Summary. • "Third Party Terms" means, if any,the end user license agreement(s) or similar terms for the Third Party Software, as applicable. • "Tyler" means Tyler Technologies, Inc., a Delaware corporation. • "Tyler Software" means Tyler's proprietary software, including any integrations, embedded software, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by Tyler to Client through this Agreement. •..; tyler 2 SECTION B—SAAS SERVICES 1. Rights Granted. Tyler grants to Client the non-exclusive, non-assignable limited right to use the SaaS Services solely for Client's internal business purposes for the number of Defined Users only. The Tyler Software will be made available to Client according to the terms of the SLA. Client acknowledges that Tyler has no delivery obligations and will not ship copies of the Tyler Software as part of the SaaS Services. Client may use the SaaS Services to access updates and enhancements to the Tyler Software, as further described in Section C(9). The foregoing notwithstanding,to the extent Tyler has sold Client perpetual licenses for Tyler Software, if listed in the Investment Summary,for which Client is receiving SaaS Services, Client's rights to use such Tyler Software are perpetual, subject to the terms and conditions of this Agreement including, without limitation, Section B(4). Tyler will make any such software available to Client for download. 2. SaaS Fees. Client agrees to pay Tyler the SaaS Fees. Those amounts are payable in accordance with Tyler's Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount of Data Storage Capacity. Client may add additional users or additional data storage capacity on the terms set forth in Section H(1). In the event Client regularly and/or meaningfully exceeds the Defined Users or Data Storage Capacity,Tyler reserves the right to charge Client additional fees commensurate with the overage(s). Client will not be charged without first receiving notice of Tyler's intent to do so and a reasonable opportunity to address the user or storage overages so that an additional fee is not required. 3. Ownership. 3.1 Tyler retains all ownership and intellectual property rights to the SaaS Services,the Tyler Software, and anything developed by Tyler under this Agreement. Client does not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services. 3.2 The Documentation is licensed to Client and may be used and copied by Client's employees and agents for internal, non-commercial reference purposes only. 3.3 Client retains all ownership and intellectual property rights to the Data. Client expressly recognizes that except to the extent necessary to carry out Tyler's obligations contained in this Agreement, Tyler does not create or endorse any Data used in connection with the SaaS Services. 4. Restrictions. Client 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 Tyler; or(d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services,Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement. 5. Software Warranty. Tyler warrants that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted,Tyler will use all reasonable efforts, consistent with industry standards,to cure the Defect in accordance with the •� tyler 3 maintenance and support process set forth in Section C(9), below,the SLA and Tyler's then current Support Call Process. 6. Functional Performance Warranty. Functional performance of the hosted environment will be measured with the maximum number of concurrent licenses used simultaneously as indicated in Exhibit A or in any subsequent mutually agreed upon change orders, configured per the recommendations provided by Tyler. Client will test the hosting environment to ensure processing in accord with the requirements below. In the event that Client notifies Tyler that testing demonstrates processing not in accord with the requirements as stated herein,Tyler will optimize the hosted environment to provide such processing.These processing requirements apply to all standard transactions such as data retrieval, data entry and navigating through forms in the Tyler Software for the Tyler Software licensed to the Client as of the Effective Date. Under the test conditions set forth above, and in actual use during the Term of this Agreement,the Tyler Software must be capable of performing as follows: • Query lookup- a maximum of three (3) second average response time for the inquiries listed below, excluding batch processing, report jobs. Such common inquiries shall include, but not be limited to, performing any table or file lookup and displaying the results of the lookup from any input screen in the Software. • Munis o GL Account Inquiry: valid Org Object code o Vendor Inquiry:valid vendor o PO Inquiry:valid Purchase Order# o Employee Inquiry:valid employee o Manage Permits:valid permit# o Asset Inquiry: valid asset# • Incode Court Case Management o Case or citation search:valid case/citation# • Field to field prompting within a single screen-average one (1) second. In the event that the Tyler Software licensed to the Client as of the Effective Date fails to operate in accordance with the warranty in this section during the testing period and during actual use during the Term of this Agreement,Tyler shall modify or adjust the Tyler Software to operate in accordance with such warranty at Tyler's expense.The warranty and remedy of this section is contingent on the Client promptly notifying Tyler of specific transactions in which the software indicates a failure to operate within the requirements due to factors within Tyler's control. Client shall also provide reasonable proof of such failure to operate. Tyler warrants that it will use commercially reasonable efforts to configure and optimize the hosted environments that are used by the Tyler Software. The Client understands and agrees that it has the responsibility for ensuring third party products and environments (including, but not limited to, file and printer servers, web servers, local area networks, MS SQL Server) are configured appropriate for the demand that the Tyler Software will place on them, but will be relying on Tyler to provide the appropriate specifications required for the functioning of the Tyler Software. •..; tyler 4 7. Availability of SaaS Services. So long as Client continuously maintains this SaaS Agreement with Tyler,Tyler will make SaaS Services available for the Tyler Software licensed to the Client for ten (10) years from the Effective Date. 8. SaaS Services. 8.1 Tyler's SaaS Services are audited at least yearly in accordance with the AICPA's Statement on Standards for Attestation Engagements ("SSAE") No. 18. Tyler has attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent,for so long as Client timely pays for SaaS Services. Upon execution of a mutually agreeable Non-Disclosure Agreement ("NDA"),Tyler will provide Client with a summary of Tyler's compliance report(s) or its equivalent. Every year thereafter,for so long as the NDA is in effect and in which Client makes a written request,Tyler will provide that same information. 8.2 Client will be hosted on shared hardware in a Tyler data center or in a third-party data center. In either event, databases containing Client's Data will be dedicated to Client and inaccessible to Tyler's other customers. Upon Client's request,Tyler will provide a copy of the database it hosts to Client. In the event Tyler elects to move the database housing Client's Data to a new data center,Tyler will provide such advance notice as is reasonably practicable so as to minimize the disruption to Client's use of the Tyler Software. Client's data will be physically located within the boarders of the continential United States of America.Tyler will provide Client with the ability to access the production database with read only/query capabilities. At the request of the Client, Tyler will make available and allow use of Tyler's API's purchased by Client for all licensed SaaS Services purchased by Client. Pricing for such API's shall be in accordance with Section H(2) of this Agreement. 8.3 Tyler data centers have fully-redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event any of Client's Data has been lost or damaged due to an act or omission of Tyler or its subcontractors, or due to a defect in Tyler's software,Tyler will use best commercial efforts to restore all the Data on servers in accordance with the architectural design's capabilities and with the goal of minimizing any Data loss as greatly as possible. In no case shall the recovery point objective ("RPO") exceed a maximum of twenty-four(24) hours from declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable period during which Client's Data may be lost, measured in relation to a disaster Tyler declares. 8.4 In the event Tyler declares a disaster,Tyler's Recovery Time Objective ("RTO") is twenty-four (24) hours. For purposes of this subsection, RTO represents the amount of time, after Tyler declares a disaster, within which Client's access to the Tyler Software must be restored. 8.5 Tyler conducts annual penetration testing of either the production network and/or web application to be performed. Tyler will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. Tyler will provide Client with a written or electronic record of the actions taken by Tyler in the event that any unauthorized access to Client's database(s) is detected as a result of Tyler's security protocols. Tyler will undertake an additional security audit, on terms and timing to be •..; tyler 5 mutually agreed to by the parties, at Client's written request. Client 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 Tyler's network and systems (hosted or otherwise) is prohibited without the prior written approval of Tyler's IT Security Officer. 8.6 Tyler tests its disaster recovery plan on an annual basis. Tyler's standard test is not client- specific. Should Client request a client-specific disaster recovery test,Tyler will work with Client to schedule and execute such a test on a mutually agreeable schedule. At Client's written request,Tyler will provide test results to Client within a commercially reasonable timeframe after receipt of the request. 8.7 Tyler will be responsible for importing back-up and verifying that Client can log-in. Client will be responsible for running reports and testing critical processes to verify the returned Data. 8.8 Tyler provides secure Data transmission paths between each of Client's workstations and Tyler's servers. 8.9 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. 8.10 Where applicable with respect to Tyler's applications that take or process card payment data, Tyler is responsible for the security of cardholder data that it possesses, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date,Tyler complies with applicable requirements to be considered PCI DSS compliant and has performed the necessary steps to validate compliance with the PCI DSS. Tyler agrees to supply the current status of its PCI DSS compliance program in the form of an official Attestation of Compliance,which can be found at https://www.tylertech.com/about-us/compliance, and in the event of any change in Tyler's status, will comply with applicable notice requirements to notify Client. SECTION C—OTHER PROFESSIONAL SERVICES 1. Other Professional Services.Tyler will provide Client the various implementation-related services itemized in the Investment Summary and described in the Statement of Work. 2. Professional Services Fees. Client agrees to pay Tyler the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with Tyler's Invoicing and Payment Policy. Client acknowledges that the fees stated in the Investment Summary are good- faith estimates of the amount of time and materials required for Client's implementation. Tyler will bill Client the actual fees incurred based on the in-scope services provided to Client. 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, in accordance with Exhibit B(2.2). 3.Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on Tyler's understanding of the specifications Client supplied. If additional work is required, or if Client uses or requests additional services, Tyler will provide Client with an addendum •..; tyler 6 or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty(30) days from the date of the quote. 4. Cancellation. If travel is required, Tyler will make all reasonable efforts to schedule travel for Tyler's personnel, including arranging travel reservations,at least two (2) weeks in advance of commitments. Therefore, if Client cancels services less than two (2)weeks in advance (other than for Force Majeure or breach by Tyler), Client will be liable for all (a) non-refundable expenses incurred by Tyler on Client's behalf, and (b) daily fees associated with cancelled professional services if Tyler isunable to reassign its personnel. Tyler will make all reasonable efforts to reassign personnel in the event Client cancels within two (2) weeks of scheduled commitments. 5. Services Warranty. Tyler will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event Tyler provides services that do not conform to this warranty, Tyler will re-perform such services at no additional cost to Client. 6. Site Access and Requirements. At no cost to Tyler,Client agrees to provide Tyler with full and free access during regular business hours to Client's personnel,facilities, and equipment as may be reasonably necessary for Tyler to provide implementation services, subject to any reasonable security protocols or other written policies provided to Tyler as of the Effective Date, and thereafter as mutually agreed by the parties. 7. Background Checks. For at least the past twelve (12)years, all of Tyler's employees have undergone criminal background checks prior to hire. Tyler requires all employees undergo criminal background checks, sign its confidentiality agreement, and comply with security policies. Employees with access to CJIS data must successfully pass a CJIS background check and be current on applicable CJIS training. 8. Client Assistance. Client acknowledges that the implementation of the Tyler Software is a cooperative process requiring the time and resources of Client's personnel. Client agrees to use all reasonable efforts to cooperate with and assist Tyler as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with Tyler to schedule the implementation-related services outlined in this Agreement. Tyler 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 Client's personnel to provide such cooperation and assistance (either through action or omission). 9. Maintenance and Support. For so long as Client timely pays the 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, Tyler will: 9.1 perform maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards,to resolve Defects in the Tyler Software (limited to the then-current version and the immediately prior version); 9.2 provide telephone support during 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; •..; tyler 7 9.4 make available to Client all major and minor releases to the Tyler Software (including updates and enhancements)that Tyler makes 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 Tyler's then-current release life cycle policy. Tyler will use all reasonable efforts to perform support services remotely. Currently,Tyler uses a third- party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, Client agrees to maintain a high-speed internet connection capable of connecting Tyler to Client's PCs and server(s). Client agrees to provide Tyler with a login account and local administrative privileges as Tyler may reasonably require to perform remote services. Tyler will, at its option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If Tyler cannot resolve a support issue remotely,Tyler may be required to provide onsite services. In such event,Tyler will be responsible for its travel expenses, unless it is determined that the reason onsite support was required was a reason outside Tyler's control. Either way, Client agrees to provide Tyler 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 Tyler to provide the maintenance and support services, all at no charge to Tyler. Tyler strongly recommends that Client also maintain its VPN for backup connectivity purposes. For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless Tyler cannot remotely correct a Defect in the Tyler Software,as set forth above); (b) application design; (c) other consulting services; or(d) support outside our normal business hours as listed in our then- current Support Call Process. Requested services such as those outlined in this section will be billed to Client on a time and materials basis at Tyler's then current rates. Client must request those services with at least one (1) weeks' advance notice. 10. Change Orders. 10.1 Client Initiated. In the event that Client desires to modify or amend the Statement of Work, Client will work with Tyler to initiate a change order to Tyler noting the general scope, deliverables, and timeline requirements for the services requested.Tyler shall timely respond in writing, providing a specific recommendation for the solution, and providing Client with a not- to-exceed cost for the work proposed in the change order, if applicable.Tyler's written response will include sufficient detail to evaluate the response, including, as appropriate, a breakdown of the number of staff hours, level of personnel needed to effect this change, and technical design information for the proposed solution.There shall be no charge for the preparation of this response. Client's submission of an unsolicited change order request to Tyler does not modify or amend the Statement of Work in any way and creates no Tyler obligations whatsoever. 10.2 Tyler Initiated. In the event that Tyler desires to modify or amend the Statement of Work,Tyler may submit an unsolicited change order request to Client for Client's consideration. Tyler's submission of an unsolicited change order request to Client does not modify or amend the Statement of Work in any way and creates no Client obligations whatsoever. 10.3 Approval.A party's approval for any modification or amendment to the Statement of Work will be indicated solely through that party's 's written approval of a specific change order. •..; tyler 8 10.4 Service Out of Scope. In the event Tyler believes that Client is requiring work outside the scope of the Agreement requirements,Tyler shall provide notice to Client and a description of the work requested that Tyler considers to be outside the scope of the Agreement requirements. 10.5 During the pendency of a change order request,the parties shall continue without stoppage of work. For clarification, and not as a limitation, unreasonably stopping work during the pendency of a change order request may be considered a material breach. 10.6 All change order requests will be in writing and approved by both parties and will be treated as an amendment to this Agreement pursuant to its terms. 11. Personnel.Tyler warrants that it will maintain an adequate staff of experienced and qualified employees for efficient performance under this Agreement. In the event Tyler personnel provide services not conforming to the services warranties in this Agreement,Tyler will be given a reasonable opportunity to correct the deficiency.The parties agree that a reasonable opportunity shall not exceed seven (7) days. Once Tyler has had a reasonable opportunity to correct the deficiency, if the deficiency persists,then Client may provide written notice to Tyler, demanding that the Tyler personnel be removed. In such a case,Tyler will provide a replacement, at no additional cost to Client, with sufficient experience and project knowledge to perform services as required in this Agreement. Such replacement shall be provided within a commercially reasonable time, not to exceed thirty(30)days or, in the event Tyler disagrees with Client's demand,the matter shall be referred to the Dispute Resolution Process of this Agreement. SECTION D—THIRD PARTY PRODUCTS 1. Third Party Hardware. Tyler will sell, deliver, and install onsite the Third Party Hardware, if Client has purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with Tyler's Invoicing and Payment Policy. 2. Third Party Software. As part of the SaaS Services, Client will receive access to the Third Party Software and related documentation for internal business purposes only. Client's rights to the Third Party Software will be governed by the Third Party Terms. 3. Third Party Products Warranties. 3.1 Tyler is 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, Client will receive free and clear title to the Third Party Hardware. 3.3 Client acknowledges that Tyler is not the manufacturer of the Third Party Products. Tyler does not warrant or guarantee the performance of the Third Party Products. However, Tyler grants and passes through to Client any warranty from the Developer or supplier of the Third Party Products. 4. Third Party Services. If Client has purchased Third Party Services,those services will be provided •..; tyler • 9 independent of Tyler by such third-party at the rates set forth in the Investment Summary and in accordance with Tyler's Invoicing and Payment Policy. SECTION E- INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. Tyler will invoice Client the SaaS Fees and fees for other professional services in the Investment Summary per Tyler's Invoicing and Payment Policy, subject to Section E(2). 2. Invoice Disputes. If Client believes any delivered software or service does not conform to the warranties in this Agreement, Client will provide Tyler with written notice within thirty(30) days of Client's receipt of the applicable invoice. The written notice must contain reasonable detail of the issues in dispute so that Tyler can confirm the issue and respond to the notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in the notice. Tyler will work with Client as may be necessary to develop an action plan that outlines reasonable steps to be taken by each party to resolve any issues presented in the notice. Client may withhold payment of the amount(s) actually in dispute, and only those amounts, until Tyler completes the action items outlined in the plan. If Tyler is unable to complete the action items outlined in the action plan because of Client's failure to complete the items agreed to be done by Client,then Client will remit full payment of the invoice. Tyler reserves the right to suspend delivery of all SaaS Services, including maintenance and support services, if client fails to pay an invoice not disputed as described above within thirty (30) days of notice of Tyler's intent to do so. SECTION F—TERM AND TERMINATION 1. Term. The initial term of this Agreement is ten (10) years from the first day of the first month following the Effective Date. Upon expiration of the initial term,this Agreement will renew automatically for additional one (1)year renewal terms at Tyler's 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. Client's right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement. 2. Termination. This Agreement may be terminated as set forth below. In the event of termination, Client will pay for all undisputed fees and expenses related to the software, products, and/or services received, incurred, or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than Client's termination for cause must have been submitted as invoice disputes in accordance with Section E(2). 2.1 Failure to Pay SaaS Fees. Client acknowledges that continued access to the SaaS Services is contingent upon timely payment of SaaS Fees. If Client fails to timely pay the SaaS Fees,Tyler may discontinue the SaaS Services.. Tyler may also terminate this Agreement unless Client cures such failure to pay within forty-five (45) days of receiving written notice of Tyler's intent to terminate. 2.2 For Cause. If Client believes Tyler has materially breached this Agreement, Client will invoke the Dispute Resolution clause set forth in Section H(3). Client may terminate this Agreement for cause in the event Tyler does 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). •..; tyler 10 2.3 Force Maieure. 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. In such event,the terminating party must give the other party fifteen (15) days' notice prior to the effective date of the termination. 2.4 Lack of Appropriations. If Client should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, Client may unilaterally terminate this Agreement upon thirty(30) days' written notice. Client will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. Client agrees not to use termination for lack of appropriations as a substitute for termination for convenience. 2.5 Fees for Termination Without Cause During Initial Term. If Client terminates this Agreement during the initial term for any reason other than pursuant to Sections F (2.2), (2.3), or(2.4 or Section G (1.3), or if Tyler terminates this Agreement during the initial term for Client's failure to pay SaaS Fees, Client will pay for all undisputed fees and expenses related to the software, products, and/or services received, incurred, or delivered, prior to the effective date of termination and Client will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. 2.6 Provision of Client Data. In the event of termination or expiration of this Agreement,Tyler shall promptly, and at no additional cost to Client, make all Client Data available to Client in the form of the copy of Client's then-current database format hosted by Tyler(currently SQL) or such other format as Tyler and Client may agree, provided through Tyler's FTP server or such other secure method reasonably selected by Tyler. Tyler will also make available to Client the data dictionary(or its equivalent) for Tyler Software licensed under this Agreement. Such provision may be accompanied by a requirement that Client not disclose any Tyler trade secret, proprietary or confidential information to third parties. 2.7 Transition Services.Tyler will reasonably cooperate in providing transition services to Client. Any such services will be at Tyler's then-current rates. Cost and scope of services will be mutually agreed in advance. SECTION G—INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 Tyler agrees to defend Client 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 Tyler consents). Client must notify Tyler promptly in writing of the claim and give Tyler sole control over its defense or settlement. Client agrees to provide Tyler with reasonable assistance, cooperation, and information in defending the claim at Tyler's expense. 1.2 Tyler's obligations under Section G(1) of this Agreement will not apply to the extent the claim or adverse final judgment is based on Client's use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties, or Client's willful infringement. •� tyler 11 1.3 If Tyler receives information concerning an infringement or misappropriation claim related to the Tyler Software, Tyler may, at its expense and without obligation to do so, either: (a) procure for Client the right to continue the Tyler Software's use; (b) modify the Tyler Software to make it non-infringing; or (c) replace the Tyler Software with a functional equivalent, in which case Client will stop running the allegedly infringing Tyler Software immediately. Alternatively,Tyler may decide to litigate the claim to judgment, in which case Client may continue to use the Tyler Software consistent with the terms of this Agreement. Notwithstanding, Client may terminate this Agreement if Tyler elects option (c) and Client is not satisfied with the functional equivalent provided. 1.4 If an infringement or misappropriation claim is fully litigated and Client's 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 Tyler consents), Tyler will, at its option, either: (a) procure the right to continue the Tyler Software's use; (b) modify the Tyler Software to make it non- infringing; or(c) replace the Tyler Software with a functional equivalent. This section provides Client's exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 2.1 Tyler will indemnify and hold harmless Client and its agents, officials, employees, and insurers 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 Tyler's negligence or willful misconduct; or (b) Tyler's violation of PCI-DSS requirements or a law applicable to its performance under this Agreement. Client must notify Tyler promptly in writing of the claim and give Tyler sole control over its defense or settlement. Client agrees to provide Tyler with reasonable assistance, cooperation, and information in defending the claim at Tyler's expense. 2.2 To the extent permitted by applicable law and subject to the limits of the Oregon Tort Claims Act, Client will indemnify and hold harmless Tyler and its agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs)for personal injury or property damage to the extent caused by Client's negligence or willful misconduct; or(b) Client's violation of a law applicable to its performance under this Agreement. Tyler will notify Client promptly in writing of the claim and will give Client sole control over its defense or settlement. Tyler agrees to provide Client with reasonable assistance, cooperation, and information in defending the claim at Client's expense. 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,TYLER HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS,WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO,ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,TYLER'S LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT,WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, ° tyler 12 ° SHALL BE LIMITED TO CLIENT'S ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM,AS SET FORTH IN SECTION F(1),TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM,THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW,THE EXCLUSION OF CERTAIN DAMAGES,AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1)AND G(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Agreement, Tyler agrees to maintain the following levels of insurance: (a) Commercial General Liability of at least$2,000,000 in aggregate coverage; (b) Automobile Liability of at least$1,000,000; (c) Professional Liability (inclusive of Cyber and Privacy of Liability coverage) of at least$3,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least$5,000,000. Tyler will add Client, its officers, agents, and employees, as an additional insured to Tyler's Commercial General Liability and Automobile Liability policies, which will automatically add Client as an additional insured to the Excess/Umbrella Liability policy as well. Tyler will provide Client with copies of certificates of insurance upon Client's written request within thirty(30) days of the Effective Date. Thereafter,Tyler shall provide thirty(30) days' written notice to Client of any cancellation, nonrenewal, termination, material change or reduction in coverage that results in Tyler not complying with the minimum insurance requirements of this Agreement. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability. SECTION H—GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. Client may purchase additional products and services at the rates set forth in the Investment Summary for thirty-six (36) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those thirty-six (36) months have expired, Client may purchase additional products and services at Tyler's then- current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for thirty-six (36) months from the Effective Date. Pricing for Tyler's API's and API services, as described in Section B (8.2) of this Agreement will be $5,000 per API for five years from the Effective Date. 3. Dispute Resolution. The parties agree to provide the other party with written notice within thirty (30) days of becoming aware of a dispute. The parties agree to cooperate 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 the appointed senior representatives. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise 13 agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions under Federal Rule of Evidence 408 or any similar applicable state rule, but may be subject to applicable Oregon Public Records Law. If the parties 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 party may pursue action at law or equity. Any action or suit involving any question arising under this Agreement must be brought in Washington County Circuit Court for state claims or the United States District Court for the District of Oregon in Portland for federal claims. Nothing in this section shall prevent Client or Tyler from seeking necessary injunctive relief during the dispute resolution procedures. 4. Taxes. The fees in the Investment Summary do not include any taxes, including,without limitation, sales, use, or excise tax. If Client is a tax-exempt entity, Client agrees to provide Tyler with a tax- exempt certificate. Otherwise,Tyler will pay all applicable taxes to the proper authorities and Client will reimburse Tyler for such taxes. If Client has a valid direct-pay permit, Client agrees to provide a copy to Tyler. For clarity,Tyler is responsible for paying its income taxes, both federal and state, as applicable, arising from its performance of this Agreement. 5. Nondiscrimination. Tyler will not discriminate against any person employed or applying for employment concerning the performance of its responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment,tenure,and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status,veteran status, or political affiliation. Tyler will post,where appropriate, all notices related to nondiscrimination as may be required by applicable law. 6. E-Verify. Tyler has complied, and will comply,with the E-Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of its employees assigned to Client's project. 7. Subcontractors. Tyler will not subcontract any services under this Agreement without Client's prior written consent, not to be unreasonably withheld. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, the parties' successor(s)or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, Client's consent is not required for an assignment by Tyler as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of Tyler's assets. 9. Force Maieure. Except for Client's payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however,that within ten (10) business days of the Force Majeure event,the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the parties. No third party will be deemed a beneficiary of this Agreement, and no third party will have •..; tyler 14 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 the parties 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 Client, if any, are for its 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. The Statement of Work may be amended by mutual written agreement of Client's IT Manager and Tyler's Project Manager. 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction,the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter. 14. Independent Contractor. Tyler is 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. Notice shall be given: If to Tyler: Tyler Technologies, Inc. Attn: Chief Legal Officer One Tyler Drive Yarmouth, ME 04096 If to Client: City of Tigard Attn: City Attorney 13125 SW Hall Blvd. Tigard, OR 97223 16. Client Lists. Client agrees that Tyler may identify Client by name in client lists, marketing presentations, and promotional materials. •..; tyler 15 17. Confidentiality• 17.1 Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes,without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by Oregon law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: 17.1.1 is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; 17.1.2 a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; 17.1.3 a party receives from a third party who has a right to disclose it to the receiving party; 17.1.4 is the subject of a legitimate disclosure request under Oregon Public Records Law, or as required by law, administrative or judicial process, or as compelled by governmental authority. Prior to any disclosure under Oregon Public Records Law, Client will give Tyler prompt written notice of such request. Tyler shall have seven (7) business days from the date it receives such notice to provide evidence of a statutory exemption under applicable law sufficient to protect the information or obtain a protective order or equivalent from a court of competent jurisdiction. If information is disclosed pursuant to a request under Oregon Public Records Law, Client will take reasonable steps to limit any such provision of confidential information to the specific information requested. The parties understand and agree that the failure by Tyler to timely respond to the notice provided by Client may result in the disclosure of the requested information pursuant to Oregon Public Records Law. Such disclosures shall not be considered a breach of any confidentiality provisions set forth in this Agreement,or information which the receiving party establishes was developed independently of confidential information furnished to it. 17.2 Security Incident or Data Breach Notification. 17.2.1 Tyler shall provide notice to Client of any security incident or data breach directly related to Client Data within the possession or control of Tyler if and to the extent required (and in accord with the timelines) by applicable state data breach notification laws.Tyler warrants it shall not notify Client residents or customers in advance of providing notice to the Client unless and only to the extent required by applicable state data breach notification laws. 17.2.2 Incident Response: Tyler may need to communicate with outside parties •..; tyler 16 regarding a security incident,which may include contacting law enforcement, fielding media inquiries and seeking external expertise as defined by law. 17.2.3 Breach Reporting Requirements: If Tyler has actual knowledge of a confirmed Client Data breach that affects the security of any Client Data that is subject to applicable data breach notification law,Tyler shall (1) promptly notify the appropriate Client identified Contact if and to the extent required by applicable state data breach notification law, (2) take commercially reasonable measures to address the Client Data breach in a timely manner, (3) investigate and resolve the Client Data breach, keeping the Client reasonably informed as to actions taken in response to such breach and remedial actions taken to correct or prevent additional breaches of security; and (4) promptly implement necessary remedial measures. 18. Business License. Tyler must obtain, prior to the execution of any performance under this Agreement, a City of Tigard Business License. The Tigard Business License is based on a calendar year with a December 31st expiration date. New businesses operating in Tigard after June 30th of the current year will pay a pro-rated fee though the end of the calendar year. 19. Governing Law. The provisions of this contract shall be governed by and construed in accordance with the laws of the State of Oregon. 20. Compliance with Laws. 20.1 General Terms. The following laws of the State of Oregon are hereby incorporated by reference into the Agreement: ORS 279B.220, 279B.230, and 27913.235. 20.2 Compliance with Tax Laws. Tyler represents and warrants that Tyler is,to the best of the undersigned's knowledge, not in violation of any Oregon tax laws including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318. Tyler's failure to comply with the tax laws of this state or a political subdivision of this state before Tyler executed this Agreement or during the term of this Agreement is a default for which Client may terminate this Agreement and seek damages and other relief available under the terms of this Agreement or applicable law. 21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic,faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 22. Cooperative Procurement. To the maximum extent permitted by applicable law,Tyler agrees that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. Tyler reserves the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing,to the scope and circumstances of that cooperative procurement. 23. Contract Documents. This Agreement includes the following exhibits: Exhibit A Investment Summary Schedule 1:Tyler Munis Schedule 2: Incode Schedule 3:Tyler Payments •..; tyler 17 Schedule 4: Brazos (optional products and services) Exhibit B Invoicing and Payment Policy Schedule 1: Business Travel Policy Exhibit C Service Level Agreement Schedule 1: Support Call Process Exhibit D DocOrigin End User License Agreement Exhibit E Web Services Agreement Exhibit F Tyler Payments Terms and Conditions Exhibit G Statements of Work In the event of a conflict between the Agreement and any exhibit,the Agreement shall govern. In the event of any conflict between Exhibit B,the Invoicing and Payment Policy and Exhibit A and the related schedules,the terms stated in Exhibit B shall take precedence, unless otherwise stated in Exhibit B. 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 Tigard By: By: Name: Sherry Clark Name: Kathy Nyland Title: Sr. Corporate Attorney Title:Assistant City Manager Date: 9/25/2020 Date: 9/28/2020 Approved as to Form: By: City Mtorney Date: 9/28/2020 •..; tyler 18 Exhibit A • •••'•• tyler • technologies Exhibit A Investment Summary The following Investment Summaries detail the software and services to be delivered by Tyler to Client under the Agreement. The Investment Summaries are effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK •� tyler 1 Exhibit A 0 41• tyler 40000 technologies Exhibit A, Schedule 1 Investment Summary The following Investment Summary details the software and services to be delivered by Tyler to Client 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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REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ° tyler 4 ° 01),of Tiga' rd, Oregon Tyler Enterprise & Payments Monthly&Annualized Costs Description Cost Access to City Administration Monthly Cost—To brand,customize,access reports and $0.00 payment data with unlimited logins,support and upgrades to Enterprise&Tyler Payments Development Costs One Time Cost—complete integration into Tyler billing and $0.00 cashiering platforms Customized Marketing Annual Cost—assistance with the crafting of marketing No Cost materials for your City and residents to help increase initial usage and continued adoption Training and Support Monthly Cost—continued training and support to ensure a $:79.00 successful launch and continued success of the Tyler $0.00 Payments,Enterprise platform Electronic Payment Costs to Pay Card Cost—per non-utility card transaction with Visa, 2.95% MasterCard,Discover and AMEX $1.95 minimum Utility Card Cost—per utility card transaction with Visa, $3.95 MasterCard,Discover $300 Cap* eCheck Cost—per electronic check transaction $1.95 Electronic Payment Costs if City Chooses to Absorb Fees Card Cost—per card transaction with Visa,MasterCard, $.75 Discover,AMEX optional,plus interchange and card brand fees eCheck Cost—per electronic check transaction $1.50 Miscellaneous Costs Incode Court Fee—per transaction for site maintenance and $1.25 support passed to City or payer Credit Card Chargebacks—if a card payer disputes a $10 transaction at the card issuing bank(e.g.stolen card) eCheck Reiects—when an echeck transaction comes back as $5 declined(typically client will charge their own reject fee to the payer) Card Terminals—per device,per month.Covers encryption, $25 service,maintenance and support *Tyler Payments will work with the City on a cap that works best,if the transaction is larger than the cap,a second transaction would need to be ran Accepted by the City of Tigard,OR Accepted by Tyler Technologies Printed Name: Printed Name: Title: Title: Date: Date: Signature: Signature: *Please note that additional paperwork will be required to open merchant account or accounts for payment processing,a representative of Tyler Payments will reach out to help with this process.By signing this document the City of Tigard,OR,agrees to the Payment Card Processing Agreement attached.A nominal increase on absorbed card transactions may apply annually to account for increased processing costs. Emp4wering people who serve khe pudic �a�*� tIr !0 CI ZW0TVlr.rTmhimW&-a,bnc.,All rlgMs reserved Exhibit A 0 41• tyler 40000 technologies Exhibit A, Schedule 4 Investment Summary The following Investment Summary details the optional software and services to be delivered by Tyler to Client 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK •..; tyler 5 O O m O O O O O M O O O O O O O O O O O O m V LO H? 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N '� 'a COO w O 0' O o u> a) a) u, 0 0 0 0 691 mem = 0 0 0 (D M # C14 w n ® * 9900 / / � k 0 0 0 0 einem _ - = w M - e o 6q \ Q \ - Cl) 00 m 4) \ � � $ k k § 0 $ 0 0) a 2 00 m ( 0 4) e 0 Cl) m I- LL - LL c = © V % Sƒ �§ - o 0 \ » \ 7 ) \ } k � \ 7 0 (n } \ CO 2 \ G k k \ 46 / C3 C3 cu 0 N N � \ // \ 2 %« / _ LO / 3 N LE) ; \ \ \ Nd \ ° N 9 \ \ \ } © N ® > /CO 0 \ j \ / 2 k � $ u z z _ } / ? \ § / § § 04 co ? 2 $ E e 75 76 E E / & § 2 / / & $ 3 \ t / ) ( « � 8 � / \ � \ / � � \ � \ \ / * \ co / \ 3 \ Cd% � � \ \ a » / \ 2 .& .e � � $ = y d Ln m � « g \ � k & 7 LU 2 ° § / z q '7 \ 40. \ « v ^ \ k q t k ƒ \ 7 w k c •/ � § / / � ) © A 2 \ } ± $ � 2 a J � , ® 7 / Q) ? ƒ ƒ� \ n � E / 0 \ CO ƒ � .p O � � � k k � / CO 2 » 2 2 \ $ $ \ \ § % CD § § U a Exhibit B • •••®•• tyler • technologies Exhibit B Invoicing and Payment Policy Tyler will provide Client 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: Tyler will invoice Client for the applicable software and services in the Investment Summary as set forth below. Client's rights to dispute any invoice are set forth in the Agreement. 1 SaaS Fees. SaaS Fees are invoiced on a quarterly basis, beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement. Client's quarterly SaaS fees for the initial term are set forth below. Upon expiration of the initial term, Client's SaaS fees will be invoiced annually in advance at Tyler's then-current rates. Quarterly SaaS Fees are invoiced on the first day of each quarter as shown in the table below: 20-Oct 41,532.08 21-Jan 59,244.53 21-Apr 65,451.61 21-Jul 65,451.61 21-Oct 77,140.14 22-Jan 106,797.17 22-Apr 106,797.17 22-Jul 111,054.17 22-Oct 112,424.42 23-Jan 124,670.25 23-Apr 124,670.25 23-Jul 124,670.25 23-Oct 124,670.25 24-Jan 124,670.25 24-Apr 124,670.25 24-Jul 124,670.25 24-Oct 124,670.25 25-Jan 124,670.25 25-Apr 124,670.25 •� tyler 1 • Exhibit B 25-Jul 124,670.25 25-Oct 124,670.25 26-Jan 124,670.25 26-Apr 124,670.25 26-Jul 124,670.25 26-Oct 128,410.36 27-Jan 128,410.36 27-Apr 128,410.36 27-Jul 128,410.36 27-Oct 128,410.36 28-Jan 128,410.36 28-Apr 128,410.36 28-Jul 128,410.36 28-Oct 128,410.36 29-Jan 128,410.36 29-Apr 128,410.36 29-Jul 128,410.36 29-Oct 128,410.36 30-Jan 128,410.36 30-Apr 128,410.36 30-Jul 128,410.36 2 Other Tyler Software and Services. 2_1 VPN Device:The fee for the VPN device will be invoiced upon installation of the VPN. 2_2 Implementation and Other Professional Services(including training): Implementation and other professional services (including training) are billed and invoiced as delivered, on a monthy basis, at the rates set forth in the Investment Summary. Tyler will invoice the Client at the rates set forth in Investment Summary for Professional Services through the completion of implementation. 2_3 Consulting Services: If Client purchased any Business Process Consulting services quoted as fixed-fee services, such services will be invoiced 50% upon Client's acceptance of the Best Practice Recommendations, by module, and 50% upon Client's acceptance of custom desktop procedures, by module. If Client purchased any Business Process Consulting services quoted as an estimate,then Tyler will bill for the actual services delivered on a time and materials basis. 2.4 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance to load the converted Data into Live/Production environment, by conversion option. Where conversions are quoted as estimated,Tyler will bill for the actual services delivered on a time and materials basis. •..; tyler 2 Exhibit B 2_5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. Client must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. Client may still report Defects as set forth in this Agreement. Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt,where "Project Planning Services" are provided, payment will be due upon delivery of the Implementation Planning document. 3 Third Party Products. 3_1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when Tyler makes the software available for downloading. 3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when Tyler makes the software available 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 Tyler Notify Minutes and Messages: Tyler Notify Minutes and Messages are invoiced when Tyler makes Tyler Notify installed and available to Client. Subsequent fees for minutes and messages, at Tyler's then-current rates,will be due when Client requests additional minutes and messages and they are made available. 4 Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with Tyler's then-current Business Travel Policy, plus a 10%travel agency processing fee. Tyler's current Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided upon request.. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available. Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. Tyler prefers to receive payments electronically: Bank: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA: 121000248 Account: 4124302472 Beneficiary: Tyler Technologies, Inc.—Operating •..; tyler 3 Exhibit B Schedule 1 • •••®•• tyler • technologies Exhibit B Schedule 1 Business Travel Policy 1. Air Travel A. Reservations &Tickets The Travel Management Company(TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee's total trip duration and the fare is within $100(each way) of the lowest logical fare. If a net savings of$200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee's total trip duration,the connecting flight should be accepted. Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is six(6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for"Basic Economy Fares" because these fares are non-refundable and have many restrictions that outweigh the cost-savings. B. Baggage Fees Reimbursement of personal baggage charges are based on trip duration as follows: • Up to five (5) days=one (1) checked bag • Six (6) or more days =two (2) checked bags Baggage fees for sports equipment are not reimbursable. •..; tyler 1 Exhibit B Schedule 1 2. Ground Transportation A. Private Automobile Mileage Allowance— Business use of an employee's private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home. B. Rental Car Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a "mid-size" or"intermediate" car. "Full" size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined. C. Public Transportation Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport,tips are included in the per diem rates and will not be reimbursed separately. D. Parking&Tolls When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented. 3. Lodging Tyler's TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel,the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. "No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's cancellation policy. Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. •..; tyler 2 Exhibit B Schedule 1 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb,VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem. Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required. A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Lunch and dinner Depart after 12:00 noon Dinner Return Day Return before 12:00 noon Breakfast Return between 12:00 noon &7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows: Breakfast 15% Lunch 25% Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. •..; tyler 3 Exhibit B Schedule 1 5. Internet Access— Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee's hotel charges for internet access it is reimbursable up to$10.00 per day. Charges for internet access at airports are not reimbursable. 6. International Travel All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the "lowest practical coach fare" with the exception of flights that are six (6) or more consecutive hours in length. In such event,the next available seating class above coach shall be reimbursed. When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable.Visa application and legal fees, entry taxes and departure taxes are reimbursable. The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable. Section 4, Meals& Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section. •..; tyler 4 Exhibit C • ••�'�� tyler •,. • technolog'ies Exhibit C SERVICE LEVEL AGREEMENT I. Agreement Overview This SLA operates in conjunction with, and does not supersede or replace any part of,the Agreement. It outlines the information technology service levels that Tyler will provide to ensure the availability of the application services that Client has requested. All other support services are documented in the Support Call Process. II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement. Attainment: The percentage of time the Tyler Software is available during a calendar quarter, with percentages rounded to the nearest whole number. Client Error Incident:Any service unavailability resulting from Client's applications, content or equipment, or the acts or omissions of any of Client's service users or third-party providers over whom Tyler exercises no control. Downtime: Those minutes during which the Tyler Software is not available for use. Downtime does not include those instances in which only a Defect is present. 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 maintenance windows, Client Error Incidents and Force Majeure. III. Service Availability The Service Availability of the Tyler Software is intended to be 24/7/365. Tyler sets Service Availability goals and measures whether it has met those goals by tracking Attainment. a. Client's Responsibilities Whenever Client experiences Downtime, Client must make a support call according to the procedures outlined in the Support Call Process. Client will receive a support incident number. Client must document,in writing,all Downtime experienced during a calendar quarter. Client must deliver such documentation to Tyler within 30 days of a quarter's end. The documentation Client provides must evidence the Downtime clearly and convincingly. It must include,for example,the support incident number(s)and the date,time and duration of the Downtime(s). b. Tyler's Responsibilities When Tyler's support team receives a call from Client that Downtime has occurred or is occurring, Tyler will work with Client to identify the cause of the Downtime (including whether it may be the result of a Client Error Incident or Force Majeure). Tyler will also work with Client to resume normal operations. •� tyler 1 Exhibit C Upon timely receipt of Client's Downtime report, Tyler will compare that report to its own outage logs and support tickets to confirm that Downtime for which Tyler was responsible indeed occurred. Tyler will respond to Client's Downtime report within 30 day(s) of receipt. To the extent Tyler has confirmed Downtime for which it is responsible,Tyler will provide Client with the relief set forth below. C. Client Relief When a Service Availability goal is not met due to confirmed Downtime,Tyler will provide Client with relief that corresponds to the percentage amount by which that goal was not achieved,as set forth in the Client Relief Schedule below. Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter will not exceed 10% of one quarter of the then-current SaaS Fee. The total credits confirmed in one or more quarters of a billing cycle will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve Tyler of its obligations under the Agreement to correct the problem which created the service interruption. Every quarter, Tyler will compare confirmed Downtime to Service Availability. In the event actual Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly basis: argeted Attainment Actual Attainment Client Relief 100% 99.99%-99.50% Remedial action will be taken 100% 99.49%-98.50% 2% 100% 98.49%-97.50% 4% 100% 97.49%-96.50% 6% 100% 96.49%-95.50% 8% 100% Below 95.50% 10% Client may request a report from Tyler that documents the preceding quarter's Service Availability, Downtime, any remedial actions that have been/will be taken, and any credits that may be issued. IV.Applicability The commitments set forth in this SLA do not apply during maintenance windows,Client Error Incidents, and Force Majeure. Tyler performs 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, will provide advance notice of those windows and will coordinate with Client to the greatest extent possible. V. Force Majeure Client will not hold Tyler responsible for not meeting service levels outlined in this SLA to the extent any •� tyler Exhibit C failure to do so is caused by Force Majeure. In the event of Force Majeure, Tyler will file with Client a signed request that said failure be excused. That writing will at least include the essential details and circumstances supporting Tyler's request for relief pursuant to this Section. Client will not unreasonably withhold its acceptance of such a request. ° tyler 3 ° 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: (1) Tyler Community—an on-line resource,Tyler Community provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (2) On-line submission (portal)—for less urgent and functionality-based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website. (3) Email—for less urgent situations, users may submit unlimited emails directly to the software support group. (4) Telephone—for urgent or complex questions, users receive toll-free, unlimited telephone software support. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website—www.tylertech.com—for accessing client tools and other information including support contact information. (2) Tyler Community—available through login, Tyler Community provides a venue for clients to support one another and share best practices and resources. (3) Knowledgebase—A fully searchable depository of thousands of documents related to procedures, best practices, release information, and job aides. (4) Program Updates—where development activity is made available for client consumption Support Availability Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday— Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage across these time zones.Tyler's holiday schedule is outlined below. There will be no support coverage on these days. New Year's Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day Labor Day •..; tyler 1 Exhibit C Schedule 1 Issue Handling Incident Tracking Every support incident is logged into Tyler's Customer Relationship Management System and given a unique incident number.This system tracks the history of each incident.The incident tracking number is used to track and reference open issues when clients contact support. Clients may track incidents, using the incident number,through the portal at Tyler's website or by calling software support directly. Incident Priority Each incident is assigned a priority number, which corresponds to the client's needs and deadlines. The client is responsible for reasonably setting the priority of the incident per the chart below.This chart is not intended to address every type of support incident, and certain "characteristics" may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud.The goal is to help guide the client towards clearly understanding and communicating the importance of the issue and to describe generally expected responses and resolutions. Priority Level Characteristics of Support Incident Resolution Targets Support incident that causes (a) Tyler shall provide an initial response to Priority Level 1 complete application failure or incidents within one(1) business hour of receipt of the application unavailability; (b) support incident. Tyler shall use commercially 1 application failure or unavailability in reasonable efforts to resolve such support incidents or Critical one or more of the client's remote provide a circumvention procedure within one(1) location;or(c)systemic loss of multiple business day. For non-hosted customers,Tyler's essential system functions. responsibility for lost or corrupted Data is limited to assisting the client in restoring its last available database. Support incident that causes(a) Tyler shall provide an initial response to Priority Level 2 repeated,consistent failure of essential incidents within four(4) business hours of receipt of the functionality affecting more than one support incident. Tyler shall use commercially 2 user or(b) loss or corruption of Data. reasonable efforts to resolve such support incidents or High provide a circumvention procedure within ten (10) business days. For non-hosted customers,Tyler's responsibility for loss or corrupted Data is limited to assisting the client in restoring its last available database. Priority Level 1 incident with an existing Tyler shall provide an initial response to Priority Level 3 circumvention procedure,or a Priority incidents within one(1) business day of receipt of the Level 2 incident that affects only one support incident. Tyler shall use commercially 3 user or for which there is an existing reasonable efforts to resolve such support incidents Medium circumvention procedure. without the need for a circumvention procedure with the next published maintenance update or service pack. For non-hosted customers,Tyler's responsibility for lost or corrupted Data is limited to assisting the client in restoring its last available database. •..; tyler 2 Exhibit C Schedule 1 Priority Level Characteristics of Support Incident Resolution Targets Support incident that causes failure of Tyler shall provide an initial response to Priority Level 4 4 non-essential functionality or a incidents within two (2) business days. Tyler shall use Non- cosmetic or other issue that does not commercially reasonable efforts to resolve such support critical qualify as any other Priority Level. incidents,as well as cosmetic issues,with a future version release. Incident Escalation Tyler Technology's software support consists of four levels of personnel: (1) Level 1: front-line representatives (2) Level 2: more senior in their support role,they assist front-line representatives and take on escalated issues (3) Level 3: assist in incident escalations and specialized client issues (4) Level 4: responsible for the management of support teams for either a single product or a product group If a client feels they are not receiving the service needed, they may contact the appropriate Software Support Manager.After receiving the incident tracking number,the manager will follow up on the open issue and determine the necessary action to meet the client's needs. On occasion,the priority or immediacy of a software support incident may change after initiation.Tyler encourages clients to communicate the level of urgency or priority of software support issues so that Tyler can respond appropriately. A software support incident can be escalated by any of the following methods: (1) Telephone—for immediate response, call toll-free to either escalate an incident's priority or to escalate an issue through management channels as described above. (2) Email—clients can send an email to software support in order to escalate the priority of an issue (3) On-line Support Incident Portal—clients can also escalate the priority of an issue by logging into the client incident portal and referencing the appropriate incident tracking number. Remote Support Tool Some support calls require further analysis of the client's database, process or setup to diagnose a problem or to assist with a question.Tyler will, at its discretion, use an industry-standard remote support tool. Support is able to quickly connect to the client's desktop and view the site's setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. •..; tyler 3 Exhibit D i y •••••• t I e r ❖ • . technologies Exhibit D End User License Agreement REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 1 Exhibit D A77E 1T!ON: THE SOF FWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY ECLIPSE CORPORATION WSL, INC. (Eclipse Corpomtion] AND IS NOT BEING SOLD_ THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING AOREELtENT THAT SPECIFIES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS WPORTANT LIMITATIONS ON REPRESENTAT10"S, WARRANTIES, CONDITIONS, REMEDIES,AND LIABILITIES. Doo0daIn SOFFWARE LIC ENSE fMPORTANT-READ CAREFULLY: This End-Leser License Agreement L'Agreement' or 'EULA'? is a IegaJ agreement between you (either an individual person or a single Legal entity, who will be referred to in this EULA as 'You"}and Eclipse Corporation W SL,Inc_ referred to in this E ULA as Eclipse Corporation,for the DocOrigjn software productthat acoampaniesthts EULA, incbuding any associated media,printed maw-rials and elecsronicdocumentation (the"Software')_The Software also encompasses any software updates, add-an ci>mponents,web services andfar suppbernents that may be prowided 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 accornpanied by a separate license agreement or terms of use. If you receive the Software under separate terms from your distribukw, those terms will take precedence Diver any confljcdng terms of this EU LA By installing, copying, downJoading.accessing or otherwise using the Software, you agree to be bound by the terms of this EULA. 1f you da nos agree to the terms of this EULA, do not install,access or use the Software: instead, you should remove the Software from all syss,ems and receive a full refund. IF YOU ARE AN AGENT OR EMPLOYEE OF AN07HER EN71TY'YOU REPRESENT A14D WARFZA147 TNA.T{I} THE INDfVIDUAL ACCEPT1Nfa THIS AGREEMENT IS DULY AUTHORLZED TO ACCEPTTHJS AGREEMENT ON SUCH EhMTY'S BEHALF AND TO BINS} SUCH ENTITY, AND {ft} SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEME14T AND PERFORM ITS OBLIGATIONS HEREUNDER- 11- ERELINDER_1_ LICENSE TERMS 1.1 In this Agreement a'License Key' means any license key,activation ocde,or similar instillation, szcess or usage control codes, including serial numbers digrtarly created and or provider( by Eclipse Corporation ,designed to provide unlocked access to the Safhvare snd its functionality. 12 Evaluation License_ 5vbjec�- to all of the terns and conditions of this Agreement, Eclipse Corporation grants You a limited, royalty-free, non-exclusive, mon-transferable Reense 20 download and install a copy of the Software from www.dacorigin_com on a single machine and vse it- n a royarty-tree basis for no more than 120 days fram the date of installation(the'Evaluation Period'). You may use the Software during the Evaluation: Period solely for the purpose of testing and evaluating it to determine if You wish to obtain a commercial_ production license for the Software. This evaluation Jicense grant will aulomatjeany end on expiry of the Evaluation Period and you acknowledge and agree that Eclipse Gorparaton will be under no obligation to renew or extend the Evaluadon Period. If you wish to continue using the Software You may, on payment of She applicable fees, upgrade to a full license(as further described in section 1.3 belaaw}on the !erms of this Agreement and will be issued wrth a License Key for the same_ If you do not wish ID continue So license the Software after expiry of the Evaluation Period.then You a fire-e to comply with the termination obligations set out in seorion[7.3]of this Agreement. For greater certainty,any document generated by you under an evaluation license will have a 'spoilerr or watermark on the output documen.t_ Documents generated by DocOrigin so%vare that teas a valid license key file also installed will not have the 'spoiler produced. You are not permitted Lo remove the watermark or'spoilef from documents generated using 9w scfxware under an evaluation license. 1.3 Development and Testing Lice nses_ Development and testing lice uses are avairable for pu rcha se through authorized distributors and resellers of Eclipse Corporation only. Subject to all of the terms and conditions of this Agreement, Eclipse Corporation grants You, a perpewaI (subject to 9errnination by Eclipse Corporation due to your breach of tine terms of this Agreement},nen-exclusive, non-transferable, worldwide •�• tyler 2 Exhibit D non-sub license able license m download and install a copy of the Software from www.docorigin.corn an a singFe machine and use for development and testing to create collaleraf deployable to Your production system(s). You are not entitled to•use a development and testing license for live production purposes. 1.4 Production Licenses_ Production licenses are available for purchase through authorized distributors and resellers of Eclipse Corporation only_ Subject to aIF of the terms and conditions of this Agreement, Eclipse Corporation grants You, a perpetual(subject to termination by Eclipse C Drporation due to your bleach of the t,errns of this Agreemerrt).non-exclusive,non-transferable,worrdwide non-sub license a[DW license to use the Software in accordance with the license type purchased by you as set out on your purchase order as fufb-re r described below. For greater certainty, unless otherwise agreed in a purchase order concluded with an approved distributor of the Software, and approved by Edipse Corporation, the default kense to the Software is a per-CPU license as described in A_be4ow.. A_ Per-CP U_The total number of CPU s on a computer used to operate the Software may nal exceed the licensed quafitity of CPUs_ For purposes of this license metric: (a) CPUs may c;nt3in more than one processing core, each group of two (2) processing cores is consider one (1) CPU_, and any remaining unpaired processing core, will be deemed a CPU_ (b) all CPUs on a computer an which the Software is installed shall.be deemed to operate the Software unless You configure that computer{using a reliable and uerifaah4e means of hardware or software parlftiontng)such that the total number of CPUs that actually operate the Software is less than the total number on that computer_ Virtual Machtnes CVM's') are considered as a server. Installing and configuring the software on multiple ms's requires one license per Vhvl server. An enterprise license is available upon request. Pricing Maries based on the size of th a company. B_ Per-0oeurnent This is defined as a fee per document based on the iotal number of documents generated annually by merging data with a template created by the Software. The combined dam and template produce docurnents of one or more pages_ A document may contain 1 or mare pages. For instance, a batch of invoices for 251)cust,omer5 may contain 1,N0 pages, this will be counted as 250 documents which should correspond to 251)inMcaces_ C_ Per-Surface_This is defined as a fee per surface based on the total number of surfaces generated annually by merging data with a template created by the Software. The combined data and template produce documents of one or more pages, the pages may be printed one side (one surface) or dupfexed (2 surfaces). The dcm-uments may be rendered :,a a computer file Ci.e_ PDF), each page placed in the file is considered a surface_A document may contain 1 or more surfaces_ For instance, a batch of invoices for 251) customers may contain 5fl0 pages duplexed, this will be counted as 1001)surfaces_ 1.5 Disaster Recovery License_ You may request a Disaster Recovery license of the Software for each production license You have purchased as a fai lover in the event of loss of use of the production server(s). This license is for disaster recovery purposes only and under no circumstance may the disaster recovery I mense be u sed far produ ction simutta neously with a production license with wh ich it is paired_ lis Backup Copies_ Aftef installation of the Software pursuant to this EULA, you may store a copy of the installation files for the Software solely for backup or archival purposes.Except as expressly provided in this EULA, you may nos w1herwise make cocpies of the Software or the printed malerials accompanying the 3oftbvare. 1-7 Ttkird-Farty Software License Rights. If a separate license agreement pertaining M an item of third-patty software is: delivered to You with the Software,Included in rhe Software download package,or referenced in any material that is provided with the Software,then such separate license agreement shall gove-rn Youx use of&h at ihem oi•version of Third-Party Software. Your rights in respect to any third-party software,third-party data, third-party software or other third-party conte-nt provided with the Software shall be Jirnis,ed to those rights necessary w Dpe rate the Software as permitted by thrs Agreement. No other rigt s in the Software or skird-party software are granted to You. • • t e 3 Exhibit D 2. LIICE14SE RESTRICTIONS Any copies of the Sof mare skull include all trademarits,copyright notices, restricted rights legends, proprietary markings and the like exac#y as they appear on the copy of the Software originally provided to You. You may not remove or after any copyright, trademark andror proprietary notices marked on any part ori She Software or teiated docun entaton and must reproduce all such notices on all authwixed copies of the Software and related documentation. 'You shall not sublicense,distnbute or otherwise make the Scfkwafe available to any third party (including, without Fimita n, any contractor. franchisee, agent -or dealer} without first obtaining the written agreement of(a) Ecliyse Corporation to that use, and{b) such thifd party to comply with this AgreemenL You further agree not to(i}rent,lease,sell, sub4icense, assign,or otherwise transfer the Software to anyone else;(U) directly ar indirectly use the Software or any information about the Software in the deveJoprnent of any software that is competitive with the-Software, of(iiir use the Software to operate or as a part of a time-sharing senriee, oulscureing service, sefwFce bureau, application service provider of managed service provider offering. You further agree rt,otw reverse engineer,decompfle,ordisassemb[e the Software_ 3. UPDATES,MAINTEMANCE AND SUPPORT 3.i Owing the vaJidity penod of Your License Key, You will be entitled to download the latest version of the Softw are frarn the DocOrigin website www_doccrfgin.cwn_ Use of any updates provided to You shall be gavemed by the terms and conditions of this AgreemerFt Eclipse Corporation reserves the right at any time to not release or W discontinue release of any Software and tg alt,er prices,features,sperlficauons,capabilities,functions,licensing terms,release dates,ge-neral availability or other-aharacWistics of the Software. 3.2 On expiry of your maintenance and support contract you will have the right to continue rising the cuFrent versions)of the Software which you downloaded prior to the date of expiry of your License Key. Howewer,you wilt need to renew fnainkenance and support in order to receive a new License Key that will unkrok the more current version(s) of the Software_ For grea;sr certainty, it you attempt to use an expired License Key to download the latest version of the Software, the Software wit revert to being a lacked, evaluation copy of that version of the Sof-ware. 4 INTELLECTUAL PROPERTY RIGHTS_ This EULA does not grant you any rights in connection with any trademarks or service marks of Eclipse Corporation or DocOrigin_ All title and intellecWal property rights in and to the Saftware, the accompanying printed materials, and any copies or the Software are owned by Eclipse Corporation ar its suppliers_All title and intellectual property rights in and to the content that is nal contained in the Software, but may he accessed through use of the Software,is She property of the respective content owners and may be protected by a pp ricable copyright or other irrtellecSual property laws and treaties_This EJ LA grants you no rights to use such conzsnL If this Saftware contains documentation that is provided only in electronic form, you may pnn:one copy cf such eleariwiiu documenaadon. ti. DISCLAIMER OF WARRANTIES_ TO THE GREATEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE AND TECHNICAL SUPPORT PROVIDED BY ECLIPSE CDR-POR4714N HEREUNDER ARE PROIIrDED ON A" "AS 1S'BASIS AND THERE ARE NO WARRANTFES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING UY STATUTE, 0PERA710N OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEIN OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER TI51S AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY ECLIPSE CORPORATION ECLIPSE CORPORATION DISCLAIM ANY IMPLIED WARRANTIES OR CONDITFONS OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILrTY, FJTNESS FOR A PARTICUJ-AR PURPOSE AND NON-RAFRINGEMENT_ ECLIPSE CORFIQFATIDN DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL MEET ANY OR ALL OF YOUR PART1CULAR REQUIREMENTS,THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR UNJNTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRECTED. In certain jurisdictions,some or all of the pro:isians in this Sectio-n may root be efiecli-,re or the applicable law may manda4,e a more extensive warranty in which case the appiicabie law will prevail ouerthis Agreernent. ••�•• tyler •••a 4 Exhibit D 0. INDEMNIFICATION B LIMITAT10N5 OF i_LABILrrY. 8.1 Eclipse Carporation shall defend andlor settle at its expense, arry claims, actions, aIL-gations or proceedings against You;o the extent arising out of or relating to rnisapproprialion yr infringernem by the Software of any third party's proprietary orintelleotval property right ['Claims'}, and Eclipse Corporation shall pay all damages finally awarded by a court of competent jurisdiction to such third party against You, or any settlement amounts agreed by Eclipse Corporation; subject to the conditions that, You shall notify Eclipse Corporation promptly of any You Claim5_ permit Eclipse Corporation to oanvui the defense and seufement of such Claims and assist Eclipse Corporation, at Eclipse Corporation's expense, in defending or settling such Claims. 'EcFpse Corporation shall not be liable fbr ami+settlement a mounts entered into by You without Eclipse Corporation's prior writte n approval. If Edi pse Corporation has reason to believe that it would be subject tv an injunction or continuing damaQes based on the Software,then Eclipse Corporation may(and if Eclipse Corporation or any of its customers or third party software suppliers is subject to an injunction or continuing damages based on the Software), then notwithstanding any other provision in this Agreement, Eclipse Corporacion shall be entitFed to either modify She Software .10 make it non4infringing andMr remove the misappropnated material, replace the Software or portion thereof with a service•vi-materials that:p rovide substamial ly li a sa me functionality or irdom:ation,ar, if neithe r of the foregoing is commerci�atly practicable, iaegvire You to cease using the Sanwa-re and refund to You �a)a pro rata portion of any one{I)time Fees{based on a three(3}year, straight-line depreciation schedule Elam the date of payment}, and (b)any fees that have been prepaid by You but are unused_The foregoing notwifihstanding, Eciipse Curporatian shall have no liability:or a claim of infringement or misappropriator to the extent caused by (i�the Combination of the Suftware with any other service, software, data or products nat provided or approved by Eclipse Corporation;or(i i)the use of any rnateriaf provided by You or any end risers,{iii}any bleach by You of This AgreemenL THE FOR E001NG IS ECLIPSE CORPORATION'S SOLE AND EXCLUSWE LIABILFTY,AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPIRlAFfON OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS_ TQ THE GREATEST EXTENT PERMITTED f3V APPLICABLE LAW, IN NO EVENT SHALL ECLIPSE CORPORATION BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIREC7, INCIDENTAL, SPECIAL., PUNETIVE, EXEMPLARY OR CONSEQUEN7L4L DAMAGES WHATSOEVEF� INCLUDING VW17HOUT LLMITATEOM, LEGAL EXPENSES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOST OR DAMAGED DATA, LOSS OF COMPUTER TIME, COST OF SUBSTITUTE GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCL4L OR EC ONO MLO LOSS E5 ARISING OUT OF OR IN CONNECTEOM WITH THIS AGREEMENT, EVEN IF ECLIPSE CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE. 6.2 THE ENTIRE LPABILrrY OF ECLIPSE CORPORAMOM AND YOUR EXCLUSLVE REIVEDY WITH RESPECT TO THE SOFTWARE AND TECHNICAL SUPPORT ARID ANY OTHER PRODUCTS OR SERVICES SUPPLIED BY ECLIPSE COR ORATION IM CONNECTION WITH THIS AGREEMENT FOR 13AMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER iM CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BRIE-ACH OR NEGLtGEMC-E. WILL BE LIMFTED IM THE AGGREGATE 74 THE AMOUNTS PAID BY YOU FOR THE SOFTWARE, TECHNICAL SUPPORT OR SERVICES GPVING RISE TO THE CLAIM. $.3 7HE DPSCLAPMER OF REPRESENTATIONS, WARRAWNES AND CONDITIONS AND LIMtTATION OF t1ABLLITY CGNSTITIITE AN ESSEMTLAL PART OF THIS AGREEMENT_ YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS,WARRANTIES AND CONDITIONS AND LIMLTAT1QN OF LJABLLITY, NEITHER ECLIPSE CORPORATION MOR ANY OF ITS LICENSORS OR SUPPL[ERS WOULD GRANT THE RIGHTS GRANTED JM THJS AGREEMENT. 7. TERM AKD T ERMlMATiON 7.1 7tie term of this Agreement wiPJ begin on downtoad of the Software and, in respect DF an Evaluation License, shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1, shall cantlnue for as long as You use the Software, u ntess earlier tennii,ated sooner under this section 7. 7.2 Eclipse Corporation may terminale !his Agreement in the event of any breach by 'You if such breach has not been cured within thirty(30}-days of naUceto You. No termination of this Agreement will entitle You to a refund of any amounts paid by You is Eclipse Corporation ar its appli cable distri buti>r or reseller or affect any obligations You may have to pay any outstanding amounts owing to Eclipse Curporatian or its distribWar_ ••�•• tyler 5 Exhibit D 7.3 Your rights Zo use the Software will immediately terminate upon termination aT expiration of this Agreement Within thirty (a0)days of termination or expiration of this Agreement, You shall purge all Software and all copies thereof from all computer systems arrd storage devices on which it was stored, and certify such to Ealipse Corporation H. GENERAL RROVMIOKS 8.1 No Waiver_ No delay or failure in exercising any right under this Agreerneryt-or any partral or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreernent. No consent to a breach of any express or implied term set out in Lhis Agreement constitutes consent to any subsequent breach, whether of the same or any other pro-As ion_ 8.2 Severabiktyr. If any provision of this Agreement is, or tees, unenforceable, it will be severed from this Agreement andthe remairider ofthisAgree mentwill remain in full farce and effect 8.3 Assignment You may not transfer or assign this Agreement {whether voluntarily, by operation of law, or otherwise}without Ecripse Corporation's prior written consent Edipse Corporation may assign Chas Agreement at any time without notice.This Agreement is binding upon and will inure to the benefit of both partes,and their respective successors and permrfted assigns- -13.4 Guvem}ng Law and Venue if You are located in the USA_ Thais Agreement shall be governed by the laws of the State of Texas if You are located in the USA_ ND choice of Jaws rules of any jurisdficjan shall apply to this Agreement You consent and agree that the courts of the State of Texas shin have jurisdiction over any legal action or proceeding brought by You arising out of Dr relating to this Agreement, and You consent to the jurisdiction of such courts far any such actions or proceeding. 8.5 Governing Law and Venue if You are not located in the USA. This Agreement shall be governed by the laws of She Province Df 4ntaria in Canada if You are not located in the USA . No choice of laws rules of any jurisdiction shall apply to this Agreement You consent and agree that the courts o€the Province of Ontabc, in Canada shall have jurisdiction over any Jegal action or proceeding hraughit by You arising out o€or relating to this Agreement,and You aanse nt to the jurisdiction of Such Courts for any such action or proceeding. 8.6 Entire Agreement_ This Agreement is the entire understanding and agreement between You and Eclipse Garporadonwith respect to the sibfect matter hereof, and it supersedes all prior negotiadons, cammfitments and underslandings, verbal or written, and purchase order issued by You. This Agreement may be amended or otherwise modified by Eclipse Corporation from time to time and the most recent version of the Agreement will be available on the Eclipse Corporation website www.docorigin.com_ Last Updated: July 22r 201T •+• tyler 6 Exhibit E • •••'•• tyler • technologies Exhibit E Web Services — Hosted Application Terms Tyler Technologies, Inc. will provide Client with the hosted applications indicated in the Investment Summary. The terms and conditions contained in this document only apply to Tyler's provision of those applications.Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. 1. Hosted Applications.Tyler will provide any of the following hosted applications as indicated in the Investment Summary. 1.1. Web Services: Tyler's Web Services are designed to enable Client to easily establish a presence on the Internet. Web Hosting and Design is composed of Web Hosting and Design Publishing Component and other miscellaneous components. These components may be used independently or in conjunction with each other. 1.2. Utility Billing On-Line: Tyler's Utility Billing On-Line Component allows Client to make available certain information from Client's utility billing system to customers with Internet access.This information is posted to Client's web site,which is hosted on Tyler's web server. With the proper security clearance, customers with Internet access have access to the data which can include: Consumption information,service level information, requests for service,accounting information and the opportunity to pay their Utility Bill over the Internet using a credit card. 1.3. Court On-Line: Tyler's Court On-Line Component provides the ability for municipal court fines to be paid by credit card via the Internet. This system interfaces seamlessly with Incode Municipal Court System. 1.4. On-Line Records Search:Tyler's On-Line Records Search Component allows Client to display citations and/or docket information.The website can be available for public view or locked down to secured access only.This system interfaces seamlessly with INCODE Municipal Court System. 1.5. Building Projects On-Line:Tyler's Building Projects On-Line Component allows Client to make available certain information from building projects system to customers with Internet access.This information is posted to Client's web site,which is hosted on Tyler's web server. With the proper security clearance,customers with Internet access have access to the data which can include: Building project status, inspection results, inspection scheduling and the opportunity to pay their building projects over the Internet using a credit card. 1.6. Business License On-Line:Tyler's Business License On-Line Component allows Client to make available certain information from its business license system to customers with Internet access. This information is posted to Client's web site,which is hosted on Tyler's web server. With the •..; tyler 1 Exhibit E proper security clearance, customers with Internet access have access to the data which can include: business license status, business license renewal and the opportunity to pay their business license over the Internet using a credit card. 1.7. Accounts Receivable On-Line: Tyler's Accounts Receivable On-Line Component allows Client to make available certain information from its accounts receivable system to customers with Internet access.This information is posted to Client's web site,which is hosted on Tyler's web server. With the proper security clearance,customers with Internet access have access to the data which can include: current balance,contract status,and the opportunity to pay the accounts receivable over the Internet using a credit card. 1.8. Call Center On-Line: Tyler's Call Center On-Line Component allows Client to make available certain information from Client's call center system to customers with Internet access.This information is posted to Client's web site,which is hosted on Tyler's web server. With the proper security clearance,customers with Internet access have access to the data which can include: current and past incidents, create a new incident and view status of incident. 1.9. Property Tax On-Line: Tyler's Property Tax On-Line Component allows Client to make available certain information from its Property Tax System to customers with Internet access.This information is posted to Client's web site,which is hosted on Tyler's web server. With the proper security clearance,customers with Internet access have access to the data which can include: parcel number, receipt number,tax amount due,and the opportunity to pay the Property Tax over the Internet using a credit card. 1.10.Sales Tax On-Line: Tyler's Sales Tax On-Line Component allows Client to make available certain information from Client's Sales Tax System to customers with Internet access.This information is posted to Client's web site,which is hosted on Tyler's web server. With the proper security clearance,customers with Internet access have access to the data to pay outstanding Sales Tax balances over the Internet using a credit card. 1.11.Code Enforcement Online: Tyler's Code Enforcement Online component allows Client to make available certain information from its code enforcement system to customers with Internet access. This information is posted to Client's website,which is hosted on Tyler's web server. With the proper security clearance, customers with Internet access have access to data which can include: Incident Status, Incident Results. 2. Term. Tyler will grant Client access to the hosted applications provided Client timely pay all associated fees.The term of the Client's subscription will commence on the Effective Date and will continue for ten (10)years.Thereafter,the term will be automatically extended in separate one(1)year periods. Either party may cancel this subscription to the hosted applications upon sixty(60) days written notice to the other. 3. Nature of Website.Tyler shall maintain a website for Client,allowing a user to access relevant data provided by Client.This data may include information from Client's Tyler Software system.This website will be capable of accepting payments via Secured Socket Layer(SSL)encryption and credit card or debit card charge. 4. Data Procurement.Client must setup a merchant account with Electronic Transaction System Corporation or authorized.net to be solely used for Tyler's Web Service transactions.The merchant •..; tyler • Z Exhibit E account must be set up to fund to Client's bank account.Client is responsible for all fees and expenses of the merchant account. Client must install and run Tyler Web Services to allow Tyler to transfer the necessary data from Client's system to Tyler's servers on a real time basis.Certain information,such as payment information, must be conveyed to Client.Tyler will be responsible for transferring such information to Client on a regular basis.Tyler Web Services requires a dedicated IP address; assignment of this address is Client's responsibility.While Tyler assumes responsibility for data transfer,Tyler is not responsible for accuracy of data transferred. 5. Limited License.Client's license to use the hosted applications will automatically terminate upon cancellation of this subscription,or upon Client's failure to timely pay fees or otherwise comply with this Agreement. 6. Ownership of Data.All data Client provides to Tyler for the purposes of generating the website shall remain Client's property.Should Client terminate its subscription,Tyler shall return any such data in its possession in accordance with Section F(2.7). 7. Fees. Client agrees to pay the initial fee and annual subscription fees as stated in the Investment Summary and in accordance with Tyler's Invoicing and Payment Policy.Tyler may increase the per- transaction fee for online payment no more than once per year and only upon sixty(60)days' prior written notice. •� tyler 3 • Exhibit F i y •••®•• t I e r ❖ • • technologies Exhibit F Tyler Payments Terms and Conditions [The remainder of this page is intentionally left blank.] 1 Payment Card Processing Agreement This Payment Card Processing Agreement(this"Processing Agreement")is charges)or(ii)changes in pricing by any third party provider of a product or made and entered into by and between Tyler Technologies,Inc.,a service used by Merchant.Such new prices shall be applicable as of the Delaware corporation("Tyler"),and Client(the"Merchant"). effective date established by the Association or third party provider,or as of 1. ACKNOWLEDGEMENTS any later date specified in Tyler's notice to Merchant. 1.1. By executing this Processing Agreement,Merchant is 4.3. Payment of Fees. contracting with Tyler to obtain Card processing services on Merchant's (a)Online Payments.For payments that are initiated online,a behalf. convenience fee will be assessed to the consumer for each 1.2. Merchant acknowledges that Tyler contracts with a payment payment transaction that is paid electronically using a credit processor(a"Processor"),Members,and other third party providers to or debit card.The convenience fee will be charged at the provide services under this Processing Agreement,and Merchant hereby time of the transaction and will be deposited directly into a consents to the use of such Processor,Members,and others to provide Tyler Technologies bank account from which all fees such services. associated with processing and settling the transactions will be paid. 1.3. Tyler represents that the terms and provisions of this Processing Agreement are not inconsistent with the terms and provisions of the (b)Over the Counter Payments.For payments that are initiated agreements between Tyler and such third party providers. in your offices,Tyler shall invoice Merchant for services herein on a monthly basis.Each invoice shall state the total 2. MEMBER BANK AGREEMENT REQUIRED invoiced amount and shall be accompanied by a reasonably 2.1. When Merchant's customers pay Merchant through Tyler, detailed itemization of services.Following receipt of a Merchant may be the recipient of a Card funded payment.The properly submitted invoice,the Merchant shall pay amounts organizations that operate these Card systems(such as Visa U.S.A.,Inc. owing therein thirty(30)days in arrears. and MasterCard International Incorporated;collectively,the"Associations") 5. LICENSE require that Merchant(i)enter into a direct contractual relationship with an entity that is a member of the Association and(ii)agree to comply with Tyler hereby grants Merchant a non-exclusive,revocable license to use Association Rules as they pertain to applicable Card Transactions that the Tyler Intellectual Property(as defined in Section 10.2)for the limited Merchant submits through Tyler. purpose of performing under this Processing Agreement.Unless otherwise provided in a separate agreement between Tyler and Merchant,any 2.2. Merchant shall complete an application with the Member with Intellectual Property or machinery provided by Tyler,but not developed by which Tyler has contracted,and execute an agreement with such Member Tyler,is being licensed or purchased by Merchant directly from the (the"Member Bank Agreement").By executing a Member Bank manufacturer or developer of such machinery or Intellectual Property. Agreement,Merchant is fulfilling the Association Rule of entering into a Merchant acknowledges that the license granted herein is limited to direct contractual relationship with a Member,and Merchant agrees to Merchant's use exclusively and that Merchant does not have the right to comply with Association Rules as they pertain to Transactions Merchant sub-license any of the Intellectual Property in either their original or submits for processing through the Tyler service. modified form.Merchant agrees that it shall not reverse-engineer, disassemble or decompile the Intellectual Property.Merchant shall not give 2.3. Merchant acknowledges that Tyler may have agreed to be any third party,except Merchant's employees,access to the Intellectual responsible for Merchant's obligations to a Member for such Transactions Property without Tyler's prior written consent. as set forth in the Member Bank Agreement.Member should debit the Merchant Account for chargebacks,however,in the event Member 6. THIRD PARTY PROVIDERS assesses any such chargeback or dispute related fees to Tyler,Tyler shall Tyler may,in its sole discretion,contract with alternate Members, invoice the same to Merchant. payment processors or other third party providers to provide services under 3. SETTLEMENT AND CHARGEBACKS this Processing Agreement.In such event,Merchant shall reasonably cooperate with Tyler,including the execution of a new Member Bank 3.1. Merchants Bank Account.In order to receive funds,Merchant Agreement by Merchant;provided,however,that if the terms and conditions must maintain a bank account(the"Merchant Bank Account")at a bank that of the new Member Bank Agreement are substantially different than is a member of the Automated Clearing House("ACH")system and the Merchant's existing Member Bank Agreement,then Merchant shall have Federal Reserve wire system.Merchant agrees not to close the Merchant the right to terminate this Processing Agreement. Bank Account without giving Tyler at least thirty(30)days'prior written notice and substituting another bank account.Merchant is solely liable for 7. TYLER CONFIDENTIAL AND PROPRIETARY INFORMATION all fees and costs associated with Merchant Bank Account and for all 7.1. Protection of Tyler Confidential and Proprietary Information. overdrafts.Tyler shall not be liable for any delays in receipt of funds or Merchant all not disclose,disseminate,transmit,publish,distribute,make errors in bank account entries caused by third parties,including but not available,or otherwise convey Tyler Confidential and Proprietary limited to delays or errors by the Member Bank or payment processor to Information,and Merchant shall not use,make,sell,or otherwise exploit Merchant Bank Account. any such Tyler Confidential and Proprietary Information for any purpose 3.2. Settlement.Transactions shall be settled according to the terms other than the performance of this Processing Agreement,without Tyler's of the Member Bank Agreement using the account(s)which are designated written consent,except:(a)as may be required by law,regulation,judicial, by Merchant. or administrative process;or(b)as required in litigation pertaining to this Processing Agreement,provided that Tyler is given advance notice of such 3.3. Chargebacks.Chargebacks shall be paid by Merchant in intended disclosure in order to permit it the opportunity to seek a protective accordance with the Member Bank Agreement. order.Merchant shall ensure that all individuals assigned to perform services herein shall abide by the terms of this Section 7.1 and shall be 3.4. Retrieval Requests.Merchant is required by the Associations to responsible for breaches by such persons. store original documentation,and to timely respond to Retrieval Requests, of each Transaction for at least six months from the date of the respective 7.2. Judicial Proceedings.If Merchant is requested or required(by Transaction,and to retain copies of all such data for at least 18 months oral questions,interrogatories,requests for information or documents in from the date of the respective Transaction.Merchant is responsible for legal proceedings,subpoena,civil investigative demand,or other similar any Chargebacks that result from Merchant's failure to timely respond to process)to disclose any Tyler Confidential and Proprietary Information, Retrieval Requests for documentation relating to a Transaction. Merchant shall provide Tyler with prompt written notice of such request or requirement so that Tyler may seek protective orders or other appropriate 4. FEES AND INVOICING remedies and/or waive compliance with the provisions of this Processing 4.1. Schedule A.Merchant agrees to pay Tyler the fees set forth in Agreement.If,in the absence of a protective order or other remedy or the Schedule A for services provided by Tyler in accordance with this receipt of a waiver by Tyler,Merchant nonetheless is legally compelled to Agreement. disclose Tyler Confidential and Proprietary Information to any court or tribunal or else would stand liable for contempt or suffer other censure or 4.2. Adjustments to Pricing.By giving written notice to Merchant, penalty,Merchant may,without liability herein,disclose to such court or Tyler may change Merchant's fees,charges and discounts resulting from(i) tribunal only that portion of Tyler Confidential and Proprietary Information changes in Association fees(such as interchange,assessments and other which the court requires to be disclosed,provided that Merchant uses reasonable efforts to preserve the confidentiality of Tyler Confidential and Tyler's choice and at Tyler's expense and shall indemnify Merchant Proprietary Information,including,without limitation,by cooperating with against any liability,damages,and costs resulting from such claim. Tyler to obtain an appropriate protective order or other reliable assurance Without waiving any rights pursuant to sovereign immunity,Merchant that confidential treatment shall be accorded Tyler Confidential and shall cooperate with and may monitor Tyler in the defense of any claim, Proprietary Information. action,or proceeding and shall,if appropriate,make employees available 8. REPRESENTATIONS AND WARRANTIES as Tyler may reasonably request with regard to such defense.This indemnity does not apply to the extent that such a claim is attributable to 8.1. No Actions,Suits,or Proceedinqs. There are no actions,suits, modifications to the Intellectual Property made by Merchant,or any third or proceedings,pending or,to the knowledge of Tyler,threatened,that shall party pursuant to Merchant's directions,or upon the unauthorized use of have a material adverse effect on Tyler's ability to fulfill its obligations the Intellectual Property by Merchant. pursuant to or arising from this Processing Agreement. 10.3. If the Intellectual Property becomes the subject of a claim of 8.2. Compliance with Laws.In performing this Processing infringement or misappropriation of a copyright,patent,or trade secret or Agreement,Tyler shall comply with all applicable material licenses,legal the violation of any other contractual or proprietary right of any third certifications,or inspections.Tyler shall also comply in all material respects party,Tyler shall,at its sole cost and expense,select and provide one of with applicable federal,state,and local statutes,laws,ordinances,rules, the following remedies,which selection shall be in Tyler's sole discretion: and regulations. (a)promptly replace the Intellectual Property with a compatible, functionally equivalent,non-infringing system;or(b)promptly modify the 8.3. Ownership.Tyler is a Delaware corporation that is listed for Intellectual Property to make it non-infringing;or(c)promptly procure the trading on the New York Stock Exchange.No director,officer,or 5%or right of Merchant to use the Intellectual Property as intended. more stockholder shall,during the course of this Processing Agreement, receive or confer improper personal benefits or gains associated with the 10.4. General Indemnification. Tyler will indemnify and hold performance of the services outlined in this Processing Agreement. harmless Merchant and its agents,officials,employees,and insurers from and against any and all third-party claims,losses,liabilities, 8.4. Certain Business Practices.Neither Tyler nor any of its damages,costs,and expenses(including reasonable attorney's fees and principals is presently debarred,suspended,proposed for debarment, costs)for(a)personal injury or property damage to the extent caused by declared ineligible,or voluntarily excluded from participating in this Tyler's negligence or willful misconduct;or(b)Tyler's violation of PCI- Processing Agreement by any federal department or agency.Tyler further DSS requirements or a law applicable to its performance under this represents and warrants that it is not listed on any local,state or federal Agreement. Merchant must notify Tyler promptly in writing of the claim consolidated list of debarred,suspended,and ineligible contractors and and give Tyler sole control over its defense or settlement. Merchant grantees.No person(other than permanent employees of Tyler)has been agrees to provide Tyler with reasonable assistance,cooperation,and engaged or retained by Tyler to solicit,procure,receive,accept,arrange,or information in defending the claim at Tyler's expense. secure this Processing Agreement for any compensation,consideration,or value. 11. TAXES 9. LIMITATION OF LIABILITY 11.1. Tax Exempt Status.Merchant is a governmental tax-exempt entity and shall not be responsible for any taxes for any Licensed Property TYLER'S LIABILITY TO MERCHANT FOR DAMAGES ARISING OUT or services provided for herein,whether federal or state.The fees paid to OF OR IN CONNECTION WITH THIS PROCESSING AGREEMENT, Tyler pursuant to this Processing Agreement are inclusive of any WHETHER BASED ON A THEORY OF CONTRACT OR TORT, applicable sales,use,personal property,or other taxes attributable to INCLUDING NEGLIGENCE AND STRICT LIABILITY,SHALL BE periods on or after the Effective Date of this Processing Agreement. LIMITED TO THE TOTAL FEES PAID TO TYLER UNDER THIS PROCESSING AGREEMENT(NET OF ASSOCIATION 11.2. Employee Tax Obligations.Each party accepts full and INTERCHANGE,ASSESSMENTS AND FINES)FOR THE ONE- exclusive liability for the payment of any and all contributions or taxes for YEAR PERIOD PRIOR TO THE TIME THE LIABILITY AROSE. Social Security,Workers'Compensation Insurance,Unemployment Insurance,or Retirement Benefits,Pensions,or annuities now or hereafter WHILE BOTH PARTIES ACKNOWLEDGE THAT THIS IS AN imposed pursuant to or arising from any state or federal laws which are AGREEMENT FOR SERVICES TO WHICH THE UNIFORM measured by the wages,salaries,or other remuneration pay to persons COMMERCIAL CODE DOES NOT APPLY,IN NO EVENT SHALL employed by such party for work performed under this Processing TYLER BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL,OR Agreement. SPECIAL DAMAGES OF ANY KIND,INCLUDING,WITHOUT LIMITATION,LOST REVENUES OR PROFITS,OR LOSS OF 12. TERM,SUSPENSION,AND TERMINATION BUSINESS OR LOSS OF DATA ARISING OUT OF THIS 12.1. Term.The tern of this Processing Agreement(the"Term")shall PROCESSING AGREEMENT,IRRESPECTIVE OF WHETHER THE commence on the Effective Date and shall continue in effect for three PARTIES HAVE ADVANCE NOTICE OF THE POSSIBILITY OF SUCH years;provided,however,that at the end of such initial term,and on each DAMAGE. subsequent anniversary of the Effective Date,the term shall automatically 10. INDEMNIFICATION extend for an additional year unless either party provides,at least ninety (90)days prior to the end of the then current term,written notice that it does 10.1. Chargebacks.Merchant acknowledges that Tyler has agreed to not wish to extend the term or otherwise terminates the agreement for be responsible for Merchant's obligations to a Member for Transactions and Cause pursuant to Section 12.2. Association Rules as set forth in the Member Bank Agreement.Member should debit the Merchant Account for chargebacks,however,in the event 12.2. Termination for Cause.Either party may terminate this Member assesses any such chargeback or dispute related fees to Tyler, Processing Agreement for Cause,provided that such party follows Tyler shall invoice the same to Merchant. the procedures set forth in this Section'!2.2. 10.2. Intellectual Property. (a)For purposes of this Section,"Cause"means either: (a) Tyler retains all ownership and copyright interest in and to (i) a material breach of this Processing Agreement, any and all intellectual property,computer programs,related which has not been cured within ninety(90)days of the date documentation,technology,know how and processes developed by such party receives written notice of such breach; Tyler and provided in connection with this Processing Agreement (collectively,the"Intellectual Property"), (ii) if Tyler services provided under this Processing Agreement fail to conform to generally accepted standards for such (b) Notwithstanding any other provision of this Processing services in the Card processing industry and,after ninety(90)days Agreement,if any claim is asserted,or action or proceeding brought written notice,Tyler does not rectify its failure of performance; against Merchant that alleges that all or any part of the Intellectual Property,in the form supplied,or modified by Tyler,or Merchant's use (iii) the failure by Merchant to timely pay when due any thereof,infringes or misappropriates any United States intellectual fees owed to Tyler pursuant to this Processing Agreement and any property,intangible asset,or other proprietary right,title,or interest delinquent amounts remain outstanding for a period of thirty(30) (including,without limitation,any copyright or patent or any trade secret days after Tyler provides written notice of its intent to terminate for right,title,or interest),or violates any other contract,license,grant,or failure to pay; other proprietary right of any third party,Merchant,upon its awareness, (iv) breach of Section 7;or shall give Tyler prompt written notice thereof.Tyler shall defend,and hold Merchant harmless against,any such claim or action with counselof (v) if Tyler becomes insolvent or bankrupt,or is the subject of any proceedings relating to its liquidation or insolvency or for the appointment of a receiver or similar officer for it,has a receiver of its assets or property appointed or makes an assignment for the benefit of all or substantially all of its creditors, or institutes or causes to be instituted any proceeding in Processing Agreement or the breach thereof shall be governed by the laws of bankruptcy or reorganization or rearrangement of its affairs. the state of Merchant's domicile,without regard to or application of choice of law (b) No party may terminate this Processing Agreement rules or principles. under Section 12.2(a)(i)unless it cooperates in good faith with 14.11.Audit.Tyler shall maintain complete and accurate records of all the alleged breaching party during the cure period and complies work performed pursuant to and arising out of this Processing Agreement. in good faith with the dispute resolution procedures set forth in Merchant may,upon the written request,audit any and all records of Tyler Section 13 following such period. relating to services provided herein.Merchant shall provide Tyler twenty- four hour notice of such audit or inspection.Tyler shall have the right to (c) In the event either party terminates this Processing exclude from such inspection any Tyler Confidential and Proprietary Agreement pursuant to this Section 12.2,each party shall return all Information not otherwise required to be provided to Merchant as a part of products,documentation,confidential information,and other information this Processing Agreement.Tyler shall make such books and records disclosed or otherwise delivered to the other party prior to such available to Merchant during normal business hours.Any such audit shall termination,all revocable licenses shall terminate. be conducted at Tyler's principal place of business during Tyler's normal 12.3. Survival.The following provisions shall survive after the Term of business hours and at Merchant's sole expense. this Processing Agreement:3;4;4.3;7; 10;11; 12; 13;14;and 15. 14.12.No Third Party Beneficiaries.Nothing in this Processing 13. DISPUTE RESOLUTION Agreement is intended to benefit,create any rights in,or otherwise vest any Any dispute arising out of,or relating to,this Processing Agreement rights upon any third party. that cannot be resolved within five(5)Business Days shall be referred to 14.13.Contra Proferentem. The doctrine of contra proferentem shall the individual reasonably designated by Merchant and Tyler's Vice not apply to this Processing Agreement.If an ambiguity exists in this President of Courts and Justice Systems Division assigned to Merchant's Processing Agreement,or in a specific provision,neither the Agreement nor account("Intermediary Dispute Level").Any dispute that cannot be resolved the provision shall be construed against the party who drafted the in ten(10)Business Days at the Intermediary Dispute Level shall then be Agreement or provision. referred to Merchant's chief executive officer or other individual reasonably designated by Merchant and Tyler's President of Courts and Justice 14.14.Force Majeure.No party to this Processing Agreement shall be Systems Division("Executive Dispute Level"),at such time and location liable for delay or failure in the performance of its contractual obligations reasonably designated by the parties.Any negotiations pursuant to this arising from any one or more events that are beyond its reasonable control, Section are confidential and shall be treated as compromise and settlement including,without limitation,acts of God,war,terrorism,and riot.Upon negotiations for purposes of the applicable rules of evidence.For any such delay or failure affecting one party,that party shall notify the other dispute that the parties are unable to resolve through informal discussions party and use all reasonable efforts to cure or alleviate the cause of such or negotiations or pursuant to the dispute resolution and escalation delay or failure with a view to resuming performance of its contractual procedures set forth in this Processing Agreement,the parties shall submit obligations as soon as practicable.Notwithstanding the foregoing,in every the matter to mediation prior to the commencement of any legal proceeding. case the delay or failure to perform must be beyond the control and without The foregoing shall not apply to claims for equitable relief under Section 7. the fault or negligence of the party claiming excusable delay.Any performance times pursuant to or arising from this Processing Agreement 14. MISCELLANEOUS shall be considered extended for a period of time equivalent to the time lost 14.1. Assignment.Neither party may assign this Processing because of any delay that is excusable herein. Agreement or any of its respective rights or obligations herein to any third 14.15.Equitable Relief.Each party covenants,represents,and party without the express written consent of the other party,which consent warrants that any violation of this Processing Agreement by such party with shall not be unreasonably withheld. respect to its respective obligations set forth in Section 7 shall cause 14.2. Cumulative Remedies.Except as specifically provided herein, irreparable injury to the other party and shall entitle the other party to no remedy made available herein is intended to be exclusive of any other extraordinary and equitable relief by a court of competent jurisdiction, remedy,and each and every remedy shall be cumulative and shall be in including,without limitation,temporary restraining orders and preliminary addition to every other remedy provided herein or available at law or in and permanent injunctions,without the necessity of posting bond or equity. security. 14.3. Notices.Except as otherwise expressly specified herein,all 15. CERTAIN DEFINITIONS notices,requests or other communications shall be in writing and shall be 15.1. Association means a group of Card issuer banks or debit networks deemed to have been given if delivered personally or mailed,by certified or that facilitates the use of payment cards accepted under this Processing registered mail,postage prepaid,return receipt requested,to the parties at Agreement for processing,including,without limitation,Visa,U.S.A.,Inc., their respective addresses set forth on the signature page hereto,or atsuch MasterCard International,Inc.,Discover Financial Services,LLC and other other addresses as may be specified in writing by either of the parties.All credit and debit card providers,debit network providers,gift cardand other notices,requests,or communications shall be deemed effective upon stored value and loyalty program providers.Associations also includes the personal delivery or three(3)days following deposit in the mail. Payment Card Industry Security Standards Council. 14.4. Counterparts.This Processing Agreement may be executed in 15.2. Association Rules means the bylaws,rules,and regulations,as one or more counterparts,each of which shall be deemed an original,but they exist from time to time,of the Associations. all of which together shall constitute one and the same instrument. 15.3. Card or Payment Card means an account,or evidence of an 14.5. Waiver.The performance of any obligation required of a party account,authorized and established between a Cardholder and an herein may be waived only by a written waiver signed by the other party, Association,or representatives or members of a Association that Merchant which waiver shall be effective only with respect to the specific obligation accepts from Cardholders as payment for a good or service.Payment described therein. Instruments include,but are not limited to,credit and debit cards,stored value cards,loyalty cards,electronic gift cards,authorized account or 14.6. Entire Agreement.This Processing Agreement constitutes the access numbers,paper certificates and credit accounts. entire understanding and contract between the parties and supersedes any and all prior or contemporaneous oral or written representations or 15.4. Cardholder means the person to whom a Card is issued or who communications with respect to the subject matter hereof. is otherwise entitled to use a Card. 14.7. Amendment.This Processing Agreement shall not be modified, 15.5. Chargeback means a reversal of a Card sale Merchant amended,or in any way altered except by an instrument in writing signed previously presented pursuant to Association Rules. by the properly delegated authority of each party.All amendments or modifications of this Processing Agreement shall be binding upon the 15.6. Member or Member Bank means an entity that is a member of parties despite any lack of consideration. the Associations. 14.8. Severability of Provisions.In the event any provision hereof is 15.7. Processing Agreement means this Payment Card Processing found invalid or unenforceable pursuant to judicial decree,the remainder of Agreement,including all exhibits attached hereto and to be attached this Processing Agreement shall remain valid and enforceable according to throughout the Term of this Processing Agreement,all of which are its terms. incorporated by reference herein. 14.9. Relationship of Parties.The parties intend that the relationship 15.8. Retrieval Request means a request for information by a between the parties created pursuant to or arising from this Processing Cardholder or Card issuer relating to a claim or complaint concerning Agreement is that of an independent contractor only.Neither party shall be Card sale Merchant has made. considered an agent,representative,or employee of the other party for any purpose. 14.10.Governing Law.Any dispute arising out of or relating to this 15.9. Transaction means the evidence and electronic record of a sale bulletins,customer lists and data,sales data,cost data,profit data,financial or lease transaction representing payment by use of a Card or of a statements,strategic planning data,financial planning data,designs,logos, refund/credit to a Cardholder. proposed trademarks or service marks,test results,product or service literature,product or service concepts,process data,specification data, 15.10.Tyler Confidential and Proprietary Information means all know how,software,databases,database layouts,design documents, information in any form relating to,used in,or arising out of Tyler's release notes,algorithms,source code,screen shots,other research and operations and held by,owned,licensed,or otherwise possessed by Tyler development information and data,and Intellectual Property. (whether held by,owned,licensed,possessed,or otherwise existing in,on Notwithstanding the foregoing,Tyler Confidential and Proprietary or about Tyler's premises or Merchant's offices,residence(s),or facilities Information does not include information that:(a)becomes public other than and regardless of how such information came into being,as well as as a result of a disclosure by Merchant in breach hereof;(b)becomes regardless of who created,generated or gathered the information), available to Merchant on a non-confidential basis from a source other than including,without limitation,all information contained in,embodied in(in Tyler,which is not prohibited from disclosing such information by obligation any media whatsoever)or relating to Tyler's inventions,ideas,creations, to Tyler;(c)is known by Merchant prior to its receipt from Tyler without any works of authorship,business documents,licenses,correspondence, obligation of confidentiality with respect thereto;or(d)is developed by operations,manuals,performance manuals,operating data,projections, Merchant independently of any disclosures made by Tyler. [Remainder of this page intentionally left blank] City Of Tigard, Oregon SCHEDULE A - Tyler Enterprise & Payments Monthly&Annualized Costs Description Cost Access to City Administration Monthly Cost—To brand,customize,access reports and $0.00 payment data with unlimited logins,support and upgrades to Enterprise&Tyler Payments Development Costs One Time Cost—complete integration into Tyler billing and $0.00 cashiering platforms Customized Marketing Annual Cost—assistance with the crafting of marketing No Cost materials for your City and residents to help increase initial usage and continued adoption Training and Support Monthly Cost—continued training and support to ensure a $79.00 successful launch and continued success of the Tyler $0.00 Payments,Enterprise platform lectronic Payment Costs to Payer Card Cost—per non-utility card transaction with Visa, 2.95% MasterCard,Discover and AMEX $1.95 minimum Utility Card Cost—per utility card transaction with Visa, $3.95 MasterCard,Discover $300 Cap* !Check Cost—per electronic check transaction $1.95 Electronic Payment Costs if City Chooses to Absorb Fees Card Cost—per card transaction with Visa,MasterCard, $.75 Discover,AMEX optional,plus interchange and card brand fees eCheck Cost—per electronic check transaction $1.50 Miscellaneous Costs Incode Court Fee—per transaction for site maintenance and $1.25 support passed to City or payer Credit Card Chargebacks—if a card payer disputes a $10 transaction at the card issuing bank(e.g.stolen card) eCheck Rejects—when an echeck transaction comes back as $5 declined(typically client will charge their own reject fee to the payer) Card Terminals—per device,per month. Covers encryption, $25 service,maintenance and support MEOW *Tyler Payments will work with the City on a cap that works best,if the transaction is larger than the cap,a second transaction would need to be ran Accepted by the City of Tigard,OR Accepted by Tyler Technologies Printed Name: Printed Name: Title: Title: Date: Date: Signature: Signature: *Please note that additional paperwork will be required to open merchant account or accounts for payment processing,a representative of Tyler Payments will reach out to help with this process.By signing this document,the City of Tigard,OR,agrees to the Payment Card Processing Agreement.A nominal increase on absorbed card transactions may apply annually to account for increased processing costs. tylerErn Rowe ri rig people who serve t he pu I}lic ��� �� �2Q20 TylerTerr�rolo�5rx hr,All rl�rts rt�rurd. Exhibit G i •••••• tyler technologies Exhibit G Statements of Work [The remainder of this page is intentionally left blank.] 1 Statement of Work Tyler Technologies Prepared for: City of Tigard Mike Nolop 13125 SW Hall Blvd Ste A, Tigard, OR 97223-8167 Prepared by: Kyle Johnson One Tyler Drive,Yarmouth, ME 04096 Tyler Technologies, Inc. www.tylertech.com • • •'• Revised:2/13/2020 tyler.•����• technologes Table of Contents 1 Executive Summary...............................................................................................................................7 1.1 Project Overview...........................................................................................................................7 1.2 Product Summary .........................................................................................................................7 1.3 Project Timeline............................................................................................................................9 1.4 Project Methodology Overview....................................................................................................9 1.5 Project Collaboration Software/Tools ........................................................................................10 2 Project Governance.............................................................................................................................11 2.1 Client Governance.......................................................................................................................11 2.1.1 Client Project Manager.......................................................................................................11 2.1.2 Steering Committee............................................................................................................11 2.1.3 Executive Sponsor(s)...........................................................................................................12 2.2 Tyler Governance........................................................................................................................12 2.2.1 Tyler Project Manager.........................................................................................................12 2.2.2 Tyler Implementation Management...................................................................................12 2.2.3 Tyler Executive Management .............................................................................................12 2.3 Acceptance and Acknowledgment Process................................................................................12 3 Overall Project Assumptions...............................................................................................................14 3.1 Project, Resources and Scheduling.............................................................................................14 3.2 Data Conversion..........................................................................................................................15 3.3 Data Exchanges, Modifications, Forms and Reports ..................................................................15 3.4 Hardware and Software..............................................................................................................16 3.5 Education ....................................................................................................................................16 3.6 Environments and Databases .....................................................................................................16 4 Implementation Stages.......................................................................................................................18 4.1 Work Breakdown Structure (WBS) .............................................................................................18 4.2 Initiate & Plan (Stage 1) ..............................................................................................................19 4.2.1 Tyler Internal Coordination & Planning..............................................................................19 4.2.2 System Infrastructure Planning...........................................................................................20 4.2.3 Project/Phase Planning.......................................................................................................21 2/70 ••., tyler 4.2.4 Project Schedule .................................................................................................................22 4.2.5 Stakeholder Presentation ...................................................................................................23 4.2.6 Control Point 1: Initiate & Plan Stage Acceptance..............................................................24 4.3 Assess& Define (Stage 2)............................................................................................................25 4.3.1 Fundamentals Review.........................................................................................................25 4.3.2 Current/Future State Analysis.............................................................................................26 4.3.3 Data Conversion Planning& Mapping................................................................................27 4.3.4 Standard 3rd Party Data Exchange Planning.......................................................................28 4.3.5 Modification Analysis &Specification, if contracted..........................................................29 4.3.6 Forms & Reports Planning ..................................................................................................30 4.3.7 System Deployment............................................................................................................31 4.3.8 Control Point 2: Assess& Define Stage Acceptance...........................................................32 4.4 Build &Validate (Stage 3) ...........................................................................................................34 4.4.1 Configuration & Power User Training.................................................................................34 4.4.2 Data Conversion &Validation.............................................................................................35 4.4.3 Standard 3rd Party Data Exchange Validation....................................................................36 4.4.4 Modification Delivery&Validation, if contracted..............................................................37 4.4.5 Forms & Reports Validation................................................................................................38 4.4.6 Control Point 3: Build &Validate Stage Acceptance...........................................................39 4.5 Final Testing&Training(Stage 4) ...............................................................................................40 4.5.1 Cutover Planning.................................................................................................................40 4.5.2 User Acceptance Testing(UAT)...........................................................................................41 4.5.3 End User Training................................................................................................................42 4.5.4 Control Point 4: Final Testing&Training Stage Acceptance...............................................43 4.6 Production Cutover(Stage 5)......................................................................................................44 4.6.1 Final Data Conversion, if applicable....................................................................................44 4.6.2 Production Processing&Assistance...................................................................................45 4.6.3 Transition to Tyler Support.................................................................................................46 4.6.4 Schedule Post-Production Services, if applicable ...............................................................47 4.6.5 Control Point 5: Production Cutover Stage Acceptance.....................................................48 4.7 Phase/Project Closure (Stage 6)..................................................................................................49 4.7.1 Close Phase/Project............................................................................................................49 3/70 ••i•• tyler • 4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance.................................................50 4.8 Tyler Software Acceptance. ........................................................................................................50 5 Roles and Responsibilities...................................................................................................................52 5.1 Tyler Roles and Responsibilities..................................................................................................52 5.1.1 Tyler Executive Management .............................................................................................52 5.1.2 Tyler Implementation Management...................................................................................52 5.1.3 Tyler Project Manager.........................................................................................................52 5.1.4 Tyler Implementation Consultant.......................................................................................53 5.1.5 Tyler Sales ...........................................................................................................................54 5.1.6 Tyler Software Support.......................................................................................................54 5.1.7 Tyler SaaS Technicians ........................................................................................................54 5.2 Tigard Roles and Responsibilities................................................................................................54 5.2.1 Tigard Executive Sponsor....................................................................................................55 5.2.2 Tigard Steering Committee.................................................................................................55 5.2.3 Tigard Project Manager.......................................................................................................55 5.2.4 Tigard Functional Leads ......................................................................................................56 5.2.5 Tigard Power Users.............................................................................................................57 5.2.6 Tigard End Users .................................................................................................................57 5.2.7 Tigard Technical Support....................................................................................................58 5.2.8 Tigard Upgrade Coordinator...............................................................................................58 5.2.9 Tigard Project Toolset Coordinator.....................................................................................58 5.2.10 Tigard Change Management Lead ......................................................................................58 5.3 EnerGov Preliminary Conversion Summary................................................................................59 5.4 Community Development...........................................................................................................59 5.5 Business Management................................................................................................................59 6 Munis Preliminary Conversion Summary............................................................................................61 6.1 Accounting COA..........................................................................................................................61 6.2 Accounting-Actuals ...................................................................................................................61 6.3 Accounting- Budgets..................................................................................................................61 6.4 Accounts Payable Master............................................................................................................61 6.5 Accounts Payable -Checks..........................................................................................................61 6.6 Accounts Payable - Invoices........................................................................................................61 4/70 ••i••. t y I e r • 6.7 Business License Master.............................................................................................................61 6.8 Business License- Bills................................................................................................................61 6.9 Contracts.....................................................................................................................................62 6.10 Capital Assets Master..................................................................................................................62 6.11 General Billing CID.......................................................................................................................62 6.12 Inventory Master........................................................................................................................62 6.13 Payroll .........................................................................................................................................62 6.14 Payroll-Accumulators ...............................................................................................................62 6.15 Payroll-Accrual Balances ..........................................................................................................62 6.16 Payroll-Check History...............................................................................................................63 6.17 Payroll-Certifications................................................................................................................63 6.18 Payroll-Earning/Deduction Hist................................................................................................63 6.19 Payroll - Deductions....................................................................................................................63 6.20 Payroll-Education .....................................................................................................................63 6.21 Payroll-Position Control............................................................................................................63 6.22 Payroll-PM Action History........................................................................................................63 6.23 Payroll-Recruiting.....................................................................................................................63 6.24 Payroll-State Retirement Tables...............................................................................................63 6.25 Purchase Orders..........................................................................................................................64 6.26 Project Grant Accounting............................................................................................................64 6.27 Project Grant Accounting-Actuals.............................................................................................64 6.28 Project Grant Accounting-Budget ............................................................................................64 6.29 Utility Billing................................................................................................................................64 6.30 Utility Billing-Services................................................................................................................64 6.31 Utility Billing-Assessments ........................................................................................................64 6.32 Utility Billing-Consumption History...........................................................................................64 6.33 Utility Billing-Balance Forward AR.............................................................................................64 6.34 Utility Billing-Service Orders......................................................................................................65 6.35 Utility Billing-Backflow ..............................................................................................................65 6.36 Asset Maintenance-Work Order Assets...................................................................................65 6.37 Asset Maintenance-Closed Work Order History No Cost Data................................................65 6.38 Asset Maintenance-Work Order History with Cost Data .........................................................65 5/70 ••i••. t y I e r • 7 EnerGov Definitions............................................................................................................................66 7.1 "Unique Business Transactions" .................................................................................................66 7.2 "Template Transactions" ............................................................................................................66 7.3 "Geo-Rules".................................................................................................................................66 7.4 "Intelligent Objects (10)...............................................................................................................67 7.5 "Intelligent Automation Agents (IAA)„ .......................................................................................67 7.6 "EnerGov SDK API (Toolkits)........................................................................................................67 8 Glossary...............................................................................................................................................68 6/70 •%. tyler • 1 Executive Summary 1.1 Project Overview The Statement of Work(SOW) documents the Project Scope, methodology, roles and responsibilities, implementation Stages, and deliverables for the implementation of Tyler products. The Project goals are to offer City of Tigard the opportunity to make Tigard more accessible and responsive to external and internal customer needs and more efficient in its operations through: • Streamlining, automating, and integrating business processes and practices • Providing tools to produce and access information in a real-time environment • Enabling and empowering users to become more efficient, productive, and responsive • Successfully overcoming current challenges and meeting future goals 1.2 Product Summary Below, is a summary of the products included in this Project, as well as reference to Tigard's functional area utilizing the Tyler product(s). Refer to the Implementation Stages section of this SOW for information containing detailed service components. The Project Timeline establishes a start and end date for each Phase of the Project. Work Package 4.2.3 ("Project/Phase Planning") will produce the authoritative timeline for the project and accounts for resource availability, business goals, size and complexity of the Project. It will further address which functionality areas and modules will be addressed during each phase. The dates for each Phase provided below are estimates based on preliminary discussions and assumptions regarding resource availability. The dates do not represent any contractual commitment and will not be referenced to trigger payment or to enforce deadlines for specific project activities. ModulesPhase Functional Areas Date Go-Live Date 1 Financials • Accounting General Ledger October July 2022 • Accounts Payable 2020 • Bid Management • Budgeting • Capital Assets • Cash Management • Contract Management • Employee Expense Reimbursement • Project&Grant Accounting • Purchasing • eProcurement • Tyler Notify • CAFR Statement Builder 7/70 •• , t y e r Phase Functional • • D. Go-Live Date System Wide • Munis Analytics & Reporting o Tyler Reporting Services o Munis Office o HUB • Tyler ReadyForms Processing • Tyler Content Manager SE 2 EnerGov • Business Management Suite January July 2023 • Community Development Suite 2022 • Citizen Self Service—Business Management • Citizen Self Service—Community Development • Server Extensions Bundle • Development Suite • E-Reviews • Workforce Apps • IVR Gateway • Report Toolkit • Requestor Access License • Tyler 311 • Tyler GIS 3 Human Capital • Payroll w/Employee Self Service April 2021 July 2022 Management • HR &Talent Management • ExecuTime Time&Attendance • ExecuTime Time &Attendance Mobile • Recruiting • Risk Management 3b ExecuTime • Advance Scheduling Oct 2022 January Advance • Advance Scheduling Mobile Access 2023 Scheduling 4 Utility Billing/ • Utility Billing CIS October January Revenues • UB Interface 2021 2023 • Citizen Self Service • Central Property File • MyCivic Bundle • Accounts Receivable • General Billing • Tyler Cashiering • Tyler Payments 8/70 so ty!er Phase Functional • • D. Go-Live ��& L _1i 5 Enterprise Asset • Asset Maintenance February September Maintenance • Asset Performance 2021 2022 • Inventory • Quatred Asset Scanning Interface • Quatred Inventory Scanning Interface 6 Socrata • Capital Projects Explorer August January • Open Finance 2022 2023 7 Incode • Courts January January 2023 2024 1.3 Project Timeline The Project Timeline establishes a start and end date for each Phase of the Project. Developed during the Initiate & Plan Stage and revised as mutually agreed to, if needed,the timeline accounts for resource availability, business goals, size and complexity of the Project, and task duration requirements. Duration Module (Months) Project Schedule in Months Phase 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 a o" .1 o" ¢ u ¢' o z° o a a' o z° o" a = a' o z° o" 1 Munis Financials 21 2 H—g— 18 CN£ 3 Munis PIUIIIL IS 3a HT Adv Sched 3 4 Utih Bdlin &M 15 5 HAM 19 6 Socrata-Pinance 5 7 Incode Courts 6 uve *Tyler recommends only -6 month overlaps 'Tyler recommends only two phases overlap at once 1.4 Project Methodology Overview Tyler bases its implementation methodology on the Project Management Institute's (PMI) Process Groups (Initiating, Planning, Executing, Monitoring&Controlling, and Closing). Using this model,Tyler developed a 6-stage process specifically designed to focus on critical project success measurement factors. Tailored specifically for Tyler's public sector clients,the project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to Scope, budget,timeline controls, effective communications, and quality standards. Clearly defined,the project methodology repeats consistently across Phases, and is scaled to meet Tigard's complexity, and organizational needs. 9/70 0000 010. 0 tyler is technologies 1.5 Project Collaboration Software/Tools Tyler will provide a SharePoint site that will serve as the primary collaboration tool for use on the project. The SharePoint site will contain the project plan, all Tyler project documents, any Client project documents, any deliverables, sign offs, change orders or other documents that will be shared with the project team. Current assumption is that SharePoint will be available for at least 12 months after the last phase Production Cut-Over date. 10'70 •0 0 tyler is technologies 2 Project Governance The purpose of this section is to define the resources required to adequately establish the business needs, objectives, and priorities for the Project; communicate the goals to other project participants; and provide support and guidance to accomplish these goals. Project governance also defines the structure for issue escalation and resolution, Change Control review and authority, and organizational Change Management activities. The preliminary governance structure establishes a clear escalation path when issues and risks require escalation above the project manager level. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage. The path below illustrates an overall team perspective where Tyler and Tigard collaborate to resolve project challenges according to defined escalation paths. In the event project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk,Tyler implementation management and Tigard steering committee become the escalation points to triage responses prior to escalation to Tigard 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.Tigard and Tyler executive sponsors serve as the final escalation point. 2.1 Client Governance Depending on Tigard's organizational structure and size, the following governance roles may be filled by one or more people: 2.1.1 Client Project Manager Tigard's project manager(s) coordinate project team members, subject matter experts, and the overall implementation schedule and serves as the primary point of contact with Tyler.Tigard project manager(s) will be responsible for reporting to Tigard steering committee and determining appropriate escalation points. 2.1.2 Steering Committee Tigard steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation of the Project's value throughout the organization. Oversees Tigard project manager(s) and the Project and through participation in regular internal meetings,Tigard steering committee remains updated on all project progress, project decisions, and achievement of project milestones.Tigard steering committee also provides support to the Tigard project manager(s) by communicating the importance of the Project to all impacted departments.Tigard steering committee is responsible for ensuring the Project has appropriate resources, provides strategic direction to the project 11,70 ••:'o. tyler •� technologies team,for making timely decisions on critical project issues or policy decisions.Tigard steering committee also serves as primary level of issue resolution for the Project. 2.1.3 Executive Sponsor(s) Tigard's executive sponsor provides support to the Project by allocating resources, providing strategic direction, and communicating key issues about the Project and the Project's overall importance to the organization. When called upon, the executive sponsor also acts as the final authority on all escalated project issues.The executive sponsor engages in the Project, as needed, in order to provide necessary support, oversight,guidance, and escalation, but does not participate in day-to-day project activities.The executive sponsor empowers the Tigard steering committee, project manager(s), and functional leads to make critical business decisions for Tigard. 2.2 Tyler Governance 2.2.1 Tyler Project Manager The Tyler project manager(s) have direct involvement with the Project and coordinates Tyler project team members, subject matter experts,the overall implementation schedule, and serves as the primary point of contact with Tigard.As requested by Tigard,the Tyler project manager(s) provide regular updates to Tigard's steering committee and other Tyler governance members. 2.2.2 Tyler Implementation Management Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process.Tyler project manager(s) consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler project manager(s) or with Tigard management, as appropriate.Tyler executive management is the escalation point for any issues not resolved at this level.The name(s) and contact information for this resource will be provided and available to the project team. 2.2.3 Tyler Executive Management Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process.This team member offers additional support to the project team and collaborates with other Tyler department managers, as needed, in order to escalate and facilitate implementation project tasks and decisions. The name(s) and contact information for this resource will be provided and available to the project team. 2.3 Acceptance and Acknowledgment Process All Deliverables and Control Points must be accepted or acknowledged following the process below. Acceptance requires a formal sign-off while acknowledgement may be provided without formal sign-off at 12/70 0 0 0 tyler is technologies the time of delivery.The following process will be used for accepting or acknowledging Deliverables and Control Points: • Tigard shall have ten(10) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing,to accept or acknowledge each Deliverable or Control Point. If Tigard does not provide acceptance or acknowledgement within ten (10) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld,Tyler deems the Deliverable or Control Point as accepted. • If Tigard does not agree the particular Deliverable or Control Point meets requirements,Tigard shall notify Tyler project manager(s), in writing, with reasoning within ten (10) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable. • Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. Tigard shall then have ten (10) 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 Tigard does not provide acceptance or acknowledgement within ten (10)business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld,Tyler deems the Deliverable or Control Point as accepted. 13/70 00 00 0 tyler is technologies 3 Overall Project Assumptions 3.1 Project, Resources and Scheduling • Project activities will begin after the Agreement has been fully executed. • Tigard has the ability to allocate additional internal resources if needed.Tigard also ensures the alignment of their budget and Scope expectations. • Tigard and Tyler ensure that the assigned resources are available, they buy-into the change process, and they possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources,the replacement resource should have a comparable level of availability, buy-in, and knowledge. • Tyler and Tigard provide adequate resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget. • Abbreviated timelines and overlapped Phases can result in Project delays if there are not sufficient resources assigned to complete all required work as scheduled. • Changes to Project Plan, availability of resources or changes in Scope may result in schedule delays, which may result in additional charges to the Project. • Tyler provides a written agenda and notice of any prerequisites to Tigard project manager(s)ten (10) business days prior to any scheduled on site or remote sessions. If notice is not provided within ten (10) business days, Tigard may require the workshop or associated activity to be rescheduled without incurring penalty or expense. • Tyler provides notice of any prerequisites to Tigard project manager(s) a minimum of ten (10) business days prior to any key deliverable due dates. • Tigard users complete prerequisites prior to applicable scheduled activities. • Tyler provides guidance for configuration and processing options available within the Tyler software.Tigard is responsible for making decisions based on the options available. • In the event Tigard may elect to add and/or modify current business policies during the course of this Project,Tigard will define and document such policy changes and Tyler will assist Tigard with the appropriate accommodation of the policy within the solution and may incur expenses for additional services to accommodate the solution.. • Tigard makes timely Project related decisions in order to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Decisions left unmade may affect the schedule, as each analysis and implementation session builds on the decisions made in prior sessions. 14/ 0 ••:00. tyler •� technologies • Tyler considers additional services out of Scope and requires additional time and costs be requested via Change Request approved through the Change Control process as outlined in the approved implementation management plan. • Tigard will respond to information requests in a comprehensive and timely manner, in accordance with the Project Plan. 3.2 Data Conversion • Tigard is readily able to produce the data files needed for conversion from the Legacy System in order to provide them to Tyler on the specified due date(s). Tyler will provide Tigard with the templated data schemas for the noted conversions to ensure compliance with Tyler data formats and requirement conversion data fields. • Each Legacy System data file submitted for conversion includes all associated records in a single approved file layout. • Tigard understands the Legacy System data extract(s) must be provided to Tyler in the same format each time unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget, and resource availability may occur and/or data in the new system may be incorrect. • During this process,Tigard may need to correct data scenarios in the Legacy System prior to the final data pull.This is a complex activity and requires due diligence by Tigard to ensure all data pulled includes all required data and the Tyler system contains properly mapped data. • During Production Cutover,Tigard may need to manually add or correct data after data has been loaded into the production database as mutually agreed to prior to the load 3.3 Data Exchanges, Modifications, Forms and Reports • Tigard ensures the 3rd party data received conforms to a Tyler standard format. • The 3rd party possesses the knowledge of how to program their portion of the interaction and understands how to manipulate the data received. • Client is on a supported, compatible version of the 3rd party software or Tyler standard Data Exchange tools may not be available. • Tigard is willing to make reasonable business process changes leveraging standard Tyler functionality rather than expecting the product to conform to every aspect of their current system/process. 15/70 so tyler •� technologies • Any Modification requests not expressly stated in the contract are out of Scope. Modifications requested after contract signing have the potential to change cost, Scope, schedule, and production dates for project Phases. Modification requests not in Scope must follow the Project Change Request process as outlined in the approved implementation management plan. 3.4 Hardware and Software • Tyler will initially Install the most current generally available version of the purchased Tyler software. • Tigard will provide network access for Tyler modules, printers, and Internet access to all applicable Tigard and Tyler project staff. • Tigard has in place all hardware, software, and technical infrastructure necessary to support the Project. 3.5 Education • Throughout the Project lifecycle,Tigard provides a training room for Tyler staff to transfer knowledge to the Tigard's resources, for both onsite and remote sessions.Tigard will provide staff with a location to practice what they have learned without distraction. If Phases overlap, Tigard will provide multiple training facilities to allow for independent sessions scheduling without conflict. • The training room is set up in a classroom setting.Tigard determines the number of workstations in the room. Tyler recommends every person attending a scheduled session with a Tyler Consultant or Trainer have their own workstation. However,Tyler requires there be no more than two (2) people at a given workstation. • Tigard provides a workstation which connects to the Tyler system for the Tyler trainer conducting the session.The computer connects to a Tigard provided display(projector or large screen TV), allowing all attendees the ability to actively engage in the training session. • Users performing user acceptance testing(UAT) have attended all applicable training sessions prior to performing UAT. 3.6 Environments and Databases Tyler will establish software environments and databases to support activities for concurrent project phases. The environments will be production,train and test. Each environment will have a corresponding database named the same as the environments. The test environment will be used by Tyler to build the solution. Tyler will use the test database for testing and reviewing converted data. Tyler will also use the test database to present completed 16/70 •.:• , tyler •� technologies deliverables to the City for acceptance. Once deliverables have been accepted, they will be moved to the production and train environments. The training database will be used by the City for reviewing the converted data,testing, and training At Production Cutover the production database will be used for processing daily functions. 17/70 ••i••. t y I e r • 4 Implementation Stages 4.1 Work Breakdown Structure (WBS) The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into smaller, more manageable components.The top-level components are called "Stages" and the second level components are called "work packages."The work packages, shown below each Stage, contain the high-level work to be done.The detailed Project Plan, developed during Initiate & Plan and finalized during Assess & Define, will list the tasks to be completed within each work package. Each Stage ends with a "Control Point", confirming the work performed during that Stage of the Project. l.l.fl 1.2-0 i�13.6 1.4.E RumFinal T25tin186 & ProdueIlon PlYadefPT Define Valfdata Training_ Cutover Cloau•e I.r.7 L21 a.■Y 7.1.7 ,-T*-t h. ^�� ��7♦�watlm Cutover Plammng> —I gryJ f C.Ord6r.dnn RFYYl7Y pFeoelrtt sy .�. 7'x'7 15 Y 71e c.3] I CONTRMYY FU LherA—ptarare l PMduttion 9yszem seats As Pry Data ianrets;m Tmt4g 1I vac Ings Clooure 5ta�e InrrallrNStVre &4alidotion AiibTa Me . Planning ix.a sera Y3.3 End User Trainina, 4 3-1 D7lta[rmveviinn 5{aTdefd 3'" Trar7dtbn 14 Parleing 7S party Date T41er AIP PM arolect{Phsnse MaROMl6 mhangeJ _ �r Validation CONTROL POINT — LIA 4:FInaITr kMI KT"Airkc Rapt Sd�tdule PbaR . 9ta"D.7t� "—pTance Ar9kQSRurs 3ernixes,ri leadale rorty Wta ��tntioe FyicCagit EMe MNO gp*arylb Panning Valida0m, i 9niueldYoh!!er r'— L 1 i 1901itiYtbL F'1)Ytlr �`w�Ca°1on NUdiRtat;on �_--- I 5;fhatlutfion AnaFtsls& FnarmPlk WPark �Wrry�� OMMOLOCOR SPeuWta+.on' � ���, I Aeoo/alwe. F'F7RYwtiv$�. J3'° Y9A e]Fonq'WYtt Fomes a Reports F4tPm1lTF Piing { Lz� Ae�acu<e 5VFWM D�Yoyrrnene `� €OxYh01 bOYf1T 2'AL5e53& 6t€irve 3ta¢e A—prtance •-If included in projecr scope 18/70 • •'� tyler .••,., • technologies 4.2 Initiate & Plan (Stage 1) The Initiate & Plan Stage creates a foundation for the Project through identification of Tigard and Tyler Project Management teams, development of implementation management plans, and the provision and discussion of system infrastructure requirements.Tigard participation in gathering information is critical. Tyler Project Management teams present initial plans to stakeholder teams at Stage end. 4.2.1 Tyler Internal Coordination & Planning Prior to Project commencement,Tyler management staff assigns project manager(s).Tyler provides the Tigard with initial Project documents used in gathering basic information, which aids in preliminary planning and scheduling.Tigard participation in gathering requested information by provided deadlines ensures the Project moves forward in a timely fashion. Internally,the Tyler project manager(s) coordinate with sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with the Tigard's team. During this step,Tyler will work with the Tigard to establish the date(s)for the Project/Phase Planning session. Tigard will be consulted with the selection of the Tyler Project Manager or any changes to this position.Tigard has the ability to request a change of Tyler personnel if conflict or a productive working relationship cannot be ensured. Any changes to Tyler personnel, as requested by Tigard, may result in a delay in the project schedule. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 1 Tyler Internal Coordination&Planning TYLER CLIENT (n L N M O L � L (6 +' ) i J C L E c QQ N 0 O X U N U w w OA i O _ i in E U O O }' O O O E OU coo W v _O c O to O L O d Q O m N .: = a5 ln L a C Q OL C J +' j _ O o c o m vi O O O +� +� N N O Ln U co ,� N L — O U v v v C o > to 0 0)c 0 E v z3N U N U u) � c u L N j c� N co c cL6 c� m E -u s u °� c o 3 o v tw v a d a O v X °' c O v c w ° K „x, E E p v w v) d LL U d 0 W d D c c c c c c c c c c TASKS a a a a a a, LU .v .v .v .v .v .v .9 .v .v U U U I U U U U I U U I U lu Assign Tyler project manager A R I I I Provide initial Project documents to A I R C I Client Sales to Implementation knowledge A I R C transfer Internal planning and phase A R C coordination 19/70 • tyler is technologies 4.2.2 System Infrastructure Planning The Tigard provides, purchases or acquires any necessary hardware according to hardware specifications provided by Tyler and ensures it is available at the Tigard's site.The Tigard completes the system infrastructure audit, ensuring vital system infrastructure information is available to the Tyler implementation team for configuring a secure tunnel from Tigard to the Tyler hosted environment, and verifies all hardware compatibility with Tyler solutions. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 1 System Infrastructure Planning TYLER CLIENT iN J C � L E N Q C L c Q E N v V) O O X a) U w w pO L O _ n coo U � Ln C O oA O a Q O o a = to N O Q Q E N c �n +� m v N O ci V) O M M N N J p U U U 'n � 'c 'E v U c N co N U 'p +° E o U a) v v 'p c o Q a v 'p to Q w :_ E 0 W w V) a Li U a 0 w a D c c c CE c c c c c TASKS a a �' .v .v .v .v .� .v .v .v .v .� U U U U U U U U U U U Provide system hardware I R A I C specifications Make hardware available for A R I C Installation Install system hardware, if A R I C applicable Complete system infrastructure A R I C audit 20'70 •00 tyler •• m technologies 4.2.3 Project/Phase Planning Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify Applications to implement in each Phase (if applicable), and discuss implementation timeframes. The Tyler project manager(s) deliver an Implementation Management Plan, which is mutually agreeable by Tigard and Tyler. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 1 Project/Phase Planning TYLER CLIENT �C J C C n N (6 0 Q x fO NN cn N U w w dD i' O *-' EU c O W O O d a O a N ca = m � L in Q Q s= J C L +_. O O +m-� N aJ O cn N U �6 ra N v J p U v v v 'c o > ao 0 � 3 E v v �>- o u u -Z- c o v L u _0 u W Wo E '6 = N N N E C co Q 6 u p N O- O O- +� O u x Z L = O N c N O- w a 0 w0 2 � �n w in d w U a w a a`) N N N N N N (U a`) c c c c c c c c c c c TASKS >, >, >, >, >, >, >, >, >. °' .v .v .v .v .v .v .v .v .v °' U U U U U U U U U U U Perform Project/Phase Planning A R I C C I Deliver implementation A R C C I management plan 21/70 tyler •• m technologies 4.2.4 Project Schedule Client and Tyler will mutually develop an initial Project Schedule.The initial schedule includes, at minimum, enough detail to begin Project activities while the detailed Project Plan/schedule is being developed and refined. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 1 Project Schedule TYLER CLIENT O -- y E J M v + O c c a a E v v � o 0 v U w w un Ov> U In -o E w m c ap v _0 } c o on o o a a 8- o v n3 = m Q)OL `+° aJ a) O Ln CL OL m OL `n U n3 `°L U a) v v o u u � °c° o v E u -0 +' aE, u v v '� v u to c � s v u Q 0 a +° E 0 s v v 'p c m 3 Q -o v 'p w E a E m �O � cn w vn d Li U a in w a D v c c c c c c c c c c c TASKS � � T � � � - U U U U U U U U U U U Develop initial Project Schedule A R I C I I Deliver Project Plan and schedule for A R I I I C C I I I Project Phase Client reviews Project Plan&initial C I A R C C C schedule Client approves Project Plan &initial I I A R C C I I I I I schedule 22/70 00 •• m technologies 4.2.5 Stakeholder Presentation Tigard stakeholders join Tyler project manager(s) to communicate successful Project criteria, Project goals, Deliverables, a high-level milestone schedule, and roles and responsibilities of Project participants. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 1 Stakeholder Presentation TYLER CLIENT o L L M + M C C Q Cl N O O N U w w i O N U M N 0 }' O C E h0 coo c O uA O 0O a Q O o N _ O M a-' M }' i Q C Q fl- E C J i +� N `+° N N O Ln `� U co `° L U W v _ v c F > tin 0 � D E v u � Q) E +, E O co v v + c o W 'c coo W u v U 'c .L v c o v 0 a +° E o v v v 'p c m 3 a -o U 'E OL w E a E p LA w �i U a o w a ID v v c c c c c c c c c c c TASKS U U U U U U U U I U U lu Present overview of Project Deliverables, Project Schedule and A R I I I I C I I I I I I I roles and responsibilities Communicate successful Project I R C A C I I C I I criteria and goals 23/70 .•0 � tyler is m technologies 4.2.6 Control Point 1: Initiate & Plan Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the Assess & Define Stage is dependent upon Tyler's receipt of the Stage Acceptance. 4.2.6.1 Initiate & Plan Stage Deliverables • Implementation Management Plan o Objective: Update and deliver baseline management plans to reflect the approach to the Tigard's Project. o Scope:The Implementation Management addresses how communication, quality control, risks/issues, resources and schedules, and Software Upgrades (if applicable) will be managed throughout the lifecycle of the Project. o Acceptance criteria: Tigard reviews and acknowledges receipt of Implementation Management Plan. • Project Plan/Schedule o Objective: Provide a comprehensive list of tasks, timelines and assignments related to the Deliverables of the Project. o Scope:Task list, assignments and due dates o Acceptance criteria: Tigard acceptance of schedule based on Tigard resource availability and Project budget and goals. 4.2.6.2 Initiate & Plan Stage Acceptance Criteria • Hardware Installed • System infrastructure audit complete and verified • Implementation Management Plan delivered • Project Plan/Schedule delivered; dates confirmed • Stakeholder Presentation complete 24/70 00 00 0 tyles •• technologies 4.3 Assess & Define (Stage 2) The primary objective of Assess& Define is to gather information about current Tigard business processes and translate the material into future business processes using Tyler Applications.Tyler uses a variety of methods for obtaining the information, all requiring Tigard collaboration.The Tigard shall provide complete and accurate information to Tyler staff for analysis and understanding of current workflows and business processes. 4.3.1 Fundamentals Review Fundamentals Review provides functional leads and Power Users an overall understanding of software capabilities prior to beginning current and future state analysis.The primary goal is to provide a basic understanding of system functionality, which provides a foundation for upcoming conversations regarding future state processing. Tyler utilizes a variety of methods for completing fundamentals training including the use of eLearning, videos, documentation, and walkthroughs. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 2 Assess&Define TYLER CLIENT -6 0 E J C co E +� 6 c c a0) a v v 0 0 v U w w W o _ v E U 4J +' OL O E 0-0O W -0 *' '6 C O txo O Q a Q O ca N o = m In O aJ aJ o cn OL N U o F ° N L 00 U °' v v C > to 0 0 E v a) +, O U U +-+ C u O a1 L i ,n u 6 E U E U v7 C U L u U C W c0 C N m a a +CO E -o � v a) v 'p c m 3 OR u •p W w E a E p v� w Ln a Li U a o w a D TASKS a T a T a •a) .v .v a) .v .v .v .v .w .v .v U U I U I U U U 1 U U U 1 U I U Schedule fundamentals review& provide fundamentals materials& A R I C I I I prerequisites, if applicable Complete fundamentals materials I A R I C review and prerequisites Ensure all scheduled attendees are I I A R C I present Facilitate fundamentals review A R I I I 25,70 ••:'�. tyler is technologies 4.3.2 Current/Future State Analysis Tigard and Tyler evaluate current state processes, options within the new software, pros and cons of each option based on current or desired state, and make decisions about future state configuration and processing. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 2 Current/Future State Analysis TYLER CLIENT +� o i ate-+ J C (OE c Q QE a) v 0 0 v cj w w on 0 n E �o U a c v C: C: 0 0 c E W M W v } c o on o o a a 0 M a) M _ °�' o 0 a C)- a E c C: +� a 0 W a) 0 (n W U �° N NL J 00 U a� v v o u u � C: o v E u -0 U In Z5 0 m E -o s v o c a) a 'o a o U x + cD - o v c v CL x E - E p 0 � cn w in d � U a in w a D N NN N N N N N N � C C C C C C C C C C TASKS T T � •T .v .v .v .v .v .v .v .T .v .v U I U I U I U U I U I U I U U I U It Provide Current/Future State analysis materials to Tigard,as A R I C I I applicable Conduct Current& Future State A R I C I C analysis Provide pros and cons of Tyler A R I C I C software options Make Future State Decisions according to due date in the Project I I C A R I C I Plan Record Future State decisions A R I C I C 26/70 �•. 0 tyler is technologies 4.3.3 Data Conversion Planning & Mapping This entails the activities performed to prepare to convert data from the Tigard's Legacy System Applications to the Tyler system.Tyler staff and Tigard work together to complete Data Mapping for each piece of data (as outlined in the Agreement)from the Legacy System to a location in the Tyler system. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 2 Data Conversion Planning&Mapping TYLER CLIENT � o c o Q Q E v v � o 0 N � U w w OD O U m C � C �' O C E � m bA 'o Q) c O W O L O d O_ O ca 4J _ 05 0 O o_ c a OL c c +� v O `+° `+° v O cn U c° F `° v L J o U c 'Zco m c ^ co O v c c c co — > W E v }' u U �n c u N N �p cLo a a m E -o s v w v 'p c co 3 Q o v 'p w E a E 0 N w v� d Li U a 0 w a D N N N N N N N N N c c c c c c c c c c c TASKS � � T � � � •v .v .v .v .v .v .v .v .� .v .v U U U U U U U U U U U Review contracted data A R I C C C C conversion(s)options Map data from Legacy System to Tyler system C A C C R Pull conversion data extract I I A C C R Run balancing Reports for data I I A C R I pulled and provide to Tyler Review and approve initial data A I C R I I extract Correct issues with data extract, if I C C A C C R needed 27,70 00 00 0 tyler •• R technologies 4.3.4 Standard 3rd Party Data Exchange Planning An Integration is a real-time or automated exchange of data between two systems. Standard Data Exchange tools are available to fulfill Integrations with external systems by allowing clients to get data in and out of the Tyler system. Data exchange tools can take the form of Imports and Exports, and Application Programming Interfaces (APIs). APIs may require additional licensing and may have some restrictions on use. Please refer to your licensing agreement for further information. 4.3.4.1 Imports and Exports Tigard and Tyler project manager(s) will work together to define/confirm which Imports and Exports are needed (if not outlined in the Agreement).Tyler will provide an Excel or ASCII file layouts for each Standard Data Exchange. 4.3.4.2 APIs (Currently not in Scope) Additional API licensing and data sharing agreements are required for integration with third-party applications. In addition to ensuring that API services are functioning correctly,Tyler will participate in developer-to-developer discussions, if necessary,to allow the client to attain a satisfactory understanding of baseline API operation, as specified in the agreement. It is the Client's responsibility to fulfill integrations using Tyler's API services and ensure operation of the third party API services. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 2 Standard 31d Party Data Exchange Planning TYLER CLIENT u L M o L i � JQJ C C C f6 C X X f6 aJ Q) O N U w w W O t U) co U o c own M 4n v— 0 *' a MOMOL O a Q ca W 2 = M11) CO +� 16 +� � a C CO- C J C � +' N O 2 2 ' M QJ W O cn � U m ip ca N N L J O U v QQJ o > en E v +, O U U 1-+ C O aJ L L ,n U U co E -o s aJ c co 3 o v en a) a •o a o v x v ° 2 o v c u ° fl X E E 0 O v ca w Ln d w U a w a N d1 N d1 N N N N NC C C C C C C C C C TASKS a a a a .v .a) .v a) .v .v .v AJ .W .v .v U U U U U U U U U U U Review Standard or contracted Data A R C I I C Exchanges Define or confirm needed Data I C A C C R Exchanges 28/70 ••:'. . tyler is technologies 4.3.5 Modification Analysis & Specification, if contracted Tyler staff conducts additional analysis and develops specifications based on information discovered during this Stage.Tigard reviews the specifications and confirms they meet Tigard's needs prior to acceptance. Out of Scope items or changes to specifications after acceptance may require a Change Request. Tyler's intention is to minimize Modifications by using Standard functionality within the Application, which may require a Tigard business process change. It is the responsibility of Tigard to detail all of their needs during the Assess and Define Stage.Tyler will write up specifications (for Tigard approval)for contracted program Modifications. Upon approval,Tyler will make the agreed upon Modifications to the respective program(s). Once the Modifications have been delivered,Tigard will test and approve those changes during the Build and Validate Stage. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 2 Modification Analysis&Specification, if contracted TYLER CLIENT f6 E co fl a E N v O i O X X i N UI U w w W L O +; in coo U C O aA O O 0 a O_ O co v �6 = M v N a) O cn N 12 CL L U �6 N v J p U i L * u U 'n •L v +� do c c v v o v a Q +° E U v ami 'p coo Q a u p w E a E m w0 �n w V a Li U a 0 w a D TASKS U U U U U U U U U U U Analyze contracted modified A C R C C I C C program requirements Develop specification document(s) A I C R I I I I Review specification document(s); provide changes to Tyler,if I C C A R I C C applicable Sign-off on specification I I A R C I I C document(s)and authorize work 29/70 tyler �� technologies 4.3.6 Forms & Reports Planning Tigard and Tyler project manager(s) review Forms and Report needs. Items that may be included in the Agreement are either Standard Forms and Reports or known/included Modification(s). Items not included in the Agreement could be either Tigard-developed Reports or a newly discovered Modification that will require a Change Request. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 2 Forms&Reports Planning TYLER CLIENT ECL J C n N 0 x L 0 CU N U u.l w OD O _ i to E (o U a N � � OO � Ec) C O w O O O d O o2 Q Q E C: M N O V) U} — N v L G C � L (0 N E G E o W U U }�.i L U v o E -o v v 'p c o o U 'p N O- O O- + O U x +� L 73 = O N c N CL UJ E a E D �O 2 (n w (n C)- Li- U a in w a 7) WWWWWW N N N c c c c c c c c c c c TASKS > .� .v .v — — — — — — — .v U U U U U U U U U U U Review required Forms output A R C I C I Review and complete Forms options I A R C and submit to Tyler Review in Scope Reports A R I C C Identify additional Report needs I C A R C Add applicable tasks to Project A R I C C I I I schedule 30/70 .•0 � tyler is m technologies 4.3.7 System Deployment The Tyler Technical Services team Installs Tyler Applications on the Tyler hosted server and ensures the platform operates as expected. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 2 System Deployment TYLER CLIENT +� O L L 6 M (6 E Q Q O O N U w w M O +� L U) E co U co c O c c + O O c � c O oD O 0 a Q O N co = rp N f6 + (O + Q c Q Q E C J +� vl O W N O cn U io N N L J O U v v � v E co o m > W E v z3N W U �n '� '� N taoN = N cLo v co E o -c 'u c m o Q o u ' to W .o o v X °' ° Z3 � o v c W - Q X E E p U M w n d LL U d 0 W d D c c c c c c c c c c TASKS a a v .v .v .v .v .v .v .v .� .v .v U U U U U U U U U I U lu Install contracted software on server A I R I C Ensure platform operates as A I R I C expected 31/70 • tyler is technologies 4.3.8 Control Point 2: Assess & Define Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below.Advancement to the Build &Validate Stage is dependent upon Tyler's receipt of the Stage Acceptance. 4.3.8.1 Assess & Define Stage Deliverables • Completed analysis Questionnaire o Objective: Gather and document information related to Tigard business processes for current/future state analysis as it relates to Tyler approach/solution. o Scope: Provide comprehensive answers to all questions on Questionnaire(s). o Acceptance criteria:Tigard acceptance of completed Questionnaire based on thoroughness of capturing all Tigard business practices to be achieved through Tyler solution. • Data conversion summary and specification documents o Objective: Define data conversion approach and strategy. o Scope: Data conversion approach defined, data extract strategy, conversion and reconciliation strategy. o Acceptance criteria: Data conversion documents) delivered to the Tigard, reflecting complete and accurate conversion decisions. • Modification specification documents, if contracted o Objective: Provide comprehensive outline of identified gaps, and how the modified program meets the Tigard's needs. o Scope: Design solution for Modification. o Acceptance criteria: Tigard accepts Modified Specification Document(s) and agrees that the proposed solution meets their requirements. • Completed Forms options and/or packages o Objective: Provide specifications for each Tigard in Scope form, Report and output requirements. o Scope: Complete Forms package(s) included in agreement and identify Report needs. o Acceptance criteria: Identify Forms choices and receive supporting documentation. • Installation checklist o Objective: Installation of purchased Tyler software. o Scope:Tyler will conduct an initial coordination call, perform an installation of the software included in the Agreement, conduct follow up to ensure all tasks are complete, and complete server system administration training. o Acceptance criteria:Tyler software is successfully installed and available to authorized users,Tigard team members are trained on applicable system administration tasks. 4.3.8.2 Assess & Define Stage Acceptance Criteria • Tyler software is installed. • Fundamentals review is complete. 32/70 0000 0 0 0 .00 tyler is technologies • Required Form information complete and provided to Tyler. • Current/Future state analysis completed; Questionnaires delivered and reviewed. • Data conversion mapping and extractions completed and provided to Tyler. 33/70 •%. tyler • 4.4 Build & Validate (Stage 3) The objective of the Build &Validate Stage is to prepare the software for use in accordance with Tigard's needs identified during the Assess and Define Stage, preparing Tigard for Final Testing and Training. 4.4.1 Configuration & Power User Training Tyler staff collaborates with Tigard to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage.Tyler staff will train the Tigard Power Users to prepare them for the Validation of the software.Tigard collaborates with Tyler staff iteratively to Validate software configuration. RACI MATRIX KEY: R= Responsible A=Accountable C= Consulted I = Informed • STAGE 3 Build&Validate TYLER CLIENT !n L 6 O L L M + Ma c C: a a E v v o 0 N U w w OD O U m U m c v c �' o o c ap v } c 0 on O o a a C, o v o = m ° o o +� ro +� a 0- c w m +� N O `+° O v O n n U `° v L o U v v 2 C c m > tin E v a) O o2S u u + c o t L n z5v u v U u u ago O v u a '� a m E -o s v W v 'p c co 3 a o u 'p tw v o O u x +, - z3 � O v c v O w E a E p 0 n w in a w U a 0 w a D N N N N N N N N N CC C C C C C C C C C TASKS T T v .v .v .v .v .v .v .v .� .v .v U U U U U U U U U U U Perform configuration A R I R I Power User process and Validation A R I C I C I training Validate configuration I C A C R C 34/70 000 tyler 0 4.4.2 Data Conversion & Validation Tyler completes an initial review of the converted data for errors. With assistance from Tigard, the Tyler Data Conversion Team addresses items within the conversion program to provide the most efficient data conversion possible. With guidance from Tyler,Tigard reviews specific data elements within the system and identifies and Reports discrepancies in writing. Iteratively,Tyler collaborates with Tigard to address conversion discrepancies prior to acceptance. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 3 Data Conversion&Validation TYLER CLIENT v + N � c L E M Q ra N v v) O a) U w w aA O _E ca U c C O oA O Oa Q v O o ° = co O Q Q E C J N +-' N N N O v) O N — (O C J C f6 C > N U f6 N s^ — O U > O o� v v ac0 O v N E u E U n v +� �'° c u 7 v v c v c N m v v 'p Q +° E o a) v v 'E c m Q a v 'p to x +w c = O v c a O- Lx E - E 0 O a� c6 w v) a � U a 0 w a D � au + +NA TASKS a .v .v .9-1 .v .v .v .v .�U U U U U U U U U Write and run data conversion A I C R C program against Client data Complete initial review of data A I C R I I C errors Review data conversion and submit I C I A C R C needed corrections Revise conversion program(s)to A I C R I I C C correct error(s) 35/70 �0 0 tyler 0 ' technologies 4.4.3 Standard 3rd Party Data Exchange Validation Tyler provides training on Data Exchange(s) and Tigard tests each Data Exchange. RACI MATRIX KEY: R= Responsible A=Accountable C= Consulted I = Informed STAGE 3 Standard 3rd Party Data Exchange Validation TYLER CLIENT ar6- i i E J C Q C L c X L v O O N U w w oA O _ E U ° c ° ° E ovn no °' U c o on o o L a OL o = v o co + ro + n ° cl Q E c a c o — `0 5 O a N O ci �' U co E Mai ,n °O U °' � °' o v v °c° o v E °�' f° U v U �n 'c '� v j C N M D N a •° � +o E o v � v •o c M 3 a -o U 'p o4 OL X E E c° O ° w r° W V) d Li U d 0 w d D N . v v v N v . v C C C C C C C C C C C TASKS .v U U U U 10 U 1 U U U I U lu Train Data Exchange(s) processing in A R C I I I C I Tyler software Coordinate 3rd Party Data Exchange I I A C C R activities Test all Standard 3rd party Data Exchange(s) C A C R C 36/70 ���•�� tyler s� technologies 4.4.4 Modification Delivery & Validation, if contracted Tyler delivers in Scope Modification(s)to Tigard for preliminary testing. Final acceptance will occur during the Final Testing and Training Stage. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 3 Modification Delivery&Validation,if contracted TYLER CLIENT FZ n a1 CQ O aJ O O N Uw w M i O i to E U a) c txO c }' O c E a0 coo b0 '' c O W O O a Q O N n3 = M N o + ro + a c a Q E c +� v o M v a) o cn U c� 5 `° N L o U v v � v E Co o m > tin � E v u � a) �>—, E +, E o v v + c o t' 'c u M UOM w E a E M vn w vn a Li U a 0 w a + + TASKS a a a a a a .v U U 1U U U U U U U U 10 Develop and deliver contracted A I C I R I C I C I C modified program(s) Test contracted modified I C C A C R C program(s) in isolated database Report discrepancies between specification and delivered I I I A R C C contracted modified program(s) Make corrections to contracted A I C I R I C C I modified program(s)as required 37/70 �0 0 tyler �� technologies 4.4.5 Forms & Reports Validation Tyler provides training on Standard Forms/Reports and Tigard tests each Standard Form/Report. RACI MATRIX KEY: R= Responsible A=Accountable C= Consulted I = Informed • STAGE 3 Forms&Reports Validation TYLER CLIENT N N +' O QC L C a L v O O N U w w hA i' O _ N EtDLO U ° ° ° E ovn no °' *' c O oo 0 0 o a Q O co v = M °0 p C6 'y f6 ---� toCL C C1 fl- E C J C N �' G v O (n (; E N v VI J U U v U �n 'c '� v j C N M D N a '° M E o v a) v •o C M 3 a -o U 'E o0 X E - E c° O ° aJ co w v� a �i U a D w a OL w w in - - v - v N v - v C C C C C C C C C C C TASKS >- >- >- >- >- >- >- >- v .v .v .v .v .v .v .v .v .° U U U U U U U U U U U Standard Forms& Report training A R I C C I Test Standard Forms& Reports I C C A C R C 38/70 tyler ��•�•� • t�chi��ingit.,�. 4.4.6 Control Point 3: Build & Validate Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below.Advancement to the Final Testing& Training Stage is dependent upon Tyler's receipt of the Stage Acceptance. 4.4.6.1 Build &Validate Stage Deliverables • Initial data conversion o Objective: Convert Legacy System data into Tyler system. o Scope: Data conversion program complete; deliver converted data for review. o Acceptance criteria: Initial error log available for review. • Data conversion verification document o Objective: Provide instructions to Tigard to verify converted data for accuracy. o Scope: Provide self-guided instructions to verify specific data components in Tyler system. o Acceptance criteria:Tigard accepts data conversion delivery;Tigard completes data issues log. • Installation of Modifications on Tigard's server(s) *except for hosted Clients o Objective: Deliver Modification(s) in Tyler software. o Scope: Program for Modification is complete and available in Tyler software, Modification testing. o Acceptance criteria: Delivery of Modification(s) results in objectives described in the Tigard-signed specification. • Standard Forms& Reports Delivered o Objective: Provide Standard Forms& Reports for review. o Scope: Installation of all Standard Forms & Reports included in the Agreement. o Acceptance criteria: Standard Forms & Reports available in Tyler software for testing in Stage 4. 4.4.6.2 Build &Validate Stage Acceptance Criteria • Application configuration completed. • Standard Forms & Reports delivered and available for testing in Stage 4. • Data conversions(except final pass) delivered. • Standard 3rd party Data Exchange training provided. • Modifications delivered and available for testing in Stage 4. • Tigard and Tyler have done a review of primary configuration areas to Validate completeness and readiness for testing and acceptance in Stage 4. 39/70 i•0i tyler 0 , technologies 4.5 Final Testing & Training (Stage 4) During Final Testing and Training,Tyler and Tigard review the final Cutover plan. A critical Project success factor is the Tigard understanding the importance of Final Testing and Training and dedicating the resources required for testing and training efforts in order to ensure a successful Production Cutover. 4.5.1 Cutover Planning Tigard and Tyler project manager(s) discuss final preparations and critical dates for Production Cutover. Tyler delivers a Production Cutover Checklist to outline Cutover tasks to help prepare Tigard for success. RACI MATRIX KEY: R= Responsible A=Accountable C= Consulted I = Informed STAGE 4 Cutover Planning TYLER CLIENT E J C V N O Q x 0OO N U w w W i O _ i E U N i O � E � M 00 N _6 ) C O_ 1�A O_ O a fl- O �p N co = rp L Q Q Q E C i + v 00 N N O N N U N v N J p U v v M v 'c o - > ew 2 � � E v u � v vu v U .E v °�° v v E U v m E -o = v W v .o c M 3 0 o v .o N O- O O- +� i O U X +� L 73 = O N c v i Q w E a E D �n w in a w U a w a N N N N N N N N a`) c c c c c c c c c c c °' °' °' TASKS > — — — — — — — .v U U U U U U U U U U U Cutover Planning Session A R C I C C C C C C Develop Production Cutover A R C I I C Checklist C I I C 40/70 �•:®�• tyler �� technologies: 4.5.2 User Acceptance Testing (UAT) Tigard performs User Acceptance Testing to verify software readiness for day-to-day business processing. Tyler provides a Test Plan for users to follow to ensure proper Validation of the system. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 4 User Acceptance Testing(UAT) TYLER CLIENT (6 E -, L X O N Uw w M i O + L in E co U co N O - O" O C c O uA O a Q- O W N co = N f6 + C6 + Q C Q fl- E +' NO vNOn V) O NcU O v v > tin E v o E +, E o °� v v ; c Q � v U In .c •L N C co N i X E a E p W vn w vn a Li U a o w a D c c c c C c C C C C TASKS a a a a a .v .v .v .v .v .v .v .� .v .v U U U U U U U I U U U U Deliver Test Plan for User A R C I I Acceptance Testing Perform User Acceptance Testing I C A R C C C I I C I Accept modified program(s), if I I I A R C I C C applicable Validate Report performance I C C A C R C 41/70 • tyler �� technologies 4.5.3 End User Training End Users attend training sessions to learn how to utilize Tyler software.Training focuses primarily on day-to-day Tigard processes that will be delivered via group training, webinar, eLearnings and/or live training sessions. Unless stated otherwise in the Agreement,Tyler provides two occurrences of each scheduled training or implementation topic with up to the maximum number of users as defined in the Agreement but no more than fifteen (15) in a live setting and thirty (30) in a virtual setting, or as otherwise mutually agreed.Tigard users who attended the Tyler sessions may train any Tigard users not able to attend the Tyler sessions or additional sessions may be contracted at the applicable rates for training. All training sessions will be recorded by Tigard and be made available on Tigard shared drive for future reference and use by Tigard. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 4 End User Training TYLER CLIENT __j C N v E cM COL Q E v O � i 0 X X i N N U w w pp L O _ �n E coom Q) U c O M O O a Q O o N CEtoma = to N O c0 'y f6 +' to Q Q E' C N +� +�°-+ N N O cn CL C N �j �6 5 N v U) J 00 U i L U U �nC 7 'C vU N (�6 v (L u -a 'O Q +° CL E 'p O co Q O v 'p X E a E 0 �O 2 w _n w V) a Li U a 0 w a D TASKS U U UUUUUU C c c c c c c c c c c v v v U U U U U U U U U U U Conduct user training sessions A R C I I I I I Conduct additional End User training I I A C I R I I I I sessions 42/70 �0 0tyler 0 technologies 4.5.4 Control Point 4: Final Testing & Training Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below.Advancement to the Production Cutover Stage is dependent upon Tyler's receipt of the Stage Acceptance. 4.5.4.1 Final Testing &Training Stage Deliverables • Production Cutover checklist o Objective: Provide a detailed checklist outlining tasks necessary for production Cutover. o Scope: Dates for final conversion, dates)to cease system processing in Legacy System, dates)for first processing in Tyler system,contingency plan for processing. o Acceptance criteria: Definition of all pre-production tasks, assignment of owners and establishment of due dates. • User Acceptance Test Plan o Objective: Provide testing steps to guide users through testing business processes in Tyler software. o Scope:Testing steps for Standard business processes. o Acceptance criteria:Testing steps have been provided for Standard business processes. 4.5.4.2 Final Testing &Training Stage Acceptance Criteria • Production Cutover Checklist delivered and reviewed. • Modification(s) tested and accepted, if applicable. • Standard 3rd party Data Exchange programs tested and accepted. • Standard Forms& Reports tested and accepted. • User acceptance testing completed. • End User training completed. 43/70 00 00 0 tyler is technologies 4.6 Production Cutover (Stage 5) Tigard and Tyler resources complete tasks as outlined in the Production Cutover Plan and the Tigard begins processing day-to-day business transactions in the Tyler software. Following Production Cutover, the Tigard transitions to the Tyler support team for ongoing support of the Application. 4.6.1 Final Data Conversion, if applicable Tigard provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final data conversion.Tigard may need to manually enter into the Tyler system any data added to the Legacy System after final data extract. RACI MATRIX KEY: R= Responsible A=Accountable C= Consulted I = Informed STAGE 5 Final Data Conversion, if applicable TYLER CLIENT !n L 6 0 L L M + L Ln 0) M C: a a E v v o 0 N U w w oD 0 U m U c 0 on 0 o a a C, o v o = m ° o CL o +� ca +� a c OL c c +� N o `+° N N O cn N U co `° N L 00 U v v v c � m > tin c ) E v u 0 + O o2S to u u +� c o v L E u v U 'n � E v C o s v a •� a +° E s v u v 'p c co 3 a -o u 'p X E a E m 0 U n w vn a Li U d o W d D TASKS •v .v .v .v .v .v .v .v .� .v .v U U U U U U U U U U U Provide final data extract C I I A C I I I I R Provide final extract balancing I I A C R I Reports Convert and deliver final pass of A I I R I I I C data Validate final pass of data I C C I A C R C Load final conversion pass to I I I A C I C R Production environment 44/70 ••., tyler 4.6.2 Production Processing & Assistance Tyler staff collaborates with Tigard during Production Cutover activities.Tigard transitions to Tyler software for day-to day business processing. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 5 Production Processing&Assistance TYLER CLIENT C c Q Nc U w tto O E n U � ) c Q a0 a ' O O ' m O O N O cn v1 O m J ca c O O c c > a) U ra v� N ;^ — O U O N N Oro > W O � E v ~ N .> E — E o v v + c o L 'c coo v U . n c 'L N u. tO ET c m co N i w E a E p v) w Ln a Li U a 0 w a D ID v v c c c c c c c c c c c TASKS a a a a v .v .v — — — — — — — .v Production processing C C I I A R R R R R R I Provide production assistance A R C I C C C C C C 45/70 �•�� tyle r is technologies 4.6.3 Transition to Tyler Support Tyler project manager(s) introduce Tigard to the Tyler Support team,who provides Tigard with day-to-day assistance following Production Cutover. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 5 Transition to Tyler Support TYLER CLIENT (6 E 'J L Q Q O O N U L u w M i O �--+ i V) E Lo U co c N c O O O c � 0 by v -O *' c O uA O 0O a Q O o N _ O co + to Q Q E c +, v N O Ln CL c Ln U io N N L J O U E +, E o o� u ,u + c v an v � v U � c L N C N co N i +° E o ou v •o c m 3 Q o u 'p � x E E p w �i� a Li U a o a TASKS a a a a v = = = = = = = .- .v .v U I U I U U I U I U I U U I U I U I U Develop internal support plan I A R C C C C C C C Conduct transfer to Support A I C R C C C C I I C I I meeting 46/70 �0 0 tyler is technologies 4.6.4 Schedule Post-Production Services, if applicable Tyler provides post-production services if included in the Agreement. Prior to scheduling services,the Tyler project manager(s) collaborate with Tigard project manager(s) to identify needs. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 5 Schedule Post-Production Services,if applicable TYLER CLIENT +� o C O QC ClO O c OuA O Q a Q O o N _ O f6 + C6 + •� O- OL E C N a--� M +° v v o cn U o 5 `° N L o U v v _ v c F > tin 0 � � E v u � O E +, E O cO c O a c coo Z3 N v N U 'n c L N C co N i U -a w E a E p 0 vA w v� a Li U a o w a ID v v c c c c c c c c c c c TASKS a a a a a .v .v .v .v .v .v .v .� .v .v U U U U I U U I U U I U U lu Identify topics for post-production C C A R I C I services Schedule services for post- A R I C C I C I production topics 47/70 • ••• tyler ••••�� • technologies 4.6.5 Control Point 5: Production Cutover Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below.Advancement to the Phase/Project Closure Stage is dependent upon Tyler's receipt of this Stage Acceptance. 4.6.5.1 Production Cutover Stage Deliverables • Final data conversion, if applicable o Objective: Ensure (in Scope) Legacy System data is available in Tyler software in preparation for production processing. o Scope: Final passes of all conversions completed in this Phase. o Acceptance criteria: Data is available in production environment. • Support transition documents o Objective: Define strategy for on-going Tyler support. o Scope: Define support strategy for day-to-day processing, conference call with Tigard Project Manager(s) and Tyler support team, define roles and responsibilities, define methods for contacting support. o Acceptance criteria:the Tigard receives tools to contact support and understands proper support procedures. 4.6.5.2 Production Cutover Stage Acceptance Criteria • Final data conversion(s) delivered. • Processing is being done in Tyler production. • Transition to Tyler support is completed. • Post-live services have been scheduled, if applicable. 48'70 •0 tyler is technologies 4.7 Phase/Project Closure (Stage 6) Project or Phase closure signifies full implementation of all products purchased and encompassed in the Phase or Project.Tigard moves into the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Support). 4.7.1 Close Phase/Project Tigard and Tyler project manager(s) review the list of outstanding Project activities and develop a plan to address them.The Tyler project manager(s) review the Project budget and status of each contract Deliverable with the Tigard project manager(s) prior to closing the Phase or Project. RACI MATRIX KEY: R= Responsible A=Accountable C= Consulted I = Informed STAGE 6 Close Phase/Project TYLER CLIENT _ o L L M MLnw c C: o_ Q E v v o 0 a) :E U w w OD Om U m c O hA O O Q d O_ O CL a aJ _ m O v v v c � Fo > tin c v) U 760 E v u 0 O oZS u + c O v L c u U In 4- c u v °�° s v u co E -o s 'p c co fl o 'p bA N Q '0 Q + i O u X +, 7 t o N C u i O- X E a E m �o n w in d � U a 0 w a D c C C c c c c c c c c TASKS T T v .v .v .v .v .v .v .v .� .v .v U U U U U U U U U U U Review outstanding Project activities A R C C C I C I C and develop action plan Review Project budget and status of A R I I C contract Deliverables 49/70 eo. tyler • 4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. This is the final acceptance for the Phase/Project. 4.7.2.1 Phase/Project Closure Stage Deliverables • Phase/Project reconciliation report o Objective: Provide comparison of contract Scope and Project budget. o Scope: Contract Scope versus actual, analysis of services provided and remaining budget, identify any necessary Change Requests or Project activity. o Acceptance criteria:Acceptance of services and budget analysis and plan for changes, if needed. 4.7.2.2 Phase/Project Closure Stage Acceptance Criteria • Outstanding Phase or Project activities have been documented and assigned. • Phase/final Project budget has been reconciled. • Tyler Deliverables for the Phase/Project are complete. 4.8 Tyler Software Acceptance. 4.8.1 For Control Points 1 through 5 of each Phase, as defined in the Statement of Work, Client will use the acceptance process and criteria as set forth in the Statement of Work. 4.8.2 For Control Point 6 of each Phase, as defined in the Statement of Work, Client will use the following acceptance process and the process and criteria set forth in Control Point 6 in the Statement of Work. (a) Client will have a maximum of a thirty(30) calendar day"Test Period" after the Go Live Date of each Phase to test the System in a live production environment and report documented Critical - Priority level 1 and High - priority level 2 defects..Any such extension of the Test Period may require provision of additional services listed in Exhibit A as "Munis Post Implementation Support Services" (b) If there are no Critical—Priority level 1 and High - priority level 2 defects reported during the Test Period Client shall issue a "Phase Acceptance"for that Phase. (c) If Client reports a documented Critical - Priority level 1 and High - priority level 2 defect during the Test Period, Client will notify Tyler in writing.Tyler will timely review the defect(s) or provide a mutually agreeable plan for future resolution of any Critical - Priority level 1 and High - priority level 2 defect(s). A dispute with respect to the plan shall be addressed pursuant to the Dispute Resolution Process of this Agreement. Upon review or delivery of a defect during the Test Period, Client may re-perform testing for a maximum of fifteen (15) days within the "Test Period".This procedure shall repeat until all Critical - Priority level 1 and High - priority level 2 defect(s) have either been resolved or the Client and Tyler, reasonably cooperating, have developed a mutually agreeable schedule for 50/70 •0 0 tyler •• m technologies Critical - Priority level 1 and High - priority level 2 defect(s) resolution. Client shall issue a "Phase Acceptance" for that Phase, based on the agreed upon plan, for the Critical - Priority level 1 and High - priority level 2 defect(s). (d) Upon Phase Acceptance of the last Phase of the project,Tyler shall request that Client grant Final Acceptance. Client will use the acceptance process and criteria set forth in 4.7 of the Statement of Work and Control Point 6 and shall issue Final Acceptance upon mutually agreed upon schedule of all Critical - Priority level 1 and High - priority level 2 Defects 51/70 eo. tyler • 5 Roles and Responsibilities 5.1 Tyler Roles and Responsibilities Tyler assigns project manager(s) prior to the start of each Phase of the Project.The project manager(s) assign additional Tyler resources as the schedule develops and as needs arise. One person may fill multiple project roles. 5.1.1 Tyler Executive Management • Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying the Tigard's overall organizational strategy. • Authorizes required project resources. • Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process. • Offers additional support to the project team and is able to work with other Tyler department managers in order to escalate and facilitate implementation project tasks and decisions. • Acts as the counterpart to the Tigard's executive sponsor. 5.1.2 Tyler Implementation Management • Acts as the counterpart to the Tigard steering committee. • Assigns initial Tyler project personnel. • Works to resolve all decisions and/or issues not resolved at the Project Management level as part of the escalation process. • Attends Tigard steering committee meetings as necessary. • Provides support for the project team. • Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources. • Monitors project progress including progress towards agreed upon goals and objectives. 5.1.3 Tyler Project Manager The Tyler project manager(s) provides oversight of the Project, coordination of resources between departments, management of the project budget and schedule, effective risk and issue management, and is the primary point of contact for all Project related items. • Contract Management o Validates contract compliance throughout the Project. o Ensures Deliverables meet contract requirements. o Acts as primary point of contact for all contract and invoicing questions. o Prepares and presents contract milestone sign-offs for acceptance by Tigard project manager(s). o Coordinates Change Requests, if needed,to ensure proper Scope and budgetary compliance. 52/70 00 00 0 tyler is technologies • Planning o Update and deliver Implementation Management Plan. o Defines project tasks and resource requirements. o Develops initial project schedule and full scale Project Plan. o Collaborates with Tigard project manager(s)to plan and schedule project timelines to achieve on-time implementation. • Implementation Management o Tightly manages Scope and budget of Project; establishes process and approval matrix with the Tigard to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. o Establishes and manages a schedule and resource plan that properly supports the Project Plan that is also in balance with Scope/budget. o Establishes risk/issue tracking/reporting process between the Tigard and Tyler and takes all necessary steps to proactively mitigate these items or communicates with transparency to the Tigard any items that may impact the outcomes of the Project. o Collaborates with the Tigard's project manager(s) to establish key business drivers and success indicators that will help to govern project activities and key decisions to ensure a quality outcome of the project. o Sets a routine communication plan that will aide all project team members, of both the Tigard and Tyler, in understanding the goals, objectives, current status and health of the project. • Team Management o Acts as liaison between project team and Tyler manager(s). o Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing. o Provides direction and support to project team. o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward. o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan,task list, and Production Cutover Checklist. o Assesses team performance and adjusts as necessary. o Interfaces closely with Tyler developers to coordinate program Modification activities. o Coordinates with in Scope 3rd party providers to align activities with ongoing project tasks. 5.1.4 Tyler Implementation Consultant • Completes tasks as assigned by the Tyler project manager(s). • Performs problem solving and troubleshooting. • Follows up on issues identified during sessions. • Documents activities for on site services performed by Tyler. • Provides conversion Validation and error resolution assistance. • Recommends guidance for testing Forms and Reports. • Tests software functionality with the Tigard following configuration. 53/70 00 00 0 tyler is technologies • Assists during Production Cutover process and provides production support until the Tigard transitions to Tyler Support. • Provides product related education. • Effectively facilitates training sessions and discussions with Tigard and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time. • Conducts training(configuration, process, conversion Validation) for Power Users and the Tigard's designated trainers for End Users. • Clearly documents homework tasks with specific due dates and owners, supporting and reconciling with the final Project Plan. • Keeps Tyler project manager(s) proactively apprised of any and all issues which may result in the need for additional training, change in schedule, change in process decisions, or which have the potential to adversely impact the success of the Project prior to taking action. 5.1.5 Tyler Sales • Provide sales background information to Implementation team during Project initiation. • Support Sales transition to Implementation team. • Provide historical information, as needed, throughout implementation. 5.1.6 Tyler Software Support • Manages incoming client issues via phone, email, and online customer incident portal. • Documents and prioritizes issues in Tyler's Customer Relationship Management (CRM)system. • Provides issue analysis and general product guidance. • Tracks issues and tickets to timely and effective resolution. • Identifies options for resolving reported issues. • Reports and escalates defects to Tyler Development. • Communicates with the Tigard on the status and resolution of reported issues. 5.1.7 Tyler SaaS Technicians • Provides maintenance of hosted server hardware, operating system, and Software Upgrades. • Provides IT-related services for server environment. • Provides remote technical assistance and tracks issues. • Provides systems management and disaster recovery services within hosting services. • Adds new City of Tigard, OR users; SaaS determines user names incorporating a unique client identifier and user initials. • Performs Tyler Software Upgrades through coordination with the City of Tigard, OR. 5.2 Tigard Roles and Responsibilities Tigard resources will be assigned prior to the start of each Phase of the project. One person may be assigned to multiple project roles. 54/70 00 00 *0 49 tyler •• technologies 5.2.1 Tigard Executive Sponsor • Provides clear direction for the Project and how the Project applies to the organization's overall strategy. • Champions the Project at the executive level to secure buy-in. • Authorizes required Project resources. • Resolves all decisions and/or issues not resolved at the Tigard steering committee level as part of the escalation process. • Actively participates in organizational change communications. 5.2.2 Tigard Steering Committee • Works to resolve all decisions and/or issues not resolved at the project manager level as part of the escalation process. • Attends all scheduled steering committee meetings. • Provides support for the project team. • Assists with communicating key project messages throughout the organization. • Prioritizes the project within the organization. • Provides management support for the project to ensure it is staffed appropriately and staff have necessary resources. • Monitors project progress including progress towards agreed upon goals and objectives. • Has the authority to approve or deny changes impacting the following areas: o Cost o Scope o Schedule o Project Goals o Tigard Policies 5.2.3 Tigard Project Manager The Tigard shall assign project manager(s) prior to the start of this Project with overall responsibility and authority to make decisions related to project Scope, scheduling, and task assignment, and communicates decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the Tigard project manager(s) do not have the knowledge or authority to make decisions, he or she engages the correct resources from Tigard to participate in discussions and make decisions in a timely fashion to avoid Project delays. • Contract Management o Validates contract compliance throughout the Project. o Ensures invoicing and Deliverables meet contract requirements. o Acts as primary point of contact for all contract and invoicing questions. o Signs off on contract milestone acknowledgment documents. o Collaborates on and approves Change Requests, if needed,to ensure proper Scope and budgetary compliance. • Planning 55/70 �•In � tyler 0 ' technologies o Review and acknowledge Implementation Management Plan. o Defines project tasks and resource requirements for Tigard project team. o Collaborates in the development and approval of the initial Project Plan and Project Plan. o Collaborates with Tyler project manager(s)to plan and schedule Project timelines to achieve on-time implementation. • Implementation Management o Tightly manages Project budget and Scope and collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. o Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the Project Plan, as a whole,that is also in balance with Scope/budget. o Collaborates with Tyler Project manager(s)to establishes risk/issue tracking/reporting process between the Tigard and Tyler and takes all necessary steps to proactively mitigate these items or communicates with transparency to Tyler any items that may impact the outcomes of the Project. o Collaborates with Tyler Project manager(s)to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the Project. o Routinely communicates with both Tigard staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the Project by all team members. • Team Management o Acts as liaison between project team and stakeholders. o Identifies and coordinates all Tigard resources across all modules, Phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices. o Provides direction and support to project team. o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward. o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan,task list, and Production Cutover Checklist. o Assesses team performance and takes corrective action, if needed. o Provides guidance to Tigard technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution. o Coordinates in Scope 3rd party providers to align activities with ongoing Project tasks. 5.2.4 Tigard Functional Leads • Makes business process change decisions under time sensitive conditions. • Communicates existing business processes and procedures to Tyler consultants. • Assists in identifying business process changes that may require escalation. • Attends and contributes business process expertise for current/future state analysis sessions. • Identifies and includes additional subject matter experts to participate in Current/Future State Analysis sessions. 56/70 00 00 0 tyler is technologies • Provides business process change support during Power User and End User training. • Completes performance tracking review with client project team on End User competency on trained topics. • Provides Power and End Users with dedicated time to complete required homework tasks. • Act as an ambassador/champion of change for the new process. • Identifies and communicates any additional training needs or scheduling conflicts to Tigard project manager. • Prepares and Validates Forms. • Actively participates in all aspects of the implementation, including, but not limited to,the following key activities: o Task completion o Stakeholder Presentation o Implementation Management Plan development o Schedule development o Maintenance and monitoring of risk register o Escalation of issues o Communication with Tyler project team o Coordination of Tigard resources o Attendance at scheduled sessions o Change Management activities o Modification specification, demonstrations, testing and approval assistance o Conversion Analysis and Verification Assistance o Decentralized End User Training o Process Testing o User Acceptance Testing 5.2.5 Tigard Power Users • Participate in Project activities as required by the project team and project manager(s). • Provide subject matter expertise on Tigard business processes and requirements. • Act as subject matter experts and attend current/future state and validation sessions as needed. • Attend all scheduled training sessions. • Participate in all required post-training processes as needed throughout Project. • Participate in Conversion Validation. • Test all Application configuration to ensure it satisfies business process requirements. • Become Application experts. • Participate in User Acceptance Testing. • Adopt and support changed procedures. • Complete all Deliverables by the due dates defined in the Project Plan. • Demonstrate competency with Tyler products processing prior to Production Cutover. • Provide knowledge transfer to Tigard staff during and after implementation. 5.2.6 Tigard End Users • Attend all scheduled training sessions. • Become proficient in Application functions related to job duties. • Adopt and utilize changed procedures. 57/70 �•00 tyler is technologies • Complete all Deliverables by the due dates defined in the Project Plan. • Utilize software to perform job functions at and beyond Production Cutover. 5.2.7 Tigard Technical Support • Coordinates updates and releases with Tyler as needed. • Coordinates the copying of source databases to training/testing databases as needed for training days. • Extracts and transmits conversion data and control reports from Tigard's Legacy System per the conversion schedule set forth in the Project Plan. • Coordinates and adds new users and printers and other Peripherals as needed. • Validates all users understand log-on process and have necessary permission for all training sessions. • Coordinates Interface development for Tigard third party Data Exchanges. • Develops or assists in creating Reports as needed. • Ensures onsite system hardware meets specifications provided by Tyler. • Assists with software Installation as needed. 5.2.8 Tigard Upgrade Coordinator • Becomes familiar with the Software Upgrade process and required steps. • Becomes familiar with Tyler's releases and updates. • Utilizes Tyler Community to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the Tigard's Software Upgrade process. • Assists with the Software Upgrade process during implementation. • Manages Software Upgrade activities post-implementation. • Manages Software Upgrade plan activities. • Coordinates Software Upgrade plan activities with Tigard and Tyler resources. • Communicates changes affecting users and department stakeholders. • Obtains department stakeholder sign-offs to upgrade production environment. 5.2.9 Tigard Project Toolset Coordinator • Ensures users have appropriate access to Tyler project toolsets such as Tyler University,Tyler Community,Tyler Product Knowledgebase,SharePoint, etc. • Conducts training on proper use of toolsets. • Validates completion of required assignments using toolsets. 5.2.10 Tigard Change Management Lead • Validates users receive timely and thorough communication regarding process changes. • Provides coaching to supervisors to prepare them to support users through the project changes. • Identifies the impact areas resulting from project activities and develops a plan to address them proactively. • Identifies areas of resistance and develops a plan to reinforce the change. • Monitors post-production performance and new process adherence. 58/70 00 00 0 tyler is technologies 5.3 EnerGov Preliminary Conversion Summary 5.4 Community Development • Permit Master basic information • Plan Master basic information • Plan & Permit Contacts • Unique (keyed) contacts converted to global contacts • Non-keyed contacts converted to a Memo Custom Field or standard note • Sub-permit Associations—Visible in Workflow and Attached Records • Reviews and Approvals • Projects • Permit Renewals • Bonds and Escrow • Contractors • Initialized Workflows • Inspections and Inspection Cases • Meetings and Hearings • Activities and Actions • Conditions • Fees • Holds • Notes • Parcels and Addresses • Payments and Fee History • Zones • Code Case Master basic information • Code Requests • Code Case Contacts and Properties • Unique (keyed) contacts converted to global contacts • Non-keyed contacts converted to a Memo Custom Field or standard note • Violations • Fees • Payments • Notes 5.5 Business Management • Business Entity (Only for Business Licensing) • License Master basic information • License Contacts o Unique (keyed) contacts converted to global contacts o Non-keyed contacts converted to a Memo Custom Field or standard note • Reviews and Approvals—Converted to Activity • Fees 59/70 00 00 0 tyler s� technologies • Bonds and Escrow • Activities and Actions • Conditions • Notes • Holds • Initialized Workflows • Contractors • Business Types and NAICS Codes • Payment and Fee History • Code Case Master basic information • Code Requests • Code Case Contacts and Properties o Unique (keyed) contacts converted to global contacts o Non-keyed contacts converted to a Memo Custom Field or standard note • Parcels and Addresses • Meetings and Hearings • Violations o Fees o Payments o Notes 60/70 00 so 0 tyler �� technologies 6 Munis Preliminary Conversion Summary 6.1 Accounting COA • Chart of Accounts segments, objects, character codes, project codes (if applicable), organization codes (if applicable), control accounts budget rollups, fund attributes, due to/due from accounts • Requires the use of a Tyler provided spreadsheet for design and entry of the data to be converted 6.2 Accounting - Actuals • Summary account balances • Up to3years 6.3 Accounting - Budgets • Original budget, budget adjustments, revised budget summaries for accounts • Up to3years 6.4 Accounts Payable Master • Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers • Multiple remittance addresses • Year-to-date 1099 amounts 6.5 Accounts Payable - Checks • Check header data including vendor, warrant, check number, check date, overall check amount, GL cash account and clearing information • Check detail data including related document and invoice numbers for each check 6.6 Accounts Payable - Invoices Invoice header data containing general information for the invoice Invoice detail data containing line-specific information for the invoice 6.7 Business License Master • Businesses, licenses and permits, charges and receipts, and classification codes 6.8 Business License - Bills • Receivable amounts associated with license detail 61/70 • tyler s� technologies 6.9 Contracts • Contract header detail with many fields available to convert including fiscal year and period, vendor number, department code, description, enforcement method code, dates for award, approval, entry and expiration, retention information, user-defined type and review codes, status code, user id for entry and approver. Additional fields are also available. • Contract detail including line item account and amount detail 6.10 Capital Assets Master • Asset description, status, acquisition quantity, date and amount, codes for asset class, subclass, department, custodian,flags for capitalization and depreciation, estimated life, serial number, model, model year, depreciation method, life-to-date depreciation amount, last depreciation date, disposal information (if any), purchase information, if any(vendor, P0, Invoice) 6.11 General Billing CID • Customer information 6.12 Inventory Master • General master data includes item, description, commodity code, purchase vendor and date, date received, GL information, hazard code, etc. Location master includes item, location, bin, various quantities (on-hand, last, committed, standard purchase, re-order), lead time; count, count date, and variance; GL information; plus many accumulator buckets (MTD/YTD/SOY/SOM/LY received/issued /adjusted/cost/value), etc. FIFO data includes item, location, date, qty-received, unit cost, and quantity on hand. 6.13 Payroll • Payroll Employee Master data including data such as name, address,SSN, legacy employee ID, date of birth, hire date, activity status(such as active/inactive), leave/termination code and date, phone(s), e-address, marital status, gender, race, personnel status (such as full-time, part-time, etc.), highest degree, advice-delivery(print/email/both) and check location, plus primary group, job, location, and account information 6.14 Payroll —Accumulators • YTD, QTD, MTD amounts for employee pay and deductions • Needed for mid-calendar-year go-live • May not be needed if converting earnings/deductions history 6.15 Payroll —Accrual Balances • Employee Accrual Balances including Vacation, Holiday, and other Leave balances • Start of year balance, earned to date, used to date 62/70 *0�•�0 tyler is technologies 6.16 Payroll — Check History • Up to 5 years, additional years must be quoted. We convert amounts for earnings and deductions in employee check history, check number and date. 6.17 Payroll — Certifications • Certification area and certification type codes, certification number and effective date, expiration date, and required-by date,codes for certification level and subjects 6.18 Payroll — Earning/Deduction Hist. • Up to 5 years, additional years must be quoted. Earning and deduction history broken down my individual codes(earnings and deduction) and amounts per pay period,the detail of these lines, sums the check history in opt 4. 6.19 Payroll - Deductions • Employee Deductions - including employee ID, deduction codes,tax information, and direct deposit information 6.20 Payroll — Education • Codes, for institution, type of degree, and area(s) of study 6.21 Payroll — Position Control • Position, description, status,job code, bargaining group, location, number of employees allowed for each, FTE percentage, GL account, and max/min grade and step 6.22 Payroll — PM Action History • A variety of Personnel actions, such as job or salary changes and dates these events occurred. 6.23 Payroll — Recruiting • Application requisition applicant master data, plus applicant references, certifications, education, skills, tests, work history, and interviews 6.24 Payroll — State Retirement Tables • Specific state-required data, plus related service years information, when appropriate • Needed for some states 63/70 00 00 0 tyler is technologies 6.25 Purchase Orders • Open purchase orders header data including vendor, buyer, date, accounting information, etc. • Open purchase orders detail data including line item descriptions, quantities, amounts, etc. 6.26 Project Grant Accounting • Segments, account strings and fund string allocation table • Requires the use of a Tyler provided (Chart of Accounts) spreadsheet for design and entry of the data to be converted 6.27 Project Grant Accounting - Actuals • Summary project ledger string balances • Up to3years 6.28 Project Grant Accounting — Budget • Original project ledger budget amounts • Up to 3 years 6.29 Utility Billing • Account Master data including previous and current customer owner information-address info, phone, fax, SSN number, FID number, account status, parcel number, location street, apartment, city, state, zip, book number, read sequence, account start and end date, EFT bank information 6.30 Utility Billing —Services • Service data for each account including service codes, status, type, factor, condo units, bill cycle codes, budget information, winter usage, meter readings( current and previous), meter usage (current and previous), sales tax information 6.31 Utility Billing —Assessments • Assessments are improvement costs that are spread across to property owner • Utility Billing conversion option 4(balance forward AR) must also be purchased in order to convert assessments 6.32 Utility Billing —Consumption History • History of meter readings, usage, read dates, usage days, bill amounts, bill dates, read codes 6.33 Utility Billing —Balance Forward AR • Total balance due on the account, or by charge code 64/70 00 .. 0 tyler •• technologies • If late penalties will be applied in Munis after the conversion, balance forward amounts must be converted by charge code 6.34 Utility Billing —Service Orders • Service Orders data associated with accounts, including meter repairs, checks for leaky meter, reread a meter due to high reading 6.35 Utility Billing —Backflow • Account information, backflow device information, backflow type, and backflow violations 6.36 Asset Maintenance — Work Order Assets • Asset Maintenance tables for all work order asset types.These tables contain the detail of the asset based on the type e.g. Equipment, infrastructure,fleet etc. 6.37 Asset Maintenance — Closed Work Order History No Cost Data • Work Order History with no cost data, this is the basic work order information, the work order number, comments, contacts, description, user defined fields. 6.38 Asset Maintenance — Work Order History with Cost Data • Work Order History with cost data, everything included in option 2 but integrated with several other Munis modules such as Inventory or Payroll, linking employee numbers, customer number, Inventory items, etc. 65/70 �•. 0 tyler is technologies 7 EnerGov Definitions 7.1 "Unique Business Transactions" • Unique workflow or business process steps & actions (including output actions) • Unique Fee assessment/configuration definition • Unique Custom fields/forms definition Uniqueness of any of these mentioned parameters regulates the need for a unique business case transaction design document and configuration event. 7.2 "Template Transactions" • A pre-defined and pre-configured EnerGov best management business process. • The following modifications to Template Transactions are considered within scope (quantified above in "Transactions and Automation" section): o Changes to the required inspections o Changes to the required review departments o Adding no more than 2 additional actions to the workflow o Changes to fees that require creating no more than 3 fees to accommodate o Changes to the custom field layouts that are related to fees and reports Tigard will be trained on processes and workflows and the ability to make additional or future modifications. 7.3 "Geo-Rules" • An automation event that is triggered by a condition configured around the source ESRI geodatabase. Current geo-rule events are: Alert • Displays a pop-up with a custom message to the user, notifying them of certain spatial data (i.e. noise abatement zones;flood zones; etc.). Block • Places a block on the case and prevents any progress or updates from occurring on the record (i.e. no status changes can be completed, no fees can be paid,the workflow cannot be managed, etc.) Block with • Places a block on the case and prevents any progress or updates from Override occurring on the record (i.e. no status changes can be completed, no fees can be paid,the workflow cannot be managed, etc.) However,the block can be overridden by end-users who have been given the proper securities. Fee Date • Populates the CPI vesting date on the record if vesting maps are used by the 66/70 ••••� tyler • jurisdiction. Filed • A custom field or any field inherent in the EnerGov application can Mapping automatically populate with information based on spatial data. Required • A workflow action can automatically populate in the workflow details for the Action particular record (i.e. plan, permit, code case, etc.)that requires the action based on certain spatial data related to the case. Required • A workflow step can automatically populate in the workflow details for the Step particular record (i.e. plan, permit, code case, etc.)that requires the step based on certain spatial data related to the case. Zone • The zone(s) automatically populate on the "Zones"tab of the record (i.e. plan, Mapping permit, code case, etc.). 7.4 "Intelligent Objects (10)" • Key components for automatically and reactively triggering geo-rules, computing fees, and generating emails, alerts and other notifications. 7.5 "Intelligent Automation Agents (IAA)" • A tool designed to automate task in a proactive manner by setting values and generating emails and other tasks. On a nightly basis, a Windows service sweeps the EnerGov system looking for IAA conditions that have been met, and the associated actions are then performed.The IAA does not generate alerts or errors. 7.6 "EnerGov SDK API (Toolkits)" • API's developed by Tyler Technologies for extending the EnerGov Framework and functionality to external agencies and systems. Full documentation is available for each toolkit upon request. Note:The EnerGov toolkits and related documentation are simply tools that allow clients to create applications and integrations.The purchase of a toolkit does not imply any development related services from Tyler Technologies.The client is responsible for working with their IT staff and VAR's to develop any necessary applications and integrations except as otherwise noted in the Investment Summary for any"in-scope" integrations. 67/70 • ••• tyler ••••�• • technologies 8 Glossary 7Change Definitionlication A computer program designed to perform a group of coordinated functions,tasks or activities for the benefit of the user. Control A systematic approach for managing change governing how Change Requests will be received, assessed and acted on. Change Management An approach for ensuring that changes are thoroughly and smoothly implemented and that the lasting benefits of change are achieved.The focus is on the global impact of change with an intense focus on people and how individuals and teams move from the current situation to the new one. Change Request A form used as part of the Change Control process whereby changes in the Scope of work,timeline, resources, and/or budget are revised and agreed upon by participating parties. Consumables Items that are used on a recurring basis, usually by Peripherals. Examples: paper stock or scanner cleaning kits. Control Point Occurring at the end of each Stage, the Control Point serves as a formal client review point. Project progress cannot continue until the client acknowledges the agreed upon Deliverables of the Stage have been met or agree on an action plan to make the Deliverable acceptable and move to next Stage while executing final steps of current Stage. Cutover The point when a client begins using Tyler software in production. Data Exchange A term used to reference Imports and Exports, and Interfaces which allow data to be exchanged between an external system and Tyler software. Data Mapping The process of mapping fields from the Legacy System to the 16 appropriate location in the new system from one or more sources. Deliverable A tangible or intangible object/document produced as a result of the Project that is intended to be delivered to a client (either internal or external) or vendor at a specific time. End User The person for whom the software is designed to use on a day-to-day basis. Forms A document which is typically printed on a template background and only captures data for one record per page. Forms are provided to entity customers whether internal (employees) or external (citizens). Imports and Exports A process within the system that a user is expected to run to consume (Import) or produce (Export) a specifically defined file format/layout. Interface A real-time or automated exchange of data between two systems. 68/70 •0 00 0 tyler •• technologies References the initial installation of software files on client services and preparing the software for use during configuration.The version currently available for general release will always be used during the EL:: initial install. Legacy System The system from which a client is converting. Modification Modification of software program package to provide individual client requirements documented within the Scope of the Agreement. Peripherals An auxiliary device that connects to and works with the computer in some way. Examples: mouse, keyboard, scanner, external drive, microphone, speaker, webcam, and digital camera. Phase A portion of the Project in which specific set of related products are typically implemented. Phases each have an independent start, Production Cutover and closure dates but use the same ka Implementation Plans as other Phases within the Project. Phases may overlap or be sequential and may have the same Tyler project manager and Tyler project team or different individuals assigned. Power User An experienced client person or group who is (are) an expert(s) in the client business processes, as well as knowledgeable in the requirements and acceptance criteria. The Project includes all implementation activity from Plan & Initiate to Closure for all products,Applications and functionality included in a single Agreement.The Project may be broken down into multiple Phases. Project Plan The Project Plan serves as the master blueprint for the Project. As developed,the Project schedule will become a part of the Project Plan and outline specific details regarding tasks included in the Project Plan. Project Planning Meeting Occurs during the Plan & Initiate Stage to coordinate with the Client project manager to discuss Scope, information needed for project scheduling and resources. Questionnaire A document containing a list of questions to be answered by the client for the purpose of gathering information needed by Tyler to complete the implementation. RACI A chart describing level of participation by various roles in completing tasks or Deliverables for a Project or process.Also known as a responsibility assignment matrix(RAM) or linear responsibility chart (LRC). Reports Formatted to return information related to multiple records in a structured format. Information is typically presented in both detail and summary form for a user to consume. Scope Products and services that are included in the Agreement. 69/70 �•i•0i tyler �� technologies Software Upgrade References the act of updating software files to a newer software release. Stage The top-level components of the WBS. Each Stage is repeated for IL individual Phases of the Project and requires acknowledgement before continuing to the next Stage. Some tasks in the next Stage may begin before the prior Stage is complete. Stakeholder Presentation Representatives of the Tyler implementation team will meet with key client representatives to present high level Project expectations and outline how Tyler and the Client can successfully partner to create an environment for a successful implementation. Standard Included in the base software (out of the box) package. Statement of Work(SOW) Document which will provide supporting detail to the Agreement defining Project-specific activities and Deliverables Tyler will provide to the client. Test Plan Describes the testing process. Includes "Test Cases" to guide the users through the testing process.Test cases are meant to be a baseline for core processes;the client is expected to supplement with client specific scenarios and processes. Validation (or to validate) The process of testing and approving that a specific Deliverable, process, program or product is working as expected. Work Breakdown A hierarchical representation of a Project or Phase broken down into Structure(WBS) smaller, more manageable components. 70/70 00 . 00 tyler •• technologies Statement of Work Tyler Technologies Prepared for: City of Tigard Mike Nolop 13125 SW Hall Blvd, Tigard, OR 97223 Prepared by: Lee Midkiff 5519 53rd Street, Lubbock,TX 79414 Tyler Technologies, Inc. www.tylertech.com • •••'•• Revised:6/9/2020 •�• • tyler • t�ciinola�ic:s Table of Contents 1 Executive Summary...............................................................................................................................5 1.1 Project Overview...........................................................................................................................5 1.2 Product Summary .........................................................................................................................5 1.3 Project Timeline............................................................................................................................5 1.4 Project Methodology Overview....................................................................................................6 2 Project Governance...............................................................................................................................6 1.5 Client Governance.........................................................................................................................6 2.1.1 Client Project Manager.........................................................................................................7 2.1.2 Steering Committee..............................................................................................................7 2.1.3 Executive Sponsor(s).............................................................................................................7 1.6 Tyler Governance..........................................................................................................................7 2.1.4 Tyler Project Manager...........................................................................................................7 2.1.5 Tyler Implementation Management.....................................................................................7 2.1.6 Tyler Executive Management ...............................................................................................8 1.7 Acceptance and Acknowledgment Process..................................................................................8 3 Overall Project Assumptions.................................................................................................................8 1.8 Project, Resources and Scheduling...............................................................................................8 1.9 Data Conversion............................................................................................................................9 1.10 Data Exchanges, Modifications, Forms and Reports ..................................................................10 1.11 Hardware and Software..............................................................................................................10 1.12 Education ....................................................................................................................................11 4 Implementation Stages.......................................................................................................................11 1.13 Work Breakdown Structure (WBS) .............................................................................................11 4.1 Initiate & Plan (Stage 1) ..............................................................................................................13 4.1.1 Tyler Internal Coordination & Planning..............................................................................13 4.1.2 System Infrastructure Planning...........................................................................................15 4.1.3 Project/Phase Planning.......................................................................................................16 4.1.4 Project Schedule .................................................................................................................17 4.1.5 Stakeholder Presentation ...................................................................................................18 2/57 ••••• tyler • 4.1.6 Control Point 1: Initiate & Plan Stage Acceptance..............................................................19 4.2 Assess& Define (Stage 2)............................................................................................................20 4.2.1 Fundamentals Review.........................................................................................................20 4.2.2 Current/Future State Analysis.............................................................................................21 4.2.3 Data Conversion Planning & Mapping................................................................................22 4.2.4 Standard 3rd Party Data Exchange Planning.......................................................................23 4.2.5 Modification Analysis &Specification, if contracted..........................................................24 4.2.6 Forms & Reports Planning ..................................................................................................25 4.2.7 System Deployment............................................................................................................26 4.2.8 Control Point 2: Assess& Define Stage Acceptance...........................................................27 4.3 Build &Validate (Stage 3) ...........................................................................................................29 4.3.1 Configuration & Power User Training.................................................................................29 4.3.2 Data Conversion &Validation.............................................................................................30 4.3.3 Standard 3rd Party Data Exchange Validation....................................................................31 4.3.4 Modification Delivery&Validation, if contracted..............................................................32 4.3.5 Forms & Reports Validation................................................................................................33 4.3.6 Control Point 3: Build &Validate Stage Acceptance...........................................................34 4.4 Final Testing&Training(Stage 4) ...............................................................................................35 4.4.1 Cutover Planning.................................................................................................................35 4.4.2 User Acceptance Testing (UAT)...........................................................................................36 4.4.3 End User Training................................................................................................................37 4.4.4 Control Point 4: Final Testing&Training Stage Acceptance...............................................38 4.5 Production Cutover(Stage 5)......................................................................................................39 4.5.1 Final Data Conversion, if applicable....................................................................................39 4.5.2 Production Processing&Assistance...................................................................................40 4.5.3 Transition to Tyler Support.................................................................................................41 4.5.4 Schedule Post-Production Services, if applicable ...............................................................42 4.5.5 Control Point 5: Production Cutover Stage Acceptance.....................................................43 4.6 Phase/Project Closure (Stage 6)..................................................................................................44 4.6.1 Close Phase/Project............................................................................................................44 4.6.2 Control Point 6: Phase/Project Closure Stage Acceptance.................................................45 5 Roles and Responsibilities...................................................................................................................47 3/57 •%. tyler • 5.1 Tyler Roles and Responsibilities..................................................................................................47 5.1.1 Tyler Executive Management .............................................................................................47 5.1.2 Tyler Implementation Management...................................................................................47 5.1.3 Tyler Project Manager.........................................................................................................47 5.1.4 Tyler Implementation Consultant.......................................................................................48 5.1.5 Tyler Sales ...........................................................................................................................49 5.1.6 Tyler Software Support.......................................................................................................49 5.2 City of Tigard Roles and Responsibilities ....................................................................................49 5.2.1 City of Tigard Executive Sponsor.........................................................................................49 5.2.2 City of Tigard Steering Committee......................................................................................49 5.2.3 City of Tigard Project Manager...........................................................................................50 5.2.4 City of Tigard Functional Leads...........................................................................................51 5.2.5 City of Tigard Power Users..................................................................................................52 5.2.6 City of Tigard End Users......................................................................................................52 5.2.7 City of Tigard Technical Support.........................................................................................52 5.2.8 City of Tigard Upgrade Coordinator....................................................................................53 5.2.9 City of Tigard Project Toolset Coordinator .........................................................................53 5.2.10 City of Tigard Change Management Lead...........................................................................53 1.14 Court Case Management-Standard...........................................................................................53 6 Glossary...............................................................................................................................................55 4/57 •%. tyler • I Executive Summary 1.1 Project Overview The Statement of Work(SOW) documents the Project Scope, methodology, roles and responsibilities, implementation Stages, and deliverables for the implementation of Tyler products. The Project goals are to offer City of Tigard the opportunity to make Tigard more accessible and responsive to external and internal customer needs and more efficient in its operations through: ■ Streamlining, automating, and integrating business processes and practices ■ Providing tools to produce and access information in a real-time environment ■ Enabling and empowering users to become more efficient, productive and responsive ■ Successfully overcoming current challenges and meeting future goals 1.2 Product Summary Below, is a summary of the products included in this Project, as well as reference to Tigard's functional area utilizing the Tyler product(s). Refer to the Implementation Stages section of this SOW for information containing detailed service components. [PRODUCT] [APPLICATION] Incode Court Tyler Content Manager Document Management 1.3 Project Timeline The Project Timeline establishes a start and end date for each Phase of the Project. Developed during the Initiate & Plan Stage and revised as mutually agreed to, if needed,the timeline accounts for resource availability, business goals, size and complexity of the Project, and task duration requirements. The dates for each Phase provided below are estimates based on preliminary discussions and assumptions regarding resource availability.The dates do not represent any contractual commitment and will not be referenced to trigger payment or to enforce deadlines for specific project activities. FunctionalPhase • • Date Go-Live Date 7 Incode • Courts January December 2023 2023 5/57 .00 0 tyler is technologies 1.4 Project Methodology Overview Tyler bases its implementation methodology on the Project Management Institute's (PMI) Process Groups (Initiating, Planning, Executing, Monitoring&Controlling, and Closing). Using this model,Tyler developed a 6-stage process specifically designed to focus on critical project success measurement factors. Tailored specifically for Tyler's public sector clients, the project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to Scope, budget,timeline controls, effective communications, and quality standards. Clearly defined,the project methodology repeats consistently across Phases, and is scaled to meet Tigard's complexity, and organizational needs. 1.5 Project Collaboration Software/Tools Tyler will provide a SharePoint site that will serve as the primary collaboration tool for use on the project. The SharePoint site will contain the project plan, all Tyler project documents, any Client project documents, any deliverables, sign offs, change orders or other documents that will be shared with the project team. Current assumption is that SharePoint will be available for at least 12 months after the last phase Production Cut-Over date. 2 Project Governance The purpose of this section is to define the resources required to adequately establish the business needs, objectives, and priorities for the Project; communicate the goals to other project participants; and provide support and guidance to accomplish these goals. Project governance also defines the structure for issue escalation and resolution, Change Control review and authority, and organizational Change Management activities. The preliminary governance structure establishes a clear escalation path when issues and risks require escalation above the project manager level. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage. The path below illustrates an overall team perspective where Tyler and Tigard collaborate to resolve project challenges according to defined escalation paths. In the event project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk,Tyler implementation management and Tigard steering committee become the escalation points to triage responses prior to escalation to Tigard 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.Tigard and Tyler executive sponsors serve as the final escalation point. 2.1 Client Governance Depending on Tigard's organizational structure and size, the following governance roles may be filled by one or more people: 6/57 so .0 . tyler is technologies 2.1.1 Client Project Manager Tigard's project manager(s) coordinate project team members, subject matter experts, and the overall implementation schedule and serves as the primary point of contact with Tyler. The Tigard project manager(s)will be responsible for reporting to the Tigard steering committee and determining appropriate escalation points. 2.1.2 Steering Committee Tigard's steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation of the Project's value throughout the organization. The Tigard steering committee will oversee the Tigard project manager(s) and the Project, and through participation in regular internal meetings, the Tigard steering committee will remain updated on all project progress, project decisions, and achievement of project milestones.The Tigard steering committee also provides support to the Tigard project manager(s) by communicating the importance of the Project to all impacted departments. The Tigard steering committee is responsible for ensuring the Project has appropriate resources, provides strategic direction to the project team, for making timely decisions on critical project issues or policy decisions.The Tigard steering committee also serves as primary level of issue resolution for the Project. 2.1.3 Executive Sponsor(s) Tigard's executive sponsor provides support to the Project by allocating resources, providing strategic direction, and communicating key issues about the Project and the Project's overall importance to the organization. When called upon, the executive sponsor also acts as the final authority on all escalated project issues.The executive sponsor engages in the Project, as needed, in order to provide necessary support, oversight, guidance, and escalation, but does not participate in day-to-day project activities.The executive sponsor empowers the Tigard steering committee, project manager(s), and functional leads to make critical business decisions for Tigard. 2.2 Tyler Governance 2.2.1 Tyler Project Manager The Tyler project manager(s) have direct involvement with the Project and coordinates Tyler project team members, subject matter experts,the overall implementation schedule, and serves as the primary point of contact with Tigard.As requested by Tigard,the Tyler project manager(s) provide regular updates to Tigard's steering committee and other Tyler governance members. 2.2.2 Tyler Implementation Management Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process.Tyler project manager(s) consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler project manager(s) or with Tigard management, as appropriate.Tyler executive management is the escalation point for any issues not resolved at this level.The name(s) and contact information for this resource will be provided and available to the project team. 7/57 0000 0 0 0 .00 tyler is technologies 2.2.3 Tyler Executive Management Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process.This team member offers additional support to the project team and collaborates with other Tyler department managers, as needed, in order to escalate and facilitate implementation project tasks and decisions. The name(s) and contact information for this resource will be provided and available to the project team. 2.3 Acceptance and Acknowledgment Process All Deliverables and Control Points must be accepted or acknowledged following the process below. Acceptance requires a formal sign-off while acknowledgement may be provided without formal sign-off at the time of delivery.The following process will be used for accepting or acknowledging Deliverables and Control Points: • Tigard shall have ten (10) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing,to accept or acknowledge each Deliverable or Control Point. If Tigard does not provide acceptance or acknowledgement within 10 (10) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld,Tyler deems the Deliverable or Control Point as accepted. • If Tigard does not agree the particular Deliverable or Control Point meets requirements Tigard shall notify Tyler project manager(s), in writing, with reasoning within ten (10) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable. • Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. Tigard shall then have ten (10) 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 Tigard does not provide acceptance or acknowledgement within ten (10) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld,Tyler deems the Deliverable or Control Point as accepted. 3 Overall Project Assumptions 3.1 Project, Resources and Scheduling • Project activities will begin after the Agreement has been fully executed. • Tigard has the ability to allocate additional internal resources if needed.Tigard also ensures the alignment of their budget and Scope expectations. • Tigard and Tyler ensure that the assigned resources are available,they buy-into the change process, and they possess the required business knowledge to complete their assigned tasks 8/57 0000 0 0 0 .. 0 tyler is technologies successfully. Should there be a change in resources,the replacement resource should have a comparable level of availability, buy-in, and knowledge. • Tyler and Tigard provide adequate resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget. • Abbreviated timelines and overlapped Phases can result in Project delays if there are not sufficient resources assigned to complete all required work as scheduled. • Changes to Project Plan, availability of resources or changes in Scope may result in schedule delays,which may result in additional charges to the Project. • Tyler provides a written agenda and notice of any prerequisites to Tigard project manager(s)ten (10) business days prior to any scheduled on site or remote sessions. If notice is not provided within ten(10)business days, Tigard may require the workshop or associated activity to be rescheduled without incurring penalty or expense • Tyler provides notice of any prerequisites to Tigard project manager(s) a minimum of ten (10) business days prior to any key deliverable due dates. • Tigard users complete prerequisites prior to applicable scheduled activities. • Tyler provides guidance for configuration and processing options available within the Tyler software. Tigard is responsible for making decisions based on the options available. • In the event Tigard may elect to add and/or modify current business policies during the course of this Project, Tigard will define and document such policy changes and Tyler will assist Tigard with the appropriate accommodation of the policy within the solution and Tigard may incur expenses for additional services to accommodate the solution . • Tigard makes timely Project related decisions in order to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Decisions left unmade may affect the schedule, as each analysis and implementation session builds on the decisions made in prior sessions. • Tyler considers additional services out of Scope and requires additional time and costs be requested via Change Request approved through the Change Control process as outlined in the approved implementation management plan. • Tigard will respond to information requests in a comprehensive and timely manner, in accordance with the Project Plan. 3.2 Data Conversion • Tigard is readily able to produce the data files needed for conversion from the Legacy System in order to provide them to Tyler on the specified due date(s). 9/57 •.:• , tyler is technologies • Each Legacy System data file submitted for conversion includes all associated records in a single approved file layout. • Tigard understands the Legacy System data extract(s) must be provided to Tyler in the same format each time unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget, and resource availability may occur and/or data in the new system may be incorrect. • During this process,Tigard may need to correct data scenarios in the Legacy System prior to the final data pull.This is a complex activity and requires due diligence by Tigard to ensure all data pulled includes all required data and the Tyler system contains properly mapped data. • During Production Cutover, Tigard may need to manually add or correct data after data has been loaded into the production database as mutually agreed to prior to the load 3.3 Data Exchanges, Modifications, Forms and Reports • Tigard ensures the 3rd party data received conforms to a Tyler standard format. • The 3rd party possesses the knowledge of how to program their portion of the interaction and understands how to manipulate the data received. • Client is on a supported, compatible version of the 3rd party software or Tyler standard Data Exchange tools may not be available. • Tigard is willing to make reasonable business process changes leveraging standard Tyler functionality rather than expecting the product to conform to every aspect of their current system/process. • Any Modification requests not expressly stated in the contract are out of Scope. Modifications requested after contract signing have the potential to change cost, Scope, schedule, and production dates for project Phases. Modification requests not in Scope must follow the Project Change Request process as outlined in the approved implementation management plan. 3.4 Hardware and Software • Tyler will initially Install the most current generally available version of the purchased Tyler software. • Tigard will provide network access for Tyler modules, printers, and Internet access to all applicable City of Tigard and Tyler project staff. • Tigard has in place all hardware, software, and technical infrastructure necessary to support the Project. 10/57 •�� tyler s� technologies • Tigard has in place all hardware, software, and technical infrastructure necessary to support the Project. 3.5 Education ■ Throughout the Project lifecycle, Tigard provides a training room for Tyler staff to transfer knowledge to Tigard's resources, for both onsite and remote sessions. Tigard will provide staff with a location to practice what they have learned without distraction. If Phases overlap, Tigard will provide multiple training facilities to allow for independent sessions scheduling without conflict. ■ The training room is set up in a classroom setting. Tigard determines the number of workstations in the room.Tyler recommends every person attending a scheduled session with a Tyler Consultant or Trainer have their own workstation. However,Tyler requires there be no more than two (2) people at a given workstation. ■ Tigard provides a workstation which connects to the Tyler system for the Tyler trainer conducting the session. The computer connects to a City of Tigard provided projector, allowing all attendees the ability to actively engage in the training session. ■ Users performing user acceptance testing (UAT) have attended all applicable training sessions prior to performing UAT. 3.6 Environments and Databases • Tyler will establish software databases to support activities for concurrent project phases. The databases will be production and test. • The test environment will be used by Tyler to build the solution. Tyler will use the test database for testing and reviewing converted data. Tyler will also use the test database to present completed deliverables to Tigard for acceptance. Once deliverables have been accepted,they will be moved to the production and train environments. • At Production Cutover the production database will be used for processing daily functions 4 Implementation Stages 4.1 Work Breakdown Structure (WBS) The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into smaller, more manageable components.The top-level components are called "Stages" and the second level components are called "work packages."The work packages, shown below each Stage, contain the high-level work to be done.The detailed Project Plan, developed during Initiate & Plan and finalized during Assess & Define, will list the tasks to be completed within each work package. Each Stage ends with a "Control Point", confirming the work performed during that Stage of the Project. 11/57 • tyler �� technologies .............i iE� 1.2-13 I 13.13 1-4.0 1-5.0 kilifial!A n,..j I 4ssess& BuIld a FiVlai T-EStIM@ Pmdualim mk-wW*%t Wine VaMma i Tr;hiriing Cutover clustirs Ji 3.4.3 3..l L SL L t. an� Final Data Please, 'U Cr F1 Coryver5ion PrGiecl PlallnlKt TraimirLg 132 3A) iit :.j.z COWROL MNT I the*Acbepmrac'e 5Y 1n StaeeAnalysis $tkp &vakdatiGm 3 L 23, Ly} Dau 14mvemom U�— T�ttlw IQ AP;iwrbing JL aWl" Pamy Data lyieeuppm mapohm lExcharge 3.4.1 -- Val dation f CaN J� "_,,r�il On ------------------- LAA ProieUSe um knxm,if 311 T L2,A 7 d3 �dl i1pp4icaMe Epchar4te 115 Manning valw000'n, 3.3.S 1%% L.M QDNT*MFOFW precgnptllon Farms&fii�pwts YaKdai4vn 1.3.G 1�ff- CONTROL POINT --————- 1:Inffiatm&Wan .2. L L&Reports COWTIROLPOiNT Planning 3:Build lb iib "WaINX POINT A Assm& Defift 316F If included in projeCt 500pe 12/57 •.:• , tyler technologies 4.2 Initiate & Plan (Stage 1) The Initiate & Plan Stage creates a foundation for the Project through identification of Tigard and Tyler Project Management teams, development of implementation management plans, and the provision and discussion of system infrastructure requirements.Tigard participation in gathering information is critical. Tyler Project Management teams present initial plans to stakeholder teams at Stage end. 4.2.1 Tyler Internal Coordination & Planning Prior to Project commencement,Tyler management staff assigns project manager(s).Tyler provides Tigard with initial Project documents used in gathering basic information, which aids in preliminary planning and scheduling. Tigard participation in gathering requested information by provided deadlines ensures the Project moves forward in a timely fashion. Internally,the Tyler project manager(s) coordinate with sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with Tigard's team. During this step,Tyler will work with Tigard to establish the date(s)for the Project/Phase Planning session.Tigard will be consulted with the selection of the Tyler Project Manager or any changes to this position.Tigard has the ability to request a change of Tyler personnel if conflict or a productive working relationship cannot be ensured. Any changes to Tyler personnel, as requested by Tigard, may result in a delay in the project schedule. RACI MATRIX KEY: R= Responsible A=Accountable C= Consulted I = Informed STAGE 1 Tyler Internal Coordination&Planning TYLER CLIENT dA i i v J c 6 N O c Q Q N O O � � � � � c O_ bA O_ O d Q O u 2 v i 0 E 2 Z N UJ p cn "' U N N cn J p U v ami v o > rw j E -a) v ��- O u u c u o v L W u v v a u v v N fl- O O u x +� L O N c N i fl- x E O 2 W w in a � U n O w a N - N N N - N - - c c c c c cc c c c c TASKS T T T T .v .v .v .v .v .v .v .v .� .v .� U U U U U U U U U U U Assign Tyler project manager A R I I 13/57 tyler • • Provide initial Project documents to A I R C I Client Sales to Implementation knowledge A I R C transfer Internal planning and phase A R C coordination 14/57 • tyler • 4.2.2 System Infrastructure Planning Tigard provides, purchases or acquires hardware according to hardware specifications provided by Tyler and ensures it is available at Tigard's site. Tigard completes the system infrastructure audit, ensuring vital system infrastructure information is available to the Tyler implementation team for configuring a secure tunnel from Tigard to the Tyler hosted environment, and verifies all hardware compatibility with Tyler solutions. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 1 System Infrastructure Planning TYLER CLIENT N Q) Uj C: cL CL o 0 O XX i N v U w w noO _ in U O N O +' O E C: O b0 O O 0 a O- O co N = a O Vl �- fl- C J C VI a--� N 41 OL O ci N U ro v J p U U a-' U U in 7 'i U 'Z1 1]A N i D C U (9 C N X E E m O O v w c�ii a Ui U a 0 w a w — a — D L n ID 1 v v v -2 -22 v � c c c c c c c c c c c TASKS >1 >1 >1 >1 >1 >1 >- >- >- •v .v — — — — — — — — — U U U U U U U U U U U Provide system hardware I R A I C specifications Make hardware available for A R I C Installation Install system hardware, if A R I C applicable Complete system infrastructure A R I C audit 15/57 �0 0 tyler �� technologies 4.2.3 Project/Phase Planning Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify Applications to implement in each Phase (if applicable), and discuss implementation timeframes. The Tyler project manager(s) deliver an Implementation Management Plan, which is mutually agreeable by Tyler and Tigard. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 1 Project/Phase Planning TYLER CLIENT ii ) C t7q E n W CQ O X x (Ua C N O O N U W uJ OD i U) 0 O _ i v7 E (6 U C: i C E UO c0 t]0 a) _6 + c O_ W O_ O O d Q O a = rp L v� W OO c N O O O N O — n3 N c O C C > N a) U ro '^ a1 i — O U > (D a1 M c0 > ti0 5 E aJ � ~ aJ +, O U U -Z+ C U O a1 L i .0 U 'O � U U to � 'C U a) U C a) �p (�O ai Q o Q o U x O v c a) - OL w E a E D 2 �n w in a U 0- in w a N N N N N N N N N C C C C C C C C C C C TASKS .v .v .v .v .v .v .v .v .v .v .v U U U U U U U U U U U Perform Project/Phase Planning A R I C C I Deliver implementation A R C C I management plan 16/57 • tyler �� technologies 4.2.4 Project Schedule Client and Tyler will mutually develop an initial Project Schedule.The initial schedule includes, at minimum, enough detail to begin Project activities while the detailed Project Plan/schedule is being developed and refined. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 1 Project Schedule TYLER CLIENT In L -- y E J M N + a C Q Q N LO O c ° ° a) ti -2o- E o o 0 o a I o Na� o cn �^ U co `° N v cn J p U v v o u u c° o v E °�' v v +' v u v v '� v °�° v s v E a '� a m E -o s v W v 'p c m 3 Q- -o v 'E oA w E E p o N w vn a i U d 0 W a D v v N v v N N N v c c c c c c c c c c c TASKS T a .� .v .v .v .v _v .v _v. v _v .v U U U U U U U U U U U Develop initial Project Schedule A R I C I I Deliver Project Plan and schedule for A R I I I C C I I I Project Phase Client reviews Project Plan&initial C I A R C C C schedule Client approves Project Plan &initial I I A R C C I I I I I schedule 17/57 • tyler �� technologies 4.2.5 Stakeholder Presentation Tigard stakeholders join Tyler project manager(s)to communicate successful Project criteria, Project goals, Deliverables, a high-level milestone schedule, and roles and responsibilities of Project participants. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 1 Stakeholder Presentation TYLER CLIENT C C QQ N U w w M i O N U c O uA O O a Q O ca 4J _ c O m OL N N O Ln N U m O N L J O U v v � Q) C: o co > tin c � � E v v u U o i N N C a 0 a +° E o s v w v 'o c m O � -o u 'o w OL w E a E p v) w vn a Li U d o w a v c c c c c c c c c c c TASKS U 1 U I U U U U 1 U U U U 1 U Present overview of Project Deliverables, Project Schedule and A R I I I I C I I I I I I I roles and responsibilities Communicate successful Project I R C A C I I C I I criteria and goals 18/57 • tyler �� m technologies 4.2.6 Control Point 1: Initiate & Plan Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below.Advancement to the Assess & Define Stage is dependent upon Tyler's receipt of the Stage Acceptance. 4.2.6.1 Initiate & Plan Stage Deliverables • Implementation Management Plan o Objective: Update and deliver baseline management plans to reflect the approach to Tigard's Project. o Scope:The Implementation Management addresses how communication, quality control, risks/issues, resources and schedules, and Software Upgrades (if applicable) will be managed throughout the lifecycle of the Project. o Acceptance criteria: City of Tigard reviews and acknowledges receipt of Implementation Management Plan. • Project Plan/Schedule o Objective: Provide a comprehensive list of tasks,timelines and assignments related to the Deliverables of the Project. o Scope:Task list, assignments and due dates o Acceptance criteria: City of Tigard acceptance of schedule based on Tigard resource availability and Project budget and goals. 4.2.6.2 Initiate & Plan Stage Acceptance Criteria • Hardware Installed • System infrastructure audit complete and verified • Implementation Management Plan delivered • Project Plan/Schedule delivered; dates confirmed • Stakeholder Presentation complete 19/57 00 •• • tyler • technologies 4.3 Assess & Define (Stage 2) The primary objective of Assess& Define is to gather information about current City of Tigard business processes and translate the material into future business processes using Tyler Applications. Tyler uses a variety of methods for obtaining the information, all requiring City of Tigard collaboration. Tigard shall provide complete and accurate information to Tyler staff for analysis and understanding of current workflows and business processes. 4.3.1 Fundamentals Review Fundamentals Review provides functional leads and Power Users an overall understanding of software capabilities prior to beginning current and future state analysis.The primary goal is to provide a basic understanding of system functionality, which provides a foundation for upcoming conversations regarding future state processing. Tyler utilizes a variety of methods for completing fundamentals training including the use of el-earning,videos, documentation, and walkthroughs. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 2 Assess&Define TYLER CLIENT In - + -6 O L (6 M L 4J a-- L co 0 O co N n O N U w w OA i o s_ In E co U M c o w o O 0O d Q cEwmO a 4J _ v� O a C OL C J i +' N O o c o cn o _ o N c O co N U o N N L — O v v v c > an 0 � E v v + O o2S U v c O v L n a X a E s v v o c m 3 Q u o W w E E o W N w u a Li U d 0 w a D N d1 N d1 N N N N N C C C C C C C C C C TASKS > > > > •v .v .v .v .v .v .v .v .w .v .v U U U U U U U U U U U Schedule fundamentals review& provide fundamentals materials& A R I C I I I prerequisites,if applicable Complete fundamentals materials I A R I C review and prerequisites Ensure all scheduled attendees are I I A R C I present Facilitate fundamentals review A R I I I 2 ,57 •.:• ., tyler •• technologies 4.3.2 Current/Future State Analysis Tigard and Tyler evaluate current state processes, options within the new software, pros and cons of each option based on current or desired state, and make decisions about future state configuration and processing. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 2 Current/Future State Analysis TYLER CLIENT Ln - _0 O m N vE + O c Q Q E v v o 0 N U w w oA oIn — Ln E U v ° ° E nvo m tin v -2 c 0 W O o o a o o v _ m o .L a � CL a E c ^ +� aJ o v v v o co u u c° o v E m u -0 � EuEuu a '� a +° E m s v W v 'p c ca 3 Q o u 'p w E D E A o N w vn a Li U d O W a D v v N v v N N N v c c c c c c c c c c c TASKS T a .T .v .v .v .v .v .v .v .T .v .v U U U U U U U U U U U Provide Current/Future State analysis materials to Tigard,as A R I C I I applicable Conduct Current& Future State A R I C I C analysis Provide pros and cons of Tyler A R I C I C software options Make Future State Decisions according to due date in the Project I I C A R I C I Plan Record Future State decisions A R I C I C 21/5' •0 tyler •• technologies 4.3.3 Data Conversion Planning & Mapping This entails the activities performed to prepare to convert data from Tigard's Legacy System Applications to the Tyler system.Tyler staff and Tigard work together to complete Data Mapping for each piece of data (as outlined in the Agreement)from the Legacy System to a location in the Tyler system. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 2 Data Conversion Planning&Mapping TYLER CLIENT Ln - _0 O mN E + O c o Q Q E v v o 0 N U w w OD O E U � v o E e°10 coo tin v _O -2 c O W O 2 O d O O 6 aJ _ vii O CL o- E c � L +� v O Z % Zuw w o cn � U m m N N N _j OO U C L ' a a � amE -osvWv o u 'E W W x m o va Li U d Lu a D v v N v v N N N v c c c c c c c c c c c TASKS T a .� .v .v .v .v _v .v _v .v _v. v U U U U U U U U U U U Review contracted data A R I conversion(s)options C C C C Map data from Legacy System to Tyler system C A C C R Pull conversion data extract I I A C C R Run balancing Reports for data I I A C R I pulled and provide to Tyler Review and approve initial data A I C R I I extract Correct issues with data extract,if I C C A C C R needed 22/57 �00 tyler 0 ' technologies 4.3.4 Standard 3rd Party Data Exchange Planning An Integration is a real-time or automated exchange of data between two systems.Standard Data Exchange tools are available to fulfill Integrations with external systems by allowing clients to get data in and out of the Tyler system. Data exchange tools can take the form of Imports and Exports, and Application Programming Interfaces (APIs).APIs may require additional licensing and may have some restrictions on use. Please refer to your licensing agreement for further information. 4.3.4.1 Imports and Exports Tigard and Tyler project manager(s)will work together to define/confirm which Imports and Exports are needed (if not outlined in the Agreement).Tyler will provide an Excel or ASCII file layouts for each Standard Data Exchange. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 2 Standard 3�d Party Data Exchange Planning TYLER CLIENT L � E C ca O O- ro v X N N O i N N U w w Co L O +✓ cn EU ° ° E 0 °' *' -o c O tin O OO a O O co v = co v� O VI Q Q E J C N }r u v N O in U �p � N J p U > N � N Ocmm'O U U ZZc ' O N � E N U(O + -O N � a ° a te E o v v p o X E E �° O ° v n w v) a Li U a 0 w a w Ln v v v v N 4J v N v v v TASKS U U U U U U U U U U U Review Standard or contracted Data A R C I I C Exchanges Define or confirm needed Data I C A C C R Exchanges 23/57 .00 tyler �� technologies 4.3.5 Modification Analysis & Specification, if contracted Tyler staff conducts additional analysis and develops specifications based on information discovered during this Stage.Tigard reviews the specifications and confirms they meet Tigard's needs prior to acceptance. Out of Scope items or changes to specifications after acceptance may require a Change Request. Tyler's intention is to minimize Modifications by using Standard functionality within the Application, which may require a Tigard business process change. It is the responsibility of Tigard to detail all of their needs during the Assess and Define Stage.Tyler will write up specifications (for Tigard approval)for contracted program Modifications. Upon approval,Tyler will make the agreed upon Modifications to the respective program(s). Once the Modifications have been delivered,Tigard will test and approve those changes during the Build and Validate Stage. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 2 Modification Analysis&Specification, if contracted TYLER CLIENT v i iJ C bD E N N NQ C Q Q !_ Q) LIJ M OX NQ X w O U 0 U C O O f�6 a) c O M O O O a Q O Q `^ O C N O 7 1 O ca J c(O C J O O C C N a) U G v i — O U v v v C o m > tw D E v U E +, E o U v + c o_ v L -o +' U U N '} 7 '� v a'.i C�0 C (B a0) W Q +° E Q U ami 'E co Q v 'p w E a E D �n w a i U OL a w a - - - - - - - - v c c c c c c c c c c c TASKS — — — = — — — — .v .v .v U U U U U U U U U U U Analyze contracted modified A C R C C I C C program requirements Develop specification document(s) A I C R I I I I Review specification document(s); provide changes to Tyler,if I C C A R I C C applicable Sign-off on specification I I A R C I I C document(s)and authorize work 24/57 �•. 0 tyler is technologies 4.3.6 Forms & Reports Planning Tigard and Tyler project manager(s) review Forms and Report needs. Items that may be included in the Agreement are either Standard Forms and Reports or known/included Modification(s). Items not included in the Agreement could be either Tigard-developed Reports or a newly discovered Modification that will require a Change Request. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 2 Forms&Reports Planning TYLER CLIENT ) C Clq E n U1 C Q C � C x E N N O O O X X i N N U W uJ ODU) 0 i O _ i v7 E (6 U C � i C E b0 c0 m N -6 a--� C O W O_ O d Q O ra = 0C1 CU Q L c N O O O N O — co N c O C C > N N U — O U ro > N d1 M 70 > 0 E N ~ N +, O U U '+-, C U O N L i .0 U 'O U U to '� U U v (a D = v U o E o v 'p 0 3 0- a U 'E N Q + O U x + O N c v fl w E a E D �O W �n w in a LL U 0- in w a N N N N N N N N N C C C C C C C C C C C TASKS .� .v .v .v .v .v .v .v .v .v .v U U U U U U U U U U U Review required Forms output A R C I C I Review and complete Forms options I A R C and submit to Tyler Review in Scope Reports A R I C C Identify additional Report needs I C A R C Add applicable tasks to Project A R I C C I I I schedule 25/57 �•�� tyler is technologies 4.3.7 System Deployment The Tyler Technical Services team Installs Tyler Applications on the server (hosted or client-based) and ensures the platform operates as expected. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 2 System Deployment TYLER CLIENT Q � Q a) O O N U LL LL E N U a� +' o -6 c O uA O O a Q O co N _ c O m OLN N O Ln ci', U m N L J O U v v v � co o co > tin 0 E v v }>- o u u 'Z c o v L, . E u E U o N N c a 0 a +° E o s v w v 'o c m 3 � o o � OL w E E p v) Ln d Li U d 0 u 'Lu a v v T c c c c c c c c c c c a a a a a .v .v .v .v .v .v .v .� .v .� TASKS U 1 U I U U U U 1 U U U U 1 U Install contracted software on server A I R I C Ensure platform operates as A I R I C expected 26/57 • tyler s� technologies 4.3.8 Control Point 2: Assess & Define Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below.Advancement to the Build &Validate Stage is dependent upon Tyler's receipt of the Stage Acceptance. 4.1.1.1 Assess & Define Stage Deliverables • Completed analysis Questionnaire o Objective: Gather and document information related to City of Tigard business processes for current/future state analysis as it relates to Tyler approach/solution. o Scope: Provide comprehensive answers to all questions on Questionnaire(s). o Acceptance criteria:Tigard acceptance of completed Questionnaire based on thoroughness of capturing all Tigard business practices to be achieved through Tyler solution. • Data conversion summary and specification documents o Objective: Define data conversion approach and strategy. o Scope: Data conversion approach defined, data extract strategy, conversion and reconciliation strategy. o Acceptance criteria: Data conversion documents) delivered to Tigard, reflecting complete and accurate conversion decisions. • Modification specification documents, if contracted o Objective: Provide comprehensive outline of identified gaps, and how the modified program meets Tigard's needs. o Scope: Design solution for Modification. o Acceptance criteria: Tigard accepts Modified Specification Document(s) and agrees that the proposed solution meets their requirements. • Completed Forms options and/or packages o Objective: Provide specifications for each Tigard in Scope form, Report and output requirements. o Scope: Complete Forms package(s) included in agreement and identify Report needs. o Acceptance criteria: Identify Forms choices and receive supporting documentation. • Installation checklist o Objective: Installation of purchased Tyler software. o Scope:Tyler will conduct an initial coordination call, perform an installation of the software included in the Agreement, conduct follow up to ensure all tasks are complete, and complete server system administration training, unless Tigard is hosted. o Acceptance criteria:Tyler software is successfully installed and available to authorized users,Tigard team members are trained on applicable system administration tasks. 4.3.8.2 Assess & Define Stage Acceptance Criteria • Tyler software is installed. • Fundamentals review is complete. 27/57 0000 0 tyler is technologies • Required Form information complete and provided to Tyler. • Current/Future state analysis completed; Questionnaires delivered and reviewed. • Data conversion mapping and extractions completed and provided to Tyler. 28/57 eo. tyler • 4.4 Build & Validate (Stage 3) The objective of the Build &Validate Stage is to prepare the software for use in accordance with Tigard's needs identified during the Assess and Define Stage, preparing Tigard for Final Testing and Training. 4.1.2 Configuration & Power User Training Tyler staff collaborates with Tigard to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage.Tyler staff will train Tigard Power Users to prepare them for the Validation of the software.Tigard collaborates with Tyler staff iteratively to Validate software configuration. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed • STAGE 3 Build&Validate TYLER CLIENT c a) + N iJ C N v E c CL ai i 0 X OL X i aJ a! U w w p`n L O _ n E �o U 0 0 �' O � E �M bD N �' C O W O O ` a Q 0 n3 2 41 i a * ro * n a c 73 a E c L + a) O I � aJ a) O cn ci1 U M n3 N U a) C � v � o M > ao o a> > E aN' .� O v v + c u � C U ra 7 OL v u v U o 'E 0 '� v U C v M v to x E E M 0 O W ca w v) a Li U a- in w a D w — a _ D w in L L L L L L L L L A a--� a--� a--� a--� a--�Q1a) a) Q1a) aJa) aJN C C C CCCCC C TASKS >1 a >1 >1 >1 >1 >1 = .v = .v .v .v .v .v .v .vU U U U U U U U U U Perform configuration A R I R I Power User process and Validation A R I C I C I training Validate configuration I C A C R C 29/57 �•s•. i tyler is technologies 4.4.2 Data Conversion & Validation Tyler completes an initial review of the converted data for errors. With assistance from Tigard, the Tyler Data Conversion Team addresses items within the conversion program to provide the most efficient data conversion possible. With guidance from Tyler,Tigard reviews specific data elements within the system and identifies and Reports discrepancies in writing. Iteratively,Tyler collaborates with Tigard to address conversion discrepancies prior to acceptance. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 3 Data Conversion&Validation TYLER CLIENT ruv E cOo OON- x Q ) N Ljj +O p x U OE U O m bo ' -O C: O O O- O- E C O CL O jN cc > ci �o N v �n J 00 (Oj > N O U U +� C� o N 0 vOi +� - U a-' U U tom U a--' l]0 N i C U (9 C v a '� a +o E -o a) v v 'o c M 3 a -a v 'p W OL x E E r° O O W co w v� a �i U 0 w - a w w in S? v c c c c c c c c c c TAS KS a a -LU — — — — — — — — — — — U U U U U U U U U U U Write and run data conversion A I C R C program against Client data Complete initial review of data A I C R I I C errors Review data conversion and submit I C I A C R C needed corrections Revise conversion program(s)to A I C R I I C C correct error(s) 30/57 00 00 0tyler 0 technologies 4.4.3 Standard 3rd Party Data Exchange Validation Tyler provides training on Data Exchange(s) and Tigard tests each Data Exchange. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 3 Standard 3,d Party Data Exchange Validation TYLER CLIENT V) _ O v ia) C v E Q a) v O o O X X i N N U w w tiA OIn 0 _ in E U O O O 4 O C � 0 ) +' -o c O oD O O a Q O M N r6 — M O O OL C: fl- fl- C J Vl �' +m-' M v N O Ln N U M N v In J p U U Z3 E U E U to m 73 •E U C UZWN D = N (i j E OL E M O O W ro w — " Li U a D w a w — d — w N N Q1 QJ Q1 QJ UJ QJ UJ 4J C CC C C C C C C C TASKS a a = = = — v v v •v •v •v U U U UC U U 1 10 U I U lu Train Data Exchange(s) processing in A R C I I I C I Tyler software Coordinate 3rd Party Data Exchange I I A C C R activities Test all Standard 3rd party Data I C A C I R C Exchange(s) 31/57 ���•�� tyler s� technologies 4.4.4 Modification Delivery & Validation, if contracted Tyler delivers in Scope Modification(s)to Tigard for preliminary testing. Final acceptance will occur during the Final Testing and Training Stage. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 3 Modification Delivery&Validation,if contracted TYLER CLIENT 0 Q C Q � a) N U W W ClA i � �--+ i VI N U a� +' o O ( E ovo coo °� *' -6 c O uA O O a Q O co N _ c O N N O cn N U m O N L J O U v v v o > tin E v v E u E v o c- m L v 7 v c v a �' a +° E o -c v o v 'o c m 3 Q o u 'o xu-j E a E p OL 3) w v� a i u d o w a +, TASKS a a a a a - .v .v .v .v .v .v .v .- .v .� U U U 1 U 1 U U U U U U U Develop and deliver contracted A I C I R I C I C I C modified program(s) Test contracted modified I C C A C R C program(s) in isolated database Report discrepancies between specification and delivered I I I A R C C contracted modified program(s) Make corrections to contracted A I C I R I C C I modified program(s)as required 32/57 .•. 0 tyler is technologies 4.4.5 Forms & Reports Validation Tyler provides training on Standard Forms/Reports and Tigard tests each Standard Form/Report. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 3 Forms&Reports Validation TYLER CLIENT V) _ o + a) C i f6 O co 0x a E N N o N U w X w bA i' °_ in E U c o on o o a Q o o v = co °,' p f6 •y C6 i--' — fl- fl- E C J in �' ro v N ° v1 N U C6 m N N J p U � N .- N O ,o u u C� ' O_ N U W OL x E E o O ° a� o w v) a Li U a 0 w a D w — a — L.L N Q1 LD Q1 LD UJ LD UJ QJ � C C C C C C C C C C TASKS a a .v •v .v — — v v .v U U U U I U I U U I U U I U I U Standard Forms& Report training A R I C C I Test Standard Forms& Reports I C C A C R C 33/57 • tyler �� technologies 4.4.6 Control Point 3: Build & Validate Stage Acceptance Acceptance criteria forth is Stage includes all criteria listed below. Advancement to the Final Testing& Training Stage is dependent upon Tyler's receipt of the Stage Acceptance. 4.4.6.1 Build &Validate Stage Deliverables • Initial data conversion o Objective: Convert Legacy System data into Tyler system. o Scope: Data conversion program complete; deliver converted data for review. o Acceptance criteria: Initial error log available for review. • Data conversion verification document o Objective: Provide instructions to Tigard to verify converted data for accuracy. o Scope: Provide self-guided instructions to verify specific data components in Tyler system. o Acceptance criteria: City of Tigard accepts data conversion delivery; City of Tigard completes data issues log. • Installation of Modifications on Tigard's server(s) *except for hosted Clients o Objective: Deliver Modification(s) in Tyler software. o Scope: Program for Modification is complete and available in Tyler software, Modification testing. o Acceptance criteria: Delivery of Modification(s) results in objectives described in Tigard- signed specification. • Standard Forms& Reports Delivered o Objective: Provide Standard Forms& Reports for review. o Scope: Installation of all Standard Forms& Reports included in the Agreement. o Acceptance criteria: Standard Forms & Reports available in Tyler software for testing in Stage 4. 4.4.6.2 Build &Validate Stage Acceptance Criteria • Application configuration completed. • Standard Forms& Reports delivered and available for testing in Stage 4. • Data conversions(except final pass) delivered. • Standard 3rd party Data Exchange training provided. • Modifications delivered and available for testing in Stage 4. • Tigard and Tyler have done a review of primary configuration areas to Validate completeness and readiness for testing and acceptance in Stage 4. 34/57 i00 i�i tyler is technologie!: 4.5 Final Testing & Training (Stage 4) During Final Testing and Training,Tyler and Tigard review the final Cutover plan. A critical Project success factor is Tigard understanding the importance of Final Testing and Training and dedicating the resources required for testing and training efforts in order to ensure a successful Production Cutover. 4.5.1 Cutover Planning Tigard and Tyler project manager(s) discuss final preparations and critical dates for Production Cutover. Tyler delivers a Production Cutover Checklist to outline Cutover tasks to help prepare Tigard for success. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 4 Cutover Planning TYLER CLIENT 0 +� o In t7D C i aj N G U w w do i O _ i VI (6 U i O O El]o f6 b0 N -6 N Q) C O to O O d fl- O C L 'M � N W O N N U M N 2i MN v J Q U N }' — C L MU � N > v v O U U > + O N U + E u v U to — — U � U v v U — v E -O = aj W v .o M 3 �- -O u .o N O- O O- +' L O u X +� O N c N i fl- w a wO Ln w un d w U 0- 0 w a D N N N N N N N N a`) c c c c c c c c c c c TASKS >, >, >, >, >, >, >, >. °' .v .v .v .v .v .v .v .v .v °' UUUUUUUUUUU Cutover Planning Session A R C I C C C C C C Develop Production Cutover A R C Checklist I I C C I I C 35/57 �.:®�• tyler �� technologie!: 4.S.2 User Acceptance Testing (UAT) Tigard performs User Acceptance Testing to verify software readiness for day-to-day business processing. Tyler provides a Test Plan for users to follow to ensure proper Validation of the system. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 4 User Acceptance Testing(UAT) TYLER CLIENT 0 Q C N U LL LL ClAi �--+ i VI N U a� +' o O ( E ovo coo a) *' -6 c O uA O O a Q O co N _ c O m OL N N O Ln N U m O N L J O U v v Q) C: o co > tin 0 E v v }>— o u u 'Z c o v � . -0 U U) a 0 a 1° E o v a) v u m O Q -o u •E w w E E p Ln d i U d a ID c c c c c c c c c c c TASKS a a a .v .v .v .v .v .v .v .- .v .� U U U U U U U U U U U Deliver Test Plan for User A R C I I Acceptance Testing Perform User Acceptance Testing I C A R C C C I I C I Accept modified program(s), if I I I A R C I C C applicable Validate Report performance I C C A C R C 36/57 • tyler �� technologies 4.S.3 End User Training End Users attend training sessions to learn how to utilize Tyler software.Training focuses primarily on day-to-day Tigard processes that will be delivered via group training, webinar, el-earnings and/or live training sessions. Unless stated otherwise in the Agreement,Tyler provide up to two (2) occurrences of each scheduled training or implementation topic with up to the maximum number of users as defined in the Agreement but no less than fifteen (15) in a live setting and thirty(30) in a virtual setting, or as otherwise mutually agreed.Tigard users who attended the Tyler sessions may train any Tigard users not able to attend the Tyler sessions or additional sessions may be contracted at the applicable rates for training. All training sessions will be recorded by Tigard and be made available on Tigard shared drive for future reference and use by Tigard. RACI MATRIX KEY: R= Responsible A=Accountable C= Consulted I = Informed STAGE 4 End User Training TYLER CLIENT ate-+ CE J C i !_ ac))- CS c a E v v o 0 v U w on o Ln E U c O tw O O d Q O 0 2 N Q Q E c � L } v a 00 N U) O cn `^ U cco � °' v Ln J o U �--� 2 N L j N v O U U +� c� +� O N E Q U +� U U in '� U N U 41 �p u u a ra E: -o s '� c a O o v 'p v OL o OL - O x t O v c v o- w E a E o U in w in a LL U d 0 w a D TASKS U U U U U U U U U U U Conduct user training sessions A R C I I I I I Conduct additional End User training I I A C I R I I I I sessions 37/57 ���•�� tyler �� m technologies 4.5.4 Control Point 4: Final Testing & Training Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below.Advancement to the Production Cutover Stage is dependent upon Tyler's receipt of the Stage Acceptance. 4.5.4.1 Final Testing &Training Stage Deliverables • Production Cutover checklist o Objective: Provide a detailed checklist outlining tasks necessary for production Cutover. o Scope: Dates for final conversion, dates)to cease system processing in Legacy System, dates) for first processing in Tyler system, contingency plan for processing. o Acceptance criteria: Definition of all pre-production tasks, assignment of owners and establishment of due dates. • User Acceptance Test Plan o Objective: Provide testing steps to guide users through testing business processes in Tyler software. o Scope:Testing steps for Standard business processes. o Acceptance criteria:Testing steps have been provided for Standard business processes. 4.5.4.2 Final Testing &Training Stage Acceptance Criteria • Production Cutover Checklist delivered and reviewed. • Modification(s) tested and accepted, if applicable. • Standard 3rd party Data Exchange programs tested and accepted. • Standard Forms& Reports tested and accepted. • User acceptance testing completed. • End User training completed. 38/57 �•00 tyler se technologies 4.6 Production Cutover (Stage 5) Tigard and Tyler resources complete tasks as outlined in the Production Cutover Plan and Tigard begins processing day-to-day business transactions in the Tyler software. Following Production Cutover,Tigard transitions to the Tyler support team for ongoing support of the Application. 4.6.1 Final Data Conversion, if applicable Tigard provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final data conversion.Tigard may need to manually enter into the Tyler system any data added to the Legacy System after final data extract. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 5 Final Data Conversion, if applicable TYLER CLIENT M a) + N i J C N v E X CL a) a! V) 0 i O X X i aJ a! U w w p`n i' O _ n rho U 0 N 0 C �' O E 4�U ria bD N -0 C O bA O O ` Q 0 ra 2 41 i N 0 O v1 O M _ MQ) c O M cCL C n U ra a1 rn _ O U 7 v u v U rn = "E 0V) U '- v v v U -a X E O E r° 0 O a� ro w v) a �i U in w a D w — a _ D L rn L L L L L L L L L a-- a-- a-- a-- a-- a-- �-- W a) a) Q1 a) QJ a) QJ N C C C C C C C C C C C TASKS a �' .v .v .v .v .v .v .v .v .v .v U U U U U U U U U U U Provide final data extract C I I A C I I I I R Provide final extract balancing I I A C R I Reports Convert and deliver final pass of A I I R I I I C data Validate final pass of data I C C I A C R C Load final conversion pass to I I I A C I C R Production environment 39/57 �•00 tyler �� technologies 4.6.2 Production Processing & Assistance Tyler staff collaborates with Tigard during Production Cutover activities.Tigard transitions to Tyler software for day-to day business processing. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 5 Production Processing&Assistance TYLER CLIENT 0 Q C Q � N U W W ClA i � �--+ i VI N U a� +' o O ( E ovo coo v a *' -a c O uA O O a Q O co N _co � O m OL N N O Ln N U m O N L J O U v v � v � co o co > tin 0 E v v }>- o u u 'Z c o v � . -0 u U U) i N a N c a 0 v a +° E o s a) v 'o c m O Q -o u •o w w E E p v) w Ln a Li U o w a v c c c c c c c c c c c TASKS U 1 U I U U 1 U U 1 U U 1 U U I U Production processing C CI I A R R R R +RR I I Provide production assistance A R C C C C C 40/57 •�� tyler �� technologies 4.6.3 Transition to Tyler Support Tyler project manager(s) introduce Tigard to the Tyler Support team, who provides Tigard with day-to-day assistance following Production Cutover. RACI MATRIX KEY: R= Responsible A=Accountable C=Consulted I = Informed STAGE 5 Transition to Tyler Support TYLER CLIENT In L 0 Q C Q � a) N U w w CIAi O + E co U 00 O c O CD O O a Q O N co = N o + ca + a c Q Q C � +� n O N N O v) ci'I Uio O N L J O U v v v co� o co > t7D 0 E v v a 0 a +° E o s v a) v 'o c m O Q -o u 'o oA w E a E p v) w Ln a Li U o W d D ID v T c c c c c c c c c c c TASKS a a a a .v .v .v .v .v .v .v .� .v .� U 1 U I U U U U 1 U I U U I U I U Develop internal support plan I A R C C C C C C C Conduct transfer to Support A I C R C C C C I I C I I meeting 41/57 ���•�� tyler s� technologies 4.6.4 Schedule Post-Production Services, if applicable Tyler provides post-production services if included in the Agreement. Prior to scheduling services, the Tyler project manager(s) collaborate with Tigard project manager(s)to identify needs. RACI MATRIX KEY: R= Responsible A=Accountable C= Consulted I = Informed STAGE 5 Schedule Post-Production Services,if applicable TYLER CLIENT C c fl_ � 5 Q � O O M C) (O N O m +� m +� to Q OL E C Vl }� C O N O ,CL v'f O J ra c O O c f6 c > N U o o v ^ — O U > v v co m >_ tin 0 E a v o 023 u v c o v _ a .0 Q ° E v W o c m 3 a u 'o OL LU E a E o ° w L/) a i U O w d v v c c c c c c c c c c c TASKS a > a > > a .v .v .v .v .v .v .v .� .v .� U 1 U I U U I U U 1 U U U U 1 U Identify topics for post-production C C A R I C I services Schedule services for post- A R I C C I C I production topics 42/57 tyler �� m technologies: 4.6.5 Control Point 5: Production Cutover Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Phase/Project Closure Stage is dependent upon Tyler's receipt of this Stage Acceptance. 4.6.5.1 Production Cutover Stage Deliverables • Final data conversion, if applicable o Objective: Ensure (in Scope) Legacy System data is available in Tyler software in preparation for production processing. o Scope: Final passes of all conversions completed in this Phase. o Acceptance criteria: Data is available in production environment. • Support transition documents o Objective: Define strategy for on-going Tyler support. o Scope: Define support strategy for day-to-day processing, conference call with Tigard Project Manager(s) and Tyler support team, define roles and responsibilities, define methods for contacting support. o Acceptance criteria:Tigard receives tools to contact support and understands proper support procedures. 4.6.5.2 Production Cutover Stage Acceptance Criteria • Final data conversion(s) delivered. • Processing is being done in Tyler production. • Transition to Tyler support is completed. • Post-live services have been scheduled, if applicable. 43/57 00 so 0 tyler is technologies 4.7 Phase/Project Closure (Stage 6) Project or Phase closure signifies full implementation of all products purchased and encompassed in the Phase or Project.Tigard moves into the next cycle of their relationship with Tyler(next Phase of implementation or long-term relationship with Tyler Support). 4.7.1 Close Phase/Project Tigard and Tyler project manager(s) review the list of outstanding Project activities and develop a plan to address them.The Tyler project manager(s) review the Project budget and status of each contract Deliverable with Tigard project manager(s) prior to closing the Phase or Project. RACI MATRIX KEY: R= Responsible A=Accountable C= Consulted I = Informed STAGE 6 Close Phase/Project TYLER CLIENT c � + N i U J c N v E c CL ai 0 X X v N U w w by 0 +; in 0 U M c N c �' O c E �M bD C: O W O O a O O o N ° = co a ` a_ C fl_ 0- E C C sn +-� N '^ O N N O73 cn O M — M N c � O 0 C co 0 > cn U co in s^ — O U > N O 0� U U +� Ca O_ N E N +� U a-' E U E 0 vI 7 . U a-' W U (L Z3 W C v N M 4! N Q .O Q �--+ i U Q LU E a EL.L w a i U w a v v v v a a a c c c c c c c c c c c TASKS >1 >1 a >1 >1 >1 >1 >1 = .v = = .v .v .v .v _v .v .v U U U U U U U U U U U Review outstanding Project activities A R C C C I C I C and develop action plan Review Project budget and status of contract Deliverables A R I C 44/57 ••., tyler 4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below.This is the final acceptance for the Phase/Project. 4.7.2.1 Phase/Project Closure Stage Deliverables • Phase/Project reconciliation report o Objective: Provide comparison of contract Scope and Project budget. o Scope: Contract Scope versus actual, analysis of services provided and remaining budget, identify any necessary Change Requests or Project activity. o Acceptance criteria: Acceptance of services and budget analysis and plan for changes, if needed. 4.7.2.2 Phase/Project Closure Stage Acceptance Criteria • Outstanding Phase or Project activities have been documented and assigned. • Phase/final Project budget has been reconciled. • Tyler Deliverables for the Phase/Project are complete. Tyler Software Acceptance. 4.8.1 For Control Points 1 through 5 of each Phase, as defined in the Statement of Work, Client will use the acceptance process and criteria as set forth in the Statement of Work. 4.8.2 For Control Point 6 of each Phase, as defined in the Statement of Work, Client will use the following acceptance process and the process and criteria set forth in Control Point 6 in the Statement of Work. Client will have a maximum of a thirty (30) calendar day"Test Period" after the Go Live Date of each Phase to test the System in a live production environment and report documented Critical - Priority level 1 and High - priority level 2 defects. Client may request up to an additional thirty (30) days of testing, and Tyler will not unreasonably refuse such request. If there are no Critical—Priority level 1 and High - priority level 2 defects reported during the Test Period Client shall issue a "Phase Acceptance"for that Phase. If Client reports a documented Critical - Priority level 1 and High - priority level 2 defect during the Test Period, Client will notify Tyler in writing.Tyler will timely correct/review the defect(s) or provide a mutually agreeable plan for future resolution of any Critical - Priority level 1 and High - priority level 2 defect(s).A dispute with respect to the plan shall be addressed pursuant to the Dispute Resolution Process of this Agreement. Upon resolution/review or delivery of a defect during the Test Period, Client may re-perform testing for a maximum of fifteen (15) days within the "Test Period".This procedure shall repeat until all Critical - Priority level 1 and High - priority level 2 defect(s) have either been resolved or 45/57 eo. tyler • the Client and Tyler, reasonably cooperating, have developed a mutually agreeable schedule for Critical - Priority level 1 and High - priority level 2 defect(s) resolution. Client shall issue a "Phase Acceptance"for that Phase, based on the agreed upon plan, for upon resolution of the Critical - Priority level 1 and High - priority level 2 defect(s). Upon Phase Acceptance of the last Phase of the project,Tyler shall request that Client grant Final Acceptance. Client will use the acceptance process and criteria set forth in 4.7 of the Statement of Work and Control Point 6 and shall issue Final Acceptance upon resolution mutually agreed upon schedule of all Critical - Priority level 1 and High - priority level 2 Defects 46/57 tyle • • 5 Roles and Responsibilities 5.1 Tyler Roles and Responsibilities Tyler assigns project manager(s) prior to the start of each Phase of the Project.The project manager(s) assign additional Tyler resources as the schedule develops and as needs arise. One person may fill multiple project roles. 5.1.1 Tyler Executive Management • Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying Tigard's overall organizational strategy. • Authorizes required project resources. • Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process. • Offers additional support to the project team and is able to work with other Tyler department managers in order to escalate and facilitate implementation project tasks and decisions. • Acts as the counterpart to Tigard's executive sponsor. 5.1.2 Tyler Implementation Management • Acts as the counterpart to Tigard steering committee. • Assigns initial Tyler project personnel. • Works to resolve all decisions and/or issues not resolved at the Project Management level as part of the escalation process. • Attends Tigard steering committee meetings as necessary. • Provides support for the project team. • Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources. • Monitors project progress including progress towards agreed upon goals and objectives. 5.1.3 Tyler Project Manager The Tyler project manager(s) provides oversight of the Project, coordination of resources between departments, management of the project budget and schedule, effective risk and issue management, and is the primary point of contact for all Project related items. • Contract Management o Validates contract compliance throughout the Project. o Ensures Deliverables meet contract requirements. o Acts as primary point of contact for all contract and invoicing questions. o Prepares and presents contract milestone sign-offs for acceptance by Tigard project manager(s). o Coordinates Change Requests, if needed,to ensure proper Scope and budgetary compliance. • Planning 47/57 00 00 0 tyler sl technologies o Update and deliver Implementation Management Plan. o Defines project tasks and resource requirements. o Develops initial project schedule and full scale Project Plan. o Collaborates with Tigard project manager(s)to plan and schedule project timelines to achieve on-time implementation. • Implementation Management o Tightly manages Scope and budget of Project; establishes process and approval matrix with Tigard to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. o Establishes and manages a schedule and resource plan that properly supports the Project Plan that is also in balance with Scope/budget. o Establishes risk/issue tracking/reporting process between Tigard and Tyler and takes all necessary steps to proactively mitigate these items or communicates with transparency to Tigard any items that may impact the outcomes of the Project. o Collaborates with Tigard's project manager(s)to establish key business drivers and success indicators that will help to govern project activities and key decisions to ensure a quality outcome of the project. o Sets a routine communication plan that will aide all project team members, of both Tigard and Tyler, in understanding the goals, objectives, current status and health of the project. • Team Management o Acts as liaison between project team and Tyler manager(s). o Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development,forms, installation, reports, implementation, and billing. o Provides direction and support to project team. o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward. o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan,task list, and Production Cutover Checklist. o Assesses team performance and adjusts as necessary. o Interfaces closely with Tyler developers to coordinate program Modification activities. o Coordinates within Scope 3rd party providers to align activities with ongoing project tasks. 5.1.4 Tyler Implementation Consultant • Completes tasks as assigned by the Tyler project manager(s). • Performs problem solving and troubleshooting. • Follows up on issues identified during sessions. • Documents activities for on site services performed by Tyler. • Provides conversion Validation and error resolution assistance. • Recommends guidance for testing Forms and Reports. • Tests software functionality with Tigard following configuration. • Assists during Production Cutover process and provides production support until Tigard transitions to Tyler Support. • Provides product related education. 48/57 �•00 tyler is technologies • Effectively facilitates training sessions and discussions with Tigard and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time. • Conducts training(configuration, process, conversion Validation) for Power Users and Tigard's designated trainers for End Users. • Clearly documents homework tasks with specific due dates and owners, supporting and reconciling with the final Project Plan. • Keeps Tyler project manager(s) proactively apprised of any and all issues which may result in the need for additional training, change in schedule, change in process decisions, or which have the potential to adversely impact the success of the Project prior to taking action. 5.1.5 Tyler Sales • Provide sales background information to Implementation during Project initiation. • Support Sales transition to Implementation. • Provide historical information, as needed, throughout implementation. 5.1.6 Tyler Software Support • Manages incoming client issues via phone, email, and online customer incident portal. • Documents and prioritizes issues in Tyler's Customer Relationship Management (CRM) system. • Provides issue analysis and general product guidance. • Tracks issues and tickets to timely and effective resolution. • Identifies options for resolving reported issues. • Reports and escalates defects to Tyler Development. • Communicates with Tigard on the status and resolution of reported issues. 5.2 Tigard Roles and Responsibilities Tigard 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 Tigard Executive Sponsor • Provides clear direction for the Project and how the Project applies to the organization's overall strategy. • Champions the Project at the executive level to secure buy-in. • Authorizes required Project resources. • Resolves all decisions and/or issues not resolved at Tigard steering committee level as part of the escalation process. • Actively participates in organizational change communications. 5.2.2 Tigard Steering Committee • Works to resolve all decisions and/or issues not resolved at the project manager level as part of the escalation process. 49/57 tyler • • • Attends all scheduled steering committee meetings. • Provides support for the project team. • Assists with communicating key project messages throughout the organization. • Prioritizes the project within the organization. • Provides management support for the project to ensure it is staffed appropriately and staff have necessary resources. • Monitors project progress including progress towards agreed upon goals and objectives. • Has the authority to approve or deny changes impacting the following areas: o Cost o Scope o Schedule o Project Goals o Tigard Policies 5.2.3 Tigard Project Manager Tigard shall assign project manager(s) prior to the start of this Project with overall responsibility and authority to make decisions related to project Scope, scheduling, and task assignment, and communicates decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When Tigard project manager(s) do not have the knowledge or authority to make decisions, he or she engages the correct resources from Tigard to participate in discussions and make decisions in a timely fashion to avoid Project delays. • Contract Management o Validates contract compliance throughout the Project. o Ensures invoicing and Deliverables meet contract requirements. o Acts as primary point of contact for all contract and invoicing questions. o Signs off on contract milestone acknowledgment documents. o Collaborates on and approves Change Requests, if needed,to ensure proper Scope and budgetary compliance. • Planning o Review and acknowledge Implementation Management Plan. o Defines project tasks and resource requirements for City of Tigard project team. o Collaborates in the development and approval of the initial Project Plan and Project Plan. o Collaborates with Tyler project manager(s)to plan and schedule Project timelines to achieve on-time implementation. • Implementation Management o Tightly manages Project budget and Scope and collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. o Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the Project Plan, as a whole,that is also in balance with Scope/budget. 50/57 �0 0 tyler is technologies o Collaborates with Tyler Project manager(s)to establishes risk/issue tracking/reporting process between Tigard and Tyler and takes all necessary steps to proactively mitigate these items or communicates with transparency to Tyler any items that may impact the outcomes of the Project. o Collaborates with Tyler Project manager(s)to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the Project. o Routinely communicates with both City of Tigard staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the Project by all team members. • Team Management o Acts as liaison between project team and stakeholders. o Identifies and coordinates all City of Tigard resources across all modules, Phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices. o Provides direction and support to project team. o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward. o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan,task list, and Production Cutover Checklist. o Assesses team performance and takes corrective action, if needed. o Provides guidance to Tigard technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution. o Coordinates in Scope 3rd party providers to align activities with ongoing Project tasks. 5.2.4 Tigard Functional Leads • Makes business process change decisions under time sensitive conditions. • Communicates existing business processes and procedures to Tyler consultants. • Assists in identifying business process changes that may require escalation. • Attends and contributes business process expertise for current/future state analysis sessions. • Identifies and includes additional subject matter experts to participate in Current/Future State Analysis sessions. • Provides business process change support during Power User and End User training. • Completes performance tracking review with client project team on End User competency on trained topics. • Provides Power and End Users with dedicated time to complete required homework tasks. • Act as an ambassador/champion of change for the new process. • Identifies and communicates any additional training needs or scheduling conflicts toTigard project manager. • Prepares and Validates Forms. • Actively participates in all aspects of the implementation, including, but not limited to, the following key activities: o Task completion o Stakeholder Presentation o Implementation Management Plan development 51/57 000 00 0 tyler �� technologies o Schedule development o Maintenance and monitoring of risk register o Escalation of issues o Communication with Tyler project team o Coordination of City of Tigard resources o Attendance at scheduled sessions o Change Management activities o Modification specification, demonstrations, testing and approval assistance o Conversion Analysis and Verification Assistance o Decentralized End User Training o Process Testing o User Acceptance Testing 5.2.5 Tigard Power Users • Participate in Project activities as required by the project team and project manager(s). • Provide subject matter expertise on City of Tigard business processes and requirements. • Act as subject matter experts and attend current/future state and validation sessions as needed. • Attend all scheduled training sessions. • Participate in all required post-training processes as needed throughout Project. • Participate in Conversion Validation. • Test all Application configuration to ensure it satisfies business process requirements. • Become Application experts. • Participate in User Acceptance Testing. • Adopt and support changed procedures. • Complete all Deliverables by the due dates defined in the Project Plan. • Demonstrate competency with Tyler products processing prior to Production Cutover. • Provide knowledge transfer to Tigard staff during and after implementation. 5.2.6 Tigard End Users • Attend all scheduled training sessions. • Become proficient in Application functions related to job duties. • Adopt and utilize changed procedures. • Complete all Deliverables by the due dates defined in the Project Plan. • Utilize software to perform job functions at and beyond Production Cutover. 5.2.7 Tigard Technical Support • Coordinates updates and releases with Tyler as needed. • Coordinates the copying of source databases to training/testing databases as needed for training days. • Extracts and transmits conversion data and control reports from City of Tigard's Legacy System per the conversion schedule set forth in the Project Plan. • Coordinates and adds new users and printers and other Peripherals as needed. • Validates all users understand log-on process and have necessary permission for all training sessions. • Coordinates Interface development for Tigard third party Data Exchanges. 52/57 �•. 0 tyler is technologies • Develops or assists in creating Reports as needed. • Ensures onsite system hardware meets specifications provided by Tyler. • Assists with software Installation as needed. 5.2.8 Tigard Upgrade Coordinator • Becomes familiar with the Software Upgrade process and required steps. • Becomes familiar with Tyler's releases and updates. • Utilizes Tyler Community to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage Tigard's Software Upgrade process. • Assists with the Software Upgrade process during implementation. • Manages Software Upgrade activities post-implementation. • Manages Software Upgrade plan activities. • Coordinates Software Upgrade plan activities with City of Tigard and Tyler resources. • Communicates changes affecting users and department stakeholders. • Obtains department stakeholder sign-offs to upgrade production environment. 5.2.9 Project Toolset Coordinator • Ensures users have appropriate access to Tyler project toolsets such as Tyler University,Tyler Community,Tyler Product Knowledgebase,SharePoint, etc. • Conducts training on proper use of toolsets. • Validates completion of required assignments using toolsets. 5.2.10 Tigard Change Management Lead • Validates users receive timely and thorough communication regarding process changes. • Provides coaching to supervisors to prepare them to support users through the project changes. • Identifies the impact areas resulting from project activities and develops a plan to address them proactively. • Identifies areas of resistance and develops a plan to reinforce the change. • Monitors post-production performance and new process adherence. 5.3Court Case Management — Preliminary Conversion Summary • Name Information (Defendant, Address, Physical Attributes, Identification Numbers, Phone Numbers) • Vehicle Information (Tag Number, Make, Model, Style, Color, VIN) • Officer Information (Officer Name, Badge Number, Rank, Email) • Offense Code Information (Offense Code, Offense Description, Statute/Ordinance) • Case Information (Citation Number, Case Officer, Violation Date,Violation Location, PD Case Number, Docket Number, Comments) • Witness Information (Witness Type, Subpoena Date) • Disposition Information (Case Status, Plea,Judge, Court Location, Conviction Date, Plea Date, Attorney) • Conversion History Information (Read only format) 53/57 00 00 0 tyler is technologies • Payment Information (Fines/Fees assessed, Fines/Fees Paid, Non-Cash payments, Receipt Number, Payment Date, Payment Amount) • Warrant Information (Warrant Type, Issue Date, Served Date, Canceled/Recalled Date, Region Number, Status, Comments, Officer Assigned) —available only when associated with a citation • Bond Information (Bond Type, Posted Date, Applied/Refunded/Forfeited Date, Bond Number, Posted By, Bond Amount, Status) • Payment Plan Information (Initial Payment Amount, Payment Date, Next Payment Date, Next Payment Amount) -Tyler will need a copy of the Payment Plan data to determine if the data is clean enough to convert. 54/57 tyle • • 6 Glossary 7Change Definitionlication A computer program designed to perform a group of coordinated functions,tasks or activities for the benefit of the user. Control A systematic approach for managing change governing how Change Requests will be received, assessed and acted on. Change Management An approach for ensuring that changes are thoroughly and smoothly implemented and that the lasting benefits of change are achieved.The focus is on the global impact of change with an intense focus on people and how individuals and teams move from the current situation to the new one. Change Request A form used as part of the Change Control process whereby changes in the Scope of work,timeline, resources, and/or budget are revised and agreed upon by participating parties. Consumables Items that are used on a recurring basis, usually by Peripherals. Examples: paper stock or scanner cleaning kits. Control Point Occurring at the end of each Stage, the Control Point serves as a formal client review point. Project progress cannot continue until the client acknowledges the agreed upon Deliverables of the Stage have been met or agree on an action plan to make the Deliverable acceptable and move to next Stage while executing final steps of current Stage. Cutover The point when a client begins using Tyler software in production. Data Exchange A term used to reference Imports and Exports, and Interfaces which allow data to be exchanged between an external system and Tyler software. Data Mapping The process of mapping fields from the Legacy System to the appropriate location in the new system from one or more sources. Deliverable A tangible or intangible object/document produced as a result of the Project that is intended to be delivered to a client (either internal or external) or vendor at a specific time. End User The person for whom the software is designed to use on a day-to-day basis. Forms A document which is typically printed on a template background and only captures data for one record per page. Forms are provided to entity customers whether internal (employees) or external (citizens). Imports and Exports A process within the system that a user is expected to run to consume (Import) or produce (Export) a specifically defined file format/layout. Interface A real-time or automated exchange of data between two systems. 55/57 •0 00 0 tyler •• technologies References the initial installation of software files on client services and preparing the software for use during configuration.The version currently available for general release will always be used during the EL:: initial install. Legacy System The system from which a client is converting. Modification Modification of software program package to provide individual client requirements documented within the Scope of the Agreement. Peripherals An auxiliary device that connects to and works with the computer in some way. Examples: mouse, keyboard, scanner, external drive, microphone, speaker, webcam, and digital camera. Phase A portion of the Project in which specific set of related products are typically implemented. Phases each have an independent start, Production Cutover and closure dates but use the same ka Implementation Plans as other Phases within the Project. Phases may overlap or be sequential and may have the same Tyler project manager and Tyler project team or different individuals assigned. Power User An experienced client person or group who is (are) an expert(s) in the client business processes, as well as knowledgeable in the requirements and acceptance criteria. The Project includes all implementation activity from Plan & Initiate to Closure for all products,Applications and functionality included in a single Agreement.The Project may be broken down into multiple Phases. Project Plan The Project Plan serves as the master blueprint for the Project. As developed,the Project schedule will become a part of the Project Plan and outline specific details regarding tasks included in the Project Plan. Project Planning Meeting Occurs during the Plan & Initiate Stage to coordinate with the Client project manager to discuss Scope, information needed for project scheduling and resources. Questionnaire A document containing a list of questions to be answered by the client for the purpose of gathering information needed by Tyler to complete the implementation. RACI A chart describing level of participation by various roles in completing tasks or Deliverables for a Project or process.Also known as a responsibility assignment matrix (RAM) or linear responsibility chart (LRC). Reports Formatted to return information related to multiple records in a structured format. Information is typically presented in both detail and summary form for a user to consume. Scope Products and services that are included in the Agreement. 56/57 •.:• , tyler •• technologies Software Upgrade References the act of updating software files to a newer software release. Stage The top-level components of the WBS. Each Stage is repeated for IL individual Phases of the Project and requires acknowledgement before continuing to the next Stage. Some tasks in the next Stage may begin before the prior Stage is complete. Stakeholder Presentation Representatives of the Tyler implementation team will meet with key client representatives to present high level Project expectations and outline how Tyler and the Client can successfully partner to create an environment for a successful implementation. Standard Included in the base software (out of the box) package. Statement of Work(SOW) Document which will provide supporting detail to the Agreement defining Project-specific activities and Deliverables Tyler will provide to the client. Test Plan Describes the testing process. Includes "Test Cases" to guide the users through the testing process.Test cases are meant to be a baseline for core processes;the client is expected to supplement with client specific scenarios and processes. Validation (or to validate) The process of testing and approving that a specific Deliverable, process, program or product is working as expected. Work Breakdown A hierarchical representation of a Project or Phase broken down into Structure(WBS) smaller, more manageable components. 57/57 �•00 tyler �� technologies