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HomeMy WebLinkAboutC-5780 - Agreement for Integrated Enterprise Resource Planning Software System (ERP) and Implementation Servicesi] AMENDMENT NO. SIX TO SOFTWARE LICENSE PURCHASE AND PROFESSIONAL SERVICES AGREEMENT WITH TYLER TECHNOLOGIES, INC. FOR ENTERPRISE RESOURCE PLANNING SYSTEM THIS AMENDMENT NO. SIX TO SOFTWARE LICENSE PURCHASE AND PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Six") is made and entered into as of this 31st day of March, 2020 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and TYLER TECHNOLOGIES, INC., a Delaware corporation ("Consultant"), whose address is One Tyler Drive, Yarmouth, Maine 04096, and is made with reference to the following: RECITALS A. On March 26, 2014, City and Consultant entered into a Software License Purchase and Professional Services Agreement ("Agreement") to engage Consultant to furnish, license, deliver, install and maintain Tyler software products in order to implement the Enterprise Resource Planning ("ERP") system ("Project"). B. On February 25, 2015, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to: (1) remove "Bid Management" software from the Agreement; (2) terminate City's license to use the Bid Management Software; (3) terminate Consultant's obligation to update, support and maintain the Bid Management software; and (4) decrease the total compensation. Under Amendment No. One, Consultant agreed to provide City with a credit of $10,081.50 in recognition of software fees paid by City relating to Bid Management software. C. On February 8, 2016, City and Consultant entered into Amendment No. Two to: (1) remove "Professional Development" software from the Agreement; (2) terminate City's license to use the Professional Development software; (3) terminate Consultant's obligation to update, support, and maintain the Professional Development Software; (4) decrease the total compensation; (5) terminate the services referred to as "Business Process Consulting — Professional Development" and "Two (2) Professional Development Implementation Days" totaling $16,350.00 from the Agreement; (6) add the services to be known as "Additional Implementation Days" totaling $15,863.00 (thirteen and one half (13.5 ) days) to the Agreement; (7) terminate the "50% of Dedicated Project Manager (Monthly)" monthly service and corresponding fee, effective August 1, 2015, from the Agreement; (8) add the services to be known as "UB Modification MUN-204425" totaling $36,300.00 to the Agreement and establish the specifications according to which such services will be rendered; and (9) add the services to be known as "Implementation Days (for UB Modification MUN-204425)" totaling $7,050.00 (six (6) days) to the Agreement. Under Amendment No. Two, Consultant agreed to provide City with an unrestricted credit of $5,841.00 in recognition of software license and maintenance fees paid by City relating to the Professional Development software and that City may choose to apply this credit to any amount owed by City to Consultant per the Agreement. Tyler Technologies, Inc. Amendment No. Six Page 1 D. On May 23, 2016, City and Consultant entered into Amendment No. Three to: (1) add the services to be known as "Inventory Conversion Services" to append the items that already exist in the Inventory Master table totaling $4,500; (2) remove "Tyler Incident Management" software from the Agreement; (3) terminate City's license to use the Tyler Incident Management software; (4) terminate Consultant's obligation to update, support, and maintain the Tyler Incident Management software; and (5) decrease the total compensation from the Agreement. Consultant agreed to provide City with an unrestricted credit of $19,470.00 in recognition of software license and maintenance fees paid by City relating to the Tyler Incident Management software and that City may choose to apply this credit to any amount owed by City to Consultant per the Agreement. E. On March 28, 2017, City and Consultant entered into Amendment No. Four to: (1) add "Tyler Content Manager Enterprise Upgrade (Existing CL w/Tyler Content Manager SE) for one-time fees of $44,000.00 and recurring fees of $17,100.00, plus travel expenses estimated at $4,500.00; (2) remove "Work Orders, Fleet & Facilities Management", "Business License", and "Performance Based Budgeting" software from the Agreement; (3) terminate City's license to use the Work Orders, Fleet & Facilities Management, Business License, and Performance Based Budgeting software; (4) terminate Consultant's obligation to update, support, and maintain the Work Orders, Fleet & Facilities Management, Business License, and Performance Based Budgeting software; and (5) decrease the total compensation from the Agreement. F. On August 31, 2017, City and Consultant entered into Amendment No. 5 to correct administrative errors in Amendment No. Four. G. City and Consultant now desire to enter into this Amendment No. Six to: (1) remove the ExecuTime software, listed in Section One below, from the Agreement; (2) terminate City's license to use the ExecuTime software; (3) terminate Consultant's obligation to update, support, and maintain the ExecuTime software; and (4) decrease the total compensation from the Agreement. H. Consultant agrees to provide City with a restricted credit of $85,083.00 in recognition of software license fees paid by the City related to the ExecuTime Software and licensing fees and maintenance and support fees to be applied to the City's next annual maintenance and support invoice for the Tyler Munis ERP software after the Effective Date of this Amendment No. Six. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: I1 *I VJ D] *103 44141914101alTiftle Exhibit A to the Agreement, as supplemented and/or amended by Amendment No. One, Amendment No. Two, and Amendment No. Three, and Amendment No. Four, and Amendment No. Five of the Agreement shall be further supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"), and the changes made therein. Exhibit A to the Agreement, Exhibit Tyler Technologies, Inc. Amendment No. Six Page 2 A to Amendment No. One, Exhibit A to Amendment No. Two, Exhibit A to Amendment No. Three, Exhibit A to Amendment No. Four, as amended by Amendment No. Five, and Exhibit A to this Amendment No. Six shall collectively be known as "Exhibit A." CITY CREDIT In recognition of software license fees and maintenance and support fees paid by City relating to the Executime Software (as defined in Exhibit A), Consultant agrees that City has a restricted credit in the amount of Eighty Five Thousand Eighty Three Dollars and 00/100 ($85,083.00), which City may use towards maintenance and support fees for Tyler Munis ERP software, at any time after the Effective Date of this Amendment No. Six. 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the agreement, as amended, shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Tyler Technologies, Inc. Amendment No. Six Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Six to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 1127/2o By: Z=X55 , C� iron C. Harp City Attorney ATTEST: Date: � lf 9OZ19 CITY OF NEWPORT BEACH, a California municipal corporation Date: 5'5— ZOZO By: Gpdco. Leung C anager CONSULTANT: TYLER TECHNOLOGIES, INC., a Delaware corporation / j Date: y ! Z `d ZCj 2 By: ` �� By: 1 C Leilani I. Brown Robert City Attachment: Exhibit A Director of Contracts [END OF SIGNATURES] Tyler Technologies, Inc. Amendment No. Six Page 4 EXHIBIT A SCOPE OF SERVICES The following Tyler software is hereby removed from Exhibit A to the Agreement as of the Effective Date of this Amendment No. Six. 1. Executime - Advanced Scheduling 2. Executime - Advanced Scheduling Mobile 3. Executime - Telestaff Interface 4. Executime — Time and Attendance 5. Executime — Time and Attendance Mobile The above shall be collectively referred to as the ("Executime Software"). Upon the Effective Date of this Amendment No. Six, City's license for the Executime Software is terminated, as are Consultant's obligations to support, maintain, and update such Executime Software. Should City wish to again license and/or use such software, City shall first pay Consultant the then -current license fee(s) for the Executime Software, as well as fees for any required services, support or third party products. Tyler Technologies, Inc. Amendment No. Six Page A-1 to Ce AMENDMENT NO. FIVE TO kP SOFTWARE LICENSE PURCHASE AND PROFESSIONAL SERVICES AGREEMENT V WITH TYLER TECHNOLOGIES, INC. FOR ENTERPRISE RESOURCE PLANNING SYSTEM THIS AMENDMENT NO. FIVE TO SOFTWARE LICENSE PURCHASE AND PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Five") is made and entered into as of this 31st day of August, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and TYLER TECHNOLOGIES, INC., a Delaware corporation ("Consultant"), whose address is One Tyler Drive, Yarmouth, Maine 04096, and is made with reference to the following: RECITALS A. On March 26, 2014, City and Consultant entered into a Software License Purchase and Professional Services Agreement ("Agreement") to engage Consultant to furnish, license, deliver, install and maintain Tyler software products in order to implement the Enterprise Resource Planning ("ERP") system ("Project"). B. On February 25, 2015, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to: (1) remove "Bid Management" software from the Agreement; (2) terminate City's license to use the Bid Management software; (3) terminate Consultant's obligation to update, support and maintain the Bid Management software; and (4) decrease the total compensation. Under Amendment No. One, Consultant agreed to provide City with a credit of $10,081.50 in recognition of software fees paid by City relating to Bid Management software. C. On February 8, 2016, City and Consultant entered into Amendment No. Two to: (1) remove "Professional Development" software from the Agreement; (2) terminate City's license to use the Professional Development software; (3) terminate Consultant's obligation to update, support, and maintain the Professional Development software; (4) decrease the total compensation; (5) terminate the services referred to as "Business Process Consulting — Professional Development" and "Two (2) Professional Development Implementation Days" totaling $16,350.00 from the Agreement; (6) add the services to be known as "Additional Implementation Days" totaling $15,863.00 (thirteen and one half (13.5 ) days) to the Agreement; (7) terminate the "50% of Dedicated Project Manager (Monthly)" monthly service and corresponding fee, effective August 1, 2015, from the Agreement; (8) add the services to be known as "UB Modification MUN-204425" totaling $36,300.00 to the Agreement and establish the specifications according to which such services will be rendered; and (9) add the services to be known as "Implementation Days (for UB Modification MUN-204425)" totaling $7,050.00 (six (6) days) to the Agreement. Under Amendment No. Two, Consultant agreed to provide City with an unrestricted credit of $5,841.00 in recognition of software license and maintenance fees paid by City relating to the Professional Development software and that City may choose to apply this credit to any amount owed by City to Consultant per the Agreement. Tyler Technologies, Inc. Amendment No. Five Page 1 D. On May 23, 2016, City and Consultant entered into Amendment No. Three to: (1) add the services to be known as "Inventory Conversion Services" to append the items that already exist in the Inventory Master table totaling $4,500; (2) remove "Tyler Incident Management" software from the Agreement; (3) terminate City's license to use the Tyler Incident Management software; (4) terminate Consultant's obligation to update, support, and maintain the Tyler Incident Management software; and (5) decrease the total compensation from the Agreement. Consultant agreed to provide City with an unrestricted credit of $19,470.00 in recognition of software license and maintenance fees paid by City relating to the Tyler Incident Management software and that City may choose to apply this credit to any amount owed by City to Consultant per the Agreement. E. On March 28, 2017, City and Consultant entered into Amendment No. Four to: (1) add "Tyler Content Manager Enterprise Upgrade (Existing CL w/Tyler Content Manager SE)" for one-time fees of $44,000.00 and annual recurring fees of $17,100.00, plus reimbursable travel expenses under the Agreement; (2) remove "Work Orders, Fleet & Facilities Management," "Business License," and "Performance Based Budgeting" software and associated costs from the Agreement; (3) terminate City's license to use the "Work Orders, Fleet & Facilities Management," "Business License," and "Performance Based Budgeting" software; (4) terminate Consultant's obligation to update, support, and maintain the "Work Orders, Fleet & Facilities Management," "Business License," and "Performance Based Budgeting" software; and (5) decrease the total compensation from the Agreement. F. City and Consultant now desire to enter into this Amendment No. Five to correct administrative errors in Amendment No. Four. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: EXHIBIT A SECTION 2 Exhibit A Section 2 of Amendment No. Four is hereby deleted in its entirety and replaced with the following: "The services memorialized on page 1 of 13 of Exhibit B of the Agreement titled 'Work Orders, Fleet & Facilities Management' and 'Performance Based Budgeting' with an implementation cost total of $51,700.00 and $30,550.00, respectively, are hereby deleted. The services memorialized on page 1 of 13 of Exhibit B of the Agreement titled 'Work Orders, Fleet & Facilities Management' with a data conversion cost total of $13,750 ($20,000 less $6,250 paid) is hereby deleted. The service memorialized on page 3 of 13 of Exhibit B of the Agreement titled 'Business Process Consulting — Performance Based Budgeting' with a cost of $35,000, is hereby deleted." EXHIBIT A SECTION 3 Exhibit A Section 3 of Amendment No. Four is hereby deleted in its entirety and replaced with the following: Tyler Technologies, Inc. Amendment No. Five Page 2 "The service memorialized on page 2 of 13 of Exhibit B of the Agreement titled 'Business License' with an implementation cost total of $24,675.00, is hereby deleted. The service memorialized on page 2 of 13 of Exhibit B of the Agreement titled 'Business License' with a data conversion cost total of $13,000, is hereby deleted. The service memorialized on page 3 of 13 of Exhibit B of the Agreement titled 'Business Process Consulting — Business Licenses' with a cost of $28,000, is hereby deleted. The service memorialized on page 4 of 13 of Exhibit B of the Agreement titled 'Tyler Forms Library — Business License' with a cost of $2,500, is hereby deleted." [SIGNATURES ON NEXT PAGE] Tyler Technologies, Inc. Amendment No. Five Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Five to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 1/1 7/7 By: Aaron C. Harpl City Attorney 613J I ATTEST: Date: /'DPAII By: �4&r �Av� Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: C`tA Dave Riff City Manager CONSULTANT: TYLER TECHNOLOGIES, INC., a Delaware corporation Date: %/ / I By: /fit` f Abigail Diaz Chief Legal Officer [END OF SIGNATURES] Tyler Technologies, Inc. Amendment No. Five Page 4 r AMENDMENT NO. FOUR TO SOFTWARE LICENSE PURCHASE AND CJ PROFESSIONAL SERVICES AGREEMENT WITH TYLER TECHNOLOGIES, INC. FOR ENTERPRISE RESOURCE PLANNING SYSTEM THIS AMENDMENT NO. FOUR TO SOFTWARE LICENSE PURCHASE AND PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Four') is made and entered into as of this 28th day of March, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and TYLER TECHNOLOGIES, INC., a Delaware corporation ("Consultant"), whose address is One Tyler Drive, Yarmouth, Maine 04096, and is made with reference to the following: RECITALS A. On March 26, 2014, City and Consultant entered into a Software License Purchase and Professional Services Agreement ("Agreement") to engage Consultant to furnish, license, deliver, install and maintain Tyler software products in order to implement the Enterprise Resource Planning ("ERP") system ("Project"). B. On February 25, 2015, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to: (1) remove "Bid Management" software from the Agreement; (2) terminate City's license to use the "Bid Management" software; (3) terminate Consultant's obligation to update, support and maintain the "Bid Management" software; and (4) decrease the total compensation. Under Amendment No. One, Consultant agreed to provide City with a credit of $10,081.50 in recognition of software fees paid by City relating to "Bid Management" software. C. On February 8, 2016, City and Consultant entered into Amendment No. Two to: (1) remove "Professional Development" software from the Agreement; (2) terminate City's license to use the "Professional Development" software; (3) terminate Consultant's obligation to update, support, and maintain the "Professional Development" software; (4) decrease the total compensation; (5) terminate the services referred to as "Business Process Consulting — Professional Development" and "Two (2) Professional Development Implementation Days' totaling $16,350.00 from the Agreement; (6) add the services to be known as "Additional Implementation Days" totaling $15,863.00 (thirteen and one half (13.5) days) to the Agreement; (7) terminate the "50% of Dedicated Project Manager (Monthly)" monthly service and corresponding fee, effective August 1, 2015, from the Agreement; (8) add the services to be known as "UB Modification MUN- 204425" totaling $36,300.00 to the Agreement and establish the specifications according to which such services will be rendered; and (9) add the services to be known as "Implementation Days (for UB Modification MUN-204425)" totaling $7,050.00 (six (6) days) to the Agreement. Under Amendment No. Two, Consultant agreed to provide City with an unrestricted credit of $5,841.00 in recognition of software license and maintenance fees paid by City relating to the Professional Development software and that City may choose to apply this credit to any amount owed by City to Consultant per the Agreement. D. On May 23, 2016, City and Consultant entered into Amendment No. Three to: (1) add the services to be known as "Inventory Conversion Services" to append the items that already exist in the Inventory Master table totaling $4,500; (2) remove "Tyler Incident Management" software from the Agreement; (3) terminate City's license to use the Tyler Incident Management software; (4) terminate Consultant's obligation to update, support, and maintain the "Tyler Incident Management" software; and (5) decrease the total compensation from the Agreement. Consultant agreed to provide City with an unrestricted credit of $19,470.00 in recognition of software license and maintenance fees paid by City relating to the Tyler Incident Management software and that City may choose to apply this credit to any amount owed by City to Consultant per the Agreement. E. City desires to enter into this Amendment No. Four to: (1) add "Tyler Content Manager Enterprise Upgrade (Existing CL w/Tyler Content Manager SE)" for one- time fees of $44,000.00 and annual recurring fees of $17,100.00, plus reimbursable travel expenses under the Agreement; (2) remove "Work Orders, Fleet & Facilities Management", "Business License", and "Performance Based Budgeting" software and associated costs from the Agreement; (3) terminate City's license to use the "Work Orders, Fleet & Facilities Management", "Business License", and "Performance Based Budgeting" software; (4) terminate Consultant's obligation to update, support, and maintain the "Work Orders, Fleet & Facilities Management", "Business License", and "Performance Based Budgeting" software; and (5) decrease the total compensation from the Agreement to account for the edits made by this Amendment No. Four. Further, Consultant agrees to provide City with an unrestricted credit of $91,790.44 in recognition of license and some of the maintenance fees paid by the City relating to the "Work Orders, Fleet & Facilities Management", "Performance Based Budgeting", and "Business License" software products and that City may choose to apply this credit to any amount owed by City to Consultant per the Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Exhibit A to the Agreement, as supplemented by Exhibit A to Amendment No. One, Amendment No. Two, and Amendment No. Three shall be further supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"), and the changes made therein. Exhibit A to the Agreement, Exhibit A to Amendment No. One, Exhibit A to Amendment No. Two, Exhibit A to Amendment No. Three, and Exhibit A to this Amendment No. Four shall collectively be known as "Exhibit A." TYLER TECHNOLOGIES, INC. Page 2 2. COMPENSATION TO CONSULTANT As reflected in Exhibit B to this Amendment No Four, Exhibit B to the Agreement is shall be supplemented as follows: The third paragraph of Section 1 in Attachment 1 to Exhibit B (Compensation Schedule), as amended by Amendment No. One, Amendment No. Two and Amendment No. Three, is replaced in its entirety by the following: "Tyler shall invoice City $179,227.25 sixty (60) days following the earlier of the Utility Billing Go Live Date or May 22, 2017. Such amount equals twenty-five percent (25%) of the Tyler software license fees in the Investment Summary. The foregoing notwithstanding, should accomplishment of the Utility Billing Go Live Date be delayed due solely to Tyler's failure to perform, City will be entitled to delay payment of this last twenty five percent (2591o) of Tyler software license fees an amount of time equal to such delay." Exhibit B to the Agreement, Exhibit B to Amendment No. One, Exhibit B to Amendment No. Two, Exhibit B to Amendment No. Three and Exhibit B to this Amendment No. Four shall collectively be known as "Exhibit B." 3. CITY CREDIT In recognition of software and maintenance fees paid by City relating to Tyler for "Business License", "Work Orders, Fleet & Facilities Management', and 'Performance Based Budgeting", Consultant agrees that City has an unrestricted credit in the amount of $91,790.44, which City may use towards any fees owed to Consultant per the Agreement. The credit is calculated as follows: Work Orders, Fleet & Facilities Management software Performance Based Budgeting software Business License software Work Orders, Fleet & Facilities Management prorated support 9/24/16-6/23/17 Performance Based Budgeting prorated support 9/24/16-6/23/17 Business Licenses prorated support 9/24/16-6/23/17 Total Credit ($29,081.25) ($28,200.00) ($19,387.50) ($5,735.81) ($5,562.00) ($3,823.88) ($91,790.44) TYLER TECHNOLOGIES, INC. Page 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement, as amended, shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment No. Four to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 2Z,9- / By: Aaron C. Harp aAW City Attorney ATTEST: Date: N 113 ji . 'WF Cler Attachments: CITY OF NEWPORT BEACH, a California municipal corporation Date: 4j hl to By: %. Dav ff City Manager CONSULTANT: TYLER TECHNOLOGIES, INC., a Delaware corporation Date: � L yip 7 By: A igail Diaz Chief Legal Offi er [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates TYLER TECHNOLOGIES, INC. Page 4 EXHIBIT A SCOPE OF SERVICES As of the effective date of Amendment No. Four to the Agreement, the Tyler Software Products, "Work Orders, Fleet & Facilities Management', "Performance Based Budgeting" and 'Business License' are hereby removed from the Agreement. As a result of the removal of the Work Orders, Fleet & Facilities Management, Business License, and Performance Based Budgeting, City's license to use such software is terminated, as are Tyler's obligations to update, support, and maintain this software. City shall have no further obligation to pay for such software and any associated license or maintenance for such software. 2. The services memorialized on page 1 of 13 of Exhibit B of the Agreement titled "Work Orders, Fleet & Facilities Management" and "Performance Based Budgeting" with an implementation cost total of $51,700.00 and $30,550.00, respectively, are hereby deleted. The services memorialized on page 1 of 13 of Exhibit B of the Agreement titled "Work Orders, Fleet & Facilities Management' with a data conversion cost total of $13,750 ($20,000 less $6,250 paid) is hereby deleted. 3. The service memorialized on page 2 of 13 of Exhibit B of the Agreement titled 'Business License' with an implementation cost total of $24,675.00, is hereby deleted. The service memorialized on page 2 of 13 of Exhibit B of the Agreement titled 'Business License' with a data conversion cost total of $65,175, is hereby deleted. 4. The software and services, to be included under the subtitle `Productivity" on page 2 of 13 of Exhibit B of the Agreement, shall be added as a line item that shall read as follows: Description License Impl. Das Impl. Cost Data Conversion Year One Maintenance Tyler Content Manager $29,750 10@ $12,750 $0 $17,100 Enterprise Upgrade $1,275 (Existing CL w/Tyler Content Manager SE $29,750 of the credit outlined in Section 3 of this Amendment shall be applied toward the Tyler Content Manager Enterprise Upgrade (Existing CL w/Tyler Content Manager SE) license fee. Consultant shall invoice City for implementation days, including any reimbursable travel expenses, in accordance with the terms and conditions of the Agreement. Maintenance fees for the `Tyler Content Management Enterprise Upgrade" are waived through June 23, 2017. TYLER TECHNOLOGIES, INC. Page A-1 The services, to be included under the subtitle "Other Services" on page 3 of 13 of Exhibit B of the Agreement, shall be added as two line items that shall read as follows: Other Services: Description Quantit Unit Price Unit Discount Extended Price Tyler Content Manager Enterprise Upgrade Installation 1 $1,500 $0 $1,500 Consultant shall invoice City for such service, including any reimbursable travel expenses, in accordance with the terms and conditions of the Agreement. TYLER TECHNOLOGIES, INC. Page A-2 EXHIBIT B SCHEDULE OF BILLING RATES The third paragraph of Section 1 in Attachment 1, Exhibit B (Compensation Schedule) is replaced in its entirety by the following: "Tyler shall invoice City $179,227.25 sixty (60) days following the earlier of the Utility Billing Go Live Date or May 22, 2017. Such amount equals twenty- five percent (25%) of the Tyler software license fees in the Investment Summary. The foregoing notwithstanding, should accomplishment of the Utility Billing Go Live Date be delayed due solely to Tyler's failure to perform, City will be entitled to delay payment of this last twenty five percent (25%) of Tyler software license fees an amount of time equal to such delay." TYLER TECHNOLOGIES, INC. Page B-1 ( AMENDMENT NO. THREE TO J SOFTWARE LICENSE PURCHASE AND PROFESSIONAL SERVICES AGREEMENT WITH TYLER TECHNOLOGIES, INC. FOR ENTERPRISE RESOURCE PLANNING SYSTEM THIS AMENDMENT NO. THREE TO SOFTWARE LICENSE PURCHASE AND PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Three") is made and entered into as of this 23rd day of May, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and TYLER TECHNOLOGIES, INC., a Delaware corporation ("Consultant"), whose address is One Tyler Drive, Yarmouth, Maine 04096, and is made with reference to the following: RECITALS A. On March 26, 2014, City and Consultant entered into a Software License Purchase and Professional Services Agreement ("Agreement") to engage Consultant to furnish, license, deliver, install, and maintain Tyler software products in order to implement the Enterprise Resource Planning ("ERP") system ("Project"). B. On February 25, 2015, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to: (1) remove "Bid Management" software from the Agreement; (2) terminate City's license to use the Bid Management Software; (3) terminate Consultant's obligation to update, support and maintain the Bid Management software; and (4) decrease the total compensation. Under Amendment No. One, Consultant agreed to provide City with a credit of $10,081.50 in recognition of software fees paid by City relating to Bid Management software. C. On February 8, 2016, City and Consultant entered into Amendment No. Two to: (1) remove "Professional Development" software from the Agreement; (2) terminate City's license to use the Professional Development software; (3) terminate Consultant's obligation to update, support, and maintain the Professional Development Software; (4) decrease the total compensation; (5) terminate the services referred to as "Business Process Consulting — Professional Development" and "Two (2) Professional Development Implementation Days" totaling $16,350.00 from the Agreement; (6) add the services to be known as "Additional Implementation Days" totaling $15,863.00 (thirteen and one half (13.5) days) to the Agreement; and (7) terminate the "50% of Dedicated Project Manager (Monthly)" monthly service and corresponding fee, effective August 1, 2015, from the Agreement; (8) add the services to be known as "UB Modification MUN-204425" totaling $36,300.00 to the Agreement and establish the specifications according to which such services will be rendered; and (9) add the services to be known as "Implementation Days (for UB Modification MUN-204425)" totaling $7,050.00 (six (6) days) to the Agreement. Under Amendment No. Two, Consultant agreed to provide City with an unrestricted credit of $5,841.00 in recognition of software license and maintenance fees paid by City relating to the Professional Development software and that City may choose to apply this credit to any amount owed by City to Consultant per the Agreement. D. City desires to enter into this Amendment No. Three to: (1) add the services to be known as "Inventory Conversion Services" to the items that already exist in the Inventory Master table totaling $4,500.00; (2) remove "Tyler Incident Management" software from the Agreement; (3) terminate City's license to use the Tyler Incident Management software; (4) terminate Consultant's obligation to update, support, and maintain the Tyler Incident Management Software; and (5) decrease the total compensation from the Agreement. E. Consultant also agrees to provide City with an unrestricted credit of $19,470.00 in recognition of software license and maintenance fees paid by City relating to the Tyler Incident Management software and that City may choose to apply this credit to any amount owed by City to Consultant per the Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Exhibit A to the Agreement, as supplemented by Exhibit A to Amendment No. One and Exhibit A to Amendment No. Two, shall be further supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"), and the changes made therein. Exhibit A to the Agreement, Exhibit A to Amendment No. One, Exhibit A to Amendment No. Two and Exhibit A to Amendment No. Three shall collectively be known as "Exhibit A." 2. COMPENSATION TO CONSULTANT As reflected in Exhibit B to this Amendment No. Three, Exhibit B to the Agreement is shall be supplemented as follows: The third paragraph of Section 1 in Attachment 1 to Exhibit B (Compensation Schedule), as amended by Amendment No. One and Amendment No. Two, is replaced in its entirety by the following: "Tyler shall invoice City $204,783.50 sixty (60) days following the earlier of the Phase V Go Live Date or August 1, 2016. Such amount equals twenty-five percent (2556) of the Tyler software license fees in the Investment Summary. The foregoing notwithstanding, should accomplishment of the Phase V Go Live Date be delayed due solely to Tyler's failure to perform, City will be entitled to delay payment of this last twenty five percent (2596) of Tyler software license fees an amount of time equal to such delay." TYLER TECHNOLOGIES, INC. Page 2 Exhibit B to the Agreement, Exhibit B to Amendment No. One, Exhibit B to Amendment No. Two and Exhibit B to Amendment No. Three shall collectively be known as "Exhibit B." 3. CITY CREDIT In recognition of software and maintenance fees paid by City relating to Tyler Incident Management, Consultant agrees that City has an unrestricted credit in the amount of $19,470.00, which City may use towards any fees owed to Consultant per the Agreement. 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement, as amended, shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] TYLER TECHNOLOGIES. INC. Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTO NEY, OFFICE Date: `[ By: 16 Aaron C. Harp (AtA Me12-"11LP City Attorney ATTEST: l/ I Date: iiSS By. ,u Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: 4vj31 leo By: Dave City Manager CONSULTANT: TYLER TECHNOLOGIES, INC., a Delaware corporation Date: By: ( "fa�NL� P 4 Abigail Diaz Vice President and Associate General Counsel [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates TYLER TECHNOLOGIES, INC. Page 4 EXHIBIT A SCOPE OF SERVICES 1. As of the effective date of Amendment No. Three to the Agreement, the Tyler Software Product, "Tyler Incident Management" is hereby removed from the Agreement. As a result of the removal of the Tyler Incident Management software product, City's license to use such software is terminated, as are Tyler's obligations to update, support, and maintain this software. City shall have no further obligation to pay for such software and any associated license or maintenance for such software. 2. The service, memorialized on page 2 of 13 of Exhibit B of the Agreement under the subtitle "Other" and titled `Tyler Incident Management," with an implementation cost total of $11,750.00 is hereby deleted. 3. The services, to be included under the subtitle "Other Services" on page 3 of 13 of Exhibit B of the Agreement, shall be added as a line item that shall read as follows: Description Quantit Unit Price Unit Discount Extended Price Inventory Conversion Services (to append 1 $4,500 $0 $4,500 the items that already exist in the Inventory Master table Consultant shall invoice City for such service, including any reimbursable travel expenses, in accordance with the terms and conditions of the Agreement. TYLER TECHNOLOGIES, INC. Page A-1 EXHIBIT B SCHEDULE OF BILLING RATES The third paragraph of Section 1 in Attachment 1, Exhibit B (Compensation Schedule) is replaced in its entirety by the following: "Tyler shall invoice City $204,783.50 sixty (60) days following the earlier of the Phase V Go Live Date or August 1, 2016. Such amount equals twenty- five percent (25%) of the Tyler software license fees in the Investment Summary. The foregoing notwithstanding, should accomplishment of the Phase V Go Live Date be delayed due solely to Tyler's failure to perform, City will be entitled to delay payment of this last twenty five percent (2591o) of Tyler software license fees an amount of time equal to such delay." TYLER TECHNOLOGIES, INC. Page B-1 J - i! AMENDMENT NO. TWO TO SOFTWARE LICENSE PURCHASE AND PROFESSIONAL SERVICES AGREEMENT WITH TYLER TECHNOLOGIES, INC. FOR ENTERPRISE RESOURCE PLANNING SYSTEM THIS AMENDMENT NO. TWO TO SOFTWARE LICENSE PURCHASE AND PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Two") is made and entered into as of this 8th day of February, 2016 ("Effective Date'), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and TYLER TECHNOLOGIES, INC., a Delaware corporation ("Consultant"), whose address is One Tyler Drive, Yarmouth, Maine 04096, and is made with reference to the following: RECITALS A. On March 26, 2014, City and Consultant entered into a Software License Purchase and Professional Services Agreement ("Agreement") to engage Consultant to furnish, license, deliver, install and maintain Tyler software products in order to implement the Enterprise Resource Planning ("ERP") system ("Project"). B. On February 25, 2015, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to: (1) remove "Bid Management" software from the Agreement; (2) terminate City's license to use the Bid Management Software; (3) terminate Consultant's obligation to update, support and maintain the Bid Management software; and (4) decrease the total compensation. Under Amendment No. One, Consultant agreed to provide City with a credit of $10,081.50 in recognition of software fees paid by City relating to Bid Management software. C. City desires to enter into this Amendment No. Two to: (1) remove "Professional Development" software from the Agreement; (2) terminate City's license to use the Professional Development software; (3) terminate Consultant's obligation to update, support, and maintain the Professional Development Software; (4) decrease the total compensation; (5) terminate the services referred to as "Business Process Consulting — Professional Development" and "Two (2) Professional Development Implementation Days" totaling $16,350.00 from the Agreement; (6) add the services to be known as "Additional Implementation Days" totaling $15,863.00 (thirteen and one half (13.5) days) to the Agreement; (7) terminate the "50% of Dedicated Project Manager (Monthly)" monthly service and corresponding fee, effective August 1, 2015, from the Agreement; (8) add the services to be known as "UB Modification MUN-204425" totaling $36,300.00 to the Agreement and establish the specifications according to which such services will be rendered; and (9) add the services to be known as "Implementation Days (for UB Modification MUN-204425)" totaling $7,050.00 (six (6) days) to the Agreement. D. Consultant also agrees to provide City with an unrestricted credit of $5,841.00 in recognition of software license and maintenance fees paid by City relating to the Professional Development software and that City may choose to apply this credit to any amount owed by City to Consultant per the Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SERVICES TO BE PERFORMED Exhibit A to the Agreement, as supplemented by Exhibit A to Amendment No. One, shall be further supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"), and the changes made therein. Exhibit A to the Agreement, Exhibit A to Amendment No. One, and Exhibit A to this Amendment No. Two shall collectively be known as "Exhibit A." 2. COMPENSATION TO CONSULTANT As reflected in Exhibit B to this Amendment No. Two, Exhibit B to the Agreement shall be supplemented as follows: The third paragraph of Section 1 in Attachment 1 to Exhibit B (Compensation Schedule), as amended by Amendment No. One, is replaced in its entirety by the following: "Tyler shall invoice City $209,953.50 sixty (60) days following the earlier of the Phase V Go Live Date or August 1, 2016. Such amount equals twenty-five percent (25%) of the Tyler software license fees in the Investment Summary. The foregoing notwithstanding, should accomplishment of the Phase V Go Live Date be delayed due solely to Tyler's failure to perform, City will be entitled to delay payment of this last twenty five percent (2591o) of Tyler software license fees an amount of time equal to such delay." Exhibit B to the Agreement, Exhibit B to Amendment No. One, and Exhibit B to Amendment No. Two shall collectively be known as "Exhibit B." CITY CREDIT In recognition of software and maintenance fees paid by City relating to Professional Development, Consultant agrees that City has an unrestricted credit in the amount of $5,841.00, which City may use towards any fees owed to Consultant per the Agreement. TYLER TECHNOLOGIES, INC. Page 2 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement, as amended, shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] TYLER TECHNOLOGIES, INC. Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNE ',S OFFICE Date: By: Aaron C. Harp (AM 07-16r�lcv City Attorney ATTEST: q Date: 3 By: t Leilani I. Brown City Clerk _ rrN'101% CITY OF NEWPORT BEACH, a California municipal corporation Date: `3 -M Itr B y:_4%. Dave' iff City Manager CONSULTANT: TYLER TECHNOLOGIES, INC., a Delaware corporation Date: Zi By: 4� A igail Diaz Associate Gen ral Counsel [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates TYLER TECHNOLOGIES, INC. Page 4 EXHIBIT A SCOPE OF SERVICES 1. As of the effective date of Amendment No. Two to the Agreement, the Tyler Software Product, "Professional Development" is hereby removed from the Agreement. As a result of the removal of the Professional Development software product, City's license to use such software is terminated, as are Tyler's obligations to update, support, and maintain this software. City shall have no further obligation to pay for such software and any associated license or maintenance for such software. 2. The service, memorialized on page 2 of 13 of Exhibit B of the Agreement under the subtitle "Payroll/HR" and titled "Professional Development," with an implementation cost total of $2,350.00 is hereby deleted. 3. The service, memorialized on page 3 of 13 of Exhibit B of the Agreement under the subtitle "Other Services" and titled "Business Process Consulting — Professional Development," with an implementation total of $14,000.00 is hereby deleted. 4. The service, to be included under the subtitle "Other' on page 2 of 13 of Exhibit B of the Agreement, shall be added as a line item that shall read as follows: Other: Description License Imol. Das ImDI. Cost Data Conversion Module Total Year One Maintenance Additional $0.00 13.5 @ $15,863.00 $0.00 $15,863.00 $0.00 Implementation $1,175.00 Days Consultant shall invoice City for such service, including any reimbursable travel expenses, in accordance with the terms and conditions of the Agreement. The service and associated monthly fee, memorialized on page 3 of 13 of Exhibit B of the Agreement and titled "50% of Dedicated Project Manager (Monthly)," totaling $12,000.00 per month is hereby deleted effective August 1, 2015. City and Consultant agree that City has paid Consultant for such service through such effective date of August 1, 2015 and City shall have no obligation to pay for such fee from such effective date forward. 6. The services, to be included under the subtitle "Other Services" on page 3 of 13 of Exhibit B of the Agreement, shall be added as two line items that shall read as follows: TYLER TECHNOLOGIES, INC. Page A-1 Other Services: Description Quantity Unit Unit Extended Price Price Discount UB 33 $1,100 $0 $36,300.00 Modification MUN-204425 Implementation 6 $1,175 $0 $7,050.00 Days (for UB Modification MUN-204425 Consultant shall invoice City for such service, including expenses, in accordance with the terms and conditions specifications and standards for the provision of the 204425 shall be according to "Exhibit 2" which is incorporated herein by reference. any reimbursable travel of the Agreement. The UB Modification MUN- attached hereto and TYLER TECHNOLOGIES, INC. Page A-2 Implementation Modal# Quoted By. Jennifer Wahlhrink Price Date: 10/1311015 ••.,�.a tyler Quote Expiration: 4/1012016 • t`tl"'`" Quote Name: City of Newport Beach -BRP -Muds -Additional Days $0.00 Quote Numbs- 2015.15733 Additional Implementation 112 Day Quota Description: 10.13.15 $589.00 Phone: (949) 644-3309 City of Newport Besot, Fax: 3300Newport Blvd Email: $0.00 Newport Beach California 92663 Total Other Services Total Implementation Total Conversions Total AB Services Implementation Modal# Deacription Qty Price Ent prim Discount Consulting Total MISGCD-OOl Additional Implementation Days 13 $1,175.00 $15,275.00 $0.00 $15,275.00 MMC -CA -001 Additional Implementation 112 Day 1 $588.00 $589.00 $0.00 $588.00 Total: $0.00 $15,963.00 Total Other Services Total Implementation Total Conversions Total AB Services Total Days $0.00 $15,863.00 $0.00 $15,863.00 14 Financials Days Payroll/M Days Revenue/Billing Days Productivity Days Other Days MISC Days 0 0 0 0 0 14 Summary Fees Maintenance Total Solihmm $OAO $0.00 Total Services $15,863.00 Total System Software $0.00 $0.00 Total hardware $0.00 Total 3rd Parry Services $0.00 Summary Total $15,863.01 $0.00 Contract Total $15,863.00 ATTACHMENT 1 TO EXHIBIT A EXHIBIT B SCHEDULE OF BILLING RATES The third paragraph of Section 1 in Attachment 1, Exhibit B (Compensation Schedule) is replaced in its entirety by the following: "Tyler shall invoice City $209,953.50 sixty (60) days following the earlier of the Phase V Go Live Date or August 1, 2016. Such amount equals twenty- five percent (25%) of the Tyler software license fees in the Investment Summary. The foregoing notwithstanding, should accomplishment of the Phase V Go Live Date be delayed due solely to Tyler's failure to perform, City will be entitled to delay payment of this last twenty five percent (25%) of Tyler software license fees an amount of time equal to such delay." TYLER TECHNOLOGIES, INC. Page B-1 CERTIFICATE OF SECRETARY OF TYLER TECHNOLOGIES, INC. The undersigned, being the duly elected and qualified Secretary of Tyler Tech nologies, Inc., a Delaware corporation ('Tyler'), hereby certifies on behalf of Tyler that: 1. Attached hereto is a true, correct, and complete copy of resolutions duly adopted by the Executive Committee of the Board of Directors of Tyler. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Secretary on behalf of Tyler as of February 4, 2014. TYLER TECHNOLOGIES, INC., a Delaw By: Name: Title: RESOLUTIONS OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF TYLER TECHNOLOGIES, INC. WHEREAS, the Executive Committee of the Board of Directors of Tyler Technologies, Inc., a Delaware corporation ("Tyler"), deems it to be in the best interests of Tyler's ERP and School Division (the "Tyler Division") to authorize certain individuals to enter into contracts on behalf of the Tyler Division and Tyler; RESOLVED, that the following persons are hereby authorized to enter into contract(s) in the name and on behalf of the Tyler Division and Tyler (including, without limitation, contract(s) for the license, lease, sale, and provision of goods and services) without regard to the dollar value of such contract(s): Andrew D. Teed Christopher P. Hepburn James J. Hurley, III Abigail Diaz Rob Kennedy -Jensen RESOLVED, that foregoing authorization shall continue until revoked; provided, however, that it will automatically terminate with respect to each named person on such date as such person is no longer employed by Tyler; RESOLVED, that each officer of Tyler is hereby authorized and directed, in the name and on behalf of Tyler, to do or cause to be done any and all things, and to execute, deliver, and file and all such other agreements, amendments, instruments, certificates, waivers, documents, and papers that any of them deem necessary or advisable to carry into effect the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated thereby. CCS U AMENDMENT NO. ONE TO SOFTWARE LICENSE PURCHASE AND v PROFESSIONAL SERVICES AGREEMENT WITH TYLER TECHNOLOGIES, INC. FOR ENTERPRISE RESOURCE PLANNING SYSTEM THIS AMENDMENT NO. ONE TO SOFTWARE LICENSE PURCHSE AND PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 25 th day of fM1SKUA*-Y 2015 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and TYLER TECHNOLOGIES, INC., a Delaware corporation ("Consultant"), whose address is One Tyler Drive, Yarmouth, MA 04096, and is made with reference to the following: RECITALS A. On March 26, 2014, City and Consultant entered into a Software License Purchase and Professional Services Agreement ("Agreement") for Enterprise Resource Planning System ("Project"). B. City desires to enter into this Amendment No. One to (1) remove "Bid Management" software form the Agreement; (2) terminate City's license to use the Bid Management Software; (3) terminate Consultant's obligation to update, support and maintain the Bid Management software; and (4) decrease the total compensation. C. Consult has agreed to provide City with a credit of $10,081.50 in recognition of software fees paid by City relating to Bid Management software. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement, Exhibit A to Amendment One shall collectively be known as "Exhibit A." 2. COMPENSATION TO CONSULTANT Exhibit B to the Agreement is revised as follows: The third paragraph of Section 1 in Attachment 1 to Exhibit B (Compensation Schedule) is replaced in its entirety by the following: "Tyler shall invoice City $211,504.50 sixty (60) days following the earlier of the Phase V Go Live Date or August 1, 2016. Such amount equals twenty-five percent (25%) of the Tyler software license fees in the Investment Summary. The foregoing notwithstanding, should accomplishment of the Phase V Go Live Date be delayed due solely to Tyler's failure to perform, City will be entitled to delay payment of this last twenty-five percent (25%) of Tyler software license fees an amount of time equal to such delay." 3. CITY CREDIT In recognition of software fees paid by City relating to Bid Management, Consultant agrees that City has a credit in the amount of $10,081.50, which City may use towards any fees payable to Consultant for other software products or services provided by Consultant at City's request that are in excess of the software products or services included in the Project. This credit shall expire two years from the date of this Amendment No. 1 if the credit is not applied towards other software products or services purchased from Consultant by the City. 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Tyler Technologies, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: (I N I K By. V� Aaron C. Harp City Attorney ATTEST: /�i Date: By. (zp'14 � Rp'— Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: "rld YS By: Dave i City Manager CONSULTANT: Tyler Technologies, Inc. a Delaware or oration Date: Ll 2 -c1`� By: aL--�' Abby D; Utz - Date: /,S' By: wi cs .i 5col l er v P , 50-ee' [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Tyler Technologies, Inc. I Page 3 EXHIBIT A SCOPE OF SERVICES 1. The Tyler Software Product, "Bid Management' is hereby removed from the Agreement. 2. As a result of the removal of Bid Management, Client's license to use such software is terminated, as are Tyler's obligations to update, support and maintain the software. Tyler Technologies, Inc. I age A-1 EXHIBIT B SCHEDULE OF BILLING RATES The third paragraph of Section 1 in Attachment 1 to Exhibit B (Compensation Schedule) is replaced in its entirety by the following: "Tyler shall invoice City $211,504.50 sixty (60) days following the earlier of the Phase V Go Live Date or August 1, 2016. Such amount equals twenty-five percent (25%) of the Tyler software license fees in the Investment Summary. The foregoing notwithstanding, should accomplishment of the Phase V Go Live Date be delayed due solely to Tyler's failure to perform, City will be entitled to delay payment of this last twenty-five percent (25%) of Tyler software license fees an amount of time equal to such delay." Tyler Technologies, Inc. Page B-1 CERTIFICATE OF SECRETARY OF TYLER TECHNOLOGIES, INC. The undersigned, being the duly elected and qualified Secretary of Tyler Technologies, Inc., a Delaware corporation ("Tyler"), hereby certifies on behalf of Tyler that: 1. Attached hereto is a true, correct, and complete copy of resolutions duly adopted by the Executive Committee of the Board of Directors of Tyler. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Secretary on behalf of Tyler as of February 4, 2014. TYLER TECHNOLOGIES, INC., a Delaware corporation By: 7 Name: H. Lynn Dore, Jr. Title: Secretary RESOLUTIONS OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF TYLER TECHNOLOGIES, INC WHEREAS, the Executive Committee of the Board of Directors of Tyler Technologies, Inc., a Delaware corporation (`Tyler"), deems it to be in the best interests of Tyler's ERP and School Division (the "Tyler Division") to authorize certain individuals to enter into contracts on behalf of the Tyler Division and Tyler; RESOLVED, that the following persons are hereby authorized to enter into contract(s) In the name and on behalf of the Tyler Division and Tyler (including, without limitation, contract(s) for the license, lease, sale, and provision of goods and services) without regard to the dollar value of such contract(s): Andrew D. Teed Christopher P. Hepburn James J. Hurley, III Abigail Diaz Rob Kennedy -Jensen RESOLVED, that foregoing authorization shall continue until revoked; provided, however, that it will automatically terminate with respect to each named person on such date as such person is no longer employed by Tyler; RESOLVED, that each officer of Tyler is hereby authorized and directed, in the name and on behalf of Tyler, to do or cause to be done any and all things, and to execute, deliver, and file and all such other agreements, amendments, instruments, certificates, waivers, documents, and papers that any of them deem necessary or advisable to carry into effect the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated thereby. SOFTWARE LICENSE PURCHASE AND PROFESSIONAL SERVICES AGREEMENT WITH TYLER TECHNOLOGIES, INC. FOR ENTERPRISE RESOURCE PLANNING SYSTEM } THIS SOFTWARE PURCHASE AND PROFESSIONAL SERVICES (� AGREEMENT ("Agreement") is made and entered into as of this 26th day of March 26, 2014 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and TYLER TECHNOLOGIES, INC., a Delaware corporation ("Tyler"), whose address is One Tyler Drive, Yarmouth, MA 04096, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Tyler to furnish, license, deliver, install and maintain Tyler software products in order to implement the Enterprise Resource Planning ("ERP") system ("Project"). C. Tyler possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Tyler, has reviewed the previous experience and evaluated the expertise of Tyler, and desires to retain Tyler to provide products and render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: The term of this Agreement as it relates to Services, including, but not limited to software maintenance Services, shall commence on the Effective Date, and shall terminate five (5) years from the installation date of the Tyler Software Products, not to exceed December 31, 2019 unless terminated earlier as set forth herein. The parties may elect to extend the term of the Agreement for purposes of maintenance Services by written amendment to the Agreement. However, the license for the software purchased by the City in conjunction with this Agreement is irrevocable in nature (subject to Client's compliance with the license grant in this Agreement) and shall not be subject to the limitations in term as set forth above. 2. SERVICES TO BE PERFORMED Tyler shall diligently perform all the Services described in the Investment Summary attached hereto as Exhibit B and detailed in the Statement of Work attached hereto as Exhibit A and the Support Call Process attached hereto as Attachment 2 to Tyler Technologies, Inc. Page 1 Exhibit A, the Software Maintenance Agreement attached hereto as Attachment 3 to Exhibit A ("Services" or "Work"). Any revisions to the scope of Services shall be made by written amendment to the Agreement signed by both parties and approved as to form by the City Attorney. 3. SOFTWARE LICENESES Tyler agrees to grant to City licenses to use Tyler's software products and associated third party software products as identified in the Investment Summary attached as Exhibit B ("Software Products") in accordance with the terms and conditions of the Software License Agreement attached hereto as Exhibit C, the Third Party Product Agreement attached hereto as Exhibit D and the Adobe End User License Agreement attached hereto as Exhibit E, respectively, and all incorporated herein by reference (the "Licenses"). 4.1 Tyler shall perform the Services in accordance with the mutually agreed project schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Tyler to materially adhere to the schedule set forth in Exhibit A or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 4.2 Notwithstanding the foregoing, Tyler shall not be responsible for delays due to causes beyond Tyler's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to promptly provide notice (within two (2) business days) of the occurrence causing the delay to the other party so that all delays can be timely addressed. 4.3 Tyler shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Tyler's control. 4.4 For all time periods not specifically set forth herein, the parties shall respond in the most reasonably expedient and appropriate manner under the circumstances, by hand -delivery or mail. •:r• � • • It 5.1 City shall pay Tyler for the Tyler software products, Services and Licenses listed in the Investment Summary (but not including any item in the Optional Section), attached hereto as Exhibit B and incorporated herein by reference, on a not -to -exceed basis for the Term in accordance with the provisions of this Agreement, including, without limitation, the Compensation Schedule included in Attachment 1 to Exhibit B. Tyler's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Three Million Seven Hundred Sixty Six Thousand Six Hundred Ninety Seven Dollars and 001100 Tyler Technologies, Inc. Page 2 ($3,766,697.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 5.2 Taxes: The fees set forth in the Investment Summary and Compensation Schedule included within Exhibit B do not include any taxes, including, without limitation, sales, use or excise tax. City and Tyler specifically agree and designate the point of sale and place of delivery for any and all taxable purposes under this Agreement, including, but not limit to, all Services and Software Products, shall be the City of Newport Beach 100 Civic Center Dr., Newport Beach, CA 92660. Furthermore, under the City's Direct Payment Exemption permit number SR EAA 24-089475 DP, the City will self -accrue its Use Tax obligation to the California State Board of Equalization within thirty (30) days of delivery of the products to the City. If only partial delivery of the taxable items in the Investment Summary included in Exhibit B are received by the City, the City will only pay the California State Board of Equalization the amount of Use Tax due on the value of the items delivered in accordance with the prices set forth in the Investment Summary in Exhibit B. City shall provide Tyler with a copy of the City's Direct Payment Exemption permit within thirty (30) days of the Effective Date. 5.3 Tyler shall submit invoices to City describing the Work performed or Software Products delivered in accordance with the Compensation Schedule included in Attachment 1 to Exhibit B. Tyler's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates and/or Software Product provided, the date the Services were performed, the time spent on all Work billed, and a description of any reimbursable expenditures. City shall pay Tyler no later than sixty (60) calendar days after receipt of the invoice by City staff. 5.4 City shall reimburse Tyler only for those costs or expenses reasonably incurred in connection with the Services and otherwise in conformance with the requirements of this Agreement. Expenses will be incurred in accordance with the then - current Tyler Business Travel Policy. The current Tyler Business Travel Policy is attached hereto as Attachment 2 to Exhibit B. 5.5 In the event City cancels services less than two (2) weeks in advance of the date services are to be performed, and such cancellation is not directly related to Tyler's failure to perform pursuant this Agreement, City is liable to Tyler for (i) all non- refundable expenses incurred by Tyler on City's behalf; and (ii) daily fees associated with the canceled services if Tyler is unable to re -assign its personnel. 5.6 Tyler shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by the parties to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work performed within three (3) years of the Effective Date shall be paid at the rates set forth in the Investment Summary as set forth in Exhibit B unless otherwise agreed to by the parties. Tyler Technologies, Inc. Page 3 5.7 Electronic Payment. City shall remit payment to Tyler via electronic payments. Tyler's electronic payment information is as follows: Bank: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA: 121000248 Account: 4124302472 Beneficiary: Tyler Technologies Inc. — Operating 6. PROJECT MANAGER 6.1 Tyler shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the term of Agreement . Tyler shall use commercially reasonable efforts to not remove or reassign the Project Manager. 6.2 Tyler, at the reasonable discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City provided that such request for removal is for cause, and that Tyler shall have a reasonable opportunity to remedy the condition supporting the City's request for removal to avoid removal of personnel from the Project. Tyler warrants that it will furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 7. ADMINISTRATION This Agreement will be administered by the City Manager's Office. The City Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. To assist Tyler in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Tyler, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Tyler's Work schedule. 9. STANDARD OF CARE 9.1 All of the Services shall be performed by Tyler or under Tyler's supervision. Tyler represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional Tyler Technologies, Inc. Page 4 standards" shall mean those standards of practice recognized by one (1) or more comparable firms performing similar work under similar circumstances. 9.2 All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Tyler certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and the highest professional standards. 9.3 Tyler represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Tyler to practice its profession. Tyler shall maintain a City of Newport Beach business license during the term of this Agreement. 9.4 Tyler shall not be responsible for delay, nor shall Tyler be responsible for damages or be in default or deemed to be in default by reason of incidents of force majeure (including, without limitation, strikes, lockouts, accidents, and acts of God), or the failure of City to furnish timely information or to approve or disapprove Tyler's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 10. HOLD HARMLESS 10.1 To the fullest extent permitted by law, Tyler shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims") for bodily injury, death or damage to property which arise from any breach of the terms and conditions of this Agreement resulting from Tyler's negligence, recklessness, and/or willful acts, errors and/or omissions of Tyler, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 10.2 Notwithstanding the foregoing, nothing herein shall be construed to require Tyler to indemnify the Indemnified Parties from any Claim arising from the negligence, recklessness or willful misconduct of the Indemnified Parties. 10.3 Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Tyler. 11. INDEPENDENT CONTRACTOR It is understood that City retains Tyler on an independent contractor basis and Tyler is not an agent or employee of City. The manner and means of conducting the Work are under the control of Tyler, except to the extent they are limited by statute, rule Tyler Technologies, Inc. Page 5 or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Tyler or its employees. Nothing in this Agreement shall be deemed to constitute approval for Tyler or any of Tyler's employees or agents, to be the agents or employees of City. Tyler shall have the responsibility for and control over the means of performing the Work, provided that Tyler is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Tyler as to the details of the performance of the Work or to exercise a measure of control over Tyler shall mean only that Tyler shall follow the reasonable direction of City with respect to the performance of the Services in accord with requirements of this Agreement. 12. COOPERATION The parties agree to work closely and cooperate fully with one another, including any appropriate designees. 13. CITY POLICY Tyler shall discuss and review all matters relating to Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 14. PROGRESS Tyler is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 15. INSURANCE Without limiting Tyler's indemnification of City, and prior to commencement of Work, Tyler shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit F, and incorporated herein by reference. 16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. No assignment shall release the original parties or otherwise constitute a novation. Notwithstanding the foregoing, should Tyler be the subject of a merger or consolidation, Tyler may, upon reasonable notice to the City, assign this Agreement in its entirety to the surviving entity and the City's approval to such assignment shall not be unreasonably withheld. Tyler Technologies, Inc. Page 6 17. SUBCONTRACTING Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. fiU— i#Qyl kq1:11:19.IhZ�73�i� c • 18.1 Documents and Printouts. All reports, drafts, maps, records, plans, drawings, plans, specifications, and printouts and other documents prepared by Tyler in furtherance of the work shall be the sole property of the City and shall be delivered to City whenever requested. Tyler may make duplicate copies of such materials for its own file or for such other purpose as may be authorized in writing by the City. Notwithstanding anything to the contrary herein, Tyler shall retain ownership of all intellectual property rights in and to the Tyler Software Products and User Guides. 18.2 Documents, including drawings and specifications, prepared by Tyler pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Tyler will be at City's sole risk and without liability to Tyler. Further, any and all liability arising out of changes made to Tyler's deliverables under this Agreement by City or persons other than Tyler is waived against Tyler, and City assumes full responsibility for such changes unless City has given Tyler prior notice and has received from Tyler written consent for such changes. 18.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 19. CONFIDENTIALITY 19.1 All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information or such release is required by applicable law. 19.2 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. Each party agrees that it shall not disclose any confidential information of the other party and further agrees to take 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 for a period of two (2) years. This obligation of confidentiality will not apply to information that: a) At the time of the disclosure is in the public domain; b) After disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement by a party; c) A party can establish by reasonable proof was in that party's possession at the time of disclosure; d) A party receives from a third party who has a right to disclose it to that party; or Is subject to requests made under the California Public Records Act or the Freedom of Information Act, only to the extent disclosure is based on the good faith Tyler Technologies, Inc. Page 7 written opinion of the receiving party's legal counsel that disclosure is required by law; provided, however, that that receiving party shall give prompt notice of the service of process or other documentation that underlies such requirement and use its best efforts to assist the disclosing party if the disclosing party wishes to obtain a protective order or otherwise protect the confidentiality of such confidential information. The disclosing party reserves the right to obtain protective order or otherwise protect the confidentiality of its confidential information. 20. INTELLECTUAL PROPERTY INDEMNITY Tyler shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Tyler's Documents provided under this Agreement. 21. RECORDS Tyler shall keep records and invoices in connection with the Services to be performed under this Agreement. Tyler shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Tyler under this Agreement. All such records and invoices shall be clearly identifiable. Tyler shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Tyler shall allow inspection of all Work, data, documents, proceedings and activities directly related to the Agreement for a period of three (3) years from the date of final payment to Tyler under this Agreement. Such inspection shall occur after one (1) week advance notice. 22. WITHHOLDINGS In the event City believes products or services do not conform to warranties in this Agreement, City will provide written notice to Tyler within fifteen (15) calendar days of receipt of the applicable invoice. City is allowed an additional fifteen (15) calendar days to provide written clarification and details. Tyler will provide a written response to City that will include either a justification of the invoice or an adjustment to the invoice. Tyler and City will develop a plan to outline the reasonable steps to be taken by Tyler and City to resolve any issues presented in City's notice to Tyler. City may only withhold payment of the amount actually in dispute until Tyler completes its action items outlined in the plan. Notwithstanding the foregoing, if Tyler is unable to complete its actions outlined in the plan because City has not completed its action items outlined in the plan, City will remit full payment of the invoice. Tyler shall not unreasonably discontinue work while items are disputed in accord with this provision. -P*c 061:f'7_1241IZe7 • IR3�relig In the event of errors or omissions that are due to the negligence or professional inexperience of Tyler which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Tyler, the additional design, construction and/or restoration expense shall be borne by Tyler. Tyler Technologies, Inc. Page 8 Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. Nothing is this section shall be construed to require Tyler to pay the cost of substitute goods or services. This Section is, in all respects, subject to Sections 27.2 (Dispute Resolution Process) and 30 (Limitation of Liability) of this Agreement. 24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. The foregoing notwithstanding, any Consultant shall be subject to the terms and conditions of this Agreement, including, without limitation, the provisions regarding handling and use of confidential information. 25. CONFLICTS OF INTEREST 25.1 Tyler or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 25.2 If subject to the Act, Tyler shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by City in accordance with Section 28 below. Tyler shall indemnify and hold harmless City for any and all claims for damages resulting from Tyler's violation of this Section. 26. NOTICES 26.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 26.2 All notices, demands, requests or approvals from Tyler to City shall be addressed to City at: Attn: Rob Houston, Assistant to the City Manager City Manager's Office City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 26.3 All notices, demands, requests or approvals from City to Tyler shall be addressed to Tyler at: Attn: Associate General Counsel Tyler Technologies, Inc. Tyler Technologies, Inc. Page 9 One Tyler Drive Yarmouth, MA 04096 27. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Tyler shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Tyler's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Tyler in writing as unsettled at the time of its final request for payment. Flt JI9:1111r_1LIIoZdiP.11:10.4 91010149 28.1 For all disputes under this Agreement, a party will notify the other party in writing within fifteen (15) days of becoming aware of a dispute. If the parties cannot resolve such dispute within thirty (30) calendar days of receipt of written notice of dispute, the parties will each promptly designate an executive level representative from its organization to meet with its counterpart from the other party to resolve the dispute. Thereafter, either party may assert its other rights and remedies under this Agreement within a court of competent jurisdiction. 28.2 All meetings and discussions during the Meet and Confer Process will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Civil Procedure 408 or any similar applicable state rule. 28.3 Nothing in this provision will prevent a party from applying to a federal or state court of competent jurisdiction to obtain injunctive relief pending resolution of the dispute through the dispute resolution procedures set forth herein. 29. TERMINATION 29.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of forty-five (45) calendar days of receipt of notice of default from the alleging party, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 29.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than forty-five (45) calendar days' prior written notice to Tyler. 29.3 In the event of any termination of this Agreement, City shall pay Tyler for non -defective products and Services delivered in accord with the requirements of this Agreement and costs incurred up to the effective date of termination for which Tyler has not been previously paid. On the effective date of termination, Tyler shall deliver to City all non-proprietary and non -confidential reports, documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. Tyler Technologies, Inc. Page 10 29.4 Procedure on Termination. If this Agreement is terminated following the Completion of Services, then the City may retain the copy of the Software in its possession subject to the terms of the Software License Agreement but it shall not be entitled to any additional Licenses, nor will it receive updates of, or modifications to, the Software made by Tyler. Notwithstanding the foregoing, the City will remain subject to the obligations imposed upon it pursuant to this Agreement with respect to the Software, including, but not limited to, such obligations relating to use of the Software and confidentiality. 30. DISCLAIMER THE WARRANTIES SET FORTH IN THIS AGREEMENT, INCLUDING ATTACHMENTS AND EXHIBITS, ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS, REMEDIES, AND WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SYSTEM INTEGRATION, WHICH ARE HEREBY DISCLAIMED BY TYLER. 31. LIMITATION OF LIABILITY 31.1 Professional Services. In no event shall either party be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in connection with the provision or quality of professional services or use of the Tyler Software Products. The parties liability for damages arising out of the professional services (identified as the line item "Tyler Services' in the Investment Summary attached as Exhibit B), whether based on a theory of contract or tort, shall be limited to two (2) times the Tyler Services fees identified in the Investment Summary included in Exhibit B and paid by Client. 31.2 Maintenance Agreement (Exhibit A -Attachment 3). In no event shall Tyler be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in connection with the provision or quality of maintenance services or use of the Tyler Software Products. Tyler's liability for damages and expenses arising out of the Maintenance Agreement, whether based on a theory of contract or tort, shall be limited to two (2) times the Software Maintenance Fees due and paid by City during the twelve (12) month period prior to the claim. The Software Maintenance Fees reflect and are set in reliance upon this limitation of liability. 31.3 Software License Agreement (Exhibit C). In no event shall Tyler be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in connection with the use of the Tyler Software Products. Tyler's liability for damages and expenses arising out of this Software License Agreement, whether based on a theory of contract or tort, shall be limited to two (2) times the Software License Fees set forth in the Investment Summary Tyler Technologies, Inc. Page 11 included in Exhibit B and paid by Client. Such Software License Fees are set in reliance upon this limitation of liability. 31.4 Third Party Product Agreement (Exhibit D). In no event shall Tyler be liable for special, indirect, incidental, consequential, or exemplary damages, including without limitation, any damages resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in connection with the use of the Third Party Products. Tyler's liability for damages and expense arising out of the Third Party Product Agreement attached as Exhibit D, whether based on a theory of contract or tort, shall be limited to the License fee/purchase price of the Third Party Products as set forth in the Investment Summary included in Exhibit B and paid by Client. 32. STANDARD PROVISIONS 32.1 Recitals. City and Tyler acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 32.2 Compliance with all Laws. Tyler shall, at its own cost and expense, comply with all applicable statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Tyler shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 32.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 32.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 32.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the attachments attached hereto, the following order of precedence shall apply: the terms of this Agreement and Exhibits A -F, I and J shall govern, followed by Tyler's Proposal attached hereto as Exhibit G and then the City's Request for Proposal attached hereto as Exhibit H. 32.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 32.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Tyler and City and approved as to form by the City Attorney. Tyler Technologies, Inc. Page 12 32.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 32.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 32.10 Equal Opportunity Employment. Tyler represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 32.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 32.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Tyler Technologies, Inc. Page 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY A Y'S OFFICE Date:_ By:N Mi V I — Aaron C. Harp City Attorney o)r ATTEST: Date: l 7' By. 011 � Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a Califor is municipal corporation Date: T _ (n . I �( `�--- By: `_,� _6 �_ Rush N. Hill, II Mayor TYLER: Tyler Technologies, Inc., a Delaware corporation Date: 3 - ,,7- c - / V By: --- JaAes J. H ley, III Senior VP, Sales & Marketing - ERP Date: 31 z 1i Stacey . Gerard Assistant Secretary [END OF SIGNATURES] Attachments: Exhibit A - Statement of Work Exhibit A -Attachment 1: Verification Test Exhibit A -Attachment 2: Support Call Process Exhibit A -Attachment 3: Software Maintenance Agreement Exhibit A -Attachment 4: Acceptance Testing Exhibit B - Investment Summary Exhibit B-Attachment 1: Compensation Schedule Exhibit B-Attachment 2: Business Travel Policy Exhibit C - Software License Agreement Exhibit D - Third Party Product Agreement Exhibit E - Adobe End User License Agreement Exhibit F - Insurance Requirements Exhibit G - Tyler's Proposal submitted in response to Client's RFP Exhibit G - Attachment 1: Requests For Clarification Exhibit H - City's Request for Proposal Exhibit I - Escrow Agreement Exhibit J - Interface and Modification Documents Tyler Technologies, Inc. Page 14 Please see following pages. Tyler Technologies, Inc. Page A-1 March 18, 2014 Version: 9.0 •.. 00 o.. City of Newport Beach, CA PAGE OF 83 Section A: Executive Summary...... .... A.1.1 Project Background ..... .............. .............. -.......................... -....... ................ ......... .......4 A.1.2 Scope of the Project .. ............................... -........................ .......................................... 5 Section B: Project Governance................................................................................9 B.1.1 City Project Structure....................................................................................................9 B.1.2 City Project Roles and Responsibilities.........................................................................9 B.1.3 Project Sponsor: .. ...... ............... .......... __ ... ..................... ....... 10 B.1.4 Executive Team: ...................... .................. - ......................... ........... .......... ..... 10 B.1.5 Project Manager: ...... ................... - ... ...... ........... _ ... ........................................ 11 B.1.6 Project Team: ................ ..................... ........... ......... ........................................... 12 B.1.7 Subject Matter Experts: ................ ....................... ...................................................... 13 B.1.8 Technical Team: ........... ....................... ....................... __ ..... ................. .................. 14 B.1.9 City Change Management Team................................................................................15 B.1.10 Tyler Project Structure ........... ........................ .................. ......... -....... ......................... 16 B.1 A 1 Tyler Roles and Responsibilities.................................................................................16 B.1.12 Tyler Executive Oversight...........................................................................................16 B.1. 13 Tyler Regional Manager ..... ....................... ..... ................ ...... -............... ........... ...... ....,17 8.1.14 Tyler Overall Project Manager....................:...............................................................17 8.1.15 Tyler Functional Project Manager...............................................................................18 B.1.16 Tyler Implementation Consultants...............................................................................18 B.1.17 Project SharePoint......................................................................................................19 8.1.18 Project Plan................................................................................................................20 8.1.19 Project Status Reports................................................................................................20 8.1.20 Issue Tracking............................................................................................................21 8.1.21 Issue Resolution.........................................................................................................21 B.1.22 Goal Issue Resolution Response Matrix.....................................................................23 B.1.23 Scope Change Process..............................................................................................23 Section C: Technology Architecture......................................................................25 C.1.1 Munis Server Environment..........................................................................................25 C.1.2 Munis Client Workstation Recommendations..............................................................25 C.1.3 Environments. ................. ...... ................ ........ ............... ....... ........... ....... ........... 26 C.1.4 Printer Requirements for Tyler Forms.........................................................................26 C.1.5 Key Dates for Hardware Availability............................................................................26 C.1.6 Technical Roles and Responsibilities..........................................................................27 Section D: Implementation.....................................................................................29 D.1.1 Implementation Methodology Overview......................................................................29 D.1.2 Implementation Schedule...........................................................................................29 DA 3 Implementation Roles and Responsibilities.................................................................29 D.1.4 Project Management...................................................................................................30 D.1.5 Implementation Process Per Phase............................................................................30 D.1.6 Business Process Consulting......................................................................................43 D.1.7 Modifications...............................................................................................................50 D.1.8 Tyler Reporting Services (TRS) SSRS Report Development......................................53 D.1.9 Data Conversion ....... ................. ................ ...... -................ ___ ...... ............................ 54 D.1.10 Workflow.....................................................................................................................56 D.1.11 Testing........................................................................................................................57 CITY OF NEWPORT BEACH, CA PAGE 2 OF 83 ERP PROJECT -FINAL SOW SectionE: Training..................................................................... .. ...60 E.1.1 Tyler Education Plan...................................................................................................60 E.1.2 Knowledge Base.........................................................................................................62 E.1,3 Project Team Training................................................................................................63 E.1.4 Technical Training Approach...... .... ..................... ....... __ ....... ........................... _63 E.1.5 Training Plan for Users...............................................................................................63 E.1.6 End User Training.......................................................................................................64 E.1.7 Training Materials and Documentation Development..................................................64 E,1.8 Training Roles and Responsibilities............................................................................65 Section F: Change Management (Standard)... ......... ....... ........ 66 FAAExecutive Playbook....................................................................................................66 F.1.2 Knowledge Transfer.. .................. ...................... _ ..... ..... ........................... ..... 67 F.1.3 Reinforcing the Change..............................................................................................67 F.1.4 Overview of Standard Change Management Effort..... ... __ .................................. ..... 69 F.1.5 Scope of Change Management Effort .........................................................................69 F.1.6 Roles and Responsibilities..........................................................................................69 F.1.7 .........................................................................................................................................69 Section G: Post Go -Live implementation Support ........................... G.1.1 Overview of Post Go -Live Support.........................................................:....................70 G.1.2 Duration of Post Go -Live Support ...............................................................................70 Section H: Project Assumptions............................................................................71 H.1.1 Estimated Days..........................................................................................................71 H.1.2 Project Planning and Kickoff.......................................................................................71 H.1.3 Facility Requirements.................................................................................................72 HAA Homework (Post-consulting day project tasks & follow-up). ............ ......................... _ 72 Section is Appendix... .............. .... __ ...... ............ __ .... ........ __ ...... 73 1.1.1 Functional Requirements................................................................................................73 1.1.2 Listing of Deliverables....................................................................................................74 1.1.3 Customizations and Interfaces., .................. ............. ................ __ .................... ....... 83 1.1.4 Munis Release Life Cycle Policy.....................................................................................83 The information contained herein is based on the Investment Summary in the Agreement. In the event of discrepancy between this Statement of Work and the Investment Summary, the Investment Summary takes precedence. CITY OF NEWPORT BEACH, CA PAGE 3 OF 83 ERP PROJECT - FINAL SOW Section A: Executive Summary A.1.1 Project Background The City wishes to purchase an integrated financial system including software, implementation services, training, and technical support from Tyler. The system proposed should enable integrated real time processing of all transactions for the City's financial and human resource affairs. Tyler will establish and implement a training program to teach the skills and knowledge necessary to effectively use the technology being purchased. Tyler will also be required to provide ongoing technical support and documentation to implement system updates as they become available, and to assist in the process of technological migration and organizational changes involved in moving to a distributed computing environment in which end users will have direct access to and control of those portions of the City's financial information necessary for the performance of their jobs. Project Vision As the City moves through the phases of this project, its staff and administration will be challenged to rethink current practices and provide the necessary framework for the City to align administrative processes with current leading practices. This project must foster an environment of change and to allow the creation of more efficient and effective processes to support the City's mission and goals. City staff will collaborate to develop common processes during the design phase of this project and must be willing to adopt such processes throughout the organization and provide a framework to store uniform and comprehensive information. The project will provide an opportunity for the City to improve customer service and provide users with improved and enhanced access to information, while fostering an efficient and dynamic administrative environment that will be well prepared for the future challenges facing the City. Implementation Objectives 1. The system will enable integrated real time processing of all financial and human resource transactions facilitated by the modules within each of the project phases indicated below. 2. Tyler will establish and implement a training program to teach the skills and knowledge necessary to effectively use the technology being proposed. 3. Tyler will provide ongoing technical support and documentation to implement system updates as they become available, and to assist in the process of technological migration and organizational changes involved in moving to a distributed computing environment in which end users will have direct access to and control of those portions of the City's financial information necessary for the performance of their jobs. 4. The software will support integrated, enterprise -wide business processes with a goal of eliminating multiple handling of data and increasing accuracy. 5. The application suite will support current trends regarding best business practices with future capabilities to implement new practices as they are identified, including the ability to approve transactions or initiate notifications through the use of electronic workflow. 6. The application suite will provide the ability to interface with applications that will not be replaced as part of this project as indicated in Exhibit J-- Interface and Modification Documents of the contract. CITY OF NEWPORT BEACH, CA PAGE 4 OF 83 ERP PROJECT- FINAL SOW 7. The application suite will provide an intuitive, user-friendly, and easy-to-use interface that minimizes the need for future training. On-line help should be available for all applications. 8. The application suite will provide comprehensive reporting tools and easy-to-use interfaces to commonly used office automation products (i.e. Microsoft Office). The application will also provide flexible reporting capabilities to meet the City's operational and analytical requirements. 9. The financial system will maintain its official accounting records following Generally Accepted Accounting Principles (GAAP). The system will support the preparation of the City's Comprehensive Annual Financial Report (CAFR). In addition, the system must support GASB 34 reporting requirements. I O.The proposed solution will provide the ability for users to establish and maintain a standard chart of accounts to meet organizational accounting and financial reporting needs. Maintenance of the chart of accounts should not require programming knowledge or a re -initialization of the system. Project Criteria for Success Tyler will install, configure, conduct the verification test, and provide training in the use of the Tyler software system version 10.5 and all of the modules indicated in Exhibit B Investment Summary and as described in Section 8 of the original RFP proposal. A.1.2 Scope of the Project The scope of the ERP project is divided into five major phases that will occur over approximately 29 months. For purposes of this SOW, the scope includes both the software scope defined below as well as the scope of the implementation effort that is defined in Section D, Implementation. The timelines provided assume that the product will be used as -is, without any required go -live customizations. 1 ollo(rov/ ImPlememvei<ni Mo¢s Stmt Mub pume/an .Ape 0114 0119 0414 ci t5 a315 8315 0116 O21b pi tb Muy ltin /e( Aug $ep pct Nw ptt lon Feb Mm Ap M= lun JW Aig $ep Ckt Nm 0.e /_� Feb Mm jm Mry lun ful Au0 $ep 3 em=oe= osrovzow mmmos 1 wymrM<man xesoorre: ovrotacrs mmtaovb 3 V46ry 9r1nn8 O6NUIOii 05/Lo/t�ab 155G a won o,a<etxeQoen tciouzoiz a/m/zots --� 5 8ui msNaeeu/M"<s. o4oVic36 w/w/vote CITY OF NEWPORT BEACH, CA PAGE 5 OF 83 ERP PROJECT — FINAL SOW Phase 1 — Core Financials (May 2014 — Oct 2015 ) Phase 1 will include Core Financials and be delivered to the City in a manner and timeframe that will facilitate an October 1, 2015 planned "go -live" date. The requirements delivered to meet the City's functions will be governed by the functional requirements set forth in Exhibit E of the Agreement. Phase 1 will include the following functions and corresponding Tyler modules or third party systems listed below. Phase 2 — Core Human Resources/Payroll (targeted January 2015 — January 2016) Phase 2 will include Core human resources and payroll to be delivered to the City in a manner and timeframe that will facilitate a targeted January 1, 2016 "go -live" date. The requirements delivered to meet the City's functions will be governed by the functional requirements set forth in Exhibit E of the agreement. Phase 2 will include the following functions and corresponding Tyler modules or third party systems listed below. System Wide . Munis Analytics & Reporting • Tyler Content Manager Standard Edition • Tyler Forms Processing Human Resources . Human Resource Management CITY OF NEWPORT BEACH, CA PAGE 6 OF 83 ERP PROJECT- FINAL SOW System Wide . Morris Analytics & Reporting Tyler Content Manager Standard Edition • Tyler Forms Processing Tyler Secure Signature Key System General Ledger / • Accounting General Ledger (Core Financials) Chart of Accounts 6 Cash Management Budgeting • Budgeting Purchasing . Purchase Orders • Requisitioning • Contract Management • Bid Management • eProcurement Accounts Payable • Accounts Payable Project/ Grant . Project / Grant Accounting Accounting Fixed Assets . Fixed Assets • BMI Asset Track Interface Inventory 6 Inventory BMI CollectIT Interface CAFR O CAER Statement Builder Phase 2 — Core Human Resources/Payroll (targeted January 2015 — January 2016) Phase 2 will include Core human resources and payroll to be delivered to the City in a manner and timeframe that will facilitate a targeted January 1, 2016 "go -live" date. The requirements delivered to meet the City's functions will be governed by the functional requirements set forth in Exhibit E of the agreement. Phase 2 will include the following functions and corresponding Tyler modules or third party systems listed below. System Wide . Munis Analytics & Reporting • Tyler Content Manager Standard Edition • Tyler Forms Processing Human Resources . Human Resource Management CITY OF NEWPORT BEACH, CA PAGE 6 OF 83 ERP PROJECT- FINAL SOW Phase 3 — Utility Billing (targeted June 2015 — May 2016) Phase 3 will include Utility Billing to be delivered to the City in a manner and timeframe that will facilitate a targeted May 1, 2016 "go -live" date. The requirements delivered to meet the City's functions will be governed by the functional requirements set forth in Exhibit E of the agreement. Phase 3 will include the following functions and corresponding Tyler modules or third party systems listed below. System Wide • + • Munis Analytics & Reporting Tyler Content Manager Standard Edition Tyler Forms Processing Utility Billing Utility Billing CIS • UB Interface • Citizen Self Service • Maplink GIS Integration • Central Property File Accounts • Accounts Receivable Receivable/Billing • General Billing • Tyler Cashiering Phase 4 — Work Orders (targeted October 2015 — June 2016) Phase 4 will include Work Orders to be delivered to the City in a manner and timeframe that will facilitate a targeted June 1, 2016 "go -live" date. The requirements delivered to meet the City's functions will be governed by the functional requirements set forth in Exhibit E of the agreement. Phase 4 will include the following functions and corresponding Tyler modules or third party systems listed below. CITY OF NEWPORT BEACH, CA PAGE 7 OF 83 ERP PROJECT - FINAL SOW Phase 5 — Business License (targeted January 2016 — October 2016) Phase 5 will include Business Licenses and Performance Based Budgeting to be delivered to the City in a manner and timeframe that will facilitate a targeted October 1, 2016 "go -live" date. The requirements delivered to meet the City's functions will be governed by the functional requirements set forth in Exhibit E of the agreement. Phase 5 will include the following functions and corresponding Tyler modules or third party systems listed below. System Wide . Munis Analytics & Reporting • Tyler Content Manager Standard Edition • Tyler Forms Processing Work Orders . Work Orders • MapLink GIS Integration Accounts • Central Property File Receivable/Billing . Standard Fuel Interface Fleet & Facilities . Fleet & Facilities Management Incidents . Tyler Incident Management Phase 5 — Business License (targeted January 2016 — October 2016) Phase 5 will include Business Licenses and Performance Based Budgeting to be delivered to the City in a manner and timeframe that will facilitate a targeted October 1, 2016 "go -live" date. The requirements delivered to meet the City's functions will be governed by the functional requirements set forth in Exhibit E of the agreement. Phase 5 will include the following functions and corresponding Tyler modules or third party systems listed below. CITY OF NEWPORT BEACH, CA PAGE 8 OF 83 ERP PROJECT -FINAL SOW System Wide • Munis Analytics & Reporting • Tyler Content Manager Standard Edition 6 Tyler Forms Processing Business License i Business License • Central Property File Accounts • Accounts Receivable Receivable/Billing . General Billing • Tyler Cashiering Performance e Performance Based Budgeting Budgeting CITY OF NEWPORT BEACH, CA PAGE 8 OF 83 ERP PROJECT -FINAL SOW Section S: Project Governance 13.1.1 City Project Structure 13.1.2 City Project Roles and Responsibilities This section presents the anticipated roles and responsibilities for the key staff positions for the project. The j oint team of the City and Tyler will ultimately be responsible for designing, developing and delivering the final products of this project. CITY OF NEWPORT BEACH, CA PAGE 9 OF 83 ERP PROJECT - FINAL SOW The City defines its resources as follows: B.1.3 Project Sponsor: The Project Sponsors provides support to the project by allocating resources, providing strategic direction, communicating key issues about the project and the project's overall importance to the organization; and when called upon acting as the final authorities on all project decisions. Project sponsors will be involved in the project as needed to provide necessary support, oversight, and guidance, but will not participate in day-to-day activities. The project sponsors will empower the steering committee to make critical business decisions for the City. B.1.4 Executive Team: The Executive Team will be made up of director level staff from the City of Sample. The Executive Team will understand and support the cultural change necessary for the project and foster throughout the organization an appreciation of the value of an integrated ERP system. The Executive Team oversees the project team and the project as a whole. Through participation in regular meetings the Executive Team will remain updated on all project progress, project decisions, and achievement of project milestones. The Executive Team will also provide support to the project team by communicating the importance of the project to each member's department along with other department directors in City. The Executive Team is responsible for ensuring that the project has appropriate resources, providing strategic direction to the project team, and is responsible for making timely decisions on critical project or policy issues. The Executive Team also serves as primary level of issue resolution for the project. The Executive Team will meet on a regularly scheduled basis for approximately one hour every two weeks. The meeting schedule, time and location will be set as a recurring meeting. Additional meetings may be scheduled as necessary. Similarly, meetings may be cancelled. The Project Manager will be responsible for distributing an agenda prior to each scheduled meeting. Meeting notes will be taken and then approved at the following regularly scheduled meeting. The City Executive Team Members are part of the escalation process for all issues not resolved at the Project Manager and/or Senior Project Manager levels. The Executive Team has active project participation on a limited basis, primarily participating in Executive Team Meetings and the project review that occurs as part of the meetings. Executive Team Members will be responsible for: Attend all scheduled Executive Team meetings Provide support for the project ® Assist with communicating key project messages throughout the organization CITY OF NEWPORT BEACH, CA PAGE 10 OF 83 ERP PROJECT - FINAL SOW • Make the project a priority within the organization • Provide management support for the project to ensure it is staffed appropriately and that staff have necessary resources Monitor project progress including progress towards agreed upon goals and objectives Make all decisions related to impacts on the following • Cost • Scope • Schedule • Project Goals • City Policies B.1.5 Project Manager: The City's project manager will coordinate project team members, subject matter experts, and the overall implementation schedule. The Project Manager will be responsible for reporting to the Executive Team and providing the majority of the City's change management communications and coaching. The project manager will be responsible for: • Working with the Tyler Project Manager • Reviewing and approve all project deliverables Management of project risks and issues • Managing and updating the project plan • Acting as liaison between project team and Executive Team • Making regular updates/refinements to the SharePoint project site repository • Scheduling City resources for implementation tasks and training days. This includes but is not limited to personnel, equipment and training rooms (may be done with the assistance of administrative staff) • Maintaining team contact numbers, email lists, and regular communications • Acting as point of contact for Tyler for staffing and delivery matters • Escalating issues per the approved Issue Resolution Plan CITY OF NEWPORT BEACH, CA PAGE 11 OF 83 ERP PROJECT- FINAL SOW 51.6 Project Team: Project team members will be the core functional leads for each area in the system. The project team members have detailed subject matter expertise and are empowered to make appropriate business process and configuration decisions in their respective areas. The Project Team is tasked with carrying out all project tasks described in the Statement of Work including planning, business process analysis, configuration, documentation, testing, trailing, and all other required City tasks. The Project Team will be responsible for and empowered to implement the new system in the best interests of the City consistent with the project goals, project vision, and direction from the Project Manager and Executive Team. Project Team members will be dedicated to the project full time. The City Project Team/Functional Leads will be responsible for: Making business process changes under time sensitive conditions. Assisting in identifying business process changes that may require escalation. Attending and contributing business process expertise for As -Is, To -Be and the Static Environment Testing sessions. Identifying and including necessary subject matter experts to participate in As -Is, To -Be and the Static Environment Testing sessions. Providing business process change support during Core User and End User training. Completing security templates for all Core and End users. Completing Performance Tracking review with City Project Team on End User competency on trained topics. Providing Core and End users with dedicated time to complete required homework tasks. Acting as supervisor/cheerleader for the new process. Identifying and communicating to City Project Team any additional training needs or scheduling conflicts Actively participate in all aspects of the implementation, including, but not limited to, the following key activities: o Complete homework assignments o Kick -Off Planning and Coordination o Project Management Plan Development o Schedule Development o Maintains and Monitors Risk Register o Escalates Issues as needed o Communicates with Tyler Project Team o City Resource Coordination o As-Is/To-Be o Best Practices Decision-making o Static Environment Testing (SET) o Change Management Activities o Analysis, Table Building, Security and Workflow Maintenance o Process Training o Customization Specification, Demonstrations, Testing and Approval o Conversion Analysis and Verification o End User Training o Parallel Testing and/or Trial Run Testing o Forms Design, Testing, and Approval CITY OF NEWPORT BEACH, CA PAGE 12 OF 83 ERP PROJECT - FINAL SOW o User Acceptance and Stress Testing Susan Gian ande Payroll, A/P, Purchasing and Budgeting lead Rukshana Virany Accounting General Ledger lead Evelyn Tseng Utility Billing and A/R Billing Lead Rob Houston Susan Giangrande/Shannon Espinoza Jackeline Luengas System Wide - Functional Area B1.7 Subject Matter Experts: Subject matter experts (SME's) will play an important role in the project to provide necessary expertise not found on the project team and to support project team activities. However, subject matter experts will have a primary responsibility to their "home" department and not be available for significant periods of time on the project. SMEs will be the City's primary interface to its End Users. The City's End Users will ultimately be the users of the system in all areas through the City. End User's proactive adoption of the system is vital to the City realizing success in this project. End Users will be consulted throughout the process to provide feedback on business processes decisions, configuration decisions, training, documentation, and testing. The City Subject Matter Experts will be responsible for: Participating in project activities as required by the project team and project manager Providing subject matter expertise on both City business processes and requirements ® Act as SME and attend As -Is, To -Be and the Static Environment Testing sessions if needed • Attend all scheduled training sessions Practice all processes following training and as needed throughout project Assist in Conversion Validation as needed Become application experts Participate in Trial Runs and/or Parallel Processing testing Participate in SET processes and provide feedback to the project team on the SET results ® Adopt and support changed procedures • Practice and complete all homework on an acceptable time line ® Demonstrate competency with MUNIS processing prior to GO LIVE Phase 1 Rukshana Virany Accounting General Ledger - Core Financials Phase I Sandra Wilcox/Cory Pearson Cash Management Phase 1 Susan Giangrande/Shannon Espinoza Budgeting Phase 1 Anthony Nguyen Purchasing (POs, Requisitions, Contract Mgnt., Bid Mgmt., eProcurement) Phase 1 Clarivel Rodriguez Accounts Payable Phase 1 Shannon E/7amie H/Sandra W/ Katherine W Project / Grant Accounting Phase I Trevor Power Fixed Assets -BMI Asset Track Interface Phase 2 Sheri Anderson/Stephanie Human Resource Management CITY OF NEWPORT BEACH, CA PAGE 13 OF 83 ERP PROJECT - FINAL SOW 13.1.8 Technical Team: The City's technical team will be primarily responsible for overall system administration, security, and workflow. The Technical Team will also handle all data conversions, interfaces, and reporting for the City. It is expected that the Technical team will be responsible for system administration post go -live. Because the Technical Team is tasked with maintaining the City's customized current system, technical team members also possess functional knowledge and are expected to be key resources not only for technical tasks, but also functional tasks. The City's technical team will be responsible for all technical aspects of the project. Technical resources will also be responsible for coordinating with Tyler's installation team to support the implementation. The City Technical Team will be responsible for: Loading updates and releases according to the Update and Release Plan Copying source databases to training/testing databases as needed for training days Extracting and transmitting conversion data and control reports following conversion schedule Adding new users and printers Performing basic server system maintenance Ensuring all users understand log -on process and have necessary permission for all training sessions Coordinating IT functions such as system backups, loading releases and software updates, hardware installation and operating system setup • Providing remote access for Tyler support personnel upon need / request F'az Kiatkwankul Wahl/Sarah Rodriguez/Leslie Campbell Analyst Phase 2 Cindy H/Susan G/Stephanie Wahl/Shannon E Payroll w/Employee Self Service Phase 2 Rebecca Redyk/Sheri Anderson Professional Development Phase 3 Avery Maglinti/George Murdoch/Mike Pisani Work Orders Phase 3 Ryan Stadlman/Scott Watson MapLink GIS Integration/Central Property file Phase 3 Avery Maglinti Standard Fuel Interface Phase 3 Mike Pisani/Jonathan Stafford Fleet & Facilities Management Phase 3 Avery Maglinti Tyler Incident Management Phase 4 Evelyn Tseng Utility Billing Phase 4 UB Interface IT — UB support Phase 4 Caryl Bryan[/Bryan Bello/Avery M Citizen Self Service Phase 4 Seanne Camey/Cory Pearson Accounts Receivable Phase 4 Seanne Carney/Cory Pearson General Billing Phase 4 Bryan Bello Tyler Cashiering 13.1.8 Technical Team: The City's technical team will be primarily responsible for overall system administration, security, and workflow. The Technical Team will also handle all data conversions, interfaces, and reporting for the City. It is expected that the Technical team will be responsible for system administration post go -live. Because the Technical Team is tasked with maintaining the City's customized current system, technical team members also possess functional knowledge and are expected to be key resources not only for technical tasks, but also functional tasks. The City's technical team will be responsible for all technical aspects of the project. Technical resources will also be responsible for coordinating with Tyler's installation team to support the implementation. The City Technical Team will be responsible for: Loading updates and releases according to the Update and Release Plan Copying source databases to training/testing databases as needed for training days Extracting and transmitting conversion data and control reports following conversion schedule Adding new users and printers Performing basic server system maintenance Ensuring all users understand log -on process and have necessary permission for all training sessions Coordinating IT functions such as system backups, loading releases and software updates, hardware installation and operating system setup • Providing remote access for Tyler support personnel upon need / request F'az Kiatkwankul IT Applications Analyst Avery Maglinti IT Applications Analyst Analyst 3 ITA lications Anal st Wayning Hsu IT Applications Analyst Scott Watson GIS Anal st CITY OF NEWPORT BEACH, CA PAGE 14 OF 83 ERP PROJECT - FINAL SOW Ryan Stadlman GIS Analyst Jackeline Luengas IT Apps Coordinator B.1.9 City Change Management Team The City's change management team is responsible for maintaining regular and effective project communications between project stakeholders and supporting overall change efforts in the City. While it is expected that all City project team members and Executive Team members will have a change management role, the following individuals will be tasked with coordinating that effort. Responsibilities will include: • Leading change management portion of process • Executing the change management plan • Directing City-wide communications • Assisting with obtaining adoption of new business processes • Coordinating department readiness for new system • Managing development of training and providing training oversight • Ensuring that City end users are receiving appropriate training • Providing a place for City employees to voice concerns over the project • Resolving change management issues • Assisting with post implementation support planning CITY OF NEWPORT BEACH, CA PAGE 15 OF 83 ERP PROJECT - FINAL SOW B.1.10 Tyler Project Structure Below is a description of the roles and responsibilities of each member of the Tyler project structure with a level of commitment for both overall work and on-site presence for the City's project. Additionally, key personnel resources are identified. Key personnel are subject to key personnel requirements included in the master agreement. B.1.11 Tyler Roles and Responsibilities Tyler plans to leverage the strengths, skills and knowledge of our blended team members. In the table that follows, a description of the various roles and responsibilities associated with the overall project team is provided. B.1.12 Tyler Executive Oversight The Tyler Vice President of Implementation 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 is able to work with other Tyler department managers in order to escalate and facilitate implementation project tasks and decisions. The Tyler Project Managers or Regional Manager will apprise the Vice President of Implementation of known issues that may require assistance or impede project performance. The communication path for issue escalation at this level is typically with the Project Sponsor and/or Executive Team. CITY OF NEWPORT BEACH, CA PAGE 16 OF 83 ERP PROJECT - FINAL SOW B.I.13 Tyler Regional Manager This team member has indirect involvement with the project and is part of the Tyler escalation process. Tyler Project Managers may consult the Regional Manager with issues and decisions regarding the project. The Tyler Regional Manager is responsible for: • Tyler project team staffing decisions • Assisting Tyler Project Managers with resolution of issues outside of the scope of the project impacting budget, scope or schedule • Monitoring progress of the implementation and ensuring the project is on target to meet the desired objectives • Providing proactive personal communication with City Executive Sponsor and/or City Project Manager as needed for critical project risks and success factors B.1.14 Tyler Overall Project Manager Tyler's Overall Project Manager is empowered to make all Tyler decisions regarding the project in order to keep the project on task and act as a single point of contact for project management activities. They initiate Change Orders on all approved decisions impacting the scope of the contract, as agreed upon by the City and Tyler Project Teams. They escalate outstanding tasks and issues within Tyler and to the City Project Manager, as applicable. They work with the Tyler and City Project Team Members to ensure tasks are completed and decisions are made in a timely fashion, coordinate Tyler activities across modules and phases, and develop the Project Management Plans, with the assistance of the City Project Manager, in order to effectively manage the scope of the project and all changes that occur throughout the life of the project or project phase. The Tyler Project Overall Project Manager will be responsible for: • Working in concert with City and Tyler Project Team to fulfill the responsibilities of the role, project scope, and management of the Team's activities toward the successful completion of the project. • Reviewing with and gain approval from City on all project deliverables • Managing of project risks and issues. ® Managing of project plan. Managing Tyler project team staff. Being the point of contact for the City for contractual, staffing, and delivery matters. CITY OF NEWPORT BEACH, CA PAGE 17 OF 83 ERP PROJECT - FINAL SOW B.1.15 Tyler Functional Project Manager The Tyler Functional Project Managers will be responsible for: Leading implementation of Phases 3 & 5 ■ Working with Tyler Overall Project Manager to ensure timely delivery of services Working with City Functional Leads and SMEs Preparing bi-weekly status reports and reviews ■ Monitoring and updates Issues List, Risk Register and Project Plan. Escalating issues per the approved Communication Plan. ■ Working in concert with City to fulfill the responsibilities of the role, project scope, and management of the Team's activities toward the successful completion of the project. Reviewing with and gaining approval from City on all project deliverables. Managing Tyler project team staff. B.1.16 Tyler Implementation Consultants The Tyler Implementation Consultants will be responsible for: • Providing in-depth product expertise and knowledge of best practices use of Tyler products • Conducting business process review and solution design analysis • Review module -specific configuration plans and desired processing options • Assist in configuration of module design plans and options • Provide conversion analysis and crosswalk assistance • Participate in to -be Static Environment Testing • Conducting training (process, conversion validation, parallel processing) • Testing functionality with City (base, custornizations, interfaces) • Performing problem solving and troubleshooting CITY OF NEWPORT BEACH, CA PAGE 18 OF 83 ERP PROJECT -FINAL SOW TBD Overall Project 20 hours per week 7&p1anning, YesManager — 50% for 30 months ject Dedicated ing meetings 2-3 days /month. Excluding PTO, Tyler - observed holidays and Tyler company meetings. TBD Functional Project 4-6 hours per week Phase KO & Yes Manager—Utility for 12 months planning; as Billing needed TBD Functional Project 4-6 hours per week Phase KO & Yes Manager—Business for 8 months planning; as Licenses needed B.1.16 Tyler Implementation Consultants The Tyler Implementation Consultants will be responsible for: • Providing in-depth product expertise and knowledge of best practices use of Tyler products • Conducting business process review and solution design analysis • Review module -specific configuration plans and desired processing options • Assist in configuration of module design plans and options • Provide conversion analysis and crosswalk assistance • Participate in to -be Static Environment Testing • Conducting training (process, conversion validation, parallel processing) • Testing functionality with City (base, custornizations, interfaces) • Performing problem solving and troubleshooting CITY OF NEWPORT BEACH, CA PAGE 18 OF 83 ERP PROJECT -FINAL SOW • Following up on issues • Complete daily site reports detailing activities for each implementation day • Keeping the project manager(s) apprised of any and all issues that may result in the need for additional training needs, slip in schedule, change in process decisions, or that could adversely impact the success of the project B.I.17 Project SharePoint Tyler understands that current, accurate information that is easily accessible is a key component in an ERP Implementation Project. As part of Implementation, Tyler will provide and host a SharePoint web site. The purpose of this site is to furnish the city and Tyler staff with a central location to plan, store and access pertinent documentation and information relating to the city's implementation project. The ERP Implementation SharePoint site will ensure that all project stakeholders have an easy-to-use tool that will provide an integrated location to inquire, review and update any and all project information. It is Tyler's goal to have the site available for introduction to the City during the Project Manager's on- site Kick -Off meeting. At this meeting, the PM will provide an overview of the site and distribute documentation that further explains the site and its available tools. It will be a central location to maintain control of the project and provide team members with a formal method of managing tasks, owners and due dates throughout the project. This site will be jointly maintained by the Tyler and City Project Teams for the duration of the implementation. Each City SharePoint site will utilize standards and defaults set by Microsoft SharePoint software. The site will be easy to navigate and provide text "breadcrumbs" for backtracking and/or return to the home page. Tools of the site will include, but are not limited to: Documents & Links; Announcements; Calendar; Project Task List; Issues & Action Items; Project Plan; Modifications& Enhancements; Versioning; Alerts. CITY OF NEWPORT BEACH, CA PAGE 19 OF 83 ERP PROJECT - FINAL SOW TBD Varies -per ncials 7�m7n contracted days 7Yes TBD Varies -per ancials contracted days TBD mplementation Varies - per Consultant - PayrolUHR contracted days TBD Implementation Varies - per No Consultant - Payroll/HR contracted days TBD Implementation Varies — per Yes Consultant — BL contracted days TBD Implementation Varies — per No Consultant — BL contracted days TBD Implementation Varies—per Consultant—UB contracted days TBD Implementation Varies — per T Consultant — BL contracted days B.I.17 Project SharePoint Tyler understands that current, accurate information that is easily accessible is a key component in an ERP Implementation Project. As part of Implementation, Tyler will provide and host a SharePoint web site. The purpose of this site is to furnish the city and Tyler staff with a central location to plan, store and access pertinent documentation and information relating to the city's implementation project. The ERP Implementation SharePoint site will ensure that all project stakeholders have an easy-to-use tool that will provide an integrated location to inquire, review and update any and all project information. It is Tyler's goal to have the site available for introduction to the City during the Project Manager's on- site Kick -Off meeting. At this meeting, the PM will provide an overview of the site and distribute documentation that further explains the site and its available tools. It will be a central location to maintain control of the project and provide team members with a formal method of managing tasks, owners and due dates throughout the project. This site will be jointly maintained by the Tyler and City Project Teams for the duration of the implementation. Each City SharePoint site will utilize standards and defaults set by Microsoft SharePoint software. The site will be easy to navigate and provide text "breadcrumbs" for backtracking and/or return to the home page. Tools of the site will include, but are not limited to: Documents & Links; Announcements; Calendar; Project Task List; Issues & Action Items; Project Plan; Modifications& Enhancements; Versioning; Alerts. CITY OF NEWPORT BEACH, CA PAGE 19 OF 83 ERP PROJECT - FINAL SOW B.1.17.1 SharePoint Backups Tyler performs a daily routine backup for all Client SharePoint sites using industry standard backup techniques and processes. Site-specific backup files can be provided as a billable service with a minimum of 4 hours charged for each backup file using the contracted Tyler rate for implementation services. Tyler does not provide SharePoint consulting services to restore provided backup files in client -hosted environment. B.118 Project Plan Tyler will create and maintain a baseline Project Work Plan throughout the project life cycle that represents the project's scope of work and responsibilities as defined in this SOW and those dependent work efforts that affect the project's schedule or budget. The initial project plan is established with the City's approval of this SOW as the approved budget, schedule, and scope of the project. The Tyler Project Manager will present the working project plan to the Project Team at the kickoff or a subsequent project meeting. The project team will ask for modifications or will accept the Tyler project plan. Once the project plan is approved by the project team, the project baseline will be set by the Tyler Project Manager. The baseline Project Work Plan will contain: Project's activities with tasks Specific resources assigned to project tasks Detailed Project schedule / Work Break Down Structure (WBS) featuring phases, deliverables, and work packages All project tasks will be assigned owners and due dates which correspond with the overall project schedule. Project Tasks that are not completed by the due date may adversely affect the project schedule and live dates. Decisions will be made in a timely fashion in order to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Decisions left unmade may affect the project schedule as each analysis and implementation session builds on the decisions made in prior sessions B.1.19 Project Status Reports Tyler will develop a Communications Management Plan, at the onset of the project that will define the frequency and recipients for the project status reports. Project reports are intended for the Project Manager and the City Executive Team and provide the following key elements: Project Status Summary of accomplishments Status of key milestones deliverables Project timeline Issues/Risks Planned risk mitigation strategy Progress towards City project goals / criteria of project success • Summary of change requests. Tyler Project Managers will also review project progress and status with the project leads and team members for both Tyler and the City on a bi-weekly basis, or more often if deemed necessary by either CITY OF NEWPORT BEACH, CA PAGE 20 OF 83 ERP PROJECT - FINAL SOW the Tyler Project Manager or the City Project Manager. The project team will meet to communicate activities occurring across sub -teams and to communicate any issues that are impeding progress. B.1.20 Issue Tracking Upon identification of project issues, risks, and key project decisions both Tyler and City team members are responsible for adding the issue to the Issue Log. For each identified issue, the following information will be captured: • Issue Number • Reported by/date Status (i.e. new, open, closed, pending) Module/Business Process • Priority Issue Comments • Findings Recommendations • Resolution Assignment Date Tested • Date Closed The City and Tyler project managers will review the Issues Log on a bi-weekly basis during project team meetings, more frequently if needed. The City and Tyler project Managers will collaboratively assign a priority to each issue and identify the individual(s) responsible for facilitating its resolution. During the critical phases of the project, the City and Tyler project managers will review the issues log on a daily basis. Issues identified through the Issues Log will be resolved by the implementation team or the Tyler implementation team will coordinate as necessary with Tyler's internal resources. The City will not be responsible for making direct contact with Tyler support for issues identified on the issues log unless a critical issue is encountered while Tyler implementation staff is not onsite and the issue prevents City staff from making appropriate progress. B.1.21 Issue Resolution The following issue resolution processes will be used during the Project for all issues identified on the issues log. Within two (2) business days following the scheduled status meeting, the City Project Manager and Tyler Project Managers will prioritize all new issues, provide an estimated due date for decision, assign the issue to an appropriate team member(s) and enter the detail in the Issues & Actions list on SharePoint. Step 1: Once the issue has been assigned, the appropriate team member(s) are responsible for completing the assigned follow-up tasks and resolving the issue by the assigned due date. Assigned resources could include both the Tyler or City project team members. The goal timeframes for resolving an issue are outlined in the Goal Issue Resolution Response Matrix below. In the event that the issue is not resolved by the project team during the time allotted, the issue will be escalated to step 2. CITY OF NEWPORT BEACH, CA PAGE 21 OF 83 ERP PROJECT - FINAL SOW Step 2: If issues are not resolved by the project team and/or the City Project Manager and the Tyler Project Managers, the issue will be referred to the City Executive Team and/or Tyler Regional Manager for decision at the next scheduled meeting. For critical decisions, the Tyler project managers and City project manager can agree to schedule a special Executive Team meeting to discuss the issue. In the event the issue is not resolved by Tyler and the City Executive Team, the issue will be referred to Step 3. Step 3: If issues are not resolved by the City Executive Team and/or Tyler Regional Manager, the issue will be referred to the City Project Sponsor and/or the Tyler Executive Oversight for the Project. The City Project Manager and Tyler Project Managers will request a meeting of the City Project Sponsor and/or Tyler Executive Oversight to be held within ten (10) business days. Meetings may need to occur sooner for critical issues. Prior to each meeting, both Tyler and the City will prepare a written analysis of the issue with recommendations for discussion. The City Project Sponsor and Tyler Executive Oversight will agree on a final resolution to the issue. It is expected than any decision impacting one of the following may also require a scope change approval as described in a later section of this statement of work. It is also expected that one or more of the following will apply: Have a significant impact on the Project or the organization Have a significant impact on Project scope May result in additional cost to Tyler or the City May cause the Project or the delivery of a Deliverable to become delayed At any time during the project, if the City is not satisfied with the level of response from any of the Tyler project managers or Tyler Regional Manager, or if the Tyler project manager or Tyler Regional Manager do not have the ability to make key decisions or resolve potential issues, the City will reserve the right to escalate the issue to the Tyler Executive Oversight Team. Tyler's Executive Oversight Team will have responsibility for overall project delivery. CITY OF NEWPORT BEACH, CA PAGE 22 OF 63 ERP PROJECT - FINAL SOW 51.22 Goal Issue Resolution Response Matrix 51.23 Scope Change Process If the City requires the performance of services that are not then being performed, or requires a change to the existing services, the City's Project Manager shall deliver to the Tyler's Project Managers a scope change request specifying the proposed work with sufficient detail to enable Tyler to evaluate it. Tyler, within ten (10) business days, or longer as may be mutually agreed between the parties, following the date of receipt of such change request, shall provide City with a written scope change proposal containing the following: Detailed description of resources (both Tyler and City) required to perform the change Specifications Implementation Plans Schedule for completion Acceptance criteria Impact on current milestones and payment schedule Impact on project goals and objectives • Price All scope change requests and scope change proposals will be approved first by the City Project Manager and Tyler Project Managers. Scope change requests will also be identified on the issues log and elevated to the City Executive Team for review at the next Executive Team meeting. Within the reasonable timeframe specified in Tyler's scope change proposal, which timeframe shall not be less than ten (10) business days from the City Project Manager's receipt of such scope change proposal (the "Response Period"), the City shall notify Tyler in writing if the City elects to proceed with the change proposal. If, within the Response Period, the City gives notice to Tyler not to proceed, or fails to give any notice to Tyler, then the scope change proposal shall be deemed withdrawn and Tyler shall take no further action with respect to it. Tyler shall promptly commence performing the Services described in CITY OF NEWPORT BEACH, CA PAGE 23 OF 83 ERP PROJECT - FINAL SOW Critical High Medium Low (Priority I) (Priority 2) (Priority 3) (Priority 4) Scope Change Request <=1 day <=10 days <=30 days <=60 days See below for priority Response definitions. Project Implementation Issues <=1 day <=7 days <=30 days <=45 days See below for priority Response definitions. Decision Making Delays <=1 day 7=7 days <=30 days <=45 days See below for priority Response definitions. Personnel Issues <=1 day <=15 days <=30 days <=45 days See below for priority definitions. Conversion Issues <=1 day <=7 days <=30 days <=45 days See below for priority definitions. Critical (Priority 1): Issue is critical to the City and has significant impact on live processing, time sensitive training or craicat path tasks. High (Priority 2): Issue is severe, but there is a work around or intermediary action the City can take. Medium (Priority 3): Issue is a non -severe but requires follow up from Tyler. Low (Priority 4): Issue is non-critical for the City and they would like to work with applicable Tyler resource as time permits. 51.23 Scope Change Process If the City requires the performance of services that are not then being performed, or requires a change to the existing services, the City's Project Manager shall deliver to the Tyler's Project Managers a scope change request specifying the proposed work with sufficient detail to enable Tyler to evaluate it. Tyler, within ten (10) business days, or longer as may be mutually agreed between the parties, following the date of receipt of such change request, shall provide City with a written scope change proposal containing the following: Detailed description of resources (both Tyler and City) required to perform the change Specifications Implementation Plans Schedule for completion Acceptance criteria Impact on current milestones and payment schedule Impact on project goals and objectives • Price All scope change requests and scope change proposals will be approved first by the City Project Manager and Tyler Project Managers. Scope change requests will also be identified on the issues log and elevated to the City Executive Team for review at the next Executive Team meeting. Within the reasonable timeframe specified in Tyler's scope change proposal, which timeframe shall not be less than ten (10) business days from the City Project Manager's receipt of such scope change proposal (the "Response Period"), the City shall notify Tyler in writing if the City elects to proceed with the change proposal. If, within the Response Period, the City gives notice to Tyler not to proceed, or fails to give any notice to Tyler, then the scope change proposal shall be deemed withdrawn and Tyler shall take no further action with respect to it. Tyler shall promptly commence performing the Services described in CITY OF NEWPORT BEACH, CA PAGE 23 OF 83 ERP PROJECT - FINAL SOW the scope change proposal upon Tyler's receipt of an approved scope change proposal during the Response Period, subject to the availability of Tyler personnel unless otherwise mutually agreed. Tyler acknowledges that any scope change proposal that affects the total cost of the project is subject to the City's policies and that the Response Period must provide adequate time for City's consideration. City acknowledges that such scope change proposals may affect the implementation schedule and Go -Live Dates, which will be changed by mutual agreement. All scope change proposals shall be governed by the terms and conditions of the Master Agreement, including the daily rates for services, unless mutually agreed in writing otherwise. CITY OF NEWPORT BEACH, CA PAGE 24 OF 83 ERP PROJECT - FINAL SOW Section C; Technology Architecture C.1.1 Munis Server Environment Other Information IPLlIAorkng FE'quirrymsirrts O+e Aen The Munis ERP system communicates over TCP/IP and requires a minimum network infrastructure of 10/100 Mbps between workstation and server and gigabit (3000 Mbps) connections between servers. It is highly recommended that all "internet facing" web servers reside in a Firewall DMZ. All traffic from end user to web server uses the HTTP/s protocol and can be encrypted using an SSL certificate. A 128 -bit SSL certificate is strongly recommended for external web servers. 8otdwldthFrequkement5 Bandwidth usage can vary depending on Munis user type and their daily functions. Based on benchmarks through Tyler's SeaS data center and test lab, Tyler recommends 2025 kilobitr per second (Kbps) per concurrent user session of the Munis ERP system. Munis has been developed with Quality of Service Included to maintain slow and unreliable connections, such as cellular broadband and other low bandwidth scenarios, or gracefully close these connections when they cannot be maintained. Tyler highly recommends sites with many anticipated remote users, especially those considering Tyler SaaS Hosting, request a bandwidth utilization report for at least 1 month of recent usage from their ISP to ensure they have sufficient bandwidth available to meet these requirements. t4edwldrh Requ rcri ents Sum me y Client to Server: • Minimum: Mobile broadband J cell card connection • Recommended, 30/100 Mbps Nzovmkconnettion • 20-25 Kbps per concurrent user seeslon Server to Server: • Application Sewers; cups network connettum • Server to Disk Subsystem D a, SAN): Application Servers: iSCSI o Database Servers: Fiber Active Grwory Microsoft Active Directory Is required for authentication with the Monis ERP system and is the sole responsibility of the client to have In place prior to Munis Server installation. All Munis servers must be a member of a domain which includes valid Active Directory accounts for all back office Munis users. Tyler highly recommends all workstations used by back office Munis users are a member of the same domain to ensure Single SignOncapability and an optimum end-user experience. Please consult Tyler's Installation Department to discuss integrating with complex Active Directory configurations. End users only accessing Employee Self Service do not require Active Directory accounts or access from workstations that are added to the domain. hktseerk Load &la+dng A hardware -based network load balancer is strongly recommended for multiple application servers. Tyler has tested the Barracuda load Balancer (recommended model 340 or 440) and Big[ds FS network load balancer. Rev. November 2012 C.1.2 Munis Client Workstation Recommendations This section outlines the minimum and recommended system requirements for client workstations accessing the Tyler ERP system. Minimum Recommended * Operating System Windows XP or Vista Windows 7 or Windows 8 Memory 2 GB RAM 4+ GB Disk Space 50 MB 100 MB Screen Resolution 1024 x 768 1280 x 800 Windows Experience Index** Base Score of 2 Base Score 4+ *NOTE: Meeting the minimum PC requirements will ensure the Tyler applications will operate, but will not guarantee performance. All performance and benchmark testing is done with PC's that meet (or exceed) the `recommended' hardware configuration. CITY OF NEWPORT BEACH, CA PAGE 25 OF 83 ERP PROJECT — FINAL SOW **NOTE: Windows Experience Index is an approximation of performance. A higher number will provide a better experience with the Tyler software. Required PC Software / Components: • Microsoft .NET Framework v3.5 SIT • Microsoft .NET Framework v4.0 (used with Tyler Cashiering v2.7) • Microsoft Silverlight 5.1 • Java Runtime Edition (only used with Tyler Content Manager v3.12 and not needed with web client): o Version 7 update II (or later) Supported Web Browsers — Dashboard v6.0 • 32 bit Microsoft Internet Explorer 10 Supported Web Browsers — Dashboard v5.7 • 32 bit Microsoft Internet Explorer 10 • 32 bit Microsoft Internet Explorer 9 • 32 bit Microsoft Internet Explorer 8 Notes: Application servers must be in the `trusted sites' to ensure proper integrated authentication behavior Microsoft Office • 32 bit Microsoft Office 2013 • 32 bit Microsoft Office 2010 • 32 bit Microsoft Office 2007 (limited)** ** Office plug -ins are not available For Office 2007, but export to Excel and other functionality is still available C.1.3 Environments As part of the project, Tyler and the City will establish the following environments. All hardware specifications, requirements, and required staffing will support development of all listed environments. • Testing ® Training Production/Live CAA Printer Requirements for Tyler Forms The Tyler Software Product "Tyler Forms Processing" must be used in conjunction with a Hewlett Packard printer supported by Tyler for printing checks. See "Comments" section of Tyler's Investment Summary for additional details. C.1.5 Key Dates for Hardware Availability To prevent delays in the implementation schedule, it is the responsibility of the City to have procured and installed all applicable hardware within 60 days after the effective date of the agreement. Failure to have necessary hardware within 60 days may result in delay in installing the Tyler software on the City's hardware and may require changes to the implementation schedule. CITY OF NEWPORT BEACH, CA PAGE 26 OF 83 ERP PROJECT- FINAL SOW C.1.6 Technical Roles and Responsibilities This section defines technical activities, roles and responsibilities using the key defined below. Own (0): The party is solely responsible for the task Lead (L): The parry responsible for the task and may manage other resources Participate (P): The parry is involved in, but does not lead the task Share (S): Both parties are mutually responsible for completing the task. Both parties assume individual responsibility to ensure task is completed Review (R): The party is responsible for reviewing work products after task is completed None (N): The party is not involved in the task CITY OF NEWPORT BEACH, CA PAGE 27 OF 83 ERP PROJECT - FINAL SOW Task Description} CITY: Installation Timeframe Discuss installation time frame and Participate customer needs 7- Database Configuration Determine database configuration and Participate specification, i.e. cluster vs. minor ServerSpecifications Provide server specifications and Review consultation Hardware Quote Obtain hardware quote from vendor Review Lead Quote Review Provide quote for review and approval Review Lead Hardware Order Order hardware and notify of arrival date Review Lead Installation Confirmation Arrange and confirm onsite installation Lead Participate Hardware Notification Notify Tyler when hardware arrives None Lead Pre -Installation Conference Call Installation Eng. to arrange conference call Lead Participate to discuss and finalize installation process Hardware Configuration Confirm hardware is configured and meets Participate Lead Confirmation Tyler recommended specifications and system software at necessary service pack and patch levels.. Onsite Work Arrive onsite and begin Tyler software Lead Participate installation Installation Review Review overall installation process with Lead Participate customer Installation Resources Provide necessary resources for installation, Review Lead includes: Network Admin, Active Directory Admin, Server Admin, and any other re uired personnel. Munis Installation Install Tyler applications Lead Participate SQL Database Install and configure SQL database Lead Participate Administration Training Conduct administration training to review Lead Participate all server configurations End User Software Installation Conduct training to install end user Lead Participate Training software Installation sign -offs Provide system installation report. Leads None Onsite Installation Acceptance Complete installation sign offs None Owns Schedule Remote Work Arrange for items that will completed Lead Participate remote( Remote Connectivity Provide connectivity assistance for remote Participate Lead items CITY OF NEWPORT BEACH, CA PAGE 27 OF 83 ERP PROJECT - FINAL SOW Remote Installation Acceptance Complete remote installation sign offs None Owns CITY OF NEWPORT BEACH, CA PAGE 28 OF 83 ERP PROJECT -FINAL SOW Section D: Implementation D.1.1 Implementation Methodology Overview Tyler's methodology is straightforward. We've taken the successful approach to implementation we've used or over 25 years and integrated it with the principles of the Project Management Institute (PMI), a globally recognized organization dedicated to the project management profession. As a result, our clients receive an implementation method tailored to meet their specific needs. PMI's PMBOK® (Project Management Body of Knowledge Third Edition) Guide proposes that there are five process groups to every project: Initiating, Planning, Executing, Controlling, and Closing. As part of Tyler's commitment to incorporating the PMI principles into our implementation process, we have integrated these proven technologies of the PMI process with Tyler's implementation experience, to yield a proven approach that is tailored to the public sector. Throughout a project, we establish control points (critical review points) to ensure an organization fully understands and accepts the project. It is at these check points that organizational stakeholders monitoring the overall project must formally accept the project to date. Once there is formal acceptance, the project will proceed to the next phase. I-------------------------------------- I I I I I I IMPLEMENTATION METHODOLOGY PROCESS REPEATED FOR EACH PHASE D.1.2 Implementation Schedule The implementation schedule outlining specific tasks and activities required to meet the schedule outlined in Phases 1-5 outlined in Section A of this SOW will be defined in the project plan developed by Tyler. WBS items 4 — 10 are repeated for all phases. WBS items 1 — 3 are done as part of phase 1. WBS item 2 (Project Planning) can be repeated for additional phases. D.1.3 Implementation Roles and Responsibilities CITY OF NEWPORT BEACH, CA PAGE 29 OF 83 ERP PROJECT - FINAL SOW This section defines implementation activities and responsibilities for the major phases of the Tyler Implementation Methodology using the key defined below. • Own (0): The party is solely responsible for the task • Lead (L): The party responsible for the task and may manage other resources • Participate (P): The party is involved in, but does not lead the task • Share (S): Both parties are mutually responsible for completing the task. Both parties assume individual responsibility to ensure task is completed • Review (R): The party is responsible for reviewing work products after task is completed • None (1) : The party is not involved in the task D.1.4 Project Management MUNIS Project Plan Development & Management Lead Review Define MUNIS Project Standards & Procedures Lead Partici ate Obtain Executive Mandate None Own Manage MUNIS Deliverable Sign -offs Lead Partici ate Manage MUNIS Implementation Resource Scheduling Own None Monitor MUNIS Project Budget Share Share Coordinate MUNIS Partner 3rd Party Implementations Lead Participate Schedule City Resources None Own Coordinate MUNIS Interdepartmental Activities Lead Participate Coordinate City Interdepartmental Activities Partici ate Lead Develop and post project status reports Lead Participate Tyler Project Status Meetings Share Share Coordinate and Mana e Internal City Project Meetings None Own Monitor City Project Task Com lotion Participate Lead Track Project Issues Share Share D.1.5 Implementation Process Per Phase The following implementation process will be repeated for each phase of the project listed in Section A. D.1.5.1 Planning and Analysis This portion of the implementation process commences once a contract has been signed. Project team members from the organization are identified. The City's project team will be responsible for monitoring the project and providing formal acceptance of each phase. Once team members have been determined, functional leaders are chosen for the project. Management plans are formed regarding the scope, schedule, quality/testing, communication, and risk of the project. This is accomplished in cooperation with the organization's management. The process of transferring knowledge to and from the functional leaders begins. Tyler consultants then review policies and procedures related to software functionality. Finally, scripts are tested based on decisions made and fonnal acceptance from the City's project team is obtained before moving to the next phase. CITY OF NEWPORT BEACH, CA PAGE 30 OF 83 ERP PROJECT -FINAL SOW CITY OF NEWPORT BEACH, CA PAGE 31 OF 83 ERP PROJECT- FINAL SOW D.1.5.1.1 Initiation (1.0) (1.1) Contract Signing Contract signed by City and Tyler, takes Share place prior to scheduling the Project vrr • Kick -Off meeting to introduce the City Share project team, the Tyler project team • Provide an overview of project activities. • Opportunity for the City Executive to deliver expectations for participation t-ontrot romt (1.3) Control Point I • Implementation Phase Control Point (1.3.1) Authorization to . City confirms readiness to start project Share Share Proceed to Planning Phase planning D.1.5.1.3 Project Planning (2.0) D.1.5.1.2.1 Management Plans CITY OF NEWPORT BEACH, CA PAGE 320F 83 ERP PROJECT - FINAL SOW Roles &Responsibilities Task TYLER _ CITY (2.1.1) Review SOW/Complete • Review/Define scope of project Lead Participate Scope Management Plan (2.1,2) Complete Baseline • Define project -scheduling guidelines Lead Participate Schedule Management Plan Validate go -live dates • Determine blackout dates (2.1.3) Complete Baseline • Define quality and test plan and Lead Participate Quality Management Plan activities for project (2.1.4) Complete Baseline • Define communications for project Lead Participate Communication Management • Develop a plan for communications Plan between team members and all other stakeholders (2.1.5) Complete Baseline Risk • Assess risks of project Lead Pa icipate Management Plan Develop a plan for prioritizing and managing risks CITY OF NEWPORT BEACH, CA PAGE 320F 83 ERP PROJECT - FINAL SOW (2.1.6) Develop Change Management Plan Provide and review Tyler Change Management tools for customer execution Lead Participate (2.1.7) Complete Baseline • Establishes and includes the processes Lead Participate Resource Management Plan that organize and manage the project Participate deadlines team and the necessary physical Coordinate non -contracted 3rd • Develop plan with 3rd Party Vendor to resources for the project tasks Own Party Implementations (2.1.8) Complete Baseline • Lay out the process of transferring Lead Participate Training Management Plan knowledge between the City and Tyler Deliver initial Phase Project • Develop task list and schedule. • Define measurement criteria Review Plan li.r.�.t... uonversronano (2.1.9) Plan Review Tyler Forms Process • Review purchased conversions • Determine timelines, tasks and methods • Introduce the Tyler Forms team • Review purchased forms D.1.5.1.2.3 Proiect Plan Development Lead Participate CITY OF NEWPORT BEACH, CA PAGE 330E 83 ERP PROJECT - FINAL SOW Roles & Res ons IARties ' Task'TYLERCITY Discuss Phase Schedule • Identify schedule constraints, critical Lead Participate deadlines Coordinate non -contracted 3rd • Develop plan with 3rd Party Vendor to None Own Party Implementations integrate deliverables with Tyler timeline and requirements Deliver initial Phase Project • Develop task list and schedule. Lead Review Plan • Assign ownership • Post on City Project SharePoint site. (2.2) Finalize Implementation • Update Implementation Planning Lead Participate Management Plans document with Planning Session results (2.3) Develop Schedule for • Tyler PM will create a proposed Lead Participate Project Phase schedule for the fust phase of the project (2.4) Control Point Project • Project Planning Control Point Planning (2.4.1) City Acceptance of • City signs -off to accept the Participate Lead Tyler Implementation Implementation Plans Management Plans Delivery (2.4.2) City Acceptance of • City signs -off to accept the Phase Participate Lead Phase Schedule Schedule CITY OF NEWPORT BEACH, CA PAGE 330E 83 ERP PROJECT - FINAL SOW D.I.5.1.3 Structural Foundation (3.0) (3.1) Chart of Accounts • Discuss COA needs, Munis set upand Lead Participate Analysis options CITY' (3.2) Perform Software • Install server(s) • Determine structure for COA Participate Installation & System Admin Build Chart • Build Excel COA spreadsheet with new Participate Lead Spreadsheet structure Convert Chart • Write and execute program to convert Own None Spreadsheet COA spreadsheet into Munis GL Own Installation Load COA Load converted COA into test database Participate Lead Conversion in Test for validation Participate DB (3.5.1) Acceptance of Validate Converted Confirm that the COA details in the Participate Lead Chart spreadsheet match the converted data in Minis (3.5.2) Authorize COA to be • City acceptance of COA None Own loaded in Live DB Load COA in Live . The new COA becomes part of the live Lead Participate DB database D.1.5.1 32 AnrrlwarP R CnfnArarP Tr,ctaii�rt.,,, D. 1.5.1.3.3 Svstem Administration "Roles& Res'onsibilities . Task Task TYLER"r= CITY' (3.2) Perform Software • Install server(s) Lead Participate Installation & System Admin • Install purchased software City adds Users, builds permissions, etc. Participate Training • Train City on system setup, configuration and maintenance Acceptance of • City acceptance of installation and None Own Installation training (3.3) Perform Verification Test • Perform scripted test to validate Lead Participate baseline software performance (3.5.1) Acceptance of • City acceptance of baseline test None Own Verification Test D. 1.5.1.3.3 Svstem Administration D.1.5.1.3.4 Control Point Roles &rResponsibilities Task TYLER CITY (3.5) Control Point for • (3.5. 1) Verification Test Script Sign -Off Participate Lead Structural Foundation • (3.5.2) COA Design Acceptance CITY OF NEWPORT BEACH, CA PAGE 34 OF 83 ERP PROJECT - FINAL SOW Roles & Res onsibilifies Task TYLER CITY (3.4) System Admin Training • Train City on User ID's, permissions, etc. Lead Participate Build System Admin Tables City adds Users, builds permissions, etc. Participate Lead D.1.5.1.3.4 Control Point Roles &rResponsibilities Task TYLER CITY (3.5) Control Point for • (3.5. 1) Verification Test Script Sign -Off Participate Lead Structural Foundation • (3.5.2) COA Design Acceptance CITY OF NEWPORT BEACH, CA PAGE 34 OF 83 ERP PROJECT - FINAL SOW D.1.5.1.4 Knowledge Transfer and Analysis (4.0) v. t.j.1.4.1 ys-rs a r o-tse 4.1 Perform As -Is Analysis • Conduct analysis of City's current business practices i Process questionnaires Lead Participate (4.1) Perform To -Be Analysis _ • Conduct analysis of desired process Lead Participate • As -Is Analysis — City provides changes Participate information to Tyler about current • Review Flow Charts business practices • Perform needs assessment (4.2. 1) Process flow charts and • Review inventory of processing • Review available options Participate questionnaires Facilitate To -Be • Facilitates discussions of business Participate Lead Sessions process change Participate Business Process D.1.5.1.4.2 Knowledee Transfer CITY OF NEWPORT BEACH, CA PAGE 35 OF 83 ERP PROJECT - FINAL SOW Roles&sRes onsibilities Task (4.2) Knowledge Transfer: City • As -Is Analysis — City provides Lead Participate information to Tyler about current business practices (4.2. 1) Process flow charts and • Review inventory of processing Lead Participate questionnaires configuration and data flow options (4.2.2) Desired Changes in • Review desired changes in business Lead Participate Business Process processes and data flows (43) Knowledge Transfer: • To -Be Analysis — Tyler provides Lead Participate Tyler to Functional Leads information to City about module with discussion of desired process changes (43. 1) Product Overview • Review module organization and Lead Participate Demonstration processing flow (4.3.2) Analysis of Software • Review module parameters, code Lead Participate Options configurations and work flow options (4.4) Perform Set Up Table Conduct analysis of set up tables codes Lead Participate Analysis and parameters (4.5) Develop Business • Using information from As -Is and To- Own None Solution Design Be Sessions, develop Business Solution recommendation Design recommendation spreadsheet (4.5. 1) Deliver Business • Deliver configuration document citing Lead Participate Solution Design recommendations for best use of Tyler recommendation software options Facilitate Business Facilitate discussions of business Lead Participate Solution Design process change recommendations (4.5.2) Conduct Internal City • Conduct internal meetings to review Participate Lead Review of Business Solution design decisions for Static Environment Design Test (4.6.1) Develop Procedure • Customized Procedural Manuals for Own None Manuals each respective module purchased, including applicable decentralized functions CITY OF NEWPORT BEACH, CA PAGE 35 OF 83 ERP PROJECT - FINAL SOW D.1.5.1.4.3 Static Environment Test Plans &�ReB�OR61b511tICS, onsibilities Task...TYLER' ., CITY ...`,i (4.7) Static Environment Test . Compile information gathered during Own None Plans analysis and prepare scripts for To -Be (4.12) Perform Security Test (Static Environment Test) Lead rl.1.J. r.4.4 utteriace a ivioarricanon Anaiysis ana Spec lJevelopmen[ (4.8) Perform Interface Perform detailed analysis of custom Lead Participate Analysis interfaces identified in contract • Validate requirement and interaction 4.8) Perform Modifications Perform detailed analysis of custom Lead Participate Analysis modifications identified in contract • Validate requirement and interaction with process decisions D.1.5.1.4.5 Reporting Analysis =Roles & Responsibilities Task ` TYLER - CITY:' See section D.1.8.1 D.1.5.1.4.6 Data Conversion Analvsis Roles & Res onsibilities Task TYLER CITY (4,9) Perform Conversion • Review and develop initial crosswalk Lead Participate Analysis for purchased conversions tones (4.10) Perform Tyler Forms . Review purchased Tyler Forms mock- Lead Participate Analysis up kits and layout options Complete Tyler Forms . Complete mock-up of selected form Participate Lead Kits designs and submit to Tyler Forms R1 S_14.8 Wnrkflnw Analveis Roles&Res onsibilities Task TYLER i CITY - (4.11) Perform Workflow . Discuss options for workflow settings Lead Participate Analysis and desired process flow (4.12) Perform Security i Develop matrix for workflow settings Lead D.1.5.1.4.9 Security Analvsis CITY OF NEWPORT BEACH, CA PAGE 36 OF 83 ERP PROJECT -FINAL SOW Roles & Res onsibilities Task TYLER CITY (4.12) Perform Security • Discuss options for security settings Lead Participate Analysis within applications • Develop matrix for security settings CITY OF NEWPORT BEACH, CA PAGE 36 OF 83 ERP PROJECT -FINAL SOW U.1.4.1U ttnowleaee Imaster & (4.13) Control Point for • NIA Knowledge Transfer & Analysis (4.13. 1) City Communicates • City provides Best Business practices Participate Lead Draft Best Business Practices decided upon after internal City review (4.13.2) Authorization to • City signs -off to accept Knowledge Participate Lead Proceed to SET Transfer & Analysis to proceed to SET D.1.5.1.5 Static Environment Test of To -Be Model (5.0) D.1.5.1.5.1 Control Data Set Roles & Res onsibi ities� . Task : " TYLER, (5.1) Create Data Set Hand Key representational data using Lead Participate actual City records D.1.5.1.5.2 Validate Process Flow & Procedural Decisions CITY OF NEWPORT BEACH, CA PAGE 37 OF 83 ERP PROJECT - FINAL SOW Roles &rtes onsibilities , - Task ' TYLER- CITY (5.2) Perform To -Be Testy • Conduct demonstration of To -Be Lead Participate (Static Environment Test) decisions in Mums with hand -keyed Process "Live" Transactions data Validate New Process • Perform representational City Lead Assist Flow transactions to test overall process flow design Finalize To • City validates To -Be decisions None Owns Decisions Create Sample Data • Produce sample data files for applicable Lead Participate File forms (52. 1) Test Best Practice • Perform representational City Lead Participate Decisions transactions following Best Practice Decisions (5.2.2) Perform 5 Day • Perform representational City Lead Participate Transaction Test transactions to reflect a 5 day time period (5.3) Perform Reconciliation . View results of hand entered data via Lead Participate Test reports and inquiries (5.4) Validate Process Flow . Test overall process flow design Lead Participate (5.5) Control Point: Static . N/A Environment Test (5.5. 1) City Acceptance of SET • City signs -off to accept results of the Participate Lead performance SET testing 5.5.2 City Finalization of Best • City finalizes the Best Business Practice Participate Lead Business Practices Decisions (5.5.3) Transition from Tyler has internal sessions for _ Own None Business Process Consulting knowledge transfer from BPC to (BFC) to Implementation Implementation CITY OF NEWPORT BEACH, CA PAGE 37 OF 83 ERP PROJECT - FINAL SOW (5.5.4) City sign -off on 0 City signs -off to accept the Desktop Participates Lead Delivery of Desk -top Docs Documents (5.5.5) Authorization to • City signs -off on entire SET process to Participate Lead Proceed to Training authorize readiness to proceed to � v train ng L D.1.5.2 Setup, Training and Conversion This portion of the implementation begins with data conversion, forms design, table and preference setup, and primary -user training. System testing follows the completion of these tasks. This testing will determine the success of the knowledge transfer to end users. Formal acceptance from the City's project team is required before advancing to the next phase. IMPLEMENTATION Ca ttlEfi 0RM5 - uoX 65l CITY OF NEWPORT BEACH, CA PAGE 38 OF 83 ERP PROJECT - FINAL SOW TMNING 63 D[5 ZISIXw { (n "3 oAmil 6 63M � v L 3 � 'Th t 3U XEY i< t TpWL0.UN5 64 RS� TA _'T A,OIIA ...636"< o SrtE Am"c m6 oAMwa?ocs 6XM a3 �ral.vs DATA Poauwnory M cn SrDwln 62 tae ES i 6 � CONTROL � IMPLEMENTATIONTAt10N 65 DiXOn�UTDnipb2D wXM�xl Dx wgMS SttW uoX 65l CITY OF NEWPORT BEACH, CA PAGE 38 OF 83 ERP PROJECT - FINAL SOW D.1.5.2.1 Implementation (6.0) D.1.5.2.1.1 Tyler Forms D.1.5.2.1.2 Data Population - ..':='v. �.. ..:, '.';Roles&Res onsibilifaes,.,p. (6.1.1) Create Form Designs • Tyler Forms creates form designs from City Own None ' CITY ' mock-ups • Prepare system parameters and codes to Lead (6. 12) Merge Sample Data Files • Tyler Forms merges data from To -Be Test Own None Participate with Form designs . Train City on completion of Set Up Tables Lead Review Data Proofs • City validates form design, content and Participate Lead layout e Train City on Workflow completion Leads (6.5. 1) Accept Form Design • City accepts form design and authorizes None Own Leads installation • City builds Workflow Participate (6.1.3) Install Forms Server Tyler Forms installs Forms Server on City Lead Participate Own server submits to Tyler, produces balancing reports (6.1 A) Test Forms • Perform test of Tyler Forms through process Shared Shared testing and training Write and execute program to convert Own Secure Bank Acceptance . Submit forms to bank for approval. None Owns (6.1.5) Create and Send Data • Tyler sends form design proofs for review Lead Participate Proofs to City/Tyler PM and acceptance converted data in Munis (6.1.6) Tyler Forms/Go Docs Tyler Forms installs final forms on City Lead Participate Install server reports, balancing reports, etc. (6.1.7) Install Tyler Forms Tyler installs Forms Library on City server Lead Participate Libra tGo-Docs Corrections corrections to conversion D.1.5.2.1.2 Data Population D.1.5.2.1.3 Training & Testing Roles&Res onsibilities Task TYLER ' CITY ' (6.2) Conversion • Prepare system parameters and codes to Lead Participate (6.3.2) Train Core Users align with data mapping Lead Participate Set Up Table Training . Train City on completion of Set Up Tables Lead Participate according to analysis sessions Workflow Training e Train City on Workflow completion Leads Participate (6.2.2) Complete Set Up Tables • City builds Set Up tables Participate Leads (6.2.3) Workflow Completion • City builds Workflow Participate Lead Submit Conversion Data . City pulls data from legacy system and None Own & Produce Balancing submits to Tyler, produces balancing reports Reports (6.2.1) Run Conversion Program Write and execute program to convert Own None submitted data according to crosswalk Train Conversion . Train City on methods for validating Lead Participate Validation Process converted data in Munis Validate Data • City validates converted data using error None Own Conversions reports, balancing reports, etc. Submit Conversion . City documents and submits needed Participate Lead Corrections corrections to conversion Accept Conversions • City acceptance of data conversions and None Own authorization to load D.1.5.2.1.3 Training & Testing CITY OF NEWPORT BEACH, CA PAGE 39 OF 83 ERP PROJECT - FINAL SOW Roles &Responsibilities Task '. TYLER i. CITY (6.3. 1) Train Functional Leads/Subject Matter Experts Train Functional Leads/Subject Matter Experts on applicable Morris processing Lead Participate (6.3.2) Train Core Users • Train Core Users on applicable :Munis processing Lead Participate CITY OF NEWPORT BEACH, CA PAGE 39 OF 83 ERP PROJECT - FINAL SOW (6.3.3) Train -the -Trainer • Train City's Trainer on End User processes Lead Participate Train Decentralized End • Train City's Decentralized End Users None Own Users (6.4) Train and Perform I st Trial . Train City on completing Trial Run/Parallel Lead Participate Run/Parallel Process processes (6A. 1) On -Site From Testing • Train City on process of printing and testing Lead Participate forms (6.4.2) Test Mods and Interfaces • Train City on process of modification and Lead Participate interface programs (6.4.3) Test Against Quality Plan • Verify programs work according to Lead Participate definition in quality pian (6.4.4) Test Against Policies • Verify process meets policy decisions Lead Participate Perform Additional Trial . Complete Trial Run/Parallel process steps, Participate Lead Run/Parallel Processes identify discrepancies and correct (6.5) Control Point: N/A Implementation (6.5.2) City Authorization to • City sign -off on Training - acknowledging Participate Lead Proceed to Live Preparation readiness forgo -live CITY OF NEWPORT BEACH, CA PAGE 40 OF 83 ERP PROJECT - FINAL SOW D.1.5.3 Live Preparation, Go -Live and Phase Closure This portion of the implementation begins with a pre -live process review, proceeds to final training and conversion to be followed by quality assurance testing. The phase closes with a transition to the product Support organization and formal acceptance from the City's project team. LIVE PREPARATION 7.0 i GO -LIVE PLANNING 7.1 STRESS TESTING 7.2 END USER TRAINING 7.3 FINAL CONVERSION 7.4 CONTROL POINT: LIVE PREPARATION 7,5 CONVERSION ACCEPTANCE 7.5.1 IENT SIGN OFF TO BEGIN 7.5.2 LIVE PROCESSING POST LIVE PROCESSES) PHASE 8.0 '9.0. CLOSURE 10.0 PERFORM LIVE POST LIVE TRANSITION TO TRANSACTIONS IN MUNIS REVIEW SUPPORT& 8.1 91 CUSTOMER CARE 1 10.1 ON-SITE GO LIVE SUPPORT 8.2 CONTROL POINT: LIVE PROCESSING 8.3 CLIENT LME ON MUNIS 8.3.1 D.1.5.3.1 Live Preparation (7.0) FROECONCILtATION 91.3 LICY REVIEW 9.12 .REPORTING 9.1.3 CONTROL POINT:' POST LIVE PROCESSES 9.3 AUTHORRATION TO PROCEED TO PHASE .CLOSURE 9.3.1 LESSONS LEARNED 10.2 CONTROL POINT: PHASE or PROJECT CLOSURE 103 PROTECT MANAGER SIGN -0W `-.113.1 CITY OF NEWPORT BEACH, CA PAGE 41 OF 83 ERP PROJECT - FINAL SOW Roles &Responsibilities Task + TYLER CITY (7.1) Pre -Live Planning • City and Tyler meet to outline go -live steps, Lead Participate requirements and assignments Perform Go -Live • Evaluate readiness of City staff to perform Share Share Readiness Assessment live process from training and change management prospective Cut Off Legacy System • City ceases activities in applicable legacy None Own applications Submit Final Conversion . City pulls Final Conversion data and submits None Own Data & Produce to Tyler Balancing Reports (7.2) Stress Testing • City performs any desired stress testing None Own CITY OF NEWPORT BEACH, CA PAGE 41 OF 83 ERP PROJECT - FINAL SOW (7.3) End User Training • City trains decentralized end users None Own (7.4) Run Final Conversion • Execute program to convert submitted final Own None Program data according to crosswalk Participate Processes Validate Final Data e City validates converted data using error None Own Conversions reports, balancing reports, etc. Assist Support (7.5.1) Accept Conversions & • City accepts final conversions and None Own Authorize Load to Live authorizes them to be loaded in Live Complete Outstanding • Identify and complete any outstanding Database Participate Training Live data load • Load data into Live environment Share Share (7.5.2) Authorize Live Processing • City authorizes City users to begin live None Own Train City on 3`d Party Reporting processing Participate D.1.5.3.2 Live Processing (8.0) (8.0) Live Processing City begins live processing ins stem Assist Lead (8.1) Perform Live Transactions in . City begins live processing in system Assist Lead MUNIS (8.2) On -Site Go Live Support Tyler is on-site to support go -live processing Lead Participate (83) Control Point: Live N/A D.1.5.3.3 Post -Live Process (9.0) D.1.53.4 Phase Closure (10.0) Roles &`Responsibilities Task I TYLER':, CITY , (9.1.1) Train Reconciliation • Review Reconciliation Process training Lead Participate Processes City and Tyler discuss Lessons Learned for future phases, if applicable Share Share Provide Post Live • Provide assistance to City's users while Lead Assist Support performing live processes Work to resolve any outstanding issues Complete Outstanding • Identify and complete any outstanding Lead Participate Training training on live applications (9.1.2) Policy Review • Review Policy and Procedure decisions Participate Lead (9.1.3) Reporting Train City on 3`d Party Reporting Lead Participate functionality (93.1) Authorization to proceed to . City authorizes post -live process and Participate Lead phase closure proceeds to phase closure D.1.53.4 Phase Closure (10.0) CITY OF NEWPORT BEACH, CA PAGE 42 OF 83 ERP PROJECT- FINAL SOW Roles&Responsibilities Task TYLER I CITY (10.1) Transition to Support • Conference call to introduce Transition Project Manager and Support Lead Participate (10.2) Document Lessons Learned City and Tyler discuss Lessons Learned for future phases, if applicable Share Share 103. 1) Final Acceptance • City accepts Phase Closure None Own CITY OF NEWPORT BEACH, CA PAGE 42 OF 83 ERP PROJECT- FINAL SOW D1.6 Business Process Consulting Development of the Business Process Consulting service comprised of four phases: COA Analysis & Design, As -Is Analysis, To -Be Analysis, and Static Environment Testing. The output of these phases is the Business Solution Design Document that will also serve as a `roadmap' and guide for the Implementation team Final decisions related to Business Solution Design are then used to create the Customized Procedural Documents. The following service we be performed by Tyler's expert implementation team: D.1.6.1 Business Process Review Tyler's experienced consultants utilize the following tools to learn the as -is environment: • An analysis and questionnaire system containing an inventory of criteria and questions that accumulate our knowledge of our clients' standard operating procedures as relate to Tyler applications. • Interview functional leads and/or department managers in order to understand current practices, procedures and policies to understand the as -is environment of the client. Tyler consultants perform onsite analysis of how to improve and gain new efficiencies offered by Tyler's software functionality. D.L6.2 Business Solution Design Consultants evaluate the analysis from the Business Process Revien, and develop recommendations for the usage and implementation of Tyler's software, maximizing inherent functional opportunities through: • Setup table options analysis, recommended decisions, table design, and product utilization. • Detailed module configuration plans. • Identifying local policy and/or procedural areas that may be impacted and require client action. • Leveraging client -specific goals and objectives to distinguish and document when specific workflows would enhance efficiency for related Tyler workflows. • Cross -module functionality sessions to provide an overview on the integration touch points within the Tyler solution as well as any 3`d party systems that may interface with Tyler's applications. At the conclusion of the Business Solution Design process, Tyler consultants deliver and present a configuration document with line -item analysis citing recommendations for best use of Tyler software options and clearly identify client adoption decision requirements (i.e. key dates and potential implementation impacts). D.I.6.3 Static Environment Testing Prior to any converting legacy system data, a Static Environment Test (SET) will be conducted to confirm CITY OF NEWPORT BEACH, CA PAGE 43 OF 83 ERP PROJECT - FINAL SOW that the decisions made during the analysis process will meet the client's needs. Testing will be conducted with a customized script which will allow review and discussions of the decisions being tested. Once the testing and decision discussions are complete, clients have the opportunity to test processes a `hands-on' approach on the Tyler system. While this is not meant to be a training session, Tyler's consultants will walk the client through the script, if desired. D.1.6.4 Customized Procedural Documents Procedure manuals document client -specific, step-by-step utilization for the day -today use of Tyler's solution. The manuals are specific and customized for each client, with the exception of general system navigation. Setup table maintenance is documented within these documents if the maintenance of such is required on a regular basis (i.e. one-time setup tables are not part of procedural documentation). Tyler's consultants author, group and deliver the Customized Procedural Manuals for each respective module purchased, including applicable decentralized functions in MS Word. Procedure manuals are only available for modules purchased as part of the Business Process Review and Business Solution Design areas. D.1.6.5 Detailed Processes Covered in Business Process Consulting Some processes below may not be included if it is determined in the analysis that the process will not be utilized. *DCT indicates this document could also be used for decentralized end user training • Munis General Topics for all Modules o Navigation (DCT) o Munis Office & Saved Reports (DCT) o Dashboard (DCT) o Tyler Content Manager (DCT) • General Ledger o Adding a New Account o General Journal Entry o Recurring General Journal Entry o General Journal Approvals o Account Trial Balance Report o GL Account Inquiry (DCT) o YTD Budget Report (DCT) o Periodic Processing o Import GL Journals • Purchasing & Requisitions o Overall Purchasing Process o Vendor Maintenance o Requisition Entry (DCT) o Attaching Documentation (DCT) CITY OF NEWPORT BEACH, CA PAGE 44 OF 83 ERP PROJECT - FINAL SOW o Requisition Approval (DCT) o Requisition Conversion to PO c PO Entry Proof o PO Approvals (DCT) o PO Receiving (DCT) o Print PO's o PO Maintenance o PO Reports (DCT) • Accounts Payable o Overall AP Process o Vendor Maintenance o Invoice Entry /Proof (DCT) o Recurring Invoice Entry o Scanning and Attaching Invoices using Bar Codes o Invoice Approvals (DCT) o Post Invoices o Check Run Process (Select Items to Be Paid, Print Checks, Cash Disbursement Journal) o EFT Processing o Create Positive Pay File for bank o Void Check Process o Invoice Maintenance o Retainage Processing o Check Reconciliation o AP Reports (DCT) o Vendor Central (DCT) • Budget o Overall Budget Process o Define/Start Budget Projection o NY Budget Entry (DCT) o NY Budget Reports (DCT) o Roll/Factor/Merge Budget Projection o Next Year Budget Detail Approval (DCT) o Budget Transfer and Amendments (DCT) o Budget Transfer and Amendments Approvals (DCT) 0 • Performance Based Budgeting o Adding a Statistic Account o Adding a Cost Center o Adding a Program o Adding an Activity/Objective o Statistic Entry o Creating a Performance Budget Projection CITY OF NEWPORT BEACH, CA PAGE 45 OF 83 ERP PROJECT - FINAL SOW o Performance Inquiry o Department Inquiry • Project/Grant Accounting o Overall Project and Grant Accounting Process o Creation of Project and Grant o Using Project Ledger o Project Reports (DCT) • Contracts o Overall Contract Process o Contract Entry (DCT) o Contract Maintenance o Attaching Documentation (DCT) o Contract Approvals (DCT) • Bid Management o Overall Bid Process o Bid Entry (DCT) o Bid Maintenance o Attaching Documentation (DCT) • Inventory o Overall Inventory Process o Adding an Inventory Item o Setting up Inventory Photos o Transaction Entry/History o Requisition Entry for Pick Ticket (DCT) o Pick Ticket Process o Inventory Receiving o Inventory Reports o Periodic Processing o Purging Pick Tickets • Employee Expense Reimbursement o Overall Employee Expense Process o Entering an Expense Claim (DCT) o Allocating an Expense Claim (DCT) o Approving an Expense Claim (DCT) o Converting an Expense Claim • AR Mise Cash CITY OF NEWPORT BEACH, CA PAGE 46 OF 83 ERP PROJECT - FINAL SOW o Overall Mise Cash Process o Payment Entry (DCT) o Applying a Payment to a General Bill (DCT) o Payment Post o Payment Reversals o Apply NSF Fee o Print NSF Notices o AR Reports (DCT) • General Billing o Overall GB Process o Customer File (DCT) o Invoice Processing (DCT) o Recurring Invoice (DCT) o Invoice Approval (DCT) o Employee Insurance Bills o Assess Late Fees o Print Bills and Statements o Reports (DCT) • Fixed Assets o Overall Fixed Asset Process o Adding/Importing a new asset o Posting Fixed Assets o Adjusting, Transferring and Retiring Assets o Depreciating Assets o Periodic Processing o Inquiry & Reports o GASB 34 Process Overview • Cash Management o Interest Allocation o Cash Flow o Bank Reconciliation o Reports • Work Orders/Fleet & Facilities o Overall Work Order/Fleet & Facilities Process o Service Requests (DCT) o Maintenance Programs o Work Order Processing — New o Work Order Processing — In Progress o Work Order Processing — Completed o Inquiry & Reports (DCT) CITY OF NEWPORT BEACH, CA PAGE 47 OF 83 ERP PROJECT- FINAL SOW • Payroll o Overall Salary & Benefit Projections Processing Projection Start & Status • Projection Processing • Projection Pay Types Projection Job Class • Projection Salary Tables • Projection Position Control • Projection Allocation Maintenance • Projection Employee Master • Projection Employee Job/Salary • Projection Employee Deductions/Benefits Projection Contract Increases Projection Step Increases Projection Longevity Report Projection Salary Calculate • Projection Benefit Calculate Post Projection Data to Budget Update Live Position Control o Overall Payroll Process • PR Start & Status • Time Entry (DCT) • Time Entry Approval (DCT) • Time Entry Import to PR • Void Payroll • Misc Payroll • Payroll Vendor Processing o HR Benefits Enrollment: • Overall Open Enrollment Process • Overall Life Event/New Hire Enrollment • Benefit Election Setup • Online Benefit Enrollment • Election Approval and Posting Process • 834 File layout and setup o Overall HR Process Employee Certifications • Employee Evaluations Case Management • Training Courses • Employee Training Training Forecast Report CITY OF NEWPORT BEACH, CA PAGE 48 OF 83 ERP PROJECT - FINAL SOW • Training Hours Completed Report D Overall Personnel Actions Process • Actions Entry (DCT) • Personnel Actions Setup • Rapid Entry • Condensed Pending Master File ® Actions Inquiry (DCT) • Professional Development o Overall Professional Development Process o PD Career Tracks o PD Development Status • Business Licenses: o Add An Account o Attach A License o Attach A Tax o Create Bills — Generate AR and/or Receipts Entry o Accept Payments thru Receipts Entry o Print Renewals o Print Licenses o Bill Maintenance o Transfer Overpayments o Refunds o Write -Offs o Reports o Customers o Payment Reversals o Assess Penalties o Forgive Interest • Utility Billing: o Customer Maintenance o Utility Maintenance o Service Maintenance o Miscellaneous Fee Maintenance o Deposit Maintenance o Pay Fees Program o Account Customer Inquiry o Service Orders Maintenance o Meter Inventory Maintenance o Handheld Export and Import Process o Bill Run Processing o Final Bill Run Processing o EFT Processing o Bill Refund Process o Bill Adjustments o Late Fees CITY OF NEWPORT BEACH, CA PAGE 49 OF 83 ERP PROJECT - FINAL SOW o Delinquent Notices o Cut Off Process o Collections Process o Lien Processing o Setoff Debt Processing o Special Conditions o Payment Plans o Container Inventory o Assessments o Budget Billing D.1.7 Modifications D.1.7.1 Definition of a Program Modification Program customizations typically involve changes or additions in program functionality in order to affect some new, desired result within the Mums programs. D.1.7.2 Definition of an Interface Modification Custom interfaces typically involve creating custom layout, web services, etc. for the purpose of receiving, sending, or exchanging data between Monis and a third party system. So long as the 3`d party system integrating with Munis can use the existing Munis formats / methods, then programnvng charges will not be required. However, if Tyler needs to change any of its formats to meet the needs of 3`d party products, then programming charges will be incurred at the prevailing contract rates. D.1.7.3 Specification Development Tyler provides development representatives to ensure an accurate and timely delivery of the desired functional changes. Tyler development representatives will be assigned to manage and monitor activities such as discovery calls, definition documents and delivery milestones. The development representatives work closely with the implementation team, as well as the City, to reach the goal of a successful modification/interface delivery. D.1.7.4 Program Modification or Custom Interface Summary Document The Program Modification or Custom Interface Summary Document contains descriptions and details of the desired Modification. This document identifies exactly what the City requested modification needs to accomplish and is completed as a result of Tyler development representatives reviewing contract documentation, completing discovery calls, onsite analysis visits (if necessary), and subsequent analysis. Final documentation steps should be completed and sent to City within ten (10) business days after analysis. A copy of the modification summary document is sent to City representative and project manager for review and signature. The standard signoff period is ten (10) business days, unless additional time is mutually agreed upon. D.1.7.5 Program Modification or Custom Interface Specification Document CITY OF NEWPORT BEACH, CA PAGE 50 OF 83 ERP PROJECT - FINAL SOW The Program Custom zation or Custom Interface Summary Document contains descriptions and details of the desired Customizations. This document identifies exactly what the City requested Customization needs to accomplish and is completed as a result of the Development Representative reviewing contract documentation, completing discovery calls, onsite analysis visits (if necessary), subsequent analysis. A copy of the Customization summary document is sent to City project manager for review and signature. The standard signoff period is ten (10) business days. D.1.7.6 Modification Signoff Document This document completes the process, indicating the City has received the program Customization and it functions as defined in previous documents. D.1.7.7 Incorporation of Modifications/Interfaces into a MUNIS General Release D.2.7.7.1 Approval Process for Incorporation Customizations and interfaces provided by Tyler Development staff become part of the general release of the system. Contract Customizations and interfaces as well as post -contract programming changes follow a formal Customization/Change Process. A Product Manager and the Vice -President of Development evaluate each post -contract request for development quote. A written response is submitted to the City evaluating the feasibility of the request, whether a solution is covered at no charge or involves a fee, an estimated time frame for completion and the applicable MINIS General Release version. We attempt to provide a programming solution that has the ability to be used with parameters and settings to allow for subsequent use and broad appeal. D.I.7.7.2 Impact of Modification/Interface Delivery on Implementation As code changes will be delivered approximately six (6) months after applicable project phase inception there are certain logistics that must be factored into the project plan to accommodate this process. If customizations require upgrading to a new release, plans must be made to introduce the new release into a test environment and conducting thorough cross -module testing, especially for modules already in live production. The City owns this testing and all of these activities must be carefully coordinated with other ongoing phases of implementation. D.1.7.7.3 Installation At the time of software installation, the most current product available will be installed, but will not contain the customizations ordered by the City. Customizations will be developed as part of the implementation as defined in this Statement of Work. D.1.7.7.4 Project Release Schedule Customizations are delivered through Tyler Munis Internet Update utility to be loaded against releases in accordance with Tyler's published release life cycle policy (see Appendix I.1.4). This is done in order to predict and schedule release upgrades during the planned implementation phases and to provide the assurance of continually operating on a fully supported release for live modules. As such, the following upgrade schedule will need to be followed to ensure timely delivery of agreed to go -live customizations: I Munis Release I Target Test System Deployment I Target Live System Deployment CITY OF NEWPORT BEACH, CA PAGE 51 OF 83 ERP PROJECT - FINAL SOW Version 10.5 (General Availability) Upon installation Upon installation Version 11.1 (General Availability) Apri12015 April 2015 D.I.7.8 Scope of Customizations and Interfaces • New Hire Import/Onboarding Modification • Employee W4 Exemption Claim Modification D.1.7.9 Interface Scope • ePayables to BofA Invoice Export File Format Interface Modification D.1.7.10 Customizations & Interfaces Roles & Responsibilities D.I.7.10.1 Customizations CITY OF NEWPORT BEACH, CA PAGE 52 OF 83 ERP PROJECT - FINAL SOW d -i er az;jt p - ..-{a1.n� naw 4-s , Discovery of customization. Through analysis, functional requirements will be Lead Participate defined requirements The City, Tyler Consultants and Tyler Development Requirement Validation Representatives verify Customization is necessary Lead Participate through exploration of existing options Create Customization Tyler Development Representative will work with the Summary City to write a basic summary outline of customization Lead Participate functionality Tyler Development Representative review Create Detailed Customization Summary and create City Specification Customization document that describes how and where the program Own None Specification Document changes will occur in order to accomplish functional requirements Tyler will deliver a written specification to City, Specification Sign -Off, outlining functional changes, cost, timeline and version None Own Authorization to Proceed requirements. This document must be signed prior to any work being performed by Tyler Tyler will program changes as outlined in the signed Development of specification document. Changes subsequent to sign- Own None Customization off will be considered out of scope and may require repetition of previous steps Customization QA Tyler's QA team will test customization within Own None applicable, impacted modules Customization Delivery Tyler will deliver and demonstrate customization as and Demonstration scheduled. Demonstration will include validating Lead Participate compliance with written specification CITY OF NEWPORT BEACH, CA PAGE 52 OF 83 ERP PROJECT - FINAL SOW D.1.7.10.2 Interfaces City will validate performance of customization Test Customization through repeated unit testing as well as process testing Participate Lead Provide Data Map throughout implementation Participate Lead Tyler will deliver a written Acceptance Sign -Off for Customization the customization. Acceptance is expected within 30 None Own Acceptance days of delivery unless City notifies Tyler in writing of Lead Participate non-compliance with specification D.1.7.10.2 Interfaces D.1.8 Tyler Reporting Services (TRS) SSRS Report Development The Tyler suite of programs contains hundreds of canned system reports, each utilizing configurable user - supplied parameters to provide hundreds of reporting variations. However, Tyler recognizes that its clients want the flexibility to create even more unique reports and queries to fit their own business needs. Tyler has included Report Writing training as part of our Proposal. The City will also have available a Report Library of over 200 reports via the MUMS Support Website. Training will be conducted during the first phase of the implementation, or within 60 days of go -live, whichever is deemed a better fit by the City. Tyler uses a "train the trainer" approach, which will provide certain individuals within the City with the tools necessary to train additional users on the subject matter as they see fit. Tyler Reporting Services utilizes an SQL report writing tool called Business Intelligence Development Studio (BIDS) to extract data from the MUMS system and create custom reports. Once trained, the City will have the ability to create their own custom reports and modify any report from the TRS Report Library. TRS training does not include the authoring of custom reports for the City by Tyler. CITY OF NEWPORT BEACH, CA PAGE 53 OF 83 ERP PROJECT - FINAL SOW o• _. t � u „ ::. "_ ' 4, '.. x- .,. 1tT:`Ier 1Ctl Provide Data Map Data map of the 3` party system will be provided by Participate Lead the City, along with instructions or crosswalks that need to be developed Design Data Mapping Data will be mapped between the systems to which Lead Participate Tyler needs to interface and the Tyler interface format Develop Custom A document is created describing the interface purpose, Own Participate Specification type, direction and system impacts (if any) Develop Custom Programs will be developed to importlexport Tyler data Own None Programs in format required Modification Procedure A document is created describing the interface and how Lead Participate Document to utilize it Import/Export data Tyler mains applicable City users to import/export data Share Share from/to the Tyler data from the Tyler data tables into/out of the Tyler tables into/out of the applications Tyler applications Create schedule for A schedule is defined to execute the imports/exports Participate Lead executing imports/export D.1.8 Tyler Reporting Services (TRS) SSRS Report Development The Tyler suite of programs contains hundreds of canned system reports, each utilizing configurable user - supplied parameters to provide hundreds of reporting variations. However, Tyler recognizes that its clients want the flexibility to create even more unique reports and queries to fit their own business needs. Tyler has included Report Writing training as part of our Proposal. The City will also have available a Report Library of over 200 reports via the MUMS Support Website. Training will be conducted during the first phase of the implementation, or within 60 days of go -live, whichever is deemed a better fit by the City. Tyler uses a "train the trainer" approach, which will provide certain individuals within the City with the tools necessary to train additional users on the subject matter as they see fit. Tyler Reporting Services utilizes an SQL report writing tool called Business Intelligence Development Studio (BIDS) to extract data from the MUMS system and create custom reports. Once trained, the City will have the ability to create their own custom reports and modify any report from the TRS Report Library. TRS training does not include the authoring of custom reports for the City by Tyler. CITY OF NEWPORT BEACH, CA PAGE 53 OF 83 ERP PROJECT - FINAL SOW D1.8.1 SSRS Report Development Roles & Responsibilities D.1.9 Data Conversion D.1.9.1 Data Conversion Scope Tyler delivers all conversions at a flat rate. Conversions are billed as the work is completed upon completion of agreed to milestones defined in the agreement, therefore, the City will only be charged for those data conversions that are executed in the implementation of the software. The following conversion options are a comprehensive list that represents the quoted modules included in the Tyler proposal and considered in scope. Requests to convert data outside of the contracted conversion options or failing to adhere to the noted conversion assumptions below will be considered out of scope and will be billed at prevailing contract rates. AC Opt I - Actuals General ledger - actual account summary balances for up to 10 years, to be populated in the GL Master and GL Master Balance tables AC Opt 2 - Budgets General Ledger - budgeted account balances for up to 10 years, to be populated in the MUNIS GL Master and GL Master Balance tables. This can include the original budget, budget ad'ustments and revised bud et AC Standard COA Chart of Accounts conversion from spreadsheet (to be provided during COA analysis) AP Out 1- Checks Check History AP Standard Master Vendor Master BL Opt I -Bills Business Licenses - biIls BL Standard Master Business License - Master file Determine all reporting needs for all modules None Own Prioritize reports by required date (must have upon go -live, FA Standard Master Fixed Assets Master quarterly reports, annual reports, sporadic/seldom used reports) Participate Lead Analyze canned reports in MUNIS system for matching data to required reports Participate Lead Determine fit / gaps of canned MUNIS reports to reporting Participate Lead requirement requests Identify custom reporting needs Participate Lead Train users on reporting tools Lead Participate Develop custom reports None Own D.1.9 Data Conversion D.1.9.1 Data Conversion Scope Tyler delivers all conversions at a flat rate. Conversions are billed as the work is completed upon completion of agreed to milestones defined in the agreement, therefore, the City will only be charged for those data conversions that are executed in the implementation of the software. The following conversion options are a comprehensive list that represents the quoted modules included in the Tyler proposal and considered in scope. Requests to convert data outside of the contracted conversion options or failing to adhere to the noted conversion assumptions below will be considered out of scope and will be billed at prevailing contract rates. AC Opt I - Actuals General ledger - actual account summary balances for up to 10 years, to be populated in the GL Master and GL Master Balance tables AC Opt 2 - Budgets General Ledger - budgeted account balances for up to 10 years, to be populated in the MUNIS GL Master and GL Master Balance tables. This can include the original budget, budget ad'ustments and revised bud et AC Standard COA Chart of Accounts conversion from spreadsheet (to be provided during COA analysis) AP Out 1- Checks Check History AP Standard Master Vendor Master BL Opt I -Bills Business Licenses - biIls BL Standard Master Business License - Master file Contracts Contracts Master FA Opt I - History Fixed Assets transaction history FA Standard Master Fixed Assets Master GB Opt I -Recurring Invoices General Billing-Recurrin¢ bill templates CITY OF NEWPORT BEACH, CA PAGE 54 OF 83 ERP PROJECT - FINAL SOW GB Opt 2 —Bills General Bills GB Standard CID Customer File IN Opt 1 — Commodity Codes Commodity Codes IN Standard Master Inventory Item Master PR Opt 1 - Deductions Employee Deductions PR Opt 10 - Certifications Employee Certifications and Expirations PR Opt 1 I — Education Employee Education History PR Opt 2 — Accrual Balances Employee Accrual Balances PR Opt 3 - Accumulators YTD, QTD, MTD Accumulators PRO t 4 — Check History Payroll Check History PRO t 5 — Earn/Ded History Payroll Earnings and Deductions History PR Opt 7 — PM Action History Personnel Actions History PR Opt 8 — Position ControUHist Payroll Position Control and History PR Opt 9 — State Retirement Tables State Retirement Tables PR Standard Payroll Employee Master P&G Opt 1 — Actuals Project Ledger — actual account summary balances for up to 3 years P&G Opt 2 — Budgets Project Ledger— budgeted account balances for up to 3 years P&G Standard Project Ledger conversion from spreadsheet PO Standard Oen purchase orders with encumbrances WO Opt I Work Order Asset WOO t 2 Closed WO History No Cost Data WOO t 3 WO History With Cost Data UB Standard Master Account Master UB Opt 1 - Services Billable service records for each account UB Opt 2 — Assessments Assessment Records UB Opt 3 — Consumption History Consumption History UB Opt 4 — Balance Forward A/R Balance Forward AR by outstanding service UB Opt 5 — Service Orders Service Order Records UB Opt 6 -- Backflow Backflow device, type & Violations D.1.9.2 Data Conversion Roles & Responsibilities CITY OF NEWPORT BEACH, CA PAGE 55 OF 83 ERP PROJECT - FINAL SOW Through analysis, fields in legacy systems and Munis will be outlined for conversion. Tyler Data Mapping staff will use best efforts to direct the City on the Share Share legacy source files and desired fields for conversion mapping The City is responsible for producing reports Run Validation from the legacy system at the time of data None Own Reports extraction. These reports are critical for use during conversion validation The City is responsible for extracting the data Extract data from a legacy system into the accepted Morris None Own layout CITY OF NEWPORT BEACH, CA PAGE 55 OF 83 ERP PROJECT - FINAL SOW Develop Tyler will program conversion programs conversion programs based according to the accepted file submission layout. on City data This layout must be maintained consistently for Own None mapping and file all future data submissions or additional charges submission layout, may apply Load Data Load all conversion passes as directed by Tyler Conversion Passes PM Lead Assist Tyler will produce an error report outlining errors Review Error that result from running City's data through the Reports conversion program. The City is responsible for Participate Lead reviewing the report and investigating solutions D.1.9.3 Data Conversion Assumptions Tyler makes the following assumptions in providing a fixed-price data conversion approach: • Legacy system data to be converted is provided in a non-proprietary format, such as fixed ASCII, CSV or character -delimited • Each legacy system data file submitted for conversion includes all associated records in a single file layout • Each legacy system data file layout submitted for conversion remains static for all subsequent data submissions, unless mutually agreed upon in advance of the change. • Legacy system data validation and control reports are provided with each data submission to ensure data files are complete and accurate • Accrual transaction history is not part of this option. If the City requests accrual history it needs to be quoted by the conversion department • Payroll goes live in 2 steps. The employee master and deduction data is accepted and maintained in both legacy and MUNIS systems for 1 to several months, in order to give the City time to create MUNIS pay records for their employees and do parallel payroll runs D.1.10 Workflow D,L10.1 Workflow Scope All of the available workflow functionality in the licensed modules shall be considered as in scope. Tyler consultants will work with Customer resources to help identify, configure, and train on the applicable workflow processes. D.1.10.2 Workflow Roles & Responsibilities CITY OF NEWPORT BEACH, CA PAGE 56 OF 83 ERP PROJECT - FINAL SOW DAM Testing Testing occurs throughout the project, typically in repeated patterns that align closely with other major project activities. This is a shared responsibility between the City and Tyler and will be coordinated, conducted and monitored by both parties. D.J.11.1 Verification Script Testing Performed after software installation to demonstrate to the City that core product functionality is in place and use of the software can begin. D.I.11.2 Static Environment Testing (SET) This is performed once the City has made preliminary Best Practice decisions. The purpose of the test is to provide an early opportunity to the City for validation of business process decisions in the actual application, without the complication of converted data. This pristine testing environment allows decision -makers to focus on process flow without the potential impact of converted data. A key part of the test is to conduct a "five-day" transaction test, during which all activities that take place in a standard week are duplicated and tested. This testing is a key milestone that dictates whether Core User Documents can be written and data population can begin. D.1.11.3 Conversion Validation & Testing This is performed after each pass of converted data is loaded into a testing database. Use of control reports, filtering techniques, comparison reports and visual inspection are all part of this process. The purpose is to identify all issues with data, whether due to mapping inconsistencies, source data issues, data submission content or conversion programming errors. Acceptance of conversion programming must be completed long before the pre -live period so that final conversion submissions have little or no risk of data or conversion programming issues. Final acceptance is necessary prior to live processing as CITY OF NEWPORT BEACH, CA PAGE 57 OF 83 ERP PROJECT - FINAL SOW loom Analyze workflow needs and determine use within MUMS Lead Participate for each module Recommend areas that should implement workflow business Lead Participate rules to enforce internal controls, segregation of duties and provide additional audit trails for transactions Develop workflow process for all MUNIS applications based Participate Lead upon approved Best Business Practice recommendations Review the workflow in each office and identify the Participate Lead disparities Outline the current workflow and contrast new procedures Participate Lead Implement new workflow procedures at ERP System Participate Lead implementation DAM Testing Testing occurs throughout the project, typically in repeated patterns that align closely with other major project activities. This is a shared responsibility between the City and Tyler and will be coordinated, conducted and monitored by both parties. D.J.11.1 Verification Script Testing Performed after software installation to demonstrate to the City that core product functionality is in place and use of the software can begin. D.I.11.2 Static Environment Testing (SET) This is performed once the City has made preliminary Best Practice decisions. The purpose of the test is to provide an early opportunity to the City for validation of business process decisions in the actual application, without the complication of converted data. This pristine testing environment allows decision -makers to focus on process flow without the potential impact of converted data. A key part of the test is to conduct a "five-day" transaction test, during which all activities that take place in a standard week are duplicated and tested. This testing is a key milestone that dictates whether Core User Documents can be written and data population can begin. D.1.11.3 Conversion Validation & Testing This is performed after each pass of converted data is loaded into a testing database. Use of control reports, filtering techniques, comparison reports and visual inspection are all part of this process. The purpose is to identify all issues with data, whether due to mapping inconsistencies, source data issues, data submission content or conversion programming errors. Acceptance of conversion programming must be completed long before the pre -live period so that final conversion submissions have little or no risk of data or conversion programming issues. Final acceptance is necessary prior to live processing as CITY OF NEWPORT BEACH, CA PAGE 57 OF 83 ERP PROJECT - FINAL SOW the last step before data is loaded in the live database and live processing begins. This testing is part of pre -live assessment. D.1.11.4 Modification Testing This is performed in an isolated environment once modifications are delivered. The modification is unit tested first to ensure compliance with specifications and to validate the performance of the coding. Once unit testing is completed successfully, the modification is tested for integration performance as part of an overall process, paying special attention to any impact on touch points throughout the product. After successful integration testing, modifications are exposed to setup data and converted data by replicating the fully populated databases in the test environment. After successful testing, authorization is requested to load the modification into the production environment. Testing continues throughout the balance of the project to ensure the integrity of the modification. This testing is part of pre -live assessment. D.1.11.5 Forms Testing This is first performed in a test environment at Tyler, prior to delivery of forms to the City, using sample data extracted during the Static Environment Test. Once Form design has been accepted and forms are loaded on the City's server, testing continues throughout the balance of the implementation. The goal, at a minimum, is to print forms as part of training (Core and End User) so that both the content and process are validated repeatedly. Submission of forms to banks must be completed and acceptance received a minimum of thirty days before live processing. This testing is part of pre -live assessment. D.1.11.6 System Integration Testing Beginning with the testing that occurs during the Static Environment Test and continuing with Customizations testing, process training (Project Team/Functional Lead, Core User and End User), parallel or trial run processing and Stress Testing, special attention is paid to the integration integrity of the system. Whether between Monis applications and the General Ledger, or 3rd party import/exports and interfaces, all aspects of functional integrity is tested repeatedly throughout the implementation. This testing is part of pre -live assessment. D.1.11.'7 User Acceptance Testing (UAT) User Acceptance testing is conducted both leading up to and following end-user training. While some recommend that UAT is all performed post end-user training, Tyler supports incremental UAT through trial run processing in Financials and parallel processing in Payroll and human Resources. Early trial runs and parallels will most likely not involve end-users, once again isolating them from any issues that may be discovered through the process. Once processes are stabilized and can be completed without significant error, the UA testing will expand to include End Users. D.1.11.8 Stress Testing Stress Testing is completed in the pre -live timeframe and involves a large subset of City users. The City and Tyler will extract written test scripts from the Desktop Documents. The City will coordinate this activity and the scheduling of the execution, monitoring and evaluation of the tests. CITY OF NEWPORT BEACH, CA PAGE 58 OF 83 ERP PROJECT - FINAL SOW D.1.11.9 Testing Roles & Responsibilities CITY OF NEWPORT BEACH, CA PAGE 59 OF 83 ERP PROJECT - FINAL SOW Perform Verification Test Tyler performs scripted test to validate Lead Participate baseline software performance Acceptance of Verification City acceptance of baseline test None Own Test Establish To -Be Test Plan Compile information gathered during Own None analysis and prepare settings for To -Be Test (Static Environment Test) Perform To -Be Test (Static Conduct demonstration of To -Be Lead Participate Environment Test) decisions in Munis with hand -keyed data Authorization to Proceed City acceptance of To -Be Test and None Own authorization to proceed with training and data population Test Forms Perform test of Tyler Forms through Share Share process testing and training Secure Bank Acceptance Submit forms to bank for approval None Own Perform Stress Test Complete Stress Test Participate Lead Perform User Acceptance Complete User Acceptance Test Participate Lead Test Parallel & Trial Run Replicate live processing and use tools Lead Participate Testing for identifying and resolving discrepancies CITY OF NEWPORT BEACH, CA PAGE 59 OF 83 ERP PROJECT - FINAL SOW Section E: Training With the implementation of the new ERP system, training planning, development and delivery is critical to the overall success of the implementation to enable ease of use and user acceptance of the new processes and systems. The following training strategy will be used for the project. E.1.1 Tyler Education Plan An Education Plan lays out the process of transferring knowledge between Tyler and the City. Tyler refers to its plan as an Education Plan as opposed to a Training Plan for several reasons. First, the process of transferring knowledge is vital to the analysis phase of the project. During analysis Tyler: reviews the "AS IS" environment, provides Tyler demonstrations, reviews questionnaires and flow charts, and ultimately arrives at a "TO BE" model. The TO BE model becomes the foundation for user training. Second, training denotes a classroom setting with teacher and pupil. While training will occur, it is a piece of the overall education needed to be a proficient MUNIS user. E.1.1.1 Purpose The purpose of the Education Plan is to: • Communicate the process to the City's project team and MUNIS functional leaders • Answer specific questions related to delivery of training to the City's users • Establish action items and link project personnel as owners • Define measurement criteria to ensure the Education Plan has been successfully followed E.1.1.2 Process It is imperative that an Education Plan be put into practice as part of the Tyler Project. The plan should include all of the processes required to ensure that the goals for the project are fully satisfied. The overall plan will include the following: E.1.1.3 Demonstration, Analysis, and Knowledge Transfer Tyler employees will perform the following tasks: • As Is/ To Be review • Product overview demonstration • In depth analysis of MUNIS options • Flow chart review • Questionnaire review This phase will involve the functional leaders and the City's project leaders. The goal of this phase is to transfer high level knowledge between parties. The output will be policies and procedures related to the use of MUNIS. The policies and procedures will determine the training agenda to be delivered to the end users. For example, if commodity codes are not going to be utilized within MUNIS Purchasing, then the training outlines for Purchasing should remove the discussion of commodity codes. CITY OF NEWPORT BEACH, CA PAGE 60 OF 83 ERP PROJECT - FINAL SOW E.I.i.4 Prerequisites Tyler has three tools that are required prerequisites prior to user training: Training Database - All users must have access to the MUNIS training environment. The users must have logins established and know how to access the training environment Navigational Videos - Tyler will provide MUNIS navigational videos to the City. The videos are accessible in Tyler's Knowledge Base. The videos demonstrate basic MUNIS functions including: menu navigation, table/screen navigation, add/update/output, search, browse data records and the MUNIS toolbar How To Manuals - In addition to MUNIS on-line help, Tyler will provide How -To manuals depicting baseline MUNIS functionality and the steps required to process records. For example, the How to Enter a Requisition manual shows a beginning MUNIS user the steps necessary to create a requisition Users who utilize the prerequisites learn MUNIS at a faster pace and retain more classroom discussion than their peers whose first exposure to MUNIS is their first training day. E.1.1.5 To -Be Demonstration This process allows the Functional Leaders to see a working MUNIS system with City data. Tyler will process data according to the defined policies and procedures. The intended education is an overall understanding of the integration of MUNIS applications, a review and understanding of security options, and workflow touch points. E.1.1.6 iVIUNIS Application Training In this phase Tyler is conducting classroom training. Classroom training will be conducted for the individuals included in the mutually agreed upon Education Plan. The City may video and audio record the training for use in City training efforts for other users or to train in the future so long as the respective Tyler Consultant is comfortable performing the session and it does not interfere with the session productivity. Tyler staff will not be responsible for operating the recording equipment. E.11.7 Post Live Reconciliation Training The process of reconciling data is reviewed during pre -live training. However, hands on training with live data provides a better overall understanding of the MUNIS tables and how to reconcile daily, weekly, and monthly functions. E.I.1.8 Post Live Output and Inquiry Training The output and inquire routines are reviewed during pre -live training. However, hands on training with live data provides a better overall understanding of the MUNIS options related to extracting needed information. E1.1.9 Logistics CITY OF NEWPORT BEACH, CA PAGE 61 OF 83 ERP PROJECT- FINAL SOW Tyler and the City will work together to define education logistics. The following points should be used as a starting point for defining logistics. The final logistics table will become part of the Education Plan, E.1.1.10 Software/I3ardware • How many databases will be utilized? • Will we establish a Financials Training environment separate from Payroll? • Who will refresh the training database? • Will a second server be utilized? E.1.1.11 Facilities • How many training rooms will be utilized? • Where are the training rooms? • How many workstations will be in each training room? • How many printers will be in each training room? • Other training room requirements (white board, phone, etc.) • Who will schedule the training room? E.1.1.12 Staff • How many students per teacher? • How many students per workstation? • What are the hours of training? • Who will be trained on each MUNIS application? • Who will take attendance? • Will management be present for each session? • Who will train the end-users (MUNIS versus Functional Leaders)? E.1.1.13 Schedule • Who will determine the exact days for training? • Who will notify staff members? • How far in advance will the training schedule be built? E1.1.14 Quality Control • How will the City determine if attendees have learned required training outcomes? • How will follow up training be administered? E.1.2 Knowledge Base CITY OF NEWPORT BEACH, CA PAGE 62 OF 83 ERP PROJECT - FINAL SOW Tyler provides a knowledge base website that allows users to search and receive training materials such as videos, step by step documentation, how to documentation, etc. Documentation and Release Notes are included with every new release and are distributed with each new release. Additionally, release notes and documentation are updated within the support knowledgebase. Group Training, Internet Training and On-site Training are all options available for updating customers. E.1.3 Project Team Training The project team begins knowledge transfer at the on -set of the project, during analysis. It is through this process and subsequent hands-on set up and process training that the Functional Leaders and Subject Matter Experts build an understanding of the inner workings of the system and how parameters and tables affect the overall processing. These users should attend all applicable analysis and implementation/training sessions. To ensure that the City's project team members have adequate knowledge of the Tyler MUNIS system prior to going through as -is and to -be processes, Tyler will conduct classroom training/product overview sessions to show product features for each module/functional area. E.1.4 Technical Training Approach Technical training begins at the time of software installation. The Installation Engineer will teach the Technical staff how the software is configured as well as basic system maintenance such as back-ups, loading releases and refreshing training and test databases. System Administration training is conducted after software installation to show users how to update users, permissions, menu security, workflow administration, etc., from within the MUNIS software. The City System Administrator should attend these sessions, as scheduled. In addition, the Functional Leaders should attend to have a thorough understanding of the permissions and options available. It is a City decision as to who will perform the MUNIS System Administration tasks. It may be a combination of Functional Leaders and IT staff. E.1.5 Training Plan for Users The Tyler Project Manager will provide a proposed training schedule based on target live dates and availability of resources (Tyler Implementation Consultants, City trainees, training room, etc). • The City Project Manager/Team will review the proposed schedule and approve it. • The Munis Project Manager or Implementation Consultant will provide training agendas prior to each session. The agenda will be placed on the SharePoint site and may be printed by the City, as needed. • Training documents used during the sessions will be referenced on the agendas and available on the SharePoint site or linked to our Knowledge Base for easy access by attendees. The City will be responsible for printing the necessary documents for the users, as needed. The City Project Team members should attend all training that may have relevance to his or her functional area. For example, a Purchasing Agent may be the Functional Lead and is not directly responsible for entering Purchase Orders. however, he/she should attend PO entry training so lie/she thoroughly understands all of the capabilities of the software. It is also important to have a manager or Functional Leader in every session in order to answer policy related questions and make decisions related to the set up or processing of the Munis® system. CITY OF NEWPORT BEACH, CA PAGE 63 OF 83 ERP PROJECT -FINAL SOW • Central Department Users are responsible for attending each relevant class. Each class is scheduled to be conducted one time. Rescheduling a class due to absences or interruption may cause overages in the training budget and may affect the overall training schedule. E.1.6 End User Training Tyler's will train all Central Department users and will train City trainers to perform ongoing training of Decentralized End Users. If the City would like Tyler to complete the training for additional decentralized end users, rather than utilizing City trainers, the Project Managers will work together to identify appropriate training days that were included in the contract for this training using the contract change process. The City will be responsible for notifying the users of the training schedule and coordinating the training facilities for hands-on end user training. E.1.7 Training Materials and Documentation Development E.1.7.1 Training Materials The Policy & Procedure documents developed by Tyler Consultants will be utilized as the primary training material for the Project Team and Subject Matter Experts. These documents provide step-by-step direction for completion of processes and give session attendees a way to follow along with the Tyler Consultant's training and see new procedures clearly outlined. These documents also provide guidance as Subject Matter Experts practice the processes they have learned and perform testing throughout the project. E.1.7.2 Documentation for End Users Tyler Consultants will extract appropriate material from the Customized Procedural Documents and compile it for End User training. As with the Customized Procedural Documents, step-by-step direction guides End Users through specific processes that are applicable to their positions. These documents will become critical to guide End Users through processes, especially since they are not typically repeated on a daily basis. The following processes will be covered in End User documentation: • MUNIS Navigation Entering a Requisition Requisition Approval • GL Account Inquiry • Year to Date Budget Report New Year Budget Entry PO Receiving Vendor Inquiry & Reports ® AP Report ® Budget Transfers and Approvals Time and Attendance Entry Personnel Actions • Employee Inquiry Employee Evaluations Spool File Maintenance CITY OF NEWPORT BEACH, CA PAGE 64 OF 83 ERP PROJECT - FINAL SOW Payment Entry Processing Bill Inquiry E1.7.3 Modification Documentation As part of the delivery of modifications (program modifications and interfaces) Tyler will deliver an outline defining the set up requirements, processing steps and other details related to successful use of modifications. E1.7.4 Conversion Documentation Tyler will provide detailed Conversion schemas as a guide to the types of data that can be converted, the specific fields available in Munis and other significant information. These schemas are distributed for all purchased conversions and help guide the data mapping process. E.1.8 Training Roles and Responsibilities CITY OF NEWPORT BEACH, CA PAGE 85 OF 83 ERP PROJECT - FINAL SOW Project team training delivery Lead Participate Technical team training gap identification Lead Participate Development of end-user training strategy document Lead Participate training delivery Lead Participate -Computer-based Train -the -Trainer course development Lead Participate Identify users for Train -the -Trainer classes Participate Lead Schedule users for Train -the -Trainer classes None Own Train -the -Trainer delivery Lead Participate End-user training material development Lead Assist Train -the -Trainer End-user training delivery (process training, navigation, Participate Lead -application) Logistics and training administration Participate Lead CITY OF NEWPORT BEACH, CA PAGE 85 OF 83 ERP PROJECT - FINAL SOW Section F: Change Management (Standard) F.1.1 Executive Playbook To understand how to be most effective in supporting the project, Tyler will create an Executive Playbook that relates key executive governance strategies and change management strategies with the overall implementation project plan. This Executive Playbook will explain how the project is achieving the City's goals and what is required from executives (Project Sponsors and Steering Committee Members) to support the change management efforts. In order to produce the Executive Playbook, the Change Management Facilitator will meet once with the Project Sponsors and Steering Committee of the City to understand the following: Vision ® Human Capital Requirements Organizational Expectations Project Goals Executive Mandate CITY OF NEWPORT BEACH, CA PAGE 66 OF 83 ERP PROJECT - FINAL SOW Project Kick -Off High Level presentation of Share Share Change Management process and expectations. Executive Playbook Knowledge Transfer of City Assist Lead Discovery Meeting vision, requirements and goals for proj ect. Executive Playbook Relates key executive governance Lead Participate strategies & change management strategies with the overall implementation plan. Executive Playbook Sign -off and authorization to None Own Acceptance proceed with Executive Playbook implementation. CITY OF NEWPORT BEACH, CA PAGE 66 OF 83 ERP PROJECT - FINAL SOW F.1.2 Knowledge Transfer Train the City's Change Management Coaches (project team, functional leads, managers and supervisors of impacted departments) to identify and reinforce both human capital and business process change within the organization. Conduct session(s) to exchange information on methods and challenges inherent in reinforcing process change. Utilize Change Management Executive Playbook with Change Management Functional Lead to support Implementation of business process changes. Work with Change Management team to develop change management project plan and communication plan. F.1.3 Reinforcing the Change Reinforcing Change for adoption of new business processes includes the analysis of the results of the organization's change management activities, compliance audit of project procedural change and the implementation of corrective actions. This focus area includes celebrating early successes and transferring ownership for Business Process Change Management to the organization. 1 I ii To -Be Session Facilitation Human Capital Coach Train selected staff to understand Lead Participate Training and engage in organizational and adoption of new efficiency project change, develop Best Practices Review Attend Best Practice Review Participate competencies to become effective Facilitation session and document potential HC Coaches by introducing, change resistance. Internal Best Practices and managing and reinforcing project Lead Procedural Change Review cross -departmental sessions to change with staff. review and make procedural Knowledge Transfer Perform review of authorized Lead Participate Executive Playbook with Change Management Functional Lead. Develop Change Assign tasks, dates and Lead Assist Management Project Plan responsibilities for completion of Change Management Project Plan. Update Communication Plan Review methods, participants, Lead Assist with CM strategies feedback vehicles and frequency of communications. F.1.3 Reinforcing the Change Reinforcing Change for adoption of new business processes includes the analysis of the results of the organization's change management activities, compliance audit of project procedural change and the implementation of corrective actions. This focus area includes celebrating early successes and transferring ownership for Business Process Change Management to the organization. CITY OF NEWPORT BEACH, CA PAGE 67 OF 83 ERP PROJECT- FINAL SOW 1 I ii To -Be Session Facilitation Attend To -Be Design sessions to Participate Lead facilitate changing procedures and adoption of new efficiency opportunities. Best Practices Review Attend Best Practice Review Participate Lead Facilitation session and document potential change resistance. Internal Best Practices and Attend internal departmental and Participate Lead Procedural Change Review cross -departmental sessions to review and make procedural decisions. CITY OF NEWPORT BEACH, CA PAGE 67 OF 83 ERP PROJECT- FINAL SOW Procedural Change Assist in Procedural Change Participate Lead Communications Communications outlining the specifics of new business procedures to application users. Overall Change Change Management Functional Participate Lead Management Status Report Lead develops status reports for review with key project personnel and Tyler. Status Meetings Deliver status updates to project Share Share team members, functional leads and others as needed. Department Head Meetings Review Change Management Participate Lead communications, status reports; discuss options to eliminate identified barriers to success. Department Meetings Communicate Change Participate Lead Management and Project status, activities and results to Department Staff. Monitor Change Ensure that all strategies are Assist Lead Management Activities properly evaluated and implemented. Implement corrective actions. Employee Forums Hold forums for staff to receive Assist Lead information, project expectations, and ask questions or express concerns. Meet with Implementation to Meet with Implementation Own Lead Identify Possible Change regularly to assess any possible Management Issues change management issues that need to be brought to the City's Change Management Team's attention for action. Post Live Audit & In conjunction with the to -be Share Share Performance Assessment environment post live, review project compliance, understand adoption and proficiency rates. Lessons Learned Complete exercise identifying Lead Participate what Change Management strategies were most effective and which require additional modification. Project Closure & Authorization to close project. None Own Acceptance CITY OF NEWPORT BEACH, CA PAGE 68 OF 83 ERP PROJECT - FINAL SOW F.1.4 Overview of Standard Change Management Effort Included in the Project Management Plan, is the Change Management Plan. This plan provides a basis for organizational change management (CM) for use throughout the implementation. It includes a CM Overview, Diagnostic Tools, a CM Communication Strategy to be incorporated into the project communication plan, and CM Resistance Tools. During project planning, the Change Management plan template will be thoroughly reviewed with the City Project Team and the Change Management Functional Lead. The plan for managing change will be incorporated into the overall Project Management Plan. F.1.5 Scope of Change Management Effort Included in the implementation is the plan template, Project Management planning session, and the tools for City use, described above. Change Management Coaching throughout the project is the responsibility of the City Project Team and Management after the Tyler led coach training sessions. Additional Change Management Consulting services are available from Tyler at an additional cost. F.1.6 Roles and Responsibilities A specific project role should be assigned to one member of the project team. The role of Chane Management Functional Lead will own the change management plan and will work with the Tyler Change Management Facilitator to implement the change management strategy. Through the coach training sessions, the City Project Team and Managers will become familiar with the aspects of Organizational Change Management and implement the management plan as decided in the project planning session. This will include coaching users on process changes, surveying users to verify acceptance and understanding of the changes, and following up with users on utilization of the changes throughout the implementation and after go -live. CITY OF NEWPORT BEACH, CA PAGE 69 OF 83 ERP PROJECT - FINAL SOW Section G: Post Go -Live Implementation Support GA.] Overview of Post Go -Live Support Tyler and the City will be responsible to work together on a Post Go -Live support plan in order to complete the conversion to Tyler MUNIS and the included third party products. Typically this is onsite functional and technical assistance in the following areas, per phase: ■ Problem analysis and resolution Guidance and mentoring to City staff who provide Munis application support functions and user help desk support (problem resolution) Respond to help requests and resolve system defects Coaching users on use of the new system Support and direct assistance for business owner departments (Finance, Procurement, Benefits, Human Resources, Information Technology, etc.) Provide proactive support and special attention to processes and departments for functions that are run for the first time during the post go -live period and any functions that are executed for the first time after the go -live period G.1.2 Duration of Post Go -Live Support Within the proposed go -live milestone and through coordination with the City for the post -live plan, Tyler will provide post -go live support after go -live for each phase identified in Section A.1.4 of this statement of work. Tyler, within the proposed go -live milestone, will also provide post -go live support for all key processes that are run for the first time outside of the initial post go -live support period. Such events include: Fiscal Year End Activities End of Year Payroll and 1099 Activities Benefits Open Enrollment ® Budget Development Additional assistance beyond the phase/project closure will be considered out of scope and will require a change order or purchase order for additional implementation days. CITY OF NEWPORT BEACH, CA PAGE 70 OF 83 ERP PROJECT - FINAL SOW Section : Project Assumptions H.1.1 Estimated Days The following outlines major assumptions regarding the Contract and the commitment to Live Dates on time and within budget: • Tyler and the City will be responsible for providing required commitments identified in this statement of work. Failure to provide appropriate support to the listed activities and tasks described in this statement of work may result in change orders • The City will schedule all applicable users to attend scheduled analysis, implementation and training sessions • Session topics are scheduled in advance. One session per topic will be covered within the scope of the project. If the City chooses to have additional sessions repeated, these would be out of scope and require a change order for additional implementation days. This does not include scheduled topics that are repeated for different levels of users. For instance, Accounts Payable Functional Leaders and Core Users will both have AP sessions; however, the level of analysis and hands-on training differs for each group and are considered separate, scheduled sessions • On-site assistance during Go -Live for the financials and payroll phases of the implementation will be determined based on the total budget of days during project planning. Additional Go -Live assistance beyond the budgeted days will be considered out of scope and will require a change order for additional implementation days. Tyler will provide post go -live training for reporting, month-end processing, etc., as defined in the project schedule that will be delivered by the Tyler Project Manager. • It will be the City's responsibility to train decentralized users. Tyler will train Functional Leaders, End (core) users and will conduct a Train -the -Trainer session in order to prepare the trainers to train their decentralized users. The City is responsible for scheduling the decentralized training, conducting the training, and assessing user understanding and acceptance. • All project tasks will be assigned owners and due dates which correspond to the overall project schedule. Project Tasks that are not completed by the due date may adversely affect the project schedule and Go -Live Dates • Decisions will be made in a timely fashion in order to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Decisions left unmade may affect the project schedule as each analysis and implementation session builds on the decisions made in prior sessions 11.1.2 Project Planning and Kickoff The following outlines major assumptions and activities surrounding the Project Initiation and Kickoff phase of the Project: • The City shall assign and authorize a Project Manager prior to the start of this phase. • The City Project Manager, along with the Tyler Project Manager, shall participate in the review and final revision of the Project management and planning documents, which include this Implementation Project Scope Agreement, the Project Risk Register, and the Communications Plan. • The Tyler Project Manager and City Project Manager will develop the Project Plan. Tyler will be responsible for providing the initial project plan and will maintain and update the project plan throughout all phases of the project. The City's project team will approve the initial and all subsequent updates of the project plan at the regularly scheduled project meetings. The City will CITY OF NEWPORT BEACH, CA PAGE 71 OF 83 ERP PROJECT - FINAL SOW be involved in reviewing and providing necessary feedback and inputs as requested by the Tyler project manager The City project team will participate with the Tyler Project Manager in the Project Kickoff meeting to discuss the project approach and expectations. The Project Planning Services line item in the contract covers the development of the Project Management Plan at the onset of the project. Standard Project Management throughout the project is not billable. 11.1.3 Facility Requirements The following outlines major assumptions surrounding the Facility used for the Project: • The City will provide a room to be used as a training lab for Tyler staff to transfer knowledge to City resources as well as a place for City staff to practice what they have learned. • The room is to be set up in a classroom setting. The number of workstations in the room is to be determined by the City. It is Tyler's recommendation that every person attending a scheduled session with a Tyler Implementer have their own workstation; however, Tyler requires that there be no more than two people at a given workstation. • A workstation is to consist of a computer that has access to the MUNIS training/test database and a printer. • The City is to provide a workstation that connects to Munis for the Tyler trainer conducting the session. The computer must be linked to a projector so everyone attending the session is able to follow the information being communicated. • In addition to computers and a printer, it is recommended that a phone be available in the room as well as a white board with markers and eraser. • The City is responsible to schedule the training room for the sessions conducted by Tyler staff. • Should phases overlap, it may be necessary to make multiple training facilities available. 11.1.4 Homework (Post -consulting day project tasks & follow-up) The following outlines major assumptions and activities surrounding the implementation of the MUNIS solution: • Tyler will inform the City the trainee prerequisites that must be completed prior to conducting the session. Tyler will provide notice of any training prerequisites to the City Project Manager ten business days prior to the scheduled training session • Tyler will inform the City project manager after each training or implementation session what tasks that must be completed prior to Tyler personnel returning to the site. • Homework assignments and tasks will also be listed on the Project SharePoint site along with due date and owner • Typical homework items are as follows: o Practice on processes learned o Review any delivered documents prior to attending scheduled training session • Should the City not be able to complete communicated prerequisites or tasks, then to the City project manager is bring it to the attention of the Tyler Project Manager immediately so that assistance can be offered or scheduling be revised. 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Q� UU u c L Oi in fV A az �\ \: \\«\\) \� ::GG;&a9 \ v / \$'{j)({ } 22\3 ( �\\\\\( z »«�2ast d&(\3 w \}{ \ \r to 2\ \\ \ \\ ` 1.1.3 Customizations and Interfaces I.1.3.1 Scope of Customizations and Interfaces • New Hire Import/Onboarding Modification Employee W4 Exemption Claim Modification I.1.3.2 Interface Scope • ePayables to BofA Invoice Export File Format Interface Modification 1.1.4 Munis Release Life Cycle Policy The Munis Release Life -Cycle Policy is designed to balance our clients' need for flexibility and stability, while meeting the demands for strategic product enhancements. These are just a few of the benefits for our clients: » Continued quality improvements from Munis Development, Technical Support, and Release Management. » Consistent and predictable product release timelines. » Ability to accurately budget, plan, and schedule upgrade resources around major processing events. » Assurance of continually operating on a fully supported release. Early Adoption (EA): This represents a phase, 45-90 days prior to GA, in which selected clients participate in an intense testing program on the pre -generally available release. Tyler strives to select a cross-section of customer participants to represent our client base ensuring maximum coverage. This 'real world' testing of the product enables Tyler to deliver the highest quality, customer -tested release. For information on how to obtain an Early Adoption version of our release, please contact Munis Release Management. General Availability (GA): This represents a 12 month phase in which a product release (ex. Version 7.5) is made available for installation at client sites. Technology upgrades (ex. Version 9,0) are not intended for general availability. Feature Complete (FC): This represents a 3 to 6 month phase in which the given release has matured through the EA and GA phase and minimal development efforts need to be placed on the product for the remainder of its life. Clients are encouraged to move to a more current release. Next Release Planning (NRP): This represents a phase in which the given release has been available for up to 18 months and is at least 2 product releases behind the latest available Munis release. Clients are strongly encouraged to move to a more current release. Product Retired (PR): This represents a release phase that receives only minimal support services. Clients must move to a more current release in order to receive year-end W-2 and 1099 releases. NOTE: The timelines and specific dates related to our release life -cycle policy are tentative and subject to change. ATTACHMENT 1 TO EXHIBIT A VERIFICATION TEST The verification test ("Test") detailed below will be conducted following installation. The purpose of the Test is to ensure the Tyler Software Products perform as warranted, using the MUNIS Verification Database. The MUNIS Verification Database contains the types of information ordinarily used by the specified software and the Test utilizes said data to demonstrate the performance of the specified software's base line functions. As such, the Test is not intended to validate any site specific functionality and will only be conducted for those software products licensed by the City. City -specific functionality will be reviewed during the implementation phase when site- specific data will be applied against the desired functionality. Many sections below contain three phases: table views, reports, and process. Each phase is intended to be completed in 4 hours or less. Please note that each phase listed below has a space where City will be asked to initial, indicating that the verification has been performed and accepted. FINANCIALS: Phase 1 • View general ledger master table • View budget master table • View vendor master table • View general ledger account inquiry — perform drill down • Find purchase orders/requisitions in purchase order inquiry • View inventory master • View fixed assets master • View work order master Phase 2 • Enter a requisition • Approve the requisition • Convert to a purchase order • Post the purchase order • Enter an invoice against the requisition • Post the invoice • Select items to be paid report • Print checks (on blank paper without forms) • Find journals in journal inquiry using date find Phase 3 • Reports: o General ledger trial balance Tyler Technologies, Inc. Page A-1-1 o Year to date budget report o Vendor invoice list o Purchase orders by general ledger account (select open purchase orders) o Inventory list by location o Fixed asset list by location PAYROLUHR: Phase 1 • View deduction master • View pay type master • View employee master • View employee detail history — perform drill down • View position table • View terminated employee table Phase 2 • Add new employee • Build job pay records • Start a new payroll • Generate employee records • Enter exceptions • Print final proof • Update employee files • Print checks (on blank paper without forms) Phase 3 • Reports o Employee Detail o Employee Accrual o Detail Check History Report o Payroll Register UTILITY BILLING: Phase 1 • View charge code file with rate tables • View account master— perform drill down • View customer file • View bill inquiry • View account inquiry Phase 2 • Add new account Tyler Technologies, Inc. Page A-1-2 • Create water service record • Start a new bill run o View charges file maintenance • Enter meter reading manually • Run charges proof register • Generate accounts receivable • Print bills (on blank paper without forms) • Make a payment to a bill Phase 3 • Reports: o Consumption inquiry/report o Utility billing aging report o Charge/payment history o Detail receivables register OTHER REVENUE (TAX/EXCISE/GENERAL BILLING): Phase 1 • View customer file • View parcel file • View charge code file • View tax year parameter • View motor vehicle master file • View bill inquiry • View lien file • View receipt inquiry • View activity totals inquiry/report Phase 2 _ • Create a new general billing customer • Add a general billing invoice • Make a payment against the general billing • Make a payment against a tax/excise/personal property/etc. bill • Print payments proof • Post payments • Use receipt inquiry to find the payment Phase 3 • Reports o Summary receivables o Detail receivables o Posted payments report Tyler Technologies, Inc. Page A-1-3 Phase 1 • View permit type f/m • View Project Type f/m o Find a Project type with the 4 "bottom buttons" checked which indicates there is data. If none, build some defaults at the bottom. o Drill down using the bottom buttons • View Inspection Type f/m o Drill down into inspectors and checklist at bottom • View violation code f/m o Drill down into enforcement steps • View property master o Perform drill down using the side menu options Phase 2 • Add a new property o Set up default restrictions, hazards, and violations at the bottom • Add a new application o Use a project/act that has the four defaults set in project type f/m (one each) o Make sure the app automatically sets up the default permits, prerequisites, inspections, and dept/board reviews by choosing the options to view o Choose the collect side menu option. Make sure you can accept payments for the fees and the system links to the accounts receivable module properly Phase 3 • Reports o Applications status report o Inspections history report o Violations report o Contractors report o Dept/board review report PARKING TICKETS: Phase 1 • View parking ticket parameter file • View parking ticket charge codes • View owner maintenance Phase 2 • Parking ticket entry Tyler Technologies, Inc. Page A-1-4 • Parking ticket inquiry • Review export/import of data • Review late processing Phase 3 • Issue by location report • Violations by issue date report • Issuer productivity report BUSINESS LICENSES: • View customer file • View description codes • View business license charge codes • View business license master file • View business license late payment process • View bill inquiry • View business master report • View business location report ANIMAL LICENSES: • View animal type file • View customer file • View animal license master file • View license detail report • View license history report • View tag report PROJECT ACCOUNTING: (Performed with General Ledger) • View project master table • View general ledger master with project code • View project budget report Tyler Technologies, Inc. Page A-1-5 • Export from general ledger account inquiry into Excel • Export from general ledger account inquiry into Word Verification Report for Crystal Reports from the Knowledgebase will be used to display results from the MONIS Verification database. No configuration needs to be done to run this report. TYLER REPORTING SERVICES: • Verification Report for Tyler Reporting Services from the Knowledgebase will be used to display results from the MUNIS Verification database. No configuration needs to be done to run this report. CONTRACT MANAGEMENT: • View contract master file • Enter a requisition against a contract • View contract master to highlight changes CASH MANAGEMENT: • View a recurring cash flow record for current fiscal year in recurring cash flow F/M • Generate cash flow file maintenance TylerTechnologies, Inc. Page A-1-6 • Generate a journal entry on the cash flow file maintenance record created • Go to general journal entry/proof, find journal that was generated and post it MUNIS SELF SERVICE -'EMPLOYEES: Phase 1 • View and update the general administration settings • Add a new user under users Phase 2 • View and update application administration under Employee Admin • View and add a web link or document under Document Administration Tyler Technologies, Inc. Page A-1-7 ATTACHMENT 2 TO EXHIBIT A SUPPORT CALL PROCESS Client Support Tyler Technical Support Department for Munis® Goal: To provide an effective support mechanism that will guarantee timely resolution to calls, resulting in high-level client satisfaction. Contact Us Call Tyler's toll free number (800-772-2260) or log a support request online through the Tyler Client Portal available at Tyler's Support Web site (www.tylertech.com). Support Organization Tyler's Technical Support Department for Munis is divided into multiple teams: Financials, Payroll/HR/Pension, Tax/Other Revenue and Collections, Utility Billing and Collections, OS/DBA (Operating System and Database Administration), and TylerForms and Reporting Services. These "product -specific" teams allow support staff to focus on a group of products or services. A group of specialists assigned to each team handle calls quickly and accurately. Each team consists of a Munis Support Product Manager, Support Analysts and Technical Support Specialists. The Support Product Manager is responsible for the day- to-day operations of the team and ensures we provide exceptional technical support to our clients. The Support Analysts are responsible for assisting the team with clients' issues, and provide on-going team training. Technical Support Specialists are responsible for diagnosing and resolving client issues in a timely and courteous manner. Standard Support Hours Applications Hours Financials 8:00am-9:00pm EST Monday -Friday Payroll/HR/Pension 8:00am-9:00pm EST Monday -Friday Tax/Other Revenue & Collections 8:00am-6`:00pm EST Monday -Friday Utility Billing & Collections 8:00am-8:00pm EST Monday -Friday OS/DBA 8:00am-9:00pm EST Monday -Friday TylerForms & Reporting Services 8:00am-5:00pm EST Monday -Friday Focus on Incoming Rate When you call Technical Support, your call is answered by a Support Technician, or is transferred into the Support voice mail. Our goal is to capture 75% of our daily calls incoming, which means you will often start working with a Support Specialist immediately upon calling Tyler. Tyler Technologies, Inc. Page A-2-1 Leaving Messages for Support When leaving a message on the Support voice mail, ensure the following information is contained within the message: • Your full name (first name, last name) and the site you are calling for/from • A phone number where you can be reached • The details of the issue or question you have (i.e.: program, • process, error message) • The priority of the issue (1, 2, 3, or 4) • When you will be available for a return call (often Support will call back within an hour of receiving your message) Paging All client questions are important to us. There may be times when you are experiencing a priority 1 critical issue and all technicians for the requested team are on the line assisting clients. In this circumstance, it is appropriate to press 0 to be redirected to the operator. The operator will page the team you need to contact. We ask that you reserve this function for those times when Munis is down, or a mission critical application is down and you are not able to reach a technician immediately. Online Support Some questions can be handled effectively by e-mail. Once registered as a user on Tyler's Support Web site at www.tylertech.com, you can ask questions or report issues to Support through "Customer Tools". Tyler's Client Portal (TCP) allows you to log an incident to Technical Support anytime from any Internet connection. All TCP account, incident and survey data is available in real-time. Your existing contact information defaults when you add a new Support incident. You will be asked for required information including Incident Description, Priority, Product Group and Product Module. Unlimited work -note text is available for you to describe the question or problem in detail, plus you can attach files or screenshots that may be helpful to Support. When a new incident is added, the incident number is presented on the screen, and you will receive an automated e-mail response that includes the incident number. The new incident is routed to the appropriate Technical Support Team queue for response. They will review your incident, research the item, and respond via e-mail according to the priority of the incident. Customer Relationship Management System Every call or e-mail from you is logged into our Customer Relationship Management System and given a unique call number. This system tracks the history of each incident, including the person calling, time of the call, priority of the call, description of the problem, support recommendations, client feedback and resolution. For registered users on Tyler's Support Web site (www.tylertech.com), a list of calls is available real- time under the Tyler Client Portal (TCP). Tyler Technologies, Inc. Page A-2-2 Call Numbers Support's goal is to return clients' calls as soon as possible. If you are not available when we call back, we will leave a message with the open call number on your voice mail or with a person in your office. When you call back, you can reference this call number so you do not have to re -explain the issue. An open call number is also given to you once an initial contact has been made with Support and it has been determined that the issue can't be resolved during the initial call. The open call number lets you easily track and reference specific open issues with Support. Call Response Goals Open `i Call Priority Maximum number of days a support call is open Support managers : and analysts review open calls 1 Less than a day Dail 2 10 Days or less Evea other da 3 30 Days or less Weekly 4 60 Da s or less Weekly Call Priorities A call escalation system is in place where, each day, Support Analysts and Product Support Managers, review open calls in their focus area to monitor progress. Each call logged is given a priority (1, 2, 3, and 4) according to the client's needs/deadlines. The goal of this structure is to clearly understand the importance of the issue and assign the priority for closure. The client is responsible for setting the priority of the call. Tyler Support for Munis tracks responsiveness to priority 1, 2 and 3 calls each week. This measurement allows us to better evaluate overall client satisfaction. Priority 1 Call — issue is critical to the client, the Munis application or process is down. Priority 2 Call — issue is severe, but there is a work around the client can use. Priority 3 Call — issue is a non -severe support call from the client. Priority 4 Call — issue is non-critical for the client and they would like to work with Support as time permits. Following Up on Open Calls Some issues will not be resolved during the initial call with a Support Technician. If the call remains open, the technician will give you an open call number to reference, and will confirm the priority of the incident. If you want to follow up on an open call, simply call the appropriate Support Team and reference the call number to the Technician who answers or leave this information in your message. Referencing the open call number allows anyone in support to quickly Tyler Technologies, Inc. Page A-2-3 follow up on the issue. You can also update the incident through TCP on Tyler's Web site (www.tylertech.com) and add a note requesting follow-up. Escalating a Support Call If the situation to be addressed by your open call has changed and you need to have the call priority adjusted, please call the appropriate Support Team and ask to be connected to the assigned technician. If that technician is unavailable, another technician on the team may be able to assist you, or will transfer you to the Product Support Team Manager. If you feel you are not receiving the service you need, please call the appropriate Product Manager and provide them with the open call number for which you need assistance. The Product Manager will follow up on your open issue and determine the necessary action to meet your needs. Technical Support Product Managers: Financials Team Michelle Madore (X4483) Tax/Other Revenue/Utility Billing Team OS/DBA Team TylerForms & Reporting Services _. _... _.............. Steven Jones (X4255) teen icing (taen.Kmg(cwtylertech.com) (X5464) Michele Violette (X4381) If you are unable to reach the Product Manager, please President of Technical Support at 800-772-2260, ext. 4124(ci.mccarron(5tylertech.com). McCarron, Vice Resources A number of additional resources are available to you to provide a comprehensive and complete support experience. Munis Internet Updater (MIU): Allows you to download and install critical and high priority fixes as soon as they become available. Release Admin Console: Allows you to monitor and track the availability of all development activity for a particular release; right from inside Munis. Knowledgebase: A fully searchable depository of thousands of documents related to Munis processing, procedures, release info, helpful hints, etc. Remote Support Tool Some Support calls may require further analysis of your database or setup to diagnose a problem or to assist you with a question. GoToAssist® shares your desktop via the Internet to provide you with virtual on-site support. The GoToAssist tool from Citrix (www.citrix.com) provides a highly secure connection with 128 -bit, end-to-end AES Tyler Technologies, Inc. Page A-2-4 encryption. Support is able to quickly connect to your desktop and view your site's setup, diagnose problems, or assist you with screen navigation. At the end of each GoToAssist session, there is a quick survey you should complete so we have accurate and up-to-date feedback on your Support experiences. We review the survey data in order to continually improve our Support services. E-mail Registration Clients can go to our Web site and register for e-mail "groups' based on specific Munis applications. We use these groups to inform clients of issues, and to distribute helpful technical tips and updated technical documentation. The survey information allows you to update your registration at any time, and you may unregister for one or more distribution lists at any time. Tyler Web site Once you have registered as a user on Tyler's Support Web site (www.tylertech.com), you have access to "Customer Tools" and other information such as online documentation, user forums, group training schedule/sign-up, and annual user conference updates/registration. Timely TCP Progress Updates Our technicians are committed to providing you timely updates on the progress of your open support incidents via the Tyler Client Portal. The frequency of these updates is determined by issue priority. Priority 1 Incidents — Daily updates (only if phone contact is not possible) Priority 2 Incidents — Weekly Updates Priority 3 Incidents — Bi -weekly Updates Priority 4 Incidents — Bi -weekly Updates Updates will also be provided for any issue, regardless of priority, when action items have been completed or when there is pertinent information to share. Tyler Technologies, Inc. Page A-2-5 ATTACHMENT 3 TO EXHIBIT A SOFTWARE MAINTENANCE AGREEMENT WITH TYLER TECHNOLOGIES, INC. 1. Scope of Agreement. City agrees to purchase and Tyler agrees to provide maintenance services for the Tyler Software Products in accordance with the following terms and conditions. 2. Term of Agreement. This Maintenance Agreement is effective on installation date of each Tyler Software Phase as outlined in Attachment 1 to Exhibit B and will remain in force for an initial one (1) year term. The Maintenance Agreement will renew automatically for additional one (1) year terms at Tyler's then -current Maintenance fees unless terminated in writing by either party at least fifteen (15) days prior to the end of the then -current term. The foregoing notwithstanding, increases to the annual Maintenance fees for the Tyler Software Products set forth in Exhibit B will accord with the following schedule: 2.1 Year Two — Zero percent (0%) increase over unwaived Year One annual Maintenance fees; 2.2 Year Three — Three percent (3%) increase over Year Two annual Maintenance fees; 2.3 Year Four — Three percent (3%) increase over Year Three annual Maintenance fees; 2.4 Year Five — Four percent (4%) increase over Year Four annual Maintenance fees; and 3. Payment. 3.1 Maintenance fees will be invoiced by Tyler annually sixty (60) days prior to the annual renewal of this Maintenance Agreement. City shall pay the invoiced amount within sixty (60) days following receipt of invoice. Tyler shall provide City written notice of any change in annual Maintenance fees no less than forty-five (45) days prior to the annual review of this Maintenance Agreement. 3.2 Additional Charges. Any maintenance services performed by Tyler for City which are not covered by this Maintenance Agreement, as set forth in Section 4 below, including materials and expenses, will be billed to City at Tyler's then current rates upon written amendment to the Agreement. 3.3 Tyler reserves the right to suspend maintenance services if Client fails to pay undisputed Maintenance fees within ninety (90) calendar days of receipt of an invoice. Tyler shall reinstate maintenance services upon Client's payment of all past due Maintenance fees, including all such fees for the periods during which services were suspended. Tyler Technologies, Inc. Page A-3-1 4. Maintenance Services Terms and Conditions. For as long as a current Maintenance Agreement is in place, Tyler shall: 4.1 In a professional, good and workmanlike manner, perform its obligations in accordance with Tyler's then -current support call process (Tyler's current support call process is set forth in the document attached hereto as Attachment 2 to Exhibit A) in order to conform the Tyler Software Products to the applicable warranty under this Agreement. If City modifies the Tyler Software Products without Tyler's prior written consent, Tyler's obligations to provide maintenance services on and warrant the Tyler Software Products will be void. 4.2 Provide telephone support on the Tyler Software Products. Tyler personnel shall accept telephone calls during the hours set forth in Attachment 2 to Exhibit A. 4.3 Continuously maintain a master set of the Tyler Software Products on appropriate media, a hardcopy printout of source code to the Tyler Software Products, and Tyler User Guides. 4.4 Maintain personnel that are appropriately trained to be familiar with the Tyler Software Products in order to provide maintenance services. 4.5 Provide City with all releases Tyler makes to the Tyler Software Products that Tyler makes generally available without additional charge to customers possessing a current Tyler annual Maintenance Agreement. Third Party Products; and installation, Consulting and Training services related to the new releases will be provided to City at Tyler's then -current rates, upon written amendment to the Agreement. City acknowledges and agrees that a new release of the Tyler Software Products is for implementation in the Tyler Software Products as they exist without City customization or modification. 4.6 Support prior releases of the Tyler Software Products in accordance with Tyler's then -current release life cycle policy. 5. Limitations and Exclusions. Maintenance fees do not include installation or implementation of the Tyler Software Products, onsite support (unless Tyler cannot remotely correct a defect in a Tyler Software Product), application design, other consulting services, support of an operating system or hardware, and support outside Tyler's normal business hours. 6. City Responsibilities, 6.1 City shall provide, at no charge to Tyler, full and free access to the Tyler Software Products; working space; facilities within a reasonable distance from the equipment; and use of machines, attachments, features, or other equipment necessary to provide maintenance services set forth herein. Tyler Technologies, Inc. Page A-3-2 6.2 Tyler currently utilizes "Go To Assist" as a secure commercial PC to PC remote connectivity tool to provide remote maintenance services. City shall maintain for the duration of the Agreement a high-speed Internet connection capable of connecting to City's PC's and server. Tyler strongly recommends that City also maintain a modem or VPN for backup connectivity purposes. Tyler, at its option, will use the connection to assist with problem diagnosis and resolution. Tyler Technologies, Inc. Page A-3-3 ATTACHMENT 4 TO EXHIBIT A ACCEPTANCE TESTING Following proper implementation of the Tyler Software Products, the City will perform acceptance tests provided by Tyler for the purpose of determining that the Tyler Software Products perform substantially in accordance with its User Guides or, in the case of modifications or new software/interface development, substantially in accordance with the mutually agreed functional requirements for such software. Upon the Go Live date of the final implementation phase, if the Tyler Software Products, including newly developed software or interfaces, substantially perform according to the acceptance tests, the City shall notify Tyler within five (5) days, and the date of notification shall be the acceptance date. If the City fails to notify Tyler of a failure to substantially perform according to the acceptance tests within thirty (30) days of the Go - Live date of the final implementation phase, the Tyler Software Products shall be deemed accepted by Client. If, within thirty (30) days of the Go Live date of the final implementation phase, the City notifies Tyler in writing and demonstrates to Tyler that the Tyler Software have not substantially met the acceptance tests, Tyler shall make corrections and modifications to the Tyler Software Products in accordance with this Agreement so as to meet such criteria. Such corrections and modifications will be accomplished on a timely basis to make the Tyler Software Products ready for retesting by City. The City shall repeat the acceptance tests as soon as reasonably requested by Tyler, and City shall notify Tyler within five (5) days after such tests have been conducted if and when the Tyler Software Products are accepted. In the event that the Tyler Software Products (or parts thereof) do not pass the applicable acceptance test(s), City may issue a conditional acceptance, upon terms acceptable to both parties, which will permit utilization in a production environment and continued correction by Tyler in accordance with this provision. If City declines to grant conditional acceptance, then City may terminate this Agreement in accordance with termination section of the Agreement. Otherwise, the date of the last such test shall be the acceptance date. In the event the Tyler Software Products (or parts thereof) do not pass the applicable acceptance test(s), but are utilized by City in a production environment for a period of thirty (30) consecutive days, the Tyler Software Products shall be deemed accepted for all purposes, as if the Tyler Software Products had successfully passed such acceptance test(s). Tyler Technologies, Inc. Page A-4-1 EXHIBIT B INVESTMENT SUMMARY Please see following pages. Tyler Technologies, Inc. Page B-1 0 0 0 ld O N O O O D O V O d•. d M (f� p C N 4 G d C J h h6 z 10: V c 0 o [t a o N' s n see 0 0 0 ld O Q) O O O D O OI O d•. 0 h h6 tai 10: V 4 [t N N N' : KY M M(6 M N N N: :.. fA EA H3 H3 4H EA: f9 (fl VY : fA: to 0 0 0 0' 0 0': 0 0 O 4T M. O o. fA fA '.:00. KT V}:. fA E9 N io N» �. (n w +», ca sN v O O O (7 O l i to : t to m m{ N rIZ O b b 6 N r 0 :W. 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Fzi 45, h V C b O w xEl a5 y .� a 'cdq� "O O ai N O .'�' Phi FO C) � ❑N � Y �.*U.� v No avi b u •o o w _� N �" .2 b o H 'g G U v❑ N y 0 'b 7 v� t O .}i •m = F� 6 0 P, m 'd `� � by .H N w0q � � ��" O A � w0 ''pU pp C y U •G P. w •i( � itl v � yC�,O v � Y G v � '[ 'O H .� O '� C 0. •cy^iC,4N .N •J A m A^ '� v y 'qOU (?,' v v 1.9 ' F. oz o !a « v J U req >p U F o H w U ro F•5 I 3 m v 0 ATTACHMENT 1 TO EXHIBIT B COMPENSATION SCHEDULE 1. Pavment Terms Tyler shall invoice City $214,865 upon the Effective Date. Such amount equals twenty five percent (25%) of the Tyler software license fees. Tyler shall invoice City $429,730 when Tyler has made the Tyler Software Products available to City for downloading. Such sum equals fifty percent (50%) of the Tyler software license fees. Tyler shall invoice City $214,865 sixty (60) days following the earlier of the Phase V Go Live Date or August 1, 2016. Such amount equals twenty five percent (25%) of the Tyler software license fees in the Investment Summary. The foregoing notwithstanding, should accomplishment of the Phase V Go Live Date be delayed due solely to Tyler's failure to perform, City will be entitled to delay payment this last twenty five percent (25%) of Tyler software license fees an amount of time equal to such delay. Tyler shall invoice City Hardware fees upon delivery of the respective Hardware. Tyler shall invoice City $30,000 upon of the installation date of the Tyler Software Products. Such sum equals one hundred percent (100%) of the year 1 OS/DBA Contract Services fee. OS/DBA Contract Services will renew automatically for additional one (1) year terms at Tyler's then -current OS/DBA fee unless terminated in writing by either party at least fifteen (15) days prior to the end of the then -current term. Tyler shall invoice the Project Planning Services fee of $13,000 upon delivery of the Implementation Planning document. Fees for Business Process Consulting are payable fifty percent (50%) upon delivery of Best Business Practices write up and fifty percent (50%) upon delivery of desktop procedure documents, by module as listed in the Investment Summary. Fee for Change Management Consulting Solution is payable fifty percent (50%) upon commencement of the service and fifty percent (50%) upon completion of the service. The Dedicated Half -Time (50%) Project Management Fee of $360,000 shall be invoiced in thirty (30) equal installments of $12,000 commencing on the Effective Date. Unless otherwise indicated, Tyler shall invoice City fees for Services, plus expenses, if and as provided/incurred. Tyler shall invoice a fifty percent (50%) deposit for custom modifications and interfaces ("Modifications') upon delivery of specifications and fifty percent (50%) upon delivery of Modification. Tyler will perform a Modification upon receipt of written notice to proceed from City. City will have thirty (30) days from delivery of a Modification to test such Modification. In the event City does not report an issue with such Modification to Tyler within such thirty (30) day period, the Modification will be deemed in compliance with the specifications. Tyler Technologies, Inc. Page B-1-1 Travel expense shall be billed at the rates identified in Tyler's Business Travel Policy attached hereto as Attachment 2 to Exhibit B in an amount not to exceed $367,200. The not to exceed amount is based on trips being scheduled no less than two (2) weeks in advance of the date of service, trips of no less than three (3) consecutive days, and adherence to the mutually agreed scope of the project. The year 1 Tyler software maintenance fees of $166,698 for the one (1) year period commencing upon installation of the Tyler Software Products are hereby waived. Subsequent annual Maintenance fees will be due on the anniversary of the installation date of the Tyler Software Products. Year 1 Subscription fee for Postal Express will be invoiced when Tyler makes the service available to City. Subsequent subscription fees will be due upon each anniversary of such date. Payments shall be due and payable in accordance with Section 5 of the Agreement and this Attachment 1 to Exhibit B. Tyler maintains an escrow agreement with an escrow services company under which Tyler places the source code of each major release of the Tyler Software Products. At City's request, Tyler will add City as a beneficiary to such escrow agreement. City will pay the annual beneficiary fee (currently $756) directly to the escrow services company and is solely responsible for maintaining its status as a beneficiary. The Escrow Agreement is attached hereto as Exhibit I and incorporated herein by reference. Upon City request and Tyler consent (not to be unreasonably withheld), Tyler shall adjust downward the annual maintenance fees should there be a significant decrease in the quantifiable factors that formed the original basis of the license/maintenance fees (i.e. size of City budget, number of staff, and number of utility customers. Tyler Technologies, Inc. Page B-1-2 ATTACHMENT 2 TO EXHIBIT B BUSINESS TRAVEL POLICY Air Travel A. Reservations & Tickets Tyler's Travel Management Company (TMC) will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee's total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee's total trip duration, the connecting flight should be accepted. Employees are encouraged to make reservations far enough in advance to take full advantage of discount opportunities. A seven day advance booking requirement is mandatory. When booking less than seven days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is scheduled to exceed six hours, only economy or coach class seating is reimbursable. B. Baggage Fees Reimbursement of personal baggage charges are based on the trip duration as follows • Up to five days = one checked bag • Six or more days = two checked bags Baggage fees for sports equipment are not reimbursable. 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 require their use. When renting a car for Tyler business, employees should select a "mid-size" or "intermediate" car. "Full" size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; additional insurance on the rental agreement should be declined. C. Public Transportation Tyler Technologies, Inc. Page B-2-1 Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately. D. Parking & Tolls When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented. 3. Lodging Tyler's TMC will select hotel chains that are well established, reasonable in price and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. "No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's cancellation policy. Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status are in accordance with the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates range from $46 to $71. A complete listing is available at www.gsa._qov/l)erdiem. A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Depart after 12:00 noon Return Day Return before 12:00 noon Return between 12:00 noon & 7:00 p.m. Return after 7:00' p.m. Lunch and dinner Dinner Breakfast Breakfast and lunch Breakfast, lunch and dinner Tyler Technologies, Inc. Page B-2-2 `7:00 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 is defined as direct travel time and does not include time taken to stop for dinner 5. Entertainment All entertainment expenses must have a business purpose; a business discussion must occur either before, after or during the event in order to qualify for reimbursement. The highest-ranking employee present at the meal must pay for and submit entertainment expenses. An employee who submits an entertainment expense for a meal or participates in a meal submitted by another employee cannot claim a per diem for that same meal. 6. 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. Effective Date: April 1, 2012 Tyler Technologies, Inc. Page B-2-3 EXHIBIT C SOFTWARE LICENSE AGREEMENT WITH TYLER TECHNOLOGIES, INC. 1. License Grant. 1.1 Upon the Effective Date, Tyler hereby grants to City a non-exclusive, non- transferable, royalty -free, revocable license to use the Tyler software products set forth in the investment summary attached hereto as Exhibit A ("Investment Summary") and related interfaces (collectively, the "Tyler Software Products") and Tyler user guides provided in or with the Tyler Software Products ("User Guides") for City's internal business purposes only and otherwise subject to the terms and conditions of this Agreement. This license is revocable by Tyler if City fails to comply with the terms and conditions of this Agreement, including without limitation, City's failure to timely pay the Software fees in full. Upon City's payment in full for the Tyler Software Products, this license will become irrevocable, subject to the restrictions on use and other terms set forth in this Agreement. 1.2 Tyler shall retain ownership of, including all intellectual property rights in and to, the Tyler Software Products and User Guides. 1.3 The Tyler Software Products are not licensed to perform functions or processing for subdivisions or entities that were not disclosed to Tyler prior to the Effective Date. 1.4 The right to transfer the Tyler Software Products to a replacement hardware system is included in this Agreement. City shall pay Tyler for the cost of new media or any required technical assistance to accommodate the transfer. City shall provide advance written notice to Tyler of any such transfer. 1.5 City acknowledges and agrees that the Tyler Software Products and User Guides are proprietary to Tyler and have been developed as trade secrets at Tyler's expense. City shall use best efforts to keep the Tyler Software Products and User Guides confidential and to prevent any misuse, unauthorized use or unauthorized disclosure of the Tyler Software Products or User Guides by any party. 1.6 The Tyler Software Products may not be modified by anyone other than Tyler. if City modifies the Tyler Software Products without Tyler's prior written consent, Tyler's obligations to provide maintenance services on, and the warranty for, the Tyler Software Products will be void. City shall not perform decompilation, disassembly, translation or other reverse engineering on the Tyler Software Products. 1.7 City may make copies of the Tyler Software Products for archive purposes only. City shall repeat any and all proprietary notices on any copy of the Tyler Software Products. City may make copies of the Tyler User Guides for internal use only. Tyler Technologies, Inc. Page C-1 1.8 Tyler maintains an escrow agreement with an escrow services company under which Tyler places the source code of each major release of the Tyler Software Products. At City's request, Tyler will add City as a beneficiary to such escrow agreement. City will pay the annual beneficiary fee (currently $756) directly to the escrow services company and is solely responsible for maintaining its status as a beneficiary. Release and use of the Source Code is subject to the escrow agreement attached hereto as Exhibit I. 1.9 In the event City acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler applications only. If City wishes to use Tyler Content Management software with non -Tyler applications, City must purchase or upgrade to Tyler Content Manager Enterprise Edition. 2. License Fees. 2.1 City agrees to pay Tyler, and Tyler agrees to accept from City as payment in full for the license granted herein, the Software fees set forth in the Investment Summary included in Exhibit B. 3. Verification of the Tyler Software Products. City shall select one (1) of the following two (2) options within thirty (30) days of installation by providing written notice to Tyler in accordance with Section 26 of the Agreement: 3.1 Within sixty (60) days after the Tyler Software Products have been installed on City's hardware, Tyler shall verify the Tyler Software Products by demonstrating to City that the Tyler Software Products perform all of the functions set forth in Attachment 1 to Exhibit A, Verification Test, which demonstration will constitute verification that the Tyler Software Products substantially conform to the then -current Tyler User Guides and the functional descriptions of the Tyler Software Products in Tyler's written proposal to City; or 3.2 Within sixty (60) days after the Tyler Software Products have been installed on City's hardware, City shall use its own process to verify that the Tyler Software Products perform all of the functions set forth in Attachment 1 to Exhibit A, "Verification Test", which will constitute verification that the Tyler Software Products substantially conform to the then -current Tyler User Guides and the functional descriptions of the Tyler Software Products in Tyler's written proposal to City. 3.3 Verification as described herein will be final and conclusive except for latent defect, fraud, and a gross mistake that amounts to fraud. In the event verification is not final and conclusive, pursuant to this paragraph, Tyler will correct the cause thereof. In the event Tyler cannot correct the cause thereof, City may invoke its rights under Section 4 below. Tyler Technologies, Inc. Page C-2 3.4 Tyler shall promptly correct any functions of the Tyler Software Products that failed verification. 4. Limited Warranty. For the purposes of this Agreement, a "Defect" is defined as a failure of the Tyler Software Products to substantially conform to the then -current Tyler User Guides and the functional descriptions of the Tyler Software Products in Tyler's written proposal to City attached hereto as Exhibit G. In the event of conflict between the afore -mentioned documents, the then -current Tyler User Guides will control. A Tyler Software Product is "Defective" if it contains a Defect. For as long as a current Maintenance Agreement is in place, Tyler warrants that the Tyler Software Products will not contain Defects. If the Tyler Software Products do not perform as warranted, Tyler will use reasonable efforts, consistent with industry standards, to cure the Defect in accordance with Tyler's then - current support call process (Tyler's current support call process is set forth in the document attached hereto as Attachment 2 to Exhibit A). Should Tyler be unable to cure the Defect or provide a replacement product, City will be entitled to a refund of the Software fee paid for the Defective Tyler Software Product, as depreciated on a straight-line basis over a seven (7) year period commencing on August 1, 2016, which will be City's sole remedy should Tyler be unable to cure the Defect or provide a replacement product. 5. Intellectual Property Infringement Indemnification. 5.1 Tyler's Obligations. Tyler shall defend and indemnify City against any claim by an unaffiliated third party of this Agreement that a Tyler Software Product, if used within the scope of this Agreement, directly infringes that party's registered United States patent, copyright or trademark issued and existing as of the Effective Date or as of the distribution date of a release to the Tyler Software Product, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in writing. 5.2 City's Obligations. Tyler obligations in this section are contingent on the City performing all of the following in connection with any claim as described herein: 5.2.1 Promptly notifies Tyler in writing of any such claim; 5.2.2 Gives Tyler reasonable cooperation, information, and assistance in connection with the claim; and 5.2.3 Consents to Tyler's sole control and authority with respect to the defense, settlement or compromise of the claim. 5.3 Exceptions to Tyler's Obligations. Tyler will have no liability hereunder if the claim of infringement or an adverse final judgment rendered by a court of competent jurisdiction results from: Tyler Technologies, Inc. Page C-3 5.3.1 City's use of a previous version of a Tyler Software Product and the claim would have been avoided had City used the current version of the Tyler Software Product of which it had received advance notice of availability and reasonable opportunity to implement; 5.3.2 City's combining the Tyler Software Product with devices or products not provided, recommended or explicitly permitted by Tyler; 5.3.3 Use of a Tyler Software Product in applications, business environments or processes for which the Tyler Software Product was not designed or contemplated, and where use of the Tyler Software Product outside such application, environment or business process would not have given rise to the claim; 5.3.4 Corrections, modifications, alterations or enhancements that City made to the Tyler Software Product and such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement; 5.3.5 Use of the Tyler Software Product by any person or entity other than City or City's employees or such users who are reasonably expected to use or access the Tyler Software Products; or 5.3.6 City's willful infringement, including City's continued use of the infringing Tyler Software Product after City becomes aware that such infringing Tyler Software Product is or is likely to become the subject of a claim hereunder. 5.4 Remedv. 5.4.1 In the event a Tyler Software Product is, by a court of competent jurisdiction, finally determined to be infringing and its use by City is enjoined, Tyler will, at its election: (a) Procure for City the right to continue using the infringing Tyler Software Products; (b) Modify or replace the infringing Tyler Software Products so that it becomes non -infringing; or (c) Terminate City's license for the infringing Tyler Software Product and refund to City the Software fee paid for the infringing Tyler Software Product, as depreciated on a straight-line basis over a seven (7) year period commencing on the Effective Date. 5.4.2 The foregoing states Tyler's entire liability and City's sole and exclusive remedy with respect to the subject matter hereof. Tyler Technologies, Inc. Page C-4 EXHIBIT D .t •�r 1. Agreement to License or Sell Third Party Products. For the price set forth in the Investment Summary, Tyler agrees to license or sell and deliver to City, and City agrees to accept from Tyler the System Software and Hardware set forth in the Investment Summary (collectively, the "Third Party Products"). 2. License of System Software. 2.1 Upon City's payment in full of the System Software fees, Tyler shall grant to City and City shall accept from Tyler a non-exclusive, nontransferable, non -assignable license to use the System Software and related documentation for City's internal business purposes, subject to the terms and conditions set forth herein. 2.2 The developer of the System Software (each a "Developer", collectively "Developers") shall retain ownership of the System Software. 2.3 The right to transfer the System Software to a replacement hardware system is governed by the Developer. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to City. City shall provide advance written notice to Tyler of any such transfer. 2.4 City acknowledges and agrees that the System Software and related documentation are proprietary to the Developer and have been developed as trade secrets at the Developer's expense. City shall use best efforts to keep the System Software and related documentation confidential and to prevent any misuse, unauthorized use, or unauthorized disclosure of the System Software and related documentation by any party. 2.5 City shall not perform decompilation, disassembly, translation or other reverse engineering on the System Software. 2.6 City may make copies of the System Software for archive purposes only. City shall repeat any and all proprietary notices on any copy of the System Software. City may make copies of the documentation accompanying the System Software for internal use only. 3. Delivery. Unless otherwise indicated in the Investment Summary, the prices for Third Party Products include costs for shipment while in transit from the Developer or supplier to City. 4. Installation and Acceptance. Unless otherwise noted in the Investment Summary, the Tyler Software Product installation fee includes installation of the Third Party Products. Upon completion of installation, City will obtain from Tyler a certification of completion, or similar document, which will constitute City's Tyler Technologies, Inc. Page D-1 acceptance of the Third Party Products. Such acceptance will be final and conclusive except for latent defect, fraud, and a gross mistake as amount to fraud. 5. Site Requirements. City shall provide a suitable environment, location and space for the installation and operation of the Third Party Products; sufficient and adequate electrical circuits for the Third Party Products; and installation of all required cables. 6. Warranties. 6.1 Tyler is authorized by each Developer to grant licenses or sublicenses to the System Software. 6.2 Tyler warrants that each System Software product will be new and unused, and if City fully and faithfully performs each and every obligation required of it under this Third Party Product Agreement, City's title or license to each System Software product will be free and clear of all liens and encumbrances arising through Tyler. 6.3 City acknowledges and agrees that Tyler is not the manufacturer of the Third Party Products. As such, Tyler does not warrant or guarantee the condition or operating characteristics of the Third Party Products. Tyler hereby grants and passes through to City any warranty adjustments that Tyler may receive from the Developer or supplier of the Third Party Products. 7. Maintenance. 7.1 In the event City elects not to purchase through Tyler maintenance services on the System Software, it will be the responsibility of City to repair and maintain the System Software and purchase enhancements as necessary after acceptance. 7.2 In the event City elects to purchase through Tyler maintenance services on the System Software, Tyler will facilitate resolution of a defect in a System Software product with the Developer. 7.3 In the event the Developer charges a fee for future System Software release(s), City will be required to pay such fee, upon written amendment to the Agreement. Tyler Technologies, Inc. Page D-2 EXHIBIT E ADOBE END USER LICENSE AGREEMENT ADOBE SYSTEMS INCORPORATED ADOBE CENTRAL OUTPUT SOFTWARE Software License Agreement NOTICE TO USER: THIS LICENSE AGREEMENT GOVERNS INSTALLATION AND USE OF THE ADOBE SOFTWARE DESCRIBED HEREIN BY LICENSEES OF SUCH SOFTWARE. INSTALLATION AND USE OF THE SOFTWARE IS NOT PERMITTED UNLESS ADOBE HAS GRANTED LICENSEE THE RIGHT TO DO SO AS SEPARATELY PROVIDED IN WRITING BY ADOBE. LICENSEE AGREES THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE. BY CLICKING TO ACKNOWLEDGE AGREEMENT TO BE BOUND DURING REVIEW OF AN ELECTRONIC VERSION OF THIS LICENSE, OR DOWNLOADING, COPYING, INSTALLING OR USING THE SOFTWARE, LICENSEE ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT INSTALLS AND USES THE SOFTWARE AND ANY PERSON OR ENTITY (E.G., SYSTEM INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT INSTALLS OR USES THE SOFTWARE ON ANOTHER PERSON'S OR ENTITY'S BEHALF. LICENSEE'S RIGHTS UNDER THIS AGREEMENT MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS IN A SEPARATE WRITTEN AGREEMENT WITH ADOBE THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT. Definitions 1.1 "Adobe" means Adobe Systems Incorporated, a Delaware corporation, 345 Park Avenue, San Jose, California 95110, if subsection 9(a) of this Agreement applies; otherwise it means Adobe Systems Software Ireland Limited, 4-6 Riverwalk, Citywest Business Campus, Saggart, Dublin 24, Ireland, a company organized under the laws of Ireland and an affiliate and licensee of Adobe Systems Incorporated. 1.2 "Authorized Users" means employees and individual contractors (i.e., temporary employees) of Licensee. 1.3 "Computer' means one or more central processing units ("CPU") in a hardware device (including hardware devices accessed by multiple users through a network ("Server")) that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. 1.4 "Deliver" means to transmit data directly or indirectly over a network to a printing device or any other device for the purpose of printing. 1.5 "Development Software" means Software licensed for use in a technical environment solely for internal development and testing and not for use as Production Software. 1.6 "Disaster Recovery Environment" means Licensee's technical environment designed solely to allow Licensee to respond to an interruption in service due to an event beyond Licensee's control that creates an inability on Licensee's part to provide critical business functions for a material period of time. 1.7 "Documentation" means the user manuals and/or technical publications as applicable, relating to installation, use and administration of the Software. Tyler Technologies, Inc. Page E-1 1.8 "Internal Network" means Licensee's private, proprietary network resource accessible only by Authorized Users. "Internal Network" specifically excludes the Internet (as such term is commonly defined) or any other network community open to the public, including membership or subscription driven groups, associations or similar organizations. Connection by secure links such as VPN or dial up to Licensee's Internal Network for the purpose of allowing Authorized Users to use the Software should be deemed use over an Internal Network. 1.9 "License Metric" means each of the per-unit metrics used by Adobe in connection with the licensed quantities identified as separately provided in writing by Adobe to describe the scope of Licensee's right to use the Software. One or more of the following types of License Metrics applies to each Software Product as further provided herein: (a) Per -Computer. Licensee may install and use the Adobe Output Designer software on no more than the licensed number of Computers. (b) Per -User. The total number of Authorized Users that directly or indirectly request or receive content that has been processed by the Software may not exceed the licensed quantity of users. (c) Per -Server. The total number of Servers on which the Software is installed may not exceed the licensed quantity of Servers. 1.10 "Location" means a specific building or physical location as identified by its unique street address. 1.11 "Production Software" means Software licensed for productive business use. 1.12 "SDK Components" means the sample software code, application programming interface, header files and related information, and the file format specifications, if any, included as part of the Software as described in the Documentation or a "Read Me" file accompanying the applicable Software. 1.13 "Software" means the object code version of the software program(s) specified in a separate written agreement signed by Adobe, including all Documentation and other materials provided by Adobe to Licensee under this Agreement. The term "Software Product" may also be used to indicate a particular product, and otherwise has the same meaning as Software. 2. License. Subject to the terms and conditions of this Agreement, Adobe grants to Licensee a perpetual, non-exclusive license to install and use the Software delivered hereunder according to the terms and conditions of this Agreement, on Computers connected to Licensee's Internal Network, on the licensed platforms and configurations, in the manner and for the purposes described in the Documentation. The following additional terms also apply to Licensee's use of the Software. 2.1 License Metric. Licensee's right to install and use the Software is limited based on whether the Software is licensed as Production Software or Development Software (as separately provided in writing by Adobe) and the License Metrics applicable to the particular Software Products licensed (as separately provided in writing by Adobe) and subject to the terms in Section 3, unless Licensee has licensed the Software for evaluation purposes, in which case the terms of Section 4 apply. Tyler Technologies, Inc. Page E-2 2.2 SDK Components. Licensee's Authorized Users may install and use the SDK Components for purposes of facilitating use of the Software in accordance with this Agreement. Licensee agrees that Licensee will treat the API Information with the same degree of care to prevent unauthorized disclosure to anyone other than Authorized Users as Licensee accords to Licensee's own confidential information, but in no event less than reasonable care. Licensee's obligations under this Section 2.2 with respect to the API Information shall terminate when Licensee can document that the API Information was in the public domain at or subsequent to the time it was communicated to Licensee by Adobe through no fault of Licensee's. Licensee may also disclose the API Information in response to a valid order by a court or other governmental body, when otherwise required by law, or when necessary to establish the rights of either party under this Agreement, provided Licensee gives Adobe advance written notice thereof. 2.3 Backup and Disaster Recover. Licensee may make and install a reasonable number of copies of the Software for backup and archival purposes and use such copies solely in the event that the primary copy has failed or is destroyed, but in no event may Licensee use such copies concurrently with Production Software or Development Software. Licensee may also install copies of the Software in a Disaster Recovery Environment for use solely in disaster recovery and nor for production, development, evaluation or testing purposes other than to ensure that the Software is capable of replacing the primary usage of the Software in case of a disaster. 2.4 Documentation. Licensee may make copies of the Documentation for use by Authorized Users in connection with use of the Software in accordance with this Agreement, but no more than the amount reasonably necessary. Any permitted copy of the Documentation that Licensee makes must contain the same copyright and other proprietary notices that appear on or in the Documentation. 2.5 Outsourcing. Licensee may sub -license use of the Software to a third party outsourcing or facilities management contractor to operate the Software on Licensee's behalf, provided that (a) Licensee provides Adobe with prior written notice; (b) Licensee is responsible for ensuring that any such contractor agrees to abide by and fully complies with the terms of this Agreement as they relate to the use of the Software on the same basis as applies to Licensee; (c) such use is only in relation to Licensee's direct beneficial business purposes as restricted herein; (d) such use does not represent or constitute an increase in the scope or number of licenses provided hereunder; and (e) Licensee shall remain fully liable for any and all acts or omissions by the contractor related to this Agreement. 2.6 Font Software. If the Software includes font software, then Licensee may (a) use the font software on Licensee's Computers in connection with Licensee's use of the Software as permitted under this Agreement; (b) output such font software on any output devices connected to Licensee's Computers; (c) convert and install the font software into another format for use in other environments provided that use of the converted font software may not be distributed or transferred for any purpose except in accordance with the transfer section in this Agreement; and (d) embed copies of the font software into Licensee's electronic documents for the purpose of printing and viewing the document, provided that if the font software Licensee is embedding is identified as "licensed for editable embedding" on Adobe's website at http://www.adobe.com/type/browser/legal/embeddingeuIa.htm1, Licensee may also embed copies of that font software for the additional limited purpose of editing Licensee's electronic documents. 2.7 Restrictions Tyler Technologies, Inc. Page E-3 (a) No Modifications, No Reverse Engineering. Licensee shall not modify, port, adapt or translate the Software. Licensee shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of Licensee's jurisdiction give Licensee the right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, that Licensee must first request such information from Adobe and Adobe may, in its discretion, either provide such information to Licensee or impose reasonable conditions, including a reasonable fee, on such use of the source code to ensure that Adobe's and its suppliers' proprietary rights in the source code for the Software are protected. (b) No Unbundling. The Software may include various applications, utilities and components, may support multiple platforms and languages and may be provided to Licensee on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to Licensee as a single product to be used as a single product on Computers and platforms as permitted herein. Licensee is not required to use all component parts of the Software, but Licensee shall not unbundle the component parts of the Software for use on different Computers. Licensee shall not unbundle or repackage the Software for distribution, transfer or resale. (c) No Transfer. Licensee shall not sublicense, assign or transfer the Software or Licensee's rights in the Software, or authorize any portion of the Software to be copied onto or accessed from another individual's or entity's Computer except as may be explicitly provided in this Agreement. Notwithstanding anything to the contrary in this Section 2.7(c), Licensee may transfer copies of the Software installed on one of Licensee's Computers to another one of Licensee's Computers provided that the resulting installation and use of the Software is in accordance with the terms of this Agreement and does not cause Licensee to exceed Licensee's right to use the Software under this Agreement. (d) Prohibited Use. Except as expressly authorized under this Agreement, Licensee is prohibited from: (i) using the Software on behalf of third parties; (ii) renting, leasing, lending or granting other rights in the Software including rights on a membership or subscription basis; and (iii) providing use of the Software in a computer service business, third party outsourcing facility or service, service bureau arrangement, network, or time sharing basis. (e) Export Rules. Licensee agrees that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as an export controlled item under the Export Laws, Licensee represents and warrants that Licensee is not a citizen of, or located within, an embargoed or otherwise restricted nation (including Iran, Iraq, Syria, Sudan, Libya, Cuba and North Korea) and that Licensee is not otherwise prohibited under the Export Laws from receiving the Software. All rights to install and use the Software are granted on condition that such rights are forfeited if Licensee fails to comply with the terms of this Agreement. 3. License Metrics and Limitations. 3.1 Adobe Central Output Server. If Licensee has licensed Adobe Central Output Server as Production Software or Development Software (as separately provided in writing by Adobe), then Adobe grants Licensee a license to install and use Adobe Central Output Server on a Per - Server basis, provided that Licensee is not permitted to Deliver output from the Production Software to more than ten (10) Locations per licensed Server. Tyler Technologies, Inc. Page E-4 3.2 Adobe Central Pro Output Server. If Licensee has licensed Adobe Central Pro Output Server, then Adobe grants Licensee a license to install and use Adobe Central Pro Output Server either (a) as Production Software on a Per -Server or Per -User basis (as separately provided in writing by Adobe), or (b) as Development Software on a Per -Server basis. When Adobe Central Pro Output Server is licensed as Production Software on a Per -Server basis, Licensee is not permitted to Deliver output from the Software Product to more than ten (10) Locations per licensed Server. 3.3 Adobe Output Pak for mySAP.com. If Licensee has licensed Adobe Output Pak for mySAP.com, then Adobe grants Licensee a license to install and use Adobe Output Pak for mySAP.com solely in connection with Adobe Central Pro Output Server for use with SAP software either (a) as Production Software on a Per -Server or Per -User basis (as separately provided in writing by Adobe), or (b) as Development Software on a Per -Server basis. Licensee's license to Adobe Output Pak for mySAP.com includes a license to install and use Adobe Central Pro Output Server subject to the terms of Section 3.2 of this Agreement. The following additional terms apply: 3.3.1 Per -Server License. If Licensee has licensed Adobe Output Pak for mySAP.com on a Per -Server basis, Licensee shall have the right to install and use Adobe Central Pro Output Server on one (1) Server unless Licensee obtains additional Per -Server licenses to the Adobe Central Pro Output Server. 3.3.2 Per -User License. If Licensee has licensed Adobe Output Pak for mySAP.com software on a Per -User basis, Licensee must obtain a number of Per -User licenses of Adobe Output Pak for mySAP.com not less than the number of Authorized Users who are authorized to access or use the SAP software. 3.4 Adobe Central Output Server Workstation Edition, If Licensee has licensed Adobe Central Output Server Workstation Edition, then Adobe grants Licensee a license to install and use Adobe Central Output Server Workstation Edition as Production Software on a Per -Computer basis. Licensee's use of the Adobe Central Output Server Workstation Edition shall be limited to use directly or indirectly initiated by an individual person (not an automated process) for the sole purpose of delivering output that has been processed by the Adobe Central Output Server Workstation Edition software to the person that initiated such use. 3.5 Adobe Output Designer. If Licensee has licensed Adobe Output Designer, then Adobe grants Licensee a license to install and use Adobe Output Designer as Production Software on a Per -Computer basis subject to the following additional terms: 3.5.1 Network Use. As an alternative to installing and using the Adobe Output Designer software on the Computer of each licensed Authorized User, Licensee may install and use the Adobe Output Designer software on a file server for the purpose of (a) permitting Authorized Users to download the software for installation and use on no more than the licensed number of Computers connected to Licensee's Internal Network, or (b) permitting Authorized Users to use the software using commands, data or instructions from a Computer connected to Licensee's Internal Network provided that the total number (not the concurrent number) of Authorized Users that use the software does not exceed one user for each of the licensed number of Computers. No other network use is permitted. 3.5.2 Limitation. Licensee shall be prohibited from using the templates, forms and other materials created using the Adobe Output Designer software with any software other than Adobe software. Tyler Technologies, Inc. Page E-5 3.6 Development Software License. This Section 3.6 applies only if Licensee has obtained a valid Development Software license to a Software Product. In addition to the other terms contained herein, Licensee's license to the Development Software is limited to use in Licensee's technical environment strictly for testing and development purposes and not for production purposes. Licensee may (a) install the Development Software on Servers connected to Licensee's Internal Network provided that the total number of Computers used to operate the Development Software does not exceed the licensed amount, and (b) permit Authorized Users to use the Development Software in accordance with this Agreement. 4. Evaluation of Software Products. This Section 4 applies only if Licensee has obtained a valid license to evaluate Software Products as separately provided in writing by Adobe or as indicated by the serial number Licensee enters upon installation. 4.1 License. In addition to the other terms contained herein, Licensee's license to evaluate any Software Product is limited to use strictly for Licensee's own internal evaluation purposes and not for production purposes, and is further limited to a period not to exceed sixty (60) days from the date Licensee obtains the Software Products. Licensee may (a) install the Software Products on one (1) Computer connected to Licensee's Internal Network, and (b) permit Authorized Users to use the Software Products to deliver content within Licensee's Internal Network. Licensee's rights with respect to the Software Products are further limited as described in Section 4.2. 4.2 Limitations. Licensee's rights to install and use Software Products under this Section 4 will terminate immediately upon the earlier of (a) the expiration of the evaluation period described herein, or (b) such time that Licensee purchases a license to a non -evaluation version of such Software Products. Adobe reserves the right to terminate Licensee's license to evaluate Software Products at any time in its sole discretion. Licensee agrees to return or destroy Licensee's copy of the Software Products upon termination of this Agreement for any reason. To the extent that any provision in this Section 4 is in conflict with any other term or condition in this Agreement, this Section 4 shall supersede such other term(s) and condition(s) with respect to the evaluation of Software Products, but only to the extent necessary to resolve the conflict. ADOBE IS LICENSING THE SOFTWARE PRODUCTS FOR EVALUATION ON AN "AS IS" BASIS AT LICENSEE'S OWN RISK. SEE SECTIONS 7 AND 8 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH GOVERN EVALUATION OF SOFTWARE PRODUCTS. 5. Intellectual Property Rights. The Software and any copies that Licensee is authorized by Adobe to make are the intellectual property of and are owned by Adobe Systems Incorporated and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Adobe Systems Incorporated and its suppliers. The Software is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. Except as expressly stated herein, this Agreement does not grant Licensee any intellectual property rights in the Software and all rights not expressly granted are reserved by Adobe. 6. Updates. if the Software is an upgrade or update to a previous version of the Software, Licensee must possess a valid license to such previous version in order to use such upgrade or update. All upgrades and updates are provided to Licensee on a license exchange basis. Licensee agrees that by using an upgrade or update Licensee voluntarily terminates Licensee's right to use any previous version of the Software. As an exception, Licensee may continue to use previous versions of the Software on Licensee's Computer after Licensee uses the upgrade Tyler Technologies, Inc. Page E-6 or update but only to assist Licensee in the transition to the upgrade or update, provided that the upgrade or update and the previous versions are installed on the same computer. Upgrades and updates may be licensed to Licensee by Adobe with additional or different terms. 7. WARRANTY 7.1. Warranty. Adobe warrants to Licensee that the Software will perform substantially in accordance with the Documentation for the ninety (90) day period following shipment of the Software when used on the recommended operating system, platform and hardware configuration. This limited warranty does not apply to evaluation software (as indicated in Section 4), patches, sample code, sample files and font software converted into other formats. All warranty claims must be made within such ninety (90) day period. If the Software does not perform substantially in accordance with the Documentation, the entire liability of Adobe and Licensee's exclusive remedy shall be limited to either, at Adobe's option, the replacement of the Software or the refund of the license fee paid to Adobe for the Software. 7.2 DISCLAIMER. THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY ADOBE AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR ADOBE'S, ITS AFFILIATES' OR ITS SUPPLIERS' BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE IN LICENSEE'S JURISDICTION, ADOBE, ITS AFFILIATES AND ITS SUPPLIERS PROVIDE THE SOFTWARE AS -IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING PERFORMANCE, SECURITY, NON -INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. 8. LIMITATION OF LIABILITY. EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE AND AS OTHERWISE PROVIDED IN SECTION 4, IN NO EVENT WILL ADOBE, ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE TO LICENSEE FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY EVEN IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. ADOBE'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. Nothing contained in this Agreement limits Adobe's liability to Licensee in the event of death or personal injury resulting from Adobe's negligence or for the tort of deceit (fraud). Adobe is acting on behalf of its affiliates and suppliers for the purpose of disclaiming, excluding and limiting obligations, warranties and liability, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this agreement, if any, or contact Adobe's Customer Support Department. Tyler Technologies, Inc. Page E-7 9. Governing Law. This Agreement, each transaction entered into hereunder, and all matters arising from or related to this Agreement (including its validity and interpretation), will be governed and enforced by and construed in accordance with the substantive laws in force in: (a) the State of California, if a license to the Software is purchased when Licensee is in the United States, Canada, or Mexico; or (b) Japan, if a license to the Software is purchased when Licensee is in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or (c) England, if a license to the Software is purchased when Licensee is in any other jurisdiction not described above. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 10. General Provisions. if any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. Updates may be licensed to Licensee by Adobe with additional or different terms. The English version of this Agreement shall be the version used when interpreting or construing this Agreement. This is the entire agreement between Adobe and Licensee relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software. 11. Notice to U.S. Government End Users. 11.1 Commercial Items. The Software and Documentation are "Commercial item(s)," as that term is defined at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished -rights reserved under the copyright laws of the United States. Adobe Systems Incorporated, 345 Park Avenue, San Jose, CA 95110-2704, USA. 11.2 U.S. Government Licensing of Adobe Technology. Licensee agrees that when licensing Adobe Software for acquisition by the U.S. Government, or any contractor therefore, Licensee will license consistent with the policies set forth in 48 C.F.R. Section 12.212 (for civilian agencies) and 48 C.F.R. Sections 227-7202-1 and 227-7202-4 (for the Department of Defense). For U.S. Government End Users, Adobe agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement. 12. Compliance with Licenses. Adobe may, at its expense, and no more than once every twelve (12) months, appoint its own personnel or an independent third party to verify the number of copies and installations, as well as usage of the Adobe software by Licensee. Any such verification shall be conducted upon seven (7) business days notice, during regular business Tyler Technologies, Inc. Page E-8 hours at Licensee's offices and shall not unreasonably interfere with Licensee's business activities. Both Adobe and its auditors shall execute a commercially reasonable non -disclosure agreement with Licensee before proceeding with the verification. If such verification shows that Licensee is using a greater number of copies of the Software than that legitimately licensed, or are deploying or using the Software in any way not permitted under this Agreement and which would require additional license fees, Licensee shall pay the applicable fees for such additional copies within thirty (30) days of invoice date, with such underpaid fees being the license fees as per Adobe's then -current, country specific, license fee list. If underpaid fees are in excess of five percent (5%) of the value of the fees paid under this Agreement, then Licensee shall pay such underpaid fees and Adobe's reasonable costs of conducting the verification. 13. Third -Party Beneficiary. Licensee acknowledges and agrees that Adobe's licensors (and/or Adobe if Licensee obtained the Software from any party other than Adobe) are third party beneficiaries of this Agreement, with the right to enforce the obligations set forth herein with respect to the respective technology of such licensors and/or Adobe. Adobe is either a registered trademark or trademark of Adobe Systems Incorporated in the United States and/or other countries. Tyler Technologies, Inc. ERP & School Division By: _ L,-,=� - 4d4;;4 � Name: -1c-wes �T, T Title: V,`c e Pres; I-4 ap Date: S —A t - City of Newport Beach By: ; 2 Q ;j t x Name: E Cr?S Title: O r Date: 3• fo • 6 Tyler Technologies, Inc. Page E-9 WNVffff INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Tyler's indemnification of City, and prior to commencement of Work, Tyler shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form reasonably satisfactory to City. Tyler agrees to provide insurance in accordance with requirements set forth here. If Tyler uses existing coverage to comply and that coverage does not meet these requirements, Tyler agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Tyler shall maintain Workers' Compensation Insurance, statutory limits, and Employers Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Tyler shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Tyler shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, one million dollars ($1,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Tyler shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Tyler arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an Tyler Technologies, Inc. Page F-1 amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Professional Liability (Errors & Omissions) Insurance. Tyler shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of five million dollars ($5,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Tyler agrees to maintain continuous coverage through a period no less than three (3) years after completion of the Services required by this Agreement. E. Cyber Liability Insurance. Tyler shall maintain cyber liability insurance with limits of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual aggregate covering claims involving denial of service, denial of access, violation of right of privacy, privacy costs (privacy injury and identify theft), unauthorized access or use, replacement or restoration of electronic data (1St party) and extortion threats. Such coverage is required only if any products and/or services related to information technology (including hardware and/or software) are provided to City, and Tyler agrees to maintain continuous coverage from the Effective Date through a period of no less than three (3) years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. Workers Compensation insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Tyler or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Tyler hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors, if any. B. Additional Insured Status. The Commercial General Liability policy shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policy. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis as between Tyler and the City for claims for which Tyler is liable and, in such situations, shall not require contribution from any insurance or self-insurance maintained by City. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: Tyler Technologies, Inc. Page F-2 A. Evidence of Insurance. Tyler shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein. Insurance certificates and endorsements must be approved by City's Risk Manager (with such approval not to be unreasonably withheld) prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, should circumstances warrant such request, i.e., litigation. B. Enforcement of Agreement Provisions. Tyler acknowledges and agrees that any actual or alleged failure on the part of City to inform Tyler of Tyler's non-compliance with any insurance requirement hereunder imposes no additional obligations on City nor does it waive any rights hereunder. C. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. D. City Remedies for Non -Compliance. If Tyler or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation to terminate this Agreement, or to suspend Tyler's right to proceed until proper insurance is provided. E. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. F. Tyler's Insurance. Tyler shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. G. Notice of Cancellation. Tyler shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. Tyler Technologies, Inc. Page F-3 Incorporated by reference. Tyler Technologies, Inc. Page G-1 ATTACHMENT 1 TO EXHIBIT G REQUESTS FOR CLARIFICATION Please see following pages. Tyler Technologies, Inc. Page G-1-1 Onf T,,., D.1 = Yarmouth. NIE 040` 6 R 86().'t72.2e60 F: 207,781,2459 Request for Clarification - City of Newport Beach, CA March 13, 2014 At both site visits last year, Tyler employees stated that the Employee Reimbursement module will allow only tax exempt or taxable reimbursements, not a combination. We have both types of reimbursements. On the call last week, Tyler staff said that we can use Employee Reimbursement for both tax exempt or taxable reimbursements. Due to the conflicting answers, we want to make sure that the functionality does indeed support our needs. If it does not, it is likely that we'll need to post employee reimbursements by running a separate payroll and identifying the tax v. non -tax by paycode. Is the use of Employee Reimbursement then just to have to work flow? Please provide an affirmative response about the functionality. Tyler Response — This is functionality that was introduced in recent versions of Munis. Within Employee Expense, sites can indicate which employee expense reimbursement codes are subject to tax and which are not. Tax will be calculated and withheld on those expense codes that are subject to tax. During the call last week, Tyler indicated the presences of a pre -pay function. Tyler indicated that payments issued in the current fiscal year that should be recorded to the next fiscal year can be set up to expense that way, however, Tyler couldn't answer how the cash entry would work. Can you please provide some detail on how the system holds such data to be applied (correctly) to the following year? Tyler Response —During the holding -year -open period (2 years open), all transactions (with proper permissions) can be coded to post in either the current year or in the next year. During this time, invoices for both fiscal years would need to be divided into separate batches (CY batch and a NY batch). When NY batches are posted, the expenses are recorded to the GL to the NY, and when those invoices are paid, cash is also posted to NY. Although we call it 'holding year open", NY transactions are not placed in a different holding area, all posted transactions will create actual GL journals that post to the correct period of the NY, and GL reports can be run on those NY periods. The answers last week to most of our reporting questions was that we can write the reports ourselves. We want assurance that sufficient training and documentation will be provided to accomplish this during and after the implementation. Can you provide us with some examples of your product documentation or is this developed, with the assistance of Tyler, by our own staff during implementation? Understanding that every city has different business rules and configuration settings, is there at least template from which to begin the documentation process? Any examples would be appreciated. Tyler Response—Please find attached a typical Tyler Reporting Services Training syllabus for 3 days, a Sample Tyler Reporting Services Intro Training Agenda, Lab Exercises and our Munis Y:.,vroutn, ME 0-4096 P: 900, 7722260 F: 207,787.2559 Reporting !Hews. Currently, the City's Investment Summary accounts for 3 full days Tyler Reporting Services training (included in the Munis Analytics & Reporting line item). Finally, there are two reports required by the Bureau of Labor Statistics (BLS) that we need the Tyler product to produce for us. Since this requirement applies to public agencies, can we assume that Tyler has these reports available for our use? The first is called the Multiple Worksite Report and it is filed quarterly. It provides the number of employees each month and the quarterly wages by worksite. The second report is the Total Employees Type and Gender Report. This report is filed monthly and indicates full-time and part-time employee counts by gender. We file the reports online via the BLS website, so we don't have a sample. We can provide a screen shot, if needed. Tyler Response— Munis currently produces the Multiple Worksite Report. In regards to the second report, "The Employee Type and Gender" report we could not find this report on the Bureau of Labor Statistics website. We would request that the City of Newport Beach submit a screen shot or link to the specifications. With that being said, many of our clients are using our exports and "find" functionality to produce totals by various criteria to input into the BLS website. For instance, you can find all employee master records by female gender and any other criteria and you'd have a total to input into their website. EXHIBIT H CITY REQUEST FOR PROPOSAL Incorporated by reference. Tyler Technologies, Inc. Page H-1 EXHIBIT I SOURCE CODE ESCROW AGREEMENT See following pages. Tyler Technologies, Inc. Page 1-1 EFFECTIVE DATE: �—y �y NUmRDEPOSTTACCOUliTNumuR: U -�! (5 v3 THREE -PARTY MASTER DEPOsmR ESCROW SERPICE AGREEMENT 1. Introduction. This Three -Party Master Depositor Escrow Service Agreement (the "Agreement") is entered into by and between Tyler Technologies, Inc., ("Depositor"), and by any additional parry enrolling as a "Beneficiary" upon execution of the Beneficiary Enrollment Form attached as Exhibit E to this Agreement and by Iron Mountain Intellectual Property Management, Inc. ('Iron Mountain'. Beneficiary, Depositor, and Iron Mountain may be referred to individually as a "Party" or collectively as the 'Parties" throughout this Agreement (a) The use of the term "services" in this Agreement shall refer to Iron Mountain services that facilitate the creation, managememt and enforcement of software or other technology escrow accounts as described in Exhibit A attached hereto ("Servfces'q. A Party shall request Services under this Agreement by submitting a work request for certain Iron Mountain Services ("Work Request") via written instruction or the online portal maintained at the website located at www.ironmountainconnect.com or other websites owned or controlled by Iron Mountain that are linked to that website (collectively the "Iron Mountain Website"). (b) The Beneficiary and Depositor have, or will have, entered into a license agreement or other agreement conveying intellectual property rights to the Beneficiary ("I.feense Agreement"), and the Parties intend this Agreement to be considered as supplementary to the License Agreement, pursuant to Title 11 United States [Bankruptcy] Code, Section 365(n). 2. Depositor Responsibilities and Representations. (a) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other materials covered under this Agreement ("Deposit Material") to Iron Mountain within thirty (30) days of the Effective Date. Depositor may also update Deposit Material from time to time during the Term of this Agreement provided a minimum of one (1) complete and functional copy of Deposit Material is deposited with Iron Mountain at all times. At the time of each deposit or update, Depositor will provide an accurate and complete description of all Deposit Material sent to Iron Mountain via the Iron Mountain Website or using the form attached hereto as Exhibit B. (b) Depositor represents that it lawfully possesses all Deposit Material provided to Iron Mountain under this Agreement free of any liens or encumbrances as of the date of their deposit Any Deposit Material liens or encumbrances made after their deposit will not prohibit, limit, or alter the rights and obligations of Iron Mountain under this Agreement Depositor warrants that with respect to the Deposit Material, Iron Mountain's proper administration of this Agreement will not violate the rights of any third parties. (c) Depositor represents that all Deposit Material is readable and useable in its then current form; if any portion of such Deposit Material is encrypted the necessary decryption tools and keys to read such material are deposited contemporaneously. - (d) Depositor agrees, upon request by Iron Mountain, in support of Beneficiary's request for verification Services, to promptly complete and return the Escrow Deposit Questionnaire attached hereto as Exhibit Q. Depositor consents to Iron Mountain's performance of any level(s) of verification Services described in Exhibit A attached hereto and Depositor father consents to Iron Mountain's use of a subcontractor to perform verification Services. Any such subcontractor shall he bound by the same confidentiality obligations as from Mountain and shall not be a direct competitor to either Depositor or Beneficiary. Iron Mountain shall be responsible for the delivery of Services of any such subcontractor as if Iron Mountain had performed the Services. Depositor represents that all Deposit Material is provided with all rights necessary for Iron Mountain to verify such proprietary technology and materials upon receipt of a Work Request for such Services or agrees to use commercially reasonable efforts to provide Iron Mountain with any necessary use rights or permissions to use materials necessary to perform verification of the Deposit Material. Depositor agrees to reasonably cooperate with Iron Mountain by providing reasonable access to its technical personnel for verification Services whenever reasonably necessary. 3. Beneficiary Responsibilities and Representations. (a) Beneficiary acknowledges that, as between Iron Mountain and Beneficiary, Beneficiary assumes all responsibility for the completeness and functionality of all Deposit Material. (b) Beneficiary may submit a verification Work Request to Iron Mountain for one of more of the Services defined in Exhibit A attached hereto and further consents to Iron Mountain's use of a subcontractor if needed to provide such M3P D Rev. 06/01/08 02009 iron Mountain Incorporated. Page 1 of 13 Services. Beneficiary warrants that Iron Mountain's use of any materials supplied by Beneficiary to perform the verification Services described in Exhibit A is lawful and does not violate the rights of any third parties. 4. Iron Mountain Responsibilities and Representations. (a) Iron Mountain agrees to use commercially reasonable efforts to provide the Services requested by Authorized Person(s) (as identified in the "Authorized Person(s)/Notices Table" below) representing the Depositor and Beneficiary in a Work Request Iron Mountain may reject a Work Request (in whole or in part) that does not contain all required information at any time upon notification to the Party originating the Work Request. (b) Iron Mountain will conduct a visual inspection upon receipt of any Deposit Material and associated Exhibit B. If Iron Mountain determines that the Deposit Material does not match the description provided by Depositor represented in Exhibit B attached hereto, Iron Mountain will notify Depositor of such discrepancies and notate such discrepancy on the Exhibit B. (c) Iron Mountain will provide notice to the Beneficiary of all Deposit Material that is accepted and deposited into the escrow account under this Agreement (d) Iron Mountain will work with a Parry who submits any verification Work Request for Deposit Material covered under this Agreement to either fulfill any standard verification Services Work Request or develop a custom Statement of Work ("SOW'). iron Mountain and the rearresting Party will mutually agree in writing to a SOW on the following terns and conditions that include but are not limited to: description of Deposit Material to be tested; description of verification testing; requesting Party responsibilities; Iron Mountain responsibilities; Service Fees; invoice payment instructions; designation of the paying Party; designation of authorized SOW representatives for both the requesting Party and Iron Mountain with name and contact information; and description of any final deliverables, prior to the start of any fulfillment activity. After the start of fulfillment activity, each SOW may only be amended or modified in writing with the mutual agreement of both Parties, in accordance with the change control procedures set forth therein. (e) Iron Mountain will hold and protect all Deposit Material in pbysical or electronic vaults that are either owned or under the control of Iron Mountain, unless otherwise agreed to by the Parties. (1) Upon receipt of written instructions by Depositor, Iron Mountain will permit the replacement or removal of previously submitted Deposit Material. (g) Iron Mountain will return the Deposit Material to Depositor upon termination of this Agreement. If reasonable attempts to return the Deposit Material to Depositor are unsuccessful, Iron Mountain shall destroy the Deposit Material. 5. Payment The Party responsible for payment designated in Exhibit A ("Paying Parry") shall pay to Iron Mountain all fees as set forth in the Work Request ("Service Fees"). Except as set forth below, all Service Fees are due to Iron Mountain within forty- five (45) calendar days from the date of invoice in U.S. currency and are non-refimclable. Iron Mountain may update Service Fees with a ninety (90) calendar day written notice to the Paying Party during the Term of this Agreement Iron Mountain shall not increase Service Fees by more than eight percent (89/6) per year. The Paying Party is liable for any taxes related to Services purchased under this Agreement or shall present to Iron Mountain an exemption certificate reasonably acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible. Any undisputed Service Fees not collected by Iron Mountain when due shall bear interest untit paid at a rate of one percent (I %) per month (12% per annum) or the maximum rate permitted by law, whichever is less. Notwithstanding, the non-performance of any obligations of Depositor to deliver Deposit Material under the License Agreement or this Agreement, Iron Mountain is entitled to be paid all Service Fees that accrue during the Term of this Agreement 6. Temr _slid Jernabrathin. (a) The initial "Term" of this Agreement is for a period of one (1) year from the Effective Date ("Initial Term") and wHl automatically renew for additional one (1) year terms (each a "Renewal Term") and continue in full force and effect until one of the following events occur: (i) Depositor provides Iron Mountain with sixty (60) days' prior written notice ofits intent to cancel this Agreement; (ii) Beneficiary provides Iron Mountain and Depositor with sixty (60) days' prior written notice oftheir intent to terminate this Agreement; (iii) the Agreement terminates under another provision of this Agreement; or (iv) any time after the Initial Term, Iron Mountain provides one hundred eighty (180) days prior written notice to the Depositor and Beneficiary of iron Mountain's intent to terminate this Agreement During this notice period, Iron Mountain's Service Fees shall be paid by the Paying Party. If the Effective Date is not specified above, then the last date noted on the signature blocks of this Agreement shall be the Effective Date. (b) Unless the express terms of this Agreement provide otherwise, upon termination of this Agreement, Iron Mountain shall return the Deposit Material to the Depositor. If reasonable attempts to return the Deposit Material to Depositor are unsuccessful, Iron Mountain shall destroy the Deposit Material. M3P D Rev. 06/01/08 02008 Iron Mountain Incorporated. Page 2 of 13 (c) In the event of the nonpayment of undisputed Service Fees owed to Iron Mountain, Iron Mountain shall provide all Parties to this Agreement with written notice of Iron Mountain's intent to terminate this Agreement. Any Party to this Agreement shall have the right to make the payment to Iron Mountain to cure the default If the past due payment is not received in full by Iron Mountain within forty-five (45) calendar days of the date of such notice, then Iron Mountain shall have the right to terminate this Agreement at any time thereafter by sending written notice to all Parties. Iron Mountain shall have no obligation to take any action under this Agreement (except to those obligations that survive termination of this Agreement) so long as any undisputed Service Fees due Iron Mountain under this Agreement remain unpaid. Z GeneralIndemnity. Subject to Section 10 and 11, each Party shall defend, indemnify and hold harmless the others, their corporate affiliates and their respective officers, directors, employees, and agents and their respective successors and assigns from and against any and all claims, losses, liabilities, damages, and expenses (including, without limitation, reasonable attomeys' fees), arising under this Agreement from the negligent or intentional acts or omissions of the indemnifying Party or its subcontractors, or the officers, directors, employees, agents, successors and assigns of any ofthem- & Warranties. (a) IRON MOUNTAIN WARRANTS ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. AN AGGRIEVED PARTY MUST NOTIFYIRON MOUNTAIN PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES AND SUCH PARTY'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE RETURN OF THE PORTION OF THE FEES PAID TO IRON MOUNTAIN BY PAYING PARTY FOR SUCH NON -CONFORMING SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF TIE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LWI TATION OF LIABILITY SET FORTH IN THIS AGREEMENT. (b) Depositor warrants that all Depositor Information provided hereunder is accurate and reliable and undertakes to promptly correct and update such Depositor Information during the Term of this Agreement (e) Beneficiary warrants that all Beneficiary information provided hereunder is accurate and reliable and undertakes to promptly correct and update such Beneficiary Information during the Team of this Agreement. (d) Ownership Warranty. Depositor warrants that it is the owner or legal custodian of the Deposit Material and has full authority to store the Deposit Material and direct their disposition in accordance with the terms of this Agreement Depositor shall reimburse Iron Mountain for any expenses reasonably incurred by Iron Mountain (including reasonable legal fees) by reason of Iron Mountain's compliance with the instructions of Depositor in the event of a dispute concerning the ownership, custody or disposition of Deposit Material stored by Depositor with Iron Mountain. 9. Confidential Information. Iron Mountain shall have the obligation to reasonably protect the confidentiality of the Deposit Material. Except as provided in this Agreement Iron Mountain shall not use or disclose the Deposit Material, Iron Mountain shall not disclose the terms of this Agreement to any third party. If Iron Mountain receives a subpoena or any other order from a court or other judicial tribunal pertaining to the disclosure or release of the Deposit Material, Iron Mountain will immediately notify the Parties to this Agreement unless prohibited by law. Atter notifying the Parties, Iron Mountain may comply in good faithwith such order. It shall be the responsibility of Depositor or Beneficiary to challenge any such order; provided, however, that Iron Mountain does not waive its rights to present its position with respect to any such order. Iron Mountain will cooperate with the Depositor or Beneficiary, as applicable, to support efforts to quash or limit any subpoena, at such party's expense. Any Party requesting additional assistance shall pay Iron Mountain's standard charges or as quoted upon submission ofa detailed request. 10. Limitation ofLiab!RM NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, ALL LIABILITY, IF ANY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OF ANY PARTY TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT EQUAL TO ONE YEAR OF FEES PAID OR OWED I'O IRON MOUNTAIN UNDER THIS AGREEMENT. IF CLAIM OR LOSS IS MADE IN RELATION TO A SPECIFIC DEPOSIT OR DEPOSITS, SUCH LIABILITY SHALL BE LIMITED TO THE FEES RELATED SPECIFICALLY TO SUCH DEPOSITS. THIS LIMIT SHALL NOT APPLY TO ANY PARTY FOR (I) ANY CLAIMS OF M3P D Rev. 06701/08 02008 Iron Mountain Incorporated Page 3 of 13 INFRINGEMENT OF ANY PATENT, COPYRIGHT, OR TRADEMARK; (II) LIABILITY FOR DEATH OR BODILY INJURY; (III) PROVEN THEFT; OR (IV) PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 11. Consequential Damages Waiver. IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANOTHER PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA OR INFORMATION, ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EVEN IF THE POSSIBILITY THEREOF MAY BE KNOWN IN ADVANCE TO ONE OR MORE PARTIES 12. General. (a) Incomoration of Work Requests. All valid Depositor and Beneficiary Work Requests are incorporated into this Agreement. (b) Purchase Orders. In the event that the Paying Party issues a purchase order or other instrument used to pay Service Fees to Iron Mountain, any terms and conditions set forth in the purchase order which constitute terms and conditions which are in addition to those set forth in this Agreement or which establish conflicting terms and conditions to those set forth in this Agreement are expressly rejected by Iron Mountain. (c) Right to Make Copies. Iron Mountain shall have the right to make copies of all Deposit Material as reasonably necessary to perform the Services. Iron Mountain shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on Deposit Material onto any copies male by Iron Mountain. Any copying expenses incurred by Iron Mountain as a result of a Work Requestto copy will be borne by the Party requesting the copies. Iron Mountain may request Depositor's reasonable cooperation in promptly copying Deposit Material in order for Iron Mountain to perform Services. (d) Choice of Law. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the lacus of the State of Texas, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of laws. (e) Authorized Persons}. Depositor and Beneficiary must each authorize and designate one person whose actions will legally bind such party ("Authorized Person(s)" who shall be identified in the Authorized Person(s) Notices Table of this Agreement) and who may manage the Iron Mountain escrow account through the Iron Mountain Website or written instruction. The Authorized Person(s) for each the Depositor and Beneficiary will mahurrin the accuracy of their name and contact information provided to Iron Mountain during the term of this Agreement. (f) Right to Rely on Instructions. Iron Mountain may act in reliance upon any instruction, instrument, or signature reasonably believed by Iron Mountain to be genuine and from an Authorized Person(s), officer, or other employee of a Party. Iron Mountain may assume that such representative of a Party to this Agreement who gives any written notice, request, or instruction has the authority to do so. Iron Mountain will not be required to inquire into the truth or evaluate the merit of any statement or representation contained in any notice or document reasonably believed to be from such representative. With respect to Release and Destruction of Deposit Materials, Iron Mountain shall rely on an Authorized Person(s). (g) Force Maieure. No Party shall be liable for any delay or failure in performance due to events outside the defaulting Party's reasonable control, including without limitation acts of God, carthquake; labor disputes, shortages of supplies, riots, war, acts of terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused Party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay. (h) Notices. All notices regarding Exhibit C (release) shall be sent by commercial express mail or other comtnercially appropriate means that provide prompt delivery and require proof of delivery. All other correspondence, including invoices, payments, and other documents and communications, may be sent electronically or via regular mail. The Parties shall have the right to rely on the last known address of the other Parties. Any correctly addressed notice to last known address of the other Parties that is relied on herein that is refused, unclaimed, or undeliverable because of an act or omission of the Party to be notified as provided herein shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by electronic mail, the postal authorities by mail, through messenger or commercial express delivery services. (i) No W aiver. No waiver of rights under this Agreement by any Party shall constitute a subsequent waiver of this or any other right under this Agreement. (j} Assignment, No assignment of this Agreement by Depositor or Beneficiary or any rights or obligations of Depositor or Beneficiary under this Agreement is permitted without the writtenconsent of Iron Mountain, which shall not be M3F D Rev. 06/01/08 02008 Iron Mounts n Incorporated. Page 4 of 13 unreasonably withheld or delayed, provided, however, Depositor may, without the prior written consent of Iron Mountain, assign this Agreement in its entirety to the surviving entity of any merger or consolidation or to any purchaser of substantially all of the Depositor's assets. Iron Mountain shalt have no obligation in performing this Agreement to recognize any successor or assign of Depositor or Beneficiary unless Iron Mountain receives clear, authoritative and conclusive written evidence of the change of parties. No assignment of this Agreement by Iron Mountain or any rights or obligation of Iron Mountain under this Agreement is permitted without the written consent of Depositor, which shall not be unreasonably withheld or delayed, provided, however, that Depositor's consent shall not be required for any assignment of this Agreement to an Iron Mountain subsidiary or other IrortMoumam entity. (k) Severability. In the event any of the terms of this Agreement become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect If this paragraph becomes applicable and, as a result, the value of this Agreement is materially impaired for any Party, as determined by such Party in its sole discretion, then the affected Party may terminate this Agreement by written notice to the others. (1) Independent Contractor Relationship. Depositor and Beneficiary understand, acknowledge, and agree that Iron Mountain's relationship with Depositor and Beneficiary will be that of an independent contractor and that nothing in this Agreement is intended to or should be construed to create a padnership, joint venture, or employment relationship. (m) Attomevs' Fees. In any suit or proceeding between the Parties relating to this Agreement, the prevailing Party will have the right to recover from the other(s) it's costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in such judgment This provision is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any such judgment. (n) No Agency. No Party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other Parties or bind the other Parties in any respect whatsoever. (o) Disputes. Any dispute, difference or question relating to cruising among any of the Partics concerning the construction, meaning, effect or implementation of this Agreement or the rights or obligations of any Party hereof will be submitted to, and settled by arbitration by a single arbitrator chosen by the corresponding Regional Office of the American Arbitration Association in accordance with the Commercial Rules of the American Arbitration Association. The Parties in dispute shall submit briefs of no more than ten (10) pages and the arbitration hearing shall be limited to two (2) days maximum. The arbitrator shall apply Texas law. Unless otherwise agreed by the Parties, with agreement by Iron Mountain not to be unreasonably withheld, arbitration will take place in Dallas, Texas, U -SA. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator. Service of apetition to confirm the arbitration award may be made by regular mail or by commercial express mail, to the allomey for the Party or, if unrepresented, to the Party at the last known business address. If however, Depositor and/or Beneficiary refuse to submit to arbitration, the matter shall not be submitted to arbitration and Iron Mountain may submit the matter to any court of c unpetentjurisdiction for an interpleader or similar action. Unless adjudged otherwise, any costs of arbitration incurred by Iron Mountain, including reasonable attorney's fees and costs, shall be divided equally and. paid by Depositor and Beneficiary. (p) Regulations. All Parties are responsible for and wammd% to the extent of their individual actions or omissions, compliance with all applicable laws, rules and regulations, including but not limited to: customs laws; import; export and re-export laws; and government regulations of any country from or to which the Deposit Material may be. delivered in accordance with the provisions of this Agreemem. (q) No Third Party R ghts. This Agreement is made solely for the benefits of the Parties to this Agreement and their respective permitted successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement unless otherwise agreed to by all the parties hereto. (r) Entire Agreement. The Parties agree that this Agreement, which includes all the Exhibits attached hereto and all valid Work Requests submitted by the Parties, is the complete agreement between the Parties hereto concerning the subject matter of this Agreement and replaces any prior or contemporaneous oral or written communications between the Parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. Each of the parties herein represents and warrants that the execution, delivery, and performance ofthis Agreement bas been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its business organization as named in this Agreement. This Agreement may only be modified by mutual written agreement of the Parties. (s) Cormterparts. This Agreement maybe executed in any number of counterparts, each of which sbalI bean original, but all ofwhieh together shall constitute one instrument. M3P D Rev. 0610]!08 02008 Iron Mountain Incorporated. Page 5 of 13 (t) Survival Sections 5 (Term and Te:wmaflon), 7 (General Indemnity), 8 (WasaaSes), 9 (Confidential infomation), 10 (Limitation of Liability), 11 (CousegnenfialDamages Waiver), and 12 (General) of this Agreement shall survive termination of this Agreement or any Exhibit attached hereto_ DEPOSITOR: TYLER TECHNOLOGIES, INC. &GNATURE: -- IPRuffNAME: Richard eterson, S Th -LE: President – PMS DiVisi DATE: se tember 25,2008 EMATLADDRESS Director o Approvedsato OperaUsu2TC1DE f- rrun Maintain operations L Nrde W�' cooftua Spedallst . bate: STT ber19,2008 n MON MOUNTAIN INTELLECTUAL PROPERTY 1VIANA = ,INC s,amToxs• -- L .._.— p pN, Miry K. 'ngllsh TtxLe Director o peratlons DAT& lz EMAQ.ADDRESS: iomdia.tse.viceeCabronmovnf=]n.cem Approved as 011crm ud Crateuv Tree Mo"Eaia 7 ogA Departmem 5amak Rapmend, Coutnusspedarst Date: Sept S,200S No= AmnommD PERsPNS/NOTTCFs TARLR, DTLLLtiG C.ONTAm huo]cwnw TABLE AwnKnUMIs FOLLOW M3P D Pay.06'OU08 02008 Tri Mn+mtam lumupamted Page 6 of 13 DEPosmRAuA-EonEzKn.PE.EsoN(s)/NOTIC.ES TASI:E Please provide the name(s) and contact information of the Anthorized Penson(s) under this AgreEwmt AIl notices wM be sent electronically andfor Osough regular mail to the appropriate address set forth below. rraNiNA3m: Stacey M. Gerard Tram Contracts Manager Fx' ADDRESS stecey.gerard@tylertec STREETADDRESS 370 US Route 1 PRovrNcrJCorVIS TAI E Falmouth ME POSTAUTEPCODE 04105 PHONENUMM 800-772-2260 FAXNtmvtEB 207 781-2459 cam BILLING CONTACT INr0V.WI kTION TABLE Please provide the name and contact information of the Riling Contanttmder this Agreement All invoicrs will be seat eiectrowcally andfor through regular mail to the appropriate address set forth below. PRMNAM: Lisa Carpenter IYaE: Senior A/P Specialist ExAm Axamess liaa.carpenter@t lerte Srus=ADDMs 370 US Route 1 PRnNrxcs/CY ,STeru Falmouth, ME P03FAUZJP CODE 041D5 PUMMNUMMER 800-772-2260 FArNtmtsER 207-781-2459 :h. cam IRON MOUNTAIN 1NPF.i T.RCTUAL PROPERTY MANAGEMENT, INC - All notices should be sent to inmc6entsetvicesCalironmovnfain.con OR Imo Mountain Intellectual Property Managcmont, Iue., Ann- Client Services, 2100 Norcross Parkway, Suitc 150, Norcross, Georgie, 30071, USA. NSP—D Acv. 06/01/08 02008 inn Mountain Jnmapomted. Page 7 of 13 MUST BE COMPLETFI) ExmBrrA- Escrow Service Work Request- DepositAceountNumber. s.3 SERI'/CE .; SF,AYSET ji SCRtNflt7{Y 3�> .}A"lift }YAF P,$f$7YESCRF1R e�1CNEiplywr-, I .POSmit OYF �� ANNUAL"- PAY1NGPAA'rY' Checktiox(Cs')to Alfservtces are listed bdow:Servites to shadedtables areiequired for every new escrow account '7'InrE: FEES - Cheek to (degtdy;= orale servxe .: setup. 5arne'servtces tpay,hoi beavariable under)1m,Agteeaiea FgE§ .''.' Paying YarIy., ®Seivp -lmnaV(oimlam wall setup anetspsc%vdepnsR account easing'a'standardescraryagreemen[ _� gtaWI;if Q-Bepovtur bR= to ' ustp con`u_ecis atcst hect'4rnQ{-E €u3ioslCoattaetFeexole Ue�ow FrbhT+Rbtintam wtflseT:u medeporiflux tal&posAE Taksta7tlnal bg Qgeost �DepusrtA ,ccooaaL tutPounara e adtailglstatea,kess wniY seeilred in:, a„ -aeon—t[alled sfoja�aipnvtionmet2"P}uairepArn?.IronMou4�Wwl13 pr°utde agcourd,sezvscFStha!_ - Feg mclading �ctasr �a,c(udE anlIDrired t� s¢s.rTee(roruc vaulnny ecus tq lmAMougtatlrCan¢€'t'"t Fxmw Ir)anage_ment -enter" Mauagemem i~enterCorsecs¢e'gnbge account�anaggnem„sitbi°usmaof&e(rotucl(Yode E[Zo 6i€ .{3I Acce$g .Rcques ,aiu&tommnntcabdn'o@tatdr #Client Mana g6r xa be�ssrgtkd [tEY dlS deposit s SI,OOy [Z ]kne�tfiiiy' _ aecoun€andprigvsdetramnmgaponrequesttRfBglilata sectacSiitgaetia¢less f¢ttte;gcoup” lad �`>ra.tar�F =sort (dNt`gt0iW0 teats AY' 'dresinefeemayn Jx r t�donntdi=aawilEFailfil(-a 'rt'e{ sal inctgdiu�,Fscrdty S'orkltequest-,b a�ctalene5ciary taanynum;¢erofxsec accob¢ts u3derlhu intent E:fnien bf¢Aa.B:. ties cc ngin6assoaratcdwnh�tea<count(s),bvhereyisu"hlerRnot gac}� : .'- Wlfiftavenc'Yzss fo ton M,oft!sauCoBnedT?*�ranwManagepi6q CmtetFazScenrexrMtna Ae21'.S via tIC'iDa¢a&;tBerlf. aritme49fair of giect;mllu ftk Ragaestirand cwmmrpteattonofataids.: A PM: E� 7jslpnsutor aOlt Of no wrll�asstgce8ta gacls;depusitaccount a0?fk1[oYide truntugupnni�gnesclil" E7e°'fiei8"ry;... facilt`,-litcseEurilntamtl,akce�sto rhe scwuriCandzttsme fnl#-iUmeEea£'k¢'prk-(tegiiesiq, ' - 5 a . 0 Add Additional Iron Mountain will set up a= additional deposit account to manage and ahninhirateseeress; to SLOW ❑ Depositor -OR- Deposit Account new Deposit Material fast wilt be senue(ystored in controlled media vaults in aaordance with ❑&nefidary the service description above and the Agreement that governs the Initial Deposit Account Q Add Additional Iron Mountain will fulfill a Work Request to add a new Berieficlary to an esmaw deposit=own $700 ❑ Depositor -OR - Beoeficiary in accordance with the service description above and the Agreement ❑Beneficiary El Add Deposit Atleastserm-aumually,hou Mountain will send antpdate, reminderto Depositor. lbereatier', NPA S375 ❑DefiryOR- Tracldrg Heneficiaty wall benodfi¢doflasdeposit. Beneficiary NotiFurthm ❑ Add Filellst Iron Mountain will fulfill a Work Request to provide a File List Test, which includes a deposit Woo N/A ❑ Depositor- OR - Report media readability analysis, afdelisting, a file classification table, virus scan ougrWs, and ElBeneficiary assursoce of completed deposit questionnaire. A final reportwall be sent to drePaying Party regarding the DepoaitMaiuial in ensure consistency between Depositor's representations (i.e., ExhibitB and Deposit Quesliormaim)ands ndDeposKMatmid. Deposit must be provided on CD, DVD -R, or deposited by sFlP. ❑Add Level l - Iran Mountain will ped'onn an Inventory Test on the initial deposit, which in dudu Analyzing S5,000 or N/A ❑DeeficiryOR- Inventoryand deposit media readability, vitas scanting, developing file Classification tables, id=titying the based ❑ Beneficiary Analysis Test per= absence of !mild instructions, and identifying materials required to recreate the SOW it f Deposito{s software development env¢onmem. Output includes a.reportwhich will include build castom instructions, file classification tables and listings. In addition, the report will l'strequired work " software development materials, including, without limitation, required source code languages reqIIired and compiler; third -par y software, libraries, operating systems, and hardware, as well as Iron Mountain's analysis afthe de sit QAdd Leve12- hon Mountain will finfill a Work Request to Perform a Deposit Compile Test, which includes the Based N/A ❑Depositor -OR- Deposit Compffe outputs ofrehFite Listing Report and the Level I- Inventory Test as described above plus E] Beneficiary Test recmating the Depositor's software development environment, compiimilsource fitesand modules, linking libraries and recreating executable code, pass/fail determination, creation of Comprehensive build instructions with a fmal oTonsent to the Paying Party regarding the DepositMarerial. The Paying Party and Imn Mountain will agree on a customStatementotWodc ("SOW")prior to the startof fulfillment E)Add Level 3- Iron Mountain will fulfill a WmIcRequestto performon, Deposi[Usability Test-$inary NIA [Depositor -OR - Binary Comparison Comparison which includes a comparison ofthe files builtfmm the Deposit Compile Test m the Based on ❑ BeneLciary ecmal licensed technology on the Bensficiary's spew ensures full match in file size, with a final SOW report seat m the Requesting Party regarding the Deposit Material. The Paying Party and Iron Mountain will agree on a =him Staeemeet of Work ("SOW'S prior to the start of fulfillment QAdd Levd,I-Fall hon Mountain will fulfill a Work Request to perform one Deposit Usability Test - Full Usability NIA ❑Deposrtar-OR- Usability which includes a confirmation, that the builtapplications work pmpeily when installed, based on Based an ❑ Benefmary predetermined last scripts Provided by the Parties. A Fuad report will be seat to the Paying Party SOW regarding the Deposit Material. The Paying Party and lma Mountain will agree on a cuemm Statement of Weskit ("SOW") prior to the start offulfiliment ❑ Add Iron Mountain will fulfill a Work Requestto stareand manage the deposit materials in a remote NIA 5500 ❑ Depositor -OR- DuaVRcmotc location, designated by the clhnat outside of Iron Mocrdain's primary escrow vaulting location or DBeneficiary Vaulting to store and manage a tWunchnt copy of the deposit materials in one (1) additional location All Deposit9metialsori" ander must be pmvideLxthe Deposimr. ❑ Release Deposit lum Mourram will process a Work Request to release Deposit Material by €ohowdagdresPxcific S� MA QDep<wlbu-OR- Materiai procedures defuiedin EzhibitC"Release of Deposit Materiabr the rcrow Service Agreement QBerenchuy El Add Custom Iron Mountain will provide its Escrow Expert consulting based on acmzmmSOW mutually $1757hour N!A ❑Depositor -OR - Services agreed to by all Parties. ❑ Beneficiary ❑ Custom Connect Custom Contracts are subject to the Custom Corimact Fee, which covers the review and processing 5500 NIA ❑Depositor- OR - Fee ofwsmm or modified contracts, ❑Beneficiary Note: Fames may soorvt Work Requests via written insWcnon or eloc umically through the online portal 115% Setup Fee discount applies to the fust year only. M3P_D Rev. 06/01/08 872008 Iron Mountain Incorporated- Page 8 of 13 ExwBxT S DEPOSIT MATERIAL DESCRIPTION COMPANY NAME: DEPOSTTACCouN NUMBER: J / �e DEPOSITNAME ANDDEPOSIT VEBSiON (Deposit Name will appear in account history reports) DEPOSIT MEDIA (PLEASE LABEL ALL MEDIA wrru TRE DEPOSIT NAME PROVIDED ABOVE) NLEDIATYPE . '� QO,L'1TITY ta, - . MEBiA�YPE � l ' ;(�le1KF1'tY t' a :' ❑ CD-ROM I DVD i s ❑ 3.9' Floppy Disk DATE: ❑ DLT Tape ❑ Documentation TELEPBONE NIMUM: El DAT Tape ❑ Hard Drive! CPU ❑Circuit Board TO7ALSIZE OE T)tANBStISS[ON:, ti VPFILTS{{ AOPF0t3tELi$::: (SPECEIY TN HYTES) 1 � - ❑ Internet File Transfer ❑ Other (please describe below): DEPOSIT ENCRYPTION (Please check either" Yes" or "No" below and complete as appropriate) Is the media or ars any of the files encrypted? ❑Yes or ❑ No If yes, please include any passwords and decryption tools description below. Please also deposit all necessary encryption saftware with this deposlL Encryption tool na Hardware required Other required Version DEPOSIT C mFICATIoN (Please check the box below to Certify and Provide your Contact Information) I certify for Depositor that the above described Deposit Material has been transmitted electronically orsent via commercial express mail carder to Iron Mountain at the address below, ❑ Iron Mountain has inspected and accepted the above described Deposit Material either electronically or physically_ Iron Mountain will notiositorofmy discr o ancien. NAME: NAME: DATE: DATE: EMAIL ADOREss: TELEPBONE NIMUM: FAx NUMBER:.. Note: If De ositoris abysignily sending Deposit Material to Iron Mountain lease label all media and mail all De sit IVTaterial with the anoronriate Exhibit B via commercial express carrier to the following address: Iron Mountain Intellectual Property Management, Ina Atm: Vault Administration 2100 Norcross Parkway, Suite 159 Norcross, GA 30071 Telephone: 800$75-5669 M3P_D Rev.06/01f08 02009 Iron Mountainluemporated Page 9o£13 RELEASE OF DEPOSIT MATERIAL. Deposit Account Number: Sy2q, � Iron Mountain will use the following procedures to process any Beneficiary Work Request to release Deposit Material. All notices under this Exhibit C shall be sent pursuant to the terms of Section 12(h) Notices. I. Release Conditions. Depositor and Beneficiary agree that a Work Request for the release of the Deposit Material shall be based solely on one or more of the following conditions (defined as "Release Conditimurl: (i) Depositor's failure to cure a material breach of the License Agreement or other agreement between the Depositor and Beneficiary regulating the use of the Deposit Material covered under this Agreement; or (ii) Joint written instructions from Depositor and Beneficiary; or ('iii) Depositor is subject to voluntary or involuntary bankruptcy. 2. Release Work Request. A Beneficiary may submit a Work Request to hon Mountain to release the Deposit Material covered under this Agreement. Iron Mountain will send a written notice of this Beneficiary Work Request within five (5) business days to the Depositor's Authorized Person, 3. CoMrary Instructions. From the date Iron Mountain mails written notice of the Beneficiary Work Request to release Deposit Material covered under this Agreement, Depositor represemative(s) shall have ten (10) business days to deliver to Iron Mountain contrary instructions. Contrary Instructions shall mean the written representation by Depositor that a Release Condition has not occurred or has been cured ("Contrary Instructions"). Contrary Instructions shall be ort company letterhead and signed by an authorized Depositor representative. Upon receipt of Contrary Instructions, Iron Mountain shall promptly send a copy to Beneficiary's Authorized Person(s). Additionally, Iron Mountain shall notify both Depositor and Beneficiary Authorized Person(s) that there is a dispute to be resolved pursuant to the disputes provisions of this Agreement. Iron Mountain will continue to store Deposit Material without release pending (i) joint instructions from Depositor and Beneficiary with instructions to release the Deposit Material; or (i) dispute resolution pursuant to the disputes provisions of this Agreement; or (iii) receipt of an order from a court of competent i urisdictiom 4. Release of Deposit Material. If Iron Mountain does not receive Contrary Instructions $oro an authorizedDepositor representative, Iron Mountain is authorized to release Deposit Material to the Beneficiary or, if more than one Beneficiary is registered to the deposit, to release a copy of Deposit Material to that particular Beneficiary only. Iron Mountain is entitled to receive any undisputed, unpaid Service Fees due Iron Mountain from the Parties before fulfilling the Work Request to release Deposit Material covered under Us Agreement Any Party may cure a default of payment of ServiceFees. 5. Termination of Agreement. This Agreement will terminate upon the release of Deposit Material held by Iron Mountain with regards to that particular Beneficiary only, 6. Riglit to Use Following Release. Beneficiary has the right under this Agreement to use the Deposit Material for the sole purpose of continuing the benefits. afforded to Beneficiary by the License Agreement. Notwithstanding, the Beneficiary shall not have access to the Deposit Material unless there is a release of the Deposit Material in accordance with this Agreement. Beneficiary shall be obligated to maintain the couddenthi ity of the released Deposit Material. IoUP_D Rev. 06/01/08 02008 Iron Mountain IncoTorete t Page 10 of 13 AUXILIARY DEPOSIT ACCOUNT To ESCROW AGREEMENT Deposit Account Number: ti 7 gL Auxiliary Account ("Depositor'), and Iron Mountain Intellectual Property Management, Inc. ("Iron Mountain") have entered into the above referenced Escrow Agreement ("Agreement"). Pursuant to that Agreement Depositor may create additional deposit accounts ("Auxiliary Deposit Aecuunn for the purpose of holding additional Deposit Material in a separate account which Iron Mountain will maintain separately from other deposit accounts under this Agreemem. The new account will be referenced by the following name: ("Deposit Account Name"). Pursuant to the Agreement, Depositor may submit material to be held in this Auxiliary Deposit Account by submitting a properly filled out Exhibit B with the Deposit Material to Iron Mountain. For avoidance of doubt, Beneficiarys rights and obligations relative to the Deposit Material held in any deposit account under this Agreement are governed by the express term ofthe Agreement; this form does not provide any additional rights in the Deposit Material. The undersigned hereby agrees that all terms and conditions of the above referenced Escrow Agreement will govern this Auxiliary Deposit Account. The termination or expiration of any other deposit account will not affect this account DEPOSITOR SIGNATURE: PRINTNANIE: —... -- TITLE: ----. DATE: RVAILADDRESS ymLemserices(alir nmourrtaiacom IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. SIGNATURE: PRINT NAME: TrrLE: '--- — — _ DATE- EMAm ADDRESS: ymLemserices(alir nmourrtaiacom IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. Ali notices should be sent to ipmclientservices aomnoumaio.com OR Iron Mountain Intellectual Property Management, Inc., Attn: Client. Services, 2100 Norcross Parkway, Suite 150, Norcross, Georgia, 30071, USA. IMP—1) Rev. 06!01(08 02009 Icon Mountain Incorporated. Page I I of 13 ExuaBiT E ACCEPTANCE FORM Depositor and Iron Mountain Intellectual Property Management, Inc. ("Iron Mountain"), hereby acknowledge that BENEFIc1ARY CowANY NAsiE: - is the Beneficiary referred to in the Escrow Agreement that supports Deposit Account Number: - with Iron Mountain as the escrow agent. Beneficiary hereby agrees to be bound by all provisions of such Agreement. - ® Add Additional Iron Mountain will fulfill a Work Request to add a new Beneficiary to an $700 ❑ Depositor - OR - Beneficiary escrow deposit account in accordance with the service description above ❑Beneficiary and the Agreement ❑ Add Additional Iron Mountain will set up one additional deposit account to manage and $1,000 ❑ Depositor - OR - Deposit Account administrate access to new Deposit Material that will be securely stored in ❑ Beneficiary controlled media vaults in accordance with the service description above and the Agreement that governs the Initial Deposit Account. - ❑ File List Test has Mountain will fiffil a Work Request to perform a File List Test, $2,500 NIA ❑ Depositor - OR - which includes analyzing deposit media readability, file listing, creation El Beneficiary of file classification table, vims scan, and assurance of completed deposit questionnaire. A final report will be sent to the Paying Party regarding the Deposit Material to ensure consistency between Depositor's representations (i.e., Exhibit B and Supplementary Questionnaire) and stored Deposit Material. Deposit must be provided on CD, DVD-R,.or deposited by FrP. ❑Add Level I - Iron Mountain will perform an Inventory Test on the initial deposit, $5,000 or NIA ❑ Depositor - OR - Inventory and which includes Analyzing deposit media readability, vim scanning, based on SOW ❑ Beneficiary Analysis Test developing file classification tables, identifying the preseneelabsence of if custom work build instructions, and identifying materials required to recreate the required " Depositoes software development environment. Output includes a report which will include build instructions, file classification tables and listings. In addition, the report will fist required software development materials, including, without limitation, required source code languages and compilers, third -party software, libraries, operating systems, and " hardware, as well as Iron Mountain's analysis of the deposit - sit.Add Add Deposit At least semi-annually, Iron Mountain will send an update reminder to NIA $375 ❑ Depositor - OR - Tracking Depositor, Tbereaffer, Beneficiary will be notified attest deposit Beneficiary Notification BENEFICIARY AUTHORIZED PERSON(S)/NoTicES TABLE Please provide the name(s) and contact information of the Authorized Person(s) under this Agreement. All Notices will be sent electronically or through regular mail to the appropriate address set forth below. PIease complete all information as applicable. Incomplete information may result in a delay of processing. PRLN'r NANIE: — TITLE: Entut, ADDRESS STREET ADDRESS - PROVINCE/CRY/STATE POSTArIZV CODE PHONE NiIMBER Fax Ni1M1ffiER M3P_D Rev. 01/01/08 ©2008 Iron Mountain Incorporated. This proposal is valid until September 1, 2009. PAYING PARTY COMPANY NAmm: BILLING CONTACT INFORMAmN TABLE PIease provide the name and contact information of the Billing Contact under this Agreement. All Invoices will be sent to this individual at the address set forth below. PRINT NAME: --- --.......--- TITLE: �- F,Num ADDRESS STREET ADDRESS PROVINCEfCMISTATE POSCAL/ZW CODE PHONE NUMBER FAXNUMBER PURC/LASE ORDER # DEPOSITOR SIGNATURE: PnrNT NAME: TITLE: DATE: FmAm ADDRESS BENEFICIARY SIGNATURE: PRINTNAME: TITLE: DATE: ENu ADDRESS: IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. SIGNATURE: PRINT NAME: TITLE: DATE: EMAIL ADDRESS: inmclientservicesra-ironmountain.com All notices to Iron Mountain Intellectual Property Management, Inc. should be sent to ipmclimtseiMce ojronmountain.com OR Iron Mountain Intellectual Property Management, lne., Attn: Client Services, 2100 Norcross Parkway, Suite 150, Norcross, Georgia, 30071, LISA, M3P_D Rev. 01/01/08 ©2008 Iron Mountain Incorporated. This proposal is valid until September 1, 2009. EXUIBIT Q EscRow DEPOsrr QuRsTioNNARLE Introduction From time to time, Beneficiaries may exercise their right to perform verification Services. This is a Service that Iron Mountain provides for the purpose ofvalidating relevance, completeness, currency, accuracy and functionality of Deposit Materials. Pkrrpose of 0_andi naafre In order for Iron Mountain to determine the Deposit Material requirements and to quote Fees associated with verification Services, a completed deposit questionnaire is requested_ It is the responsibility ofthe Depositor to complete the questionnaire. Instructions Please complete the questionnaire in its entirety by answering every question with accurate data Upon completion, please return the completed questionnaire to the Beneficiary asking for its completion, or e-mail it to Iron Mountain to the attention of verificafion0ronmountain.com Escrmp Deposit Ques&nnafre General Description 1. What is the general function of the software to be placed into escrow? 2. On what media will the source code be delivered? 3. What is the size of the deposit in megabytes? Requirements for the Execution of the Software Protected by the Deposit 1. What are the system hardware requirements to successfully execute the software? (memory, disk space, etc.) 2. How many machines are required to completely setup the software? 3. What are the software and system software requirements, to execute the software and verify correct operation? Requirements for the Assembly of the Deposit 1. Describe the nature of the source code in the deposit (Does the deposit include interpreted code, compiled source, or a mixture? How do the different pans of the deposit relate to each other?) 2. How many build processes are there? 3. How many unique build environments are required to assemble the material in the escrow deposit into the deliverables? 4_ What hardware is required for each build environment to compile the software? (including memory, disk space, etc_) 5. What operating systems (including versions) are used during compilation? Is the software executed on any other operating system /version? 6. How many separate deliverable components (executables, share libraries, etc.) are built? 7. What compilersllinkerslother tools (brand and version) are necessary to build the application? 8. What, if any, third -party libraries are used to build the software? 9. How long does a complete build of The software take? How much of that time requires some form of human interaction and how much is automated? 10. Do you have a formal build document describing the necessary steps for system configuration and compilation? 11, Do you have an internal QA process? If so, please give a brief description of the testing process. 12. Please list the appropriate technical person(s) Iron Mountain may courier regarding this set of escrow deposit materials. Pleareprovideyour technical verifreation contact inforinadon helmv: CONRANY: SIGNATURE: PRINT NAME: ADDRESS 1: ADDRESS 2: CITY, STATE,: TELEPHONE: information about Iron ontact Manager of Verification Services at 978-667-3601 ext.100 or by e-mail at mailto: verification(@Jronmountain.eom M3P_D Rev. 06101/08 02008 Iron Mountain Incorporated. Page 13 of 13 EXHIBIT J INTERFACE AND MODIFICATION DOCUMENTS J.1. INTERFACES File out of the Tyler system File coming into the Tyler system DAILY 1. Sungard (Fund Acct — Transact table) Tyler (Fund Acct) 1. This interface will continue to be used during the entire implementation period. 2. Will use Sungard Transact table to create a standard GL import into Tyler. 2. Bank Direct Deposits ACH Files --- Standard ACH file to our bank, will use Tyler's standard ACH. 1. Refer to http://www.regaltek.com/docs/NACHA%20Format.pdf or F:/temp/faz/Tyler/nacha format.pdf 3. Bank Cleared Checks File --- Could use Tyler's standard cleared checks file from the bank 4. Bank of America P -Card 4— File (No sure on the frequency) --- Will use Tyler's standard journal import. 5. ePayable to Bank of America -4Vendor Payment File 1. csv file with 6 fields (vendor name, vendor number, check number, invoice amount, invoice number, invoice date) 2. See sample files under F:\Users\FIN\Shared\OMB\Accounts Payable\ePayables vendor name vendor number rcheck number invoice amountinvoice number invoice date GAELS INC E3677 V761395 89,63 849367 02/1912014 STRYKER SALES CORP E7556 V761396 403.12 1426790M 02/19/2014, Would require a new invoice export file format. Cost to develop - $3,300 6. AIMS Parking Payments /exportfs/archive/AIMS/pmtsYYMMDD.txt - ___ Will use Tyler's standard journal import. 7. A/P Direct Deposit Deposits "•*ACH Files --- Standard ACH file to our bank, will use Tyler's ACH. 8, Active.net Recreation 140— Payments --- Will use standard journal import into Tyler's. 9. PermitsPlus Payments --- Will use standard journal import into Tyler's. 10. infosend Payments (Autopay and one time) --- Will user standard lockbox import into Tyler's cashiering. 11. IVR (Twilio), Web, MyNB Will user standard lockbox import into Tyler's cashiering. 12. Master ID Payments -- Will user standard lockbox import into Tyler's cashiering, 13. RemitPlus Payments --- Will use, standard lockbox import into Tyler's cashiering. 14. Union Bank Payments ---Will user standard lockbox import into Tyler's cashiering. 15. Check Free Payments ---Will user standard lockbox import into Tyler's cashiering. 16. Quest Payments --- Will user standard lockbox import into Tyler's cashiering. 17. Infosend Printing Files Utility Billing printer files --- /exportfslarchive/waterout cnb, BBL, HYD and BIG Provided, assuming use of Tyler's standard XML export file formats for bill statements and delinquent notices; otherwise custom development is needed. Tyler Technologies, Inc. Page J-1 18. Lockbox Remittance Check Payments --- Will user standard lockbox impart into Tyler's cashiering. BIWEEKLY 19. PerformancePro w4Change Files We send four files biweekly. An SSRS reporting solution could be used to extract necessary data, otherwise custom development is needed. A. Termination file a. Empl_no b. Termination Date ��z s ♦ T a e, E 14457 � 01122/2014� B. New Hire file a. Empl_no b. User Name (same as empl_no) c. Last Name d. First name e. Email f. Supervisor ID g. Department h. Division i. Hire Date j. Appraisal Date From k. Appraisal Date To I. Manager (1/0) m. Police/Fire/Other n. Safety/Misc C. Change supervisor (non -promo) file a. Empl_no b. Last Name c. First Name d. Email e. Supervisor ID f. Department g. Division h. Manager i. Police/Fire/Other j. Safety/Misc u. rromotion nie a. Empl_no b. Last Name c. First Name Tyler Technologies, Inc. Page J-2 d. Promotion date e. New Next Eval Date f. Manager g. Police/Fire/Other h. Safety/Misc i. Supervisor ID j. Department k. Division 20. PowerPlan —4 4 Files csv MONTHLY 21. MasterMind PD Alarm System Billing File — Fixed Length File --- Will use standard general billing import in Munis See /spi/spicps/ab8.3/src.pdalarm/ab—load.4gl for more detail (misc1-misc8 field) 1) Business Number (AL #) 2) Service 3) Name 4) Number 5) Street 6) Suite 7) City 8) Zip 9) Billing Address 1 10) Billing Address 2 11) Billing Address 3 12) Billing Zip 13) Home Phone 14) Business Phone 15) Social Security 16) Driver License 17) Misc 1 18) Misc 2 19) Misc 3 20) Misc 4 21) Misc 5 22) Misc 6 23) Misc 7 24) Misc 8 25)Alarm Type 26)Transaction Date 27) Expiration Date 28) Billing Amount 29) Message (Master ID) Tyler Technologies, Inc. Page J-3 22. Utility Billing Sprinkler consumption Conservation Agency An SSRS reporting solution or the UB Consumption Reporting Cube could be used to extract necessary data, otherwise custom development is needed. 23. Utility Billing Water Consumption WaterSmart An SSRS reporting solution or the UB Consumption Reporting Cube could be used to extract necessary data, otherwise custom development is needed. 24. Hand Held reads Utility Billing Provided. A variety of interface layouts are available for various vendors. BEFORE PAYROLL 25. Kronos Time Cards - Pipe Delimited File Standard time entry import can be used. See sample file under /exportfs/archive/payroll/kronos 1) Empl_no 2) Pay Code 3) Hours 4) Charging Orgn Tyler Technologies, Inc. Page J-4 AFTER PAYROLL 26. PERS Payroll Retirement Contributions XML File --- Will user Tyler's existing PERS interface file. • See PERS Specification, sample files are under /spi/spifps/log/*.xml 27. Great West Retirement services contributions Fixed Length File It does not appear that this Great West file format is supported. Client could see if existing formats might suffice, otherwise custom development needed. See /spi/spifps/log/gwfile.txt i = n,d.dod Cue to non-pariclpaGag employerof a Cantmified Group cr Wt,ated Service Toup = dR.Ued =miltry'.1 =nomre�'tl=ot alian'aKn ne U S income =retl,ad =- S-erdce requirement never met fanndlel'1".wty purposes. terminated In a Fridr ye.,,uf curmm compensll on due to severarce py_ = uniomcdlectirery balpmed employees =Member of en excludadle class cfamploye=s as degnedin the plan document "no) =Denotes When en empb" ht s m.d nut of a st th, code_ This Wllt eet 28.a. Great West Online updates to Tyler Payroll Data File This file needs to insert or update payroll deductions with changes made by employees at the Great West website. Tyler Technologies, Inc. Page J-5 See the "Online Enrollment Deferral Feed (GQ19OEDF) File Layout VERSION_3" attachment. Online Enrollment Deferral Feed (GQ19OEDF) File Layout VERSION -3 Header Record — There will be one header record per file. Field Data Type Description Position Length Format[Value Record Type Char 1 2 01' Program Name Char 3 8 'GQ19OEDF' Detail Record — There will be 0 or more detail records per file. Field Description Data Type Positio in Length FormatlValue Record Type Char 1 2 '03' Group Account Char 3 13 Plan Name Char 16 100 Subset Basis Char 116 4 Payroll Code Subset Value Numeric 120 4 Payroll Number Client Div Code Char 124 20 Employment Type or Location Char 144 20 Employee ID Char 164 10 SSN Char 174 9 SSN Extension Numeric 183 3 SSN Extension Reason Code Char 186 10 Last Name Char 196 35 First Name Char 231 20 Middle Name Char 251 20 Hire Date Char 271 8 YYYYMMDD Before -tax Deduction Percent Numeric 279 5 Two decimal places implied Before -tax Deduction Amount Numeric 284 8 Two decimal places implied Default Indicator Char 292 1 "Y" or "N" After-tax Deduction Percent Numeric 293 5 Two decimal places implied After-tax Deduction Amount Numeric 298 8 Two decimal places implied ROTH Deduction Percent Numeric 306 5 Two decimal places implied ROTH Deduction Amount Numeric 311 8 Two decimal places implied 50+ Catch-up Eligibility Indicator Char 319 1 "Y" or "N" Age Catch-up Deduction Percent Numeric 320 5 Two decimal places implied Age Catch-up Deduction Amount Numeric 325 _8 Two decimal places implied AGE ROTH Deduction Percent Numeric 333 5 Two decimal places im lied AGE ROTH Deduction Amount Numeric 338 8 Two decimal places implied Hardship End Date Char 346 8 YYYYMMDD Heart Suspension End Date Char 354 8 YYYYMMDD Catch-up IndicatorChar 362 1 °Y", "N", or blank Tyler Technologies, Inc. Page J-6 Maximum Catch -u Amount Numeric 363 8 Two decimal places implied Catch-up End Date Char 371 6---YYYYMMDD Char1 MEA (Maximum Exclusion Allowance) End Date Char 379 8 YYYYMMDD Balloon End Date Char 387 8 YYYYMMDD Deferral Chan e Date &Time Char 395 14 YYYYMMDDHH24MISS Payroll Effective Date Char 409 8 YYYYMMDD Cutoff Date Char 417 8 Last Date that could be on file — YYYYMMDD S ace Not Current) Used Char 425 194 Filler space for a record length of 618 Trailer Record — There will be 1 trailer record per file. Field Data Type Position Length FormatNalue Description Record Type Char1 2 199, Record Count Numeric 3 10 Number of detail records File will be in standard ASCII format. A carriage return (crlf) will be inserted at the end of each record. Numeric fields will be right justified and filled with zeros if necessary. If a participant changes only one deferral type but has more than one deferral type set up, the feed will report the changed deferral as well as the most recent election of the unchanged deferral type. If a participant has only one deferral type and makes a change then the field for the other deferral types will be filled with spaces. Character fields will be left justified and padded with spaces if necessary. 28. PARS 401(a) Fire Contributions File Fixed Length FileSee /spi/spifps/log/pars.dat Munis produces a PARS file but not in the format below. General mag media/excel export or 403b data export could be used o Last Name 1. First Name 2. SSN 3. Address 4. City 5. State 6. Zip 7. Deduction Start Date 8. Hire Date 9. Deduction Stop date 10. Birthdate 11."751" 12. Pay Period Date 13. Deduction Wages 14. ER Contribution 15. EE Contribution Tyler Technologies, Inc. Page J-7 29. Kronos Accrual balance File — csv File We do not have a specific Kronos export in this format but the excel export from Employee Accrual program should suffice See sample files under workforce\D$\Kronos\I nterfaceDesigner\W I M I N\accrual_import. csv 1) Empl—no 2) Leave Bank 3) Leave Balance 4) Effective Date n0,Bank,8alance,E1-tective oat ,ADMIN ,.0000,02/08/2014 ,COMP ,.0000,02/08/2014 ,FLEX ,731.1101,02/08/2014 ,MILITARY,.0000,02/08/2014 ,SICK ,.0000,02/08/2014 ,TRAINING,8.0000,02/08/2014 30. EDD New Hire File --- Will user Tyler's existing EDD interface file. See EDD format, sample file is under /spi/spifps/log/edd.rpt 31. ICMA Health Contributions Fixed Length File --- Will user Tyler's existing ICMA interface file. 1. Active Employee File Refer to F:\temp\faz\Tyler\ICMA-RC record layout.pdf 2. Retiree File Refer to F:\temp\faz\Tyler\ICMA-RC Retiree record layout.pdf 32. Police PORAC Retirement Health Plan File general mag media/excel export or 403b data export could be used 33. LIUNA Retirement Contributions Report File general mag media/excel export or 403b data export could be used See sample files under /home/charris/rpt/liuna_rpt.txt END OF YEAR 34. Safeguard Vision File --- Will user Tyler's standard benefits interface file. See sample file under /spi/spifps/hrm4.3/src.inhouse/SGVISION".txt Tyler Technologies, Inc. Page J-8 o Last Name o First name o Member Code (Male Self = 10, Female Self = 20, Male Spouse = 30, Male Child/Grandchild = 50, Female Spouse = 40, Female Child/Grandchild = 70) o Birthdate o Sex o SSN o Address 1 o Address 2 o City of Newport Beach State o Zip o Facility Number 35. Delta Dental File --- Will user Tyler's standard benefits interface file. See sample file under /spi/spifps/hrm4.3/src.inhouse/DELTA'.txt 1) Transaction Code (Member = "E", Dependent = "D") 2) SSN 3) Dependent SSN 4) Last Name 5) First Name 6) Birthdate 7) Sex 8) Relation 9) Address 1 10)Address 2 11) City 12) State 13) Zip 14) Subdivision (PPO or HMO) 15) Covered Code 16) Provider ID 36. PERS Open Enrollment Excel File general mag media/excel export or 403b data export could be used 37. EBS (FSA) File Fixed Length File general mag media/excel export or 4031b data export could be used See sample file under /spi/spifps/hrm4.3/src.inhouse/CNB'.txt 1) Empi_no 2) First Name 3) Last Name 4) Address 1 5) Address 2 6) City 7) State 8) Zip 9) Phone 10) SSN 11)Birthdate 12) Hire Date 13) Enrollment Year 14) Benefit Code (FSA or DCA) Tyler Technologies, Inc. Page J-9 15) Biweekly Contribution Amount 16) Effective Date 17) Annual Amount J.2. MODIFICATIONS New Hire Import/Onboarding Modification. Munis will enhance the New Hire Import program, Personnel Actions, and ESS to allow for a more seamless onboarding process. Specifically, we propose the following enhancements: o In order to accommodate the fact that the SSN does not come over from the City of Newport Beach's applicant tracking vendor, Tyler will make enhancements to the New Hire Import to work without an SSN and auto assign a "dummy" SSN for purposes of creating a Personnel Action. The SSN would then be filled out by staff once available and the action will not post until the SSN was updated with an actual SSN. o New fields will be added to the New Hire Import form to include driver's license number, class, expiration date, position, email address, cell phone. o An employee onboarding page will be added into ESS to allow the employee to track onboarding steps and the forms that must be filled out and submitted during the onboarding process. o Munis will also capture the answers to new hire questions through ESS by using either custom codes or leveraging existing employee survey functionality. 2. Employee W4 Exemption Claim Modification o Ability for employee to claim exempt on their W4. 3. ePayables to BofA Invoice Export File Format Interface Modification o See #5, in J.I (seepage J-1 above). Tyler Technologies, Inc. Page J-10