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22-170.00 Tyler Technologies: Munis Financial Management Software(70 • • tyler .• technologies SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler's proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows: SECTION A — DEFINITIONS • "Agreement" means this Software as a Services Agreement. • "Business Travel Policy" means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B. • "Client" means the City of Spokane Valley, Washington. • "Data" means your data necessary to utilize the Tyler Software. • "Data Storage Capacity" means the contracted amount of storage capacity for your Data identified in the Investment Summary. • "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then -current Documentation. • "Defined Users" means the number of users that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A contains Enterprise Permitting & Licensing labeled software, defined users mean the maximum number of named users that are authorized to use the Enterprise Permitting & Licensing labeled modules as indicated in the Investment Summary. • "Developer" means a third party who owns the intellectual property rights to Third Party Software. • "Documentation" means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • "Effective Date" means the date by which both your and our authorized representatives have signed the Agreement. • "Force Majeure" means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • "Investment Summary" means the agreed upon cost proposal for the products and services attached as Exhibit A. ••:;:�. tyleres 1 • "Invoicing and Payment Policy" means the invoicing and payment policyis attached as Exhibit B. • "Order Form" means an ordering document that includes a quote or investment summary and specifying the items to be provided by Tyler to Client, including any addenda and supplements thereto. • "SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary. • "SaaS Services" means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services. • "SLA" means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C. • "Statement of Work" means the industry standard implementation plan describing how our professional services will be provided to implement the Tyler Software, and outlining your and our roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit E. • "Support Call Process" means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C. • "Third Party Hardware" means the third party hardware, if any, identified in the Investment Summary. • "Third Party Products" means the Third Party Software and Third Party Hardware. • "Third Party SaaS Services" means software as a service provided by a third party, if any, identified in the Investment Summary. • "Third Party Services" means the third party services, if any, identified in the Investment Summary. • "Third Party Software" means the third party software, if any, identified in the Investment Summary. • "Third Party Terms" means, if any, the end user license agreement(s) or similar terms for the Third Party Products or other parties' products or services, as applicable, and attached or indicated at Exhibit D. • "Tyler" means Tyler Technologies, Inc., a Delaware corporation. • "Tyler Software" means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement. • "we", "us", "our" and similar terms mean Tyler. • "you" and similar terms mean Client. SECTION B — LICENSE RIGHTS AND SAAS SERVICES 1. Rights Granted. 1.1 We grant to you a license to use the Tyler Software, if and listed in the Investment Summary, for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use ••6•e , tyler • • only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement including, without limitation, Section B(4). We will make any such software available to you for download. 1.2 We grant to you the non-exclusive, non -assignable limited right to use the SaaS Services solely for your internal business purposes. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, as further described in Section C(9). 2. SaaS Fees. You agree to pay us the license fees and SaaS Fees. Those amounts are payable in accordance with Exhibit B. The SaaS Fees are based on the number of Defined Users, if any, and amount of Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s). The foregoing notwithstanding, prior to charging any additional fees we will reasonably cooperate with you to identify the sources and causes of the overages, and shall indicate to you the additional fees related to such overage(s). Your SaaS Fees shall be adjusted accordingly. Likewise, in the event you choose to not renew any modules in accordance with Section F(1), your SaaS Fees shall be adjusted accordingly. 3. Ownership. 3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services. 3.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. You may modify copies you make of Documentation for your internal business purposes only, including but not limited to, the development of user and training guides specific to you; however, such modifications will not impact Tyler's intellectual property rights under this Agreement. 3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services. 4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party's business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement. 5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the tyler 3 maintenance and support process set forth in Section C(9), below, the SLA and our then current Support Call Process. 6. SaaS Services. 6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on Standards for Attestation Engagements ("SSAE") No. 18. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. The scope of audit coverage varies for some Tyler Software solutions. Upon execution of a mutually agreeable Non -Disclosure Agreement ("NDA"), we will provide you with a summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which you make a written request, we will provide that same information. If our SaaS Services are provided using a 3rd party data center, we will provide available compliance reports for that data center. At all times your Data will be hosted within the continental United States. 6.2 You will be hosted on shared hardware in a Tyler data center or in a third -party data center. In either event, databases containing your Data will be dedicated to you and inaccessible to our other customers. 6.3 Our Tyler data centers have fully -redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event of a data center failure, we reserve the right to employ our disaster recovery plan for resumption of the SaaS Services. In that event, we commit to a Recovery Point Objective ("RPO") of 1 hour and a Recovery Time Objective ("RTO") of 24 hours. RPO represents the maximum duration of time between the most recent recoverable copy of your hosted Data and subsequent data center failure. RTO represents the maximum duration of time following data center failure within which your access to the Tyler Software must be restored. 6.4 We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. We will provide you with a written or electronic record of the actions taken by us in the event that any unauthorized access to your database(s) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software. Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer. 6.5 We test our disaster recovery plan on an annual basis. Our standard test is not client -specific. Should you request a client -specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request. tyler 4 6.6 We will be responsible for importing back-up and verifying that you can log -in. You will be responsible for running reports and testing critical processes to verify the returned Data. 6.7 We provide secure Data transmission paths between each of your workstations and our servers. 6.8 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel. Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access. 6.9 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. 7. License Rights Terminate Upon Migration. When Tyler makes Tyler Software discounted 100% in the Investment Summary (the "Evergreen Modules") licensed pursuant to this Agreement available to the Client for use in live production, the license to the Tyler software listed in Exhibit A, Schedule 1 (hereafter, "Migration Modules") terminates, as do Tyler's maintenance, support, and/or update obligations for such software. SECTION C —PROFESSIONAL SERVICES 1. Professional Services. We will provide you the various implementation -related services itemized in the Investment Summary and described in the Statement of Work. 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good -faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in -scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours. For avoidance of doubt, no services beyond those listed in the Investment Summary will be added to the agreement without mutual written consent of the parties. 3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work beyond the scope of contracted services is required, or if you use or request additional services not in -scope, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote. tyler 5 4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel scheduled on -site services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments. 5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re -perform such services at no additional cost to you. 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. 7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies. 8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation -related services outlined in this Agreement. Neither party will be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by the other party's personnel to provide such cooperation and assistance (either through action or omission). 9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will: 9.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable release life cycle policy); 9.2 provide support during our established support hours; 9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services; 9.4 make available to you all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 9.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with tyler 6 any applicable release life cycle policy. We will use all reasonable efforts to perform support services remotely. Currently, we use a third - party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain your VPN for backup connectivity purposes. For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design; (c) other consulting services; or (d) support outside our normal business hours as listed in our then -current Support Call Process. Requested services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks' advance notice. 10. Support of Migration Modules. Beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement, and contingent upon Client's timely payment of annual SaaS Fees for Tyler Evergreen Modules, Client is entitled to receive, at no additional charge, maintenance and support for the Migration Modules until Tyler makes the Tyler Evergreen Modules available for use in live production. 11. Personnel. The personnel we assign to the project shall have the necessary skills, experience and knowledge to perform their assigned duties consistent with the requirements of this Agreement. We will cooperate with your staff and/or other contractors under contract with you, as may be reasonably necessary, to assure the timely and successful completion of the project in accordance with this Agreement, including the Statement of Work. 12. Assignment and Removal of Staff. After the Effective Date, and in coordination with the project kickoff activities identified in the Statement of Work, we will make our project staffing assignments. Upon request, we will provide you with project resumes, demonstrating relevant past project experience, for project team members that are allocated for implementation services on the project. You agree that those resumes are for your information and planning purposes only. You may conduct, at your expense, reference checks on the proposed key personnel. Any such reference checks must be conducted within a timeframe, to be mutually agreed to, that does not impact project initiation. Once our project team is assembled and your counterparts have been identified, both parties agree that, except for reasons outside their control, they will not remove staff and personnel from their assigned project roles without reasonable advance notice, and that they will work together to tyler 7 mitigate project impacts after any such removal. The parties will also work together to manage the project impact resulting from the temporary unavailability of project staff from either party. We agree to use commercially reasonable efforts to maintain consistency of project personnel and commit to replacement resources having sufficient project knowledge, without additional cost to you, in order to render services in accordance with contractual requirements. In the event our personnel is/are not providing services consistent with our services warranty or are otherwise negatively impacting the project, you will notify us of that deficiency and give us a reasonable opportunity to correct it. In the event the deficiency persists, we will replace that project member within a commercially reasonable time, upon your written request and demonstration of good cause. Replacement staff will be assigned following the same processes set forth above and shall have the necessary skills, experience, and knowledge to perform the assigned duties of the project. Tyler will use commercially reasonable efforts to mitigate any impacts to the project schedule; provided, however, that if necessary, the parties shall revise the project schedule accordingly. The foregoing notwithstanding, if the replacement personnel is providing services onsite, you shall remain liable for travel expenses incurred by such personnel to be invoiced in accordance with the Business Travel Policy. In the event Tyler disagrees with the Client's request to remove personnel, the matter shall be referred to the Dispute Resolution Process of this Agreement. SECTION D — THIRD PARTY PRODUCTS 1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with Exhibit B. 2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party Software and related documentation for internal business purposes only. Your rights to the Third Party Software will be governed by the Third Party Terms. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant access to the Third Party Software. 3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware. 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products. 4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third -party at the rates set forth in the Investment Summary and in accordance with Exhibit B. SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in ••:. tyler 8 the Investment Summary per Exhibit B, subject to Section E(2). 2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so. SECTION F —TERM AND TERMINATION 1. Term. The initial term of this Agreement is equal to the number of years indicated for SaaS Services in Exhibit A, commencing on the first day of the first month following the Effective Date, unless earlier terminated as set forth below. If no duration is indicated in Exhibit A, the initial term is one (1) year. Upon expiration of the initial term, this Agreement will renew automatically for additional one (1) year renewal terms at our then -current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then -current renewal term. Prior to any renewal of this Agreement, you may choose to not renew any module(s) upon providing at least sixty (60) days' prior written notice. For the avoidance of doubt, this right of non -renewal applies at the end of the initial term, or at the end of any renewal term. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement. 2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2). 2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don't cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. 2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section H(3). 2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more. tyler 9 2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience. 3. Return of Data. In the event of termination or expiration of this Agreement, and upon reasonable advance notice, Tyler shall promptly make all Data available to you in the form of a SQL database or other such format as may be mutually agreed upon, provided through Tyler's FTP server or such other secure method reasonably selected by Tyler. Such Data will be provided at no additional cost. SECTION G — INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non -licensed third parties, or your willful infringement. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in ••:.p. tyler 10 writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense. 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THE THEN -CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. Tyler shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the services performed under the Agreement. Tyler's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of Tyler to the coverage provided by such insurance, or otherwise limit the Client's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance Tyler shall obtain insurance of the types and coverage described below: tyler 11 1. Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be written at least as broad as an industry accepted form. 2. Commercial General Liability insurance shall be at least as broad as an industry accepted form and shall cover liability arising from premises, operations, and personal injury and advertising injury. Tyler shall include Client as an additional insured under Tyler's Commercial General Liability insurance policy with respect to claims arising out of or relating to the Agreement. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Technology Errors & Omissions (E&O) 5. Network Security (Cyber) and Privacy Insurance B. Minimum Amounts of Insurance The Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per claim. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Technology Errors & Omissions (E&O) shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. 4. Network Security (Cyber) and Privacy Insurance shall be written with limits no less than $2,000,000 per claim $2,000,000 policy aggregate for network security and privacy coverage. C. Other Insurance Provisions - Tyler's policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Tyler's insurance coverage shall be primary insurance with respect to the Client for claims arising out of or relating to the Agreement. Any insurance, self-insurance, or self -insured pool coverage maintained by Client shall be in excess of Tyler's insurance and shall not contribute with it. 2. Tyler shall provide Client with written notice of any policy cancellation within thirty days of their receipt of such notice. 3. If Tyler maintains higher insurance limits than the minimums shown above, Client shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Tyler, irrespective of whether such limits maintained by Tyler are greater than those required by this Agreement or whether any certificate of insurance furnished to the Client evidences limits of liability lower than those maintained by Tyler. ••: tyler 12 D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A-:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Tyler shall furnish the Client with copies of certificates of insurance and a copy of the blanket endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. SECTION H — GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then -current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date. 3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non -binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct -pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. 5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, tyler 13 weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. Such estimated duration to include a reasonable amount of time required to address issues stemming from the Force Majeure event and a reasonable amount of time required for the restoration of normal business activities. The impacted party shall use reasonable efforts to end the failure or delay and ensure the effects of such Force Majeure event are minimized. The impacted party shall also resume the performance of its obligations as soon as reasonably practicable after the removal of the cause of the Force Majeure. 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms. 11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non -enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non -enforcement prevent such party from enforcing each and every term of this Agreement thereafter. • ° tyler 14 14. Independent Contractor. We are an independent contractor for all purposes under this Agreement. 15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party. 16. Client Lists. You agree that we may identify you by name in client lists, , provided however that we may not identify individual staff members by name or present testimonials without the prior written authorization of the City. The City does not grant use of its logo to Tyler unless specifically authorized by the City in writing following the Effective Date. 17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; (b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law. 18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your Data. In the event we detect malware or other conditions associated with your Data that are reasonably suspected of putting Tyler resources or other Tyler clients' data at risk, we reserve the absolute right to move your Data from its location within a multi -tenancy Tyler hosted environment to an isolated "quarantined" environment without advance notice. Your Data will remain in such quarantine for a period of at least six (6) months during which time we will review the Data, and all traffic associated with the Data, for signs of malware or other similar issues. If no issues are detected through such reviews during the six (6) month period of quarantine, we will coordinate tyler 15 with you the restoration of your Data to a non -quarantined environment. In the event your Data must remain in quarantine beyond this six (6) month period through no fault of Tyler's, we reserve the right to require payment of additional fees for the extended duration of quarantine. We will provide an estimate of what those costs will be upon your request. 19. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license. 20. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law. 21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 22. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement. 23. Socrata Solution Terms. Your use of certain Tyler solutions includes Tyler's Socrata data platform. Your rights, and the rights of any of your end users, to use Tyler's Socrata SaaS Services Terms of Services, available at https://www.tvlertech.com/terms/socrata-saas-services-terms-of-service. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms. 24. Laws and Regulations. Tyler, in the performance of services, will comply with all applicable laws, ordinances, orders, decrees and regulations. The fees in the Investment Summary are based, in part, on the cost of compliance with applicable laws existing as of the time of the Effective Date. Should laws applicable to Tyler's performance under the Agreement change post -signature, Tyler reserves the right to seek a change order for the additional work, time and/or cost that may be required to comply with the new law, ordinance or regulation. 25. Right to Audit. You may audit our books and records relating directly to this Agreement once per year on one -week advance written notice, and at your expense. tyler 16 26. Contract Documents. This Agreement includes the following exhibits: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Investment Summary Schedule 1: Migration Modules Invoicing and Payment Policy Schedule 1: Business Travel Policy Service Level Agreement Schedule 1: Support Call Process Third Party Terms Schedule 1: Hyperlinked Terms Schedule 2: DocOrigin Terms Statement of Work Tyler's Proposal Request for Proposal In the event of a conflict in the various Agreement documents listed above, the conflicting language will be interpreted and resolved according to the following order of precedence: a) b) c) This Software as a Service Agreement, inclusive of Exhibits A-E; Exhibit F —Tyler's Proposal; and Exhibit G — Request for Proposal. IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below. Tyler Technologies, Inc. City of Spokane Valley, Washington Name: Robert Kennedy -Jensen Title: Group General Counsel Date: October 3, 2022 Address for Notices: Tyler Technologies, Inc. One Tyler Drive Yarmouth, ME 04096 Attention: Chief Legal Officer By: Name: Title: Date: So N G ry '144/v 4G)674._ to^/8—Z2 Address for Notices: City of Spokane Valley 10210 E. Sprague Ave., Spokane Valley, WA 99206-6124 Attention: tyler 17 DOCUMENTS REQUIRING THIRD -PARTY NOTIFICATION PRIOR TO PUBLIC DISCLOSURE This page has been inserted in place of the page(s) entitled "Attachment A Investment Summary" of a contract document which sets forth the rates charged by the contracting entity. Pursuant to the Washington Public Records Act (RCW 42.56), the City has determined that this record may be available for disclosure upon request for review by a third party. However, pursuant to RCW 42.56.520 and RCW 42.56.540, the City has determined it is appropriate to provide the contracting entity notification of any request for this record to allow them time to determine if they wish to seek to obtain a court order requiring the record to be withheld. Please contact the City Public Records Officer at (509) 720-5000 or visit our website at www.spokanevalley.org to complete a Public Record Request to receive a copy of this record. Human Resources Web Accounts Receivable Applicant Tracking Budget Preparation Data Dictionaries Fixed Assets GASB GL/AP Human Resources Menu Payroll Project Accounting Purchasing LaserFiche interface •. tyler • • technologies Exhibit A Schedule 1 Migration Modules Exhibit A Schedule 1 tyler 1 Exhibit B ••• tyler •ft technologies Exhibit B Invoicing and Payment Policy We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees will be at our then -current rates. Beginning on the commencement of the initial term, Client shall no longer be required to pay annual support fees for the Migration Modules. 2. License Fees: License fees are invoiced 100% on the date when we provide you with access to the applicable Tyler Software (the "Software Access Date"). 3. Other Tyler Software and Services. 3.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN. 3.2 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced on a monthly -basis as delivered, at the rates set forth in the Investment Summary. Implementation Hours are scheduled and delivered, and invoiced, in four (4) or eight (8) hour increments. 3.3 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed -fee services, they will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis. 3.4 Conversions: Fixed -fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance to load the converted Data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis. 3.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the tyler 1 Exhibit B applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in this Agreement. 3.6 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where "Project Planning Services" are provided, payment will be due upon delivery of the Implementation Planning document. 3. Third Party Products. 3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading. 3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading. 3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery. 3.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary. 3.5 Third Party SaaS: Third Party SaaS Services fees, if any, are invoiced annually, in advance, commencing with availability of the respective Third Party SaaS Services. Pricing for the first year of Third Party SaaS Services is indicated in the Investment Summary. Pricing for subsequent years will be at the respective third party's then -current rates. 4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in Schedule A and may be increased by Tyler upon notice of no less than thirty (30) days. S. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then -current Business Travel Policy. Our current Business Travel Policy is attached to this Exhibit B as Schedule 1. We agree that our personnel shall not charge fees for time spent while in transit to your site. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available. 6. Credit for Prepaid Maintenance and Support Fees for Migration Modules. Client will receive a credit for the maintenance and support fees prepaid for the Migration Modules for the time period commencing on the first day of the initial term, as set forth in Section F (1) of this Agreement. Migration Modules are listed at Exhibit A, Schedule 1. Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting AR@tylertech.com. tyler 2 •_��- tyler •: • technologies Exhibit B Schedule 1 Business Travel Policy 1. Air Travel A. Reservations & Tickets Exhibit B Schedule 1 The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee's total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee's total trip duration, the connecting flight should be accepted. Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for "Basic Economy Fares" because these fares are non-refundable and have many restrictions that outweigh the cost -savings. B. Baggage Fees Reimbursement of personal baggage charges are based on trip duration as follows: • Up to five (5) days = one (1) checked bag • Six (6) or more days = two (2) checked bags Baggage fees for sports equipment are not reimbursable. ••: tyler 1 Exhibit B Schedule 1 2. Ground Transportation A. Private Automobile Mileage Allowance — Business use of an employee's private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home. B. Rental Car Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a "mid -size" or "intermediate" car. "Full" size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined. C. Public Transportation Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately. D. Parking & Tolls When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented. 3. Lodging Tyler's TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. "No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's cancellation policy. Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. tyler 2 Exhibit B Schedule 1 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem. Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required. A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Dav Depart before 12:00 noon Depart after 12:00 noon Return Day Lunch and dinner Dinner Return before 12:00 noon Breakfast Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows: Breakfast 15% Lunch 25% Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. tyler 3 Exhibit B Schedule 1 5. Internet Access — Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee's hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for Internet access at airports are not reimbursable. 6. International Travel All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the "lowest practical coach fare" with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed. When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable. The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable. Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section. tyler 4 Exhibit C • •.• •••'•tyler .. • technologies Exhibit C Service Level Agreement I. Agreement Overview This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. This SLA does not apply to any Third Party SaaS Services. All other support services are documented in the Support Call Process. II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement. Actual Attainment: The percentage of time the Tyler Software is available during a calendar quarter, calculated as follows: (Service Availability — Downtime) - Service Availability. Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third -party providers over whom we exercise no control. Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present. Emergency Maintenance: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client. Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window. Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure. Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week. 111. Service Availability a. Your Responsibilities Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number. b. Our Responsibilities When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Planned ••::•. tyler 1 Exhibit C Downtime, a Client Error Incident, Denial of Service attack or Force Majeure). We will also work with you to resume normal operations. c. Client Relief Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the SaaS fees paid for the calendar quarter. In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen days (15) of the end of the applicable quarter. We will respond to your relief request within thirty (30) day(s) of receipt. The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption. Client Relief Schedule Actual Attainment Client Relief 99.99% - 99.50% Remedial action will be taken 99.49% - 98.50% 2% 98.49% - 97.50% 4% 97.49% - 96.50% 6% 96.49% - 95.50% 8% Below 95.50% 10% * Notwithstanding language in the Agreement to the contrary, Recovery Point Objective is one (1) hour. IV. Maintenance Notifications We perform Standard Maintenance during limited windows that are historically known to be reliably low -traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you. Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable that the Tyler Software will be unavailable during the maintenance window. •• tyler 2 •• •❖®®tyler ® • technologies Exhibit C Schedule 1 Support CaII Process Support Channels Exhibit C Schedule 1 Tyler Technologies, Inc. provides the following channels of software support for authorized users*: (1) On-line submission (portal) —for less urgent and functionality -based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website. A built-in Answer Panel provides users with resolutions to most "how-to" and configuration - based questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case. (2) Email — for less urgent situations, users may submit emails directly to the software support group. (3) Telephone —for urgent or complex questions, users receive toll -free, telephone software support. * Channel availability may be limited for certain applications. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website — www.tylertech.com —for accessing client tools, documentation, and other information including support contact information. (2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7. (3) Tyler Community —provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (4) Tyler University — online training courses on Tyler products. Support Availability Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday — Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Tyler's holiday schedule is outlined below. There will be no support coverage on these days. New Year's Day Labor Day Martin Luther King, Jr. Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of tyler 1 Exhibit C Schedule 1 such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below. We will also make commercially reasonable efforts to be available for one pre -scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment. Incident Handling Incident Tracking Every support incident is logged into Tyler's Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler's Customer Portal or by calling software support directly. Incident Priority Each incident is assigned a priority level, which corresponds to the Client's needs. Tyler and the Client will reasonably set the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain "characteristics" may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the Client towards clearly understanding and communicating the importance of the issue and to describe generally expected response and resolution targets in the production environment only. References to a "confirmed support incident" mean that Tyler and the Client have successfully validated the reported Defect/support incident. Priority Level Characteristics of Support Incident Resolution Targets* Support incident that causes (a) Tyler shall provide an initial response to Priority Level complete application failure or 1 incidents within one (1) business hour of receipt of 1 application unavailability; (b) application failure or unavailability in one or more of the client's remote the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a Critical location; or (c) systemic loss of circumvention procedure within one (1) business multiple essential system functions. day. For non -hosted customers, Tyler's responsibility for lost or corrupted data is limited to assisting the Client in restoring its last available database. •••'•• tyler 2 Exhibit C Schedule 1 Priority Level Characteristics of Support Incident Resolution Targets" 2 High Support incident that causes (a) repeated, consistent failure of essential functionality affecting more than one user or (b) loss or corruption of data. Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within ten (10) business days. For non -hosted customers, Tyler's responsibility for loss or corrupted data is limited to assisting the Client in restoring its last available database. 3 Medium Priority Level 1 incident with an existing circumvention procedure, or a Priority Level 2 incident that affects only one user or for which there is an existing circumvention procedure. Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents without the need for a circumvention procedure with the next published maintenance update or service pack, which shall occur at least quarterly. For non -hosted customers, Tyler's responsibility for lost or corrupted data is limited to assisting the Client in restoring its last available database. 4 Non critical Support incident that causes failure of non -essential functionality or a cosmetic or other issue that does not qualify as any other Priority Level. Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future version release. 'Response and Resolution Targets may differ by product or business need Incident Escalation If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect. Remote Support Tool Some support calls may require further analysis of the Client's database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry -standard remote support tool. Tyler's support team must have the ability to quickly connect to the Client's system and view the site's setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. ••. tyler 3 Exhibit D • •••••• tyler • technologies Exhibit D Third Party Terms •°•• tyler • techno!og.es 1 Exhibit D Schedule 1 ••• •• tyler ••. • technologies Exhibit D Schedule 1 Hyperlinked Terms ThinPrint Terms. Your use of Tyler Forms software and forms is subject to the End User License Agreement terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway found here: https://www.thinprint.com/en/legal-notes/eula/. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms. tyler 1 Exhibit D Schedule 2 • • ••••••�• tyler •• • technologies Exhibit D Schedule 2 DocOrigin Terms REMAINDER OF PAGE INTENTIONALLY LEFT BLANK tyler • terh,eNes 1 Exhibit D Schedule 2 ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY ECLIPSE CORPORATION WSL, INC. (Eclipse Corporation) AND IS NOT BEING SOLD. THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES. DocOripin SOFTWARE LICENSE IMPORTANT -READ CAREFULLY: This End -User License Agreement ("Agreement' or 'EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "You") and Eclipse Corporation WSL, Inc. referred to in this EIJLA as Eclipse Corporation, for she DocOrigin software product that accompanies this EULA, including any associated media, printed materials and electronic documentation (the "Software"). The Software also encompasses any software updates, add -on components, web services andi'or supplements that may be provided to you or made available to you after the date you obtain the initial copy of the Software to the extent that such items are not accompanied by a separate license agreement or terms of use. If you receive the Software under separate terms from your distributor, those terms will take precedence over any conflicting terns of this EULA By installing, copying, downloading. accessing or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, access or use the Software: instead. you should remove the Software from all systems and receive a full refund. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (11) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. 1. LICENSE TERMS 1.1 In this Agreement a 'License Key means any license key, activation code, or similar installation, access or usage control codes, including serial numbers digitally created and or provided by Eclipse Corporation ,designed to provide unlocked access to the Software and its functionality. 1.2 Evaluation License. Subject to all of the terms and conditions of this Agreement, Eclipse Corporation grants You a limited, royalty -free, non-exclusive, non -transferable license to download and install a copy of the Software from www.doaorigin.com on a single machine and use it cn a royalty -free basis for no more than 120 days from the date of installation (the "Evaluation Period"). You may use the Software during the Evaluation Period solely for the purpose of testing and evaluating it to determine if You wish to obtain a commercial. production license for the Software. This evaluation license grant will automatically end on expiry of the Evaluation Period and you acknowledge and agree that Eclipse Corporation will be under no obligation to renew or extend the Evaluation Period. If you wish to continue using the Software You may. cn payment of the applicable fees. upgrade to a full license (as further described in section 1.3 below) on the terms of this Agreement and will be issued with a License Key for the same. If you do not wish to continue to license the Software after expiry of the Evaluation Period. then You agree to comply with the termination obligations set out in section [7.3] of this Agreement. For greater certainty, any document generated by you under an evaluation license will have a 'spoiler' or watermark on the output document_ Documents generated by DocOrigin software that has a valid license key file also installed will not have the 'spoiler' produced. You are not perrnited to remove the watermark or 'spoiler' from documents generated using the software under an evaluation license. 1.3 Development and Testing Licenses. Development and testing licenses are available for purchase through authorized distributors and resellers of Eclipse Corporation only. Subject to all of the terms and conditions of this Agreement, Eclipse Corporation grants You,, a perpetual (subject to termination by Eclipse Corporation due to your breach of the terms of this Agreement). non-exclusive, non -transferable, worldwide ••e tyler 2 Exhibit D Schedule 2 non -sub license able license to download and install a copy of the Software from www.docorigin.com on a single machine and use for development and testing to create collateral deployable to Your production system(s). You are nod entitled to use a development and testing license for live production purposes_ 1.4 Production Licenses. Production licenses are available for purchase through authorized distributors and resellers of Eclipse Corporation only. Subject to all of the terms and conditions of this Agreement, Eclipse Corporation grants You. a perpetual (subject to termination by Eclipse Corporation due to your breach of the terms of this Agreement), non-exclusive, non -transferable, worldwide non -sub license able license to use the Software in accordance with the license type purchased by you as set out on your purchase order as further described below. For greater certainty, unless otherwise agreed in a purchase order concluded with an approved distributor of the Software, and approved by Eclipse Corporation, the default license to the Software is a per -CPU license as described in A_ below: A. Per -CPU. The total number of CPUs on a computer used to operate the Software may not exceed the licensed quantity of CPUs. For purposes of this license metric: (a) CPUs may contain more than cne processing core, each group of two (2) processing cores is consider one (1) CPU., and any remaining unpaired processing core. will be deemed a CPU_ (b) all CPUs on a computer on which the Software is installed shall be deemed to operate the Software unless You configure that computer (using a reliable and verifiable means of hardware or software partitioning) such that the total number of CPUs that actually operate the Software is less than the total number on that computer_ Virtual Machines ("VM's') are considered as a server. Installing and configuring the software on multiple VM s. requires one license per VM server. An enterprise license is available upon request. Pricing varies based on the size of the company. B. Per -Document- This is defined as a fee per document based on the total number of documents generated annually by merging data with a template created by the Software. The combined data and template produce documents of one or more pages. A document may contain 1 or more pages. or instance, a batch of invoices for 250 customers may contain 1,0r00 pages, this will be counted as 250 documents which should correspond to 250 invoices. C. Per -Surface- This is defined as a fee per surface based on the total number of surfaces generated annually by merging data with a template created by the Software_ The combined data and template produce documents of one or more pages, the pages may be printed one side (one sur'ace) or duplexed (2 surfaces). The documents may be rendered to a computer file (i.e. PDF}, each page placed in the file is considered a surface_ A document may contain 1 or more surfaces. For instance, a batch of invoices for 250 customers may contain 500 pages duplexed. this will be counted as 1000 surfaces_ 1.5 Disaster Recovery License. You may request a Disaster Recovery license of the Software for each production license You have purchased as a faitover in the event of loss of use of the production server(s). This license is for disaster recovery purposes only and under no circurnstancc may the disaster recovery license be used for production simultaneously with a production license with which it is paired. 1.6 Backup Copies_ After installation of the Software pursuant to this EULA. you may store a copy of the installation files for the Software solely for backup or archival purposes. Except as expressly provided in his EULA, you may not otherwise make copies of the Software or the printed materials accompanying the Software. 1.7 Third -Party Software License Rights. If a separate license agreement pertaining to an item of third -party software is: delivered to You with the Software, included in the Software download package, or referenced in any material that is provided with the Software. then such separate license agreement shall govern Your use of that item or version of Third -Party Software. Your rights in respect to any third -party software, third -party data, third -party software or other third -party content provided with the Software shall be limited to those rights necessary to operate the Software as perrritted by this Agreement. No other rights in the Software or third -party software are granted to You. ••:fl� tyler 3 Exhibit D Schedule 2 2. LICENSE RESTRICTIONS Any copies of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy of the Software originally provided to You_ You may not remove or alter any copyright, trademark andlor proprietary notices marked on any part of the Software or related documentation and must reproduce all such notices on all authorized copies of the Software and related documentation. You shall not sublicense, distribute or otherwise make the Software available to any third party (including, without limitation, any contractor. franchisee, agent or dealer) without first obtaining the written agreement of (a) Eclipse Corporation to that use, and (b) such third party to comply with this Agreement You further agree not to (i) rent, lease, sell, sublicense, assign, or otherwise transfer the Software to anyone else; (ill directly or indirectly use the Software or any information about the Software in the development of any software that is competitive with the Software, or (iii) use the Software to operate or as a part of a time-sharing service, outsourcing service, service bureau, application service provider or managed service provider offering. You further agree not to reverse engineer, decompile, or disassemble the Software. 3. UPDATES, MAINTENANCE AND SUPPORT 3.t. During the validity penod of Your License Key, You will be entitled to download the latest version of the Software from the DocOrigin website www_docongin.com. Use of any updates provided to You shall be governed by the terms and conditions of this Agreement. Eclipse Corporation reserves the right at any time to not release or to discontinue release of any Software and to alter prices, features, specifications. capabilities, functions. licensing terms, release dates. general availability or other characteristics of the Software. 3.2 On expiry of your maintenance and support contract, you will have the right to continue using the current versions) of the Software which you downloaded prior to the date of expiry of your License Key. However, you wilt need to renew rnaintenance and support in order to receive a new License Key that will unlock the more current versions) of the Software. For greater certainty, if you attempt to use an expired License Key to download the latest version of the Software, the Software will revert to being a locked, evaluation copy of that version of the Software. 4 INTELLECTUAL PROPERTY RIGHTS. This EULA does not grant you any rights in connection with any trademarks or service marks of Eclipse Corporation or DocOrigin. All title and intellectual property rights in and to the Software, the accompanying printed materials, and any copies of the Software are owned by Eclipse Corporation or its suppliers. All title and intelleotual properly rights in and ID the content that is not contained in the Software. but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this Software contains documentation that is provided only in electronio form, you may pent one copy of such electronic documentation. 5. DISCLAIMER OF WARRANTIES. TO THE GREATEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE AND TECHNICAL SUPPORT PROVIDED BY ECLIPSE CORPORATION HEREUNDER ARE PROVIDED ON AN 'AS IS' BASIS AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE. OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY ECLIPSE CORPORATION ECLIPSE CORPORATION DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY. DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT_ ECLIPSE CORPORATION DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE ERROR -FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRECTED. In certain jurisdictions, some or all of the provisions in this Section may not be effective or the applicable law may mandate a more extensive warranty in which case the applicable law will prevail over this Agreement. ••:>. tyler 4 Exhibit D Schedule 2 6. INDEMNIFICATION & LIMITATIONS OF LIABILITY. 6.1 Eclipse Corporation shall defend and/or settle at its expense, any claims, actions, allegations or proceedings against You to the extent arising out of or relating to misappropriation or infringement by the Software of any third party's proprietary or intellectual property right (-Claims"), and Eclipse Corporation shall pay all damages finally awarded by a court of competent jurisdiction to such third party against You, or any settlement amounts agreed by Eclipse Corporation; subject to the conditions that, You shall notify Eclipse Corporation promptly of any You Claims. permit Eclipse Corporation to control the defense and settlement of such Claims and assist Eclipse Corporation, at Eclipse Corporation's expense, in defending or settling such Claims. Eclipse Corporation shall not be liable for any settlement amounts entered into by You without Eclipse Corporation's prior written approval. If Eclipse Corporation has reason to believe that it would be subject to an injunction or continuing damages based on the Software, then Eclipse Corporation may (and if Eclipse Corporation or any of its customers or third party software suppliers is subject to an injunction or continuing damages based on the Software), then notwithstanding any other provision in this Agreement, Eclipse Corporation shall be entitled to either modify the Software to make it non -infringing and/or remove the misappropriated material, replace the Software or portion thereof with a service or materials that provide substantially the same functionality or information, or, if neither of the foregoing is commercially practic-able, require You to cease using the Software and refund to You (a) a pro rata portion of any one (1) time fees (based on a three (3) year, straight-line depreciation schedule from the date of payment). and (b) any fees that have been pre -paid by You but are unused The foregoing notwithstanding, Eclipse Corporation shall have no liability for a claim of infringement or misappropriation to the extent caused by (i) the combination of the Software with any other service, software, data or products not provided or approved by Eclipse Corporation: or (ii) the use of any material provided by You or any end users, (iii) any breach by You of this Agreement THE FOREGOING IS ECLIPSE CORPORATION'S SOLE AND EXCLUSIVE LIABILITY. AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD -PARTY INTELLECTUAL PROPERTY RIGHTS. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECLIPSE CORPORATION BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, LEGAL EXPENSES. LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE. LOST OR DAMAGED DATA• LOSS OF COMPUTER TIME. COST OF SUBSTITUTE GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ECLIPSE CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE. 6.2 THE ENTIRE LIABILITY OF ECLIPSE CORPORATION AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED BY ECLIPSE CORPORATION IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS PAID BY YOU FOR THE SOFTWARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE TO THE CLAIM. 5.3 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER ECLIPSE CORPORATION NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. 7. TERM AND TERMINATION 7.! The term of this Agreement will begin on download of the Software and, in respect of an Evaluation License, shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1, shall oontinue for as long as You use the Software, unless earlier terminated sooner under this section 7. 7.2 Eclipse Corporation may terminate this Agreement in the event of any breach by You if such breach has not been cured within thirty (30) days of notice to You. No termination of this Agreement will entitle You to a refund of any amounts paid by You to Eclipse Corporation or its applicable distributor or reselier or affect any obligations You may have to pay any outstanding amounts owing to Eclipse Corporation or its distributor. •• °e tyler 5 Exhibit D Schedule 2 7.3 Your rights to use the Software will immediately tenninate upon termination or expiration of this Agreement Within thirty (3D) days of termination or expiration of this Agreement, You shall purge all Software and all copies thereof from all computer systems and storage devices on which it was stored, and certify such to Eclipse Corporation 8. GENERAL PROVISIONS 8.1 No Waiver. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied term set out in this Agreement constitutes consent to any subsequent breach, whether of the same or any other provision_ 8.2 Severability. If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this Agreement and the remainder of this Agreement will remain in full force and effect 8.3 Assignment You may not transfer or assign this Agreement (whether voluntarily, by operation of law, or otherwise) without Eclipse Corporation 's prior written consent. Eclipse Corporation may assign this Agreement at any time without notice. This Agreement is binding upon and will inure to the benefit of both parties, and their respe-ctive successors and permitted assigns. 8.4 Governing Law and Venue if You are located in the USA This Agreement shall be governed by the laws of the State of Texas if You are located in the USA No choice of laws rules of any jurisdiction shall apply to this Agreement You consent and agree that the courts of the State of Texas shall have jurisdiction over any legal action or proceeding brought by You arising out of or relating to this Agreement, and You consent to the jurisdliation of such courts for any such action or proceeding. 8.5 Governing Law and Venue if You are not located in the USA. This Agreement shall be governed by the laws of the Province of Ontario in Canada if You are not located in the USA No choice of laws rules of any jurisdiction shall apply to this Agreement You consent and agree that the courts of the Province of Ontario in Canada shall have jurisdiction over any legal action or proceeding brought by You arising out of or relating to this Agreement, and You consent to the jurisdiction of such courts for any such action or proceeding. 8.6 Entire Agreement_ This Agreement is the entire understanding and agreement between You and Eclipse Corporation with respect to the subject matter hereof, and it supersedes all prior negotiations, commitments and understandings, verbal or written, and purchase order issued by You. This Agreement may be amended or otherwise modified by Eclipse Corporation from time to time and the most recent version of the Agreement will be available on the Eclipse Corporation website www.docongin.com. Last Updated: July 22, 2017 ••:;�9 tyler 6 Exhibit E • •••••.••• tyler . • technologies Exhibit E Statement of Work Statement of Work, if applicable, to be inserted prior to Agreement execution. • tyler 1 Exhibit E City of Spokane Valley, WA SOW from Tyler Technologies, Inc. 9/9/2022 Presented to: 10210 E Sprague Ave Ste 106 Spokane Valley, WA 99206-6124 Contact: Rich Boven Email: richard.boven@tylertech.com One Tyler Drive, Yarmouth, ME 04096 ler •- ti ;:i inolosies Exhibit E 1 Table of Contents PART 1: EXECUTIVE SUMMARY 1 1. Project Overview 1 1.1 Introduction 1 1.2 Project Goals 1 1.3 Methodology 2 PART 2: PROJECT FOUNDATION 4 2. Project Governance 4 3. Project Scope Control 5 3.1 Managing Scope and Project Change 5 3.2 Change Control 5 3.3 Change Request Management 5 4. Acceptance and Acknowledgement Processes 7 5. Roles and Responsibilities 8 5.1 Tyler Roles & Responsibilities 8 5.1.1 Tyler Executive Manager Pete Thibideau (pete.thibideau@tylertech.com) 8 5.1.2 Tyler Implementation Manager Rich Boven (richard.boven@tylertech.com) 8 5.1.3 Tyler Project Manager 9 5.1.4 Tyler Implementation Consultant 10 5.1.5 Tyler Sales 10 5.1.6 Tyler Technical Services 10 5.2 City Roles & Responsibilities 10 5.2.1 City Executive Sponsor 10 5.2.2 City Steering Committee 11 5.2.3 City Project Manager 11 5.2.4 City Functional Leads 13 5.2.5 City Power Users 13 5.2.6 City End Users 14 5.2.7 City Technical Lead 14 5.2.8 City Change Management Lead 14 PART 3: PROJECT PLAN 16 6. Project Stages 16 6.1 Initiate and Plan 17 6.1.1 Initial Coordination 17 6.1.2 Project/Phase Planning 18 City of Spokane Valley, WA Tyler Technologies, Inc. Page I I Exhibit E 6.1.3 Infrastructure Planning 19 6.1.4 Stakeholder Meeting 20 6.1.5 Intentionally left blank. 21 6.1.6 Control Point 1: Initiate & Plan Stage Acceptance 21 6.2 Assess & Define 22 6.2.1 Solution Orientation 22 6.2.2 Current & Future State Analysis 23 6.2.3 Conversion Assessment 24 6.2.4 Intentionally left blank. 25 6.2.5 Intentionally left blank. 25 6.2.6 Control Point 2: Assess & Define Stage Acceptance 25 6.3 Prepare Solution 25 6.3.1 Initial System Deployment 26 6.3.2 Configuration 27 6.3.3 Process Refinement 28 6.3.4 Conversion Delivery 29 6.3.5 Intentionally left blank 31 6.3.6 Intentionally left blank. 31 6.3.7 Control Point 3: Prepare Solution Stage Acceptance 31 6.4 Production Readiness 32 6.4.1 Solution Validation 32 6.4.2 Go -Live Readiness 33 6.4.3 End User Training 34 6.4.4 Control Point 4: Production Readiness Stage Acceptance 35 6.5 Production 35 6.5.1 Go -Live 35 6.5.2 Transition to Client Services 37 6.5.3 Post Go -Live Activities 38 6.5.4 Control Point 5: Production Stage Acceptance 39 6.6 Close 39 6.6.1 Phase Closeout 39 6.6.2 Project Closeout 40 6.6.3 Control Point 6: Close Stage Acceptance 41 7. General Assumptions 42 7.1 Project 42 7.2 Organizational Change Management 42 7.3 Resources and Scheduling 42 7.4 Data 43 7.5 Facilities 44 8. Glossary 45 PART 4: APPENDICES 48 City or Spokane Valley, WA !v!,:.i l<:rcl;.-?c/ogie, Inc. oq Exhibit E 9. Conversion 48 9.1 Enterprise ERP Conversion Summary 48 9.1.1 Accounting COA 48 9.1.2 Accounting - Actuals 48 9.1.3 Accounting - Budgets 48 9.1.4 Accounts Payable Master 48 9.1.5 Accounts Payable - Checks 48 9.1.6 Accounts Payable - Invoices 48 9.1.7 Capital Assets Master 48 9.1.8 Purchase Orders 49 9.1.9 Project Grant Accounting 49 9.1.10 Project Grant Accounting - Actuals 49 9.1.11 Project Grant Accounting — Budget 49 9.1.12 General Billing CID 49 9.1.13 General Billing — Recurring Invoices 49 9.1.14 General Billing — Bills 49 9.1.15 Payroll 49 9.1.16 Payroll — Accrual Balances 49 9.1.17 Payroll - Deductions 50 9.1.18 Payroll —State Retirement Tables 50 9.1.19 Payroll —Accumulators 50 9.1.20 Payroll — Check History 50 9.1.21 Payroll — Earning/Deduction Hist. 50 10. Planned Data Exchanges 1 11. Project Timeline 4 11.1 ERP Project Timeline 4 11.2 Intentionally left blank. 5 City of Spokane Valley, WA Tyler Technologies, Inc. Page / if/ Exhibit E Part 1: Executive Summary 1. Project Overview 1.1 Introduction Tyler Technologies ("Tyler") is the largest and most established provider of integrated software and technology services focused solely on the public sector. Tyler's end -to -end solutions empower public sector entities including local, state, provincial and federal government, to operate more efficiently and connect more transparently with their constituents and with each other. By connecting data and processes across disparate systems, Tyler's solutions transform how clients gain actionable insights that solve problems in their communities. 1.2 Project Goals This Statement of Work ("SOW") documents the methodology, implementation stages, activities, and roles and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler and the City of Spokane Valley, Washington ("City") (collectively the "Project"). The overall goals of the project are to: • Successfully implement the contracted scope on time and on budget • Increase operational efficiencies and empower users to be more productive • Improve accessibility and responsiveness to external and internal customer needs • Overcome current challenges and meet future goals, including but not limited to: o The current environment does not have a document repository. Many files are stored onsite in file cabinets that regularly need to be accessed. o Many current workflows are manual processes and are completed outside the system with manual efforts. This includes manually directed emails, fillable PDFs through shared folders and/or manually directed emails, or paper forms. o The current system lacks key reporting capabilities, making it difficult to monitor metrics and forcing staff to rely on other methods for tracking including the use of custom in- house reporting or MS Excel spreadsheets. o The system is not intuitive, especially for novice and infrequent users. Non-finance/HR staff navigate multiple screens to complete tasks and note the system is difficult to use without extensive training or guidance from other department staff. o Duplication and manual entry is causing business inefficiencies. The lack of integration between systems has resulted in staff entering information in multiple systems (i.e., staff entering data into the recruiting system followed by an entry in the Eden system). o There are few integration points between systems. City of Spokane Valley, WA Tyler Technologies, Inc. Page I 1 Exhibit E 1.3 Methodology This is accomplished by the City and Tyler working as a partnership and Tyler utilizing its depth of implementation experience. While each Project is unique, all will follow Tyler's six -stage methodology. Each of the six stages is comprised of multiple work packages, and each work package includes a narrative description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix. Tailored specifically for Tyler's public sector clients, the project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the project methodology repeats consistently across Phases, and is scaled to meet the City's complexity and organizational needs. Tyler's Six Stage Project Methodology INITIATE 3 ASSESS & PREPARE PRODUCTION PRODUCTION PLAN DEFINE SOLUTION READINESS CLOSE Evergreen Continuum Imgmemem GOVERNANCE TYLER PROJECT MANAGEMENT TYLER CLIENT SERVICES The methodology adapts to both single-phase and multiple -phase projects. To achieve Project success, it is imperative that both the City and Tyler commit to including the necessary leadership and governance. During each stage of the Project, it is expected that the City and Tyler Project teams work collaboratively to complete tasks. An underlying principle of Tyler's Implementation process is to employ an iterative model where the City's business processes are assessed, configured, validated, and refined cyclically in line with the project budget. This approach is used in multiple stages and work packages as illustrated in the graphic below. City of Spal r,e Valley, WA Tyler Techn,; Inc. Page 12 Exhibit E Iterative Project Model The delivery approach is systematic, which reduces variability and mitigates risks to ensure Project success. As illustrated, some stages, along with work packages and tasks, are intended to be overlapping by nature to complete the Project efficiently and effectively. City of Spokane Valley, WA Tyler Technologies, Inc. Page 13 Exhibit E Part 2: Project Foundation 2. Project Governance Project governance is the management framework within which Project decisions are made. The role of Project governance is to provide a decision -making approach that is logical, robust, and repeatable. This allows organizations to have a structured approach for conducting its daily business in addition to project related activities. This section outlines the resources required to meet the business needs, objectives, and priorities for the Project, communicate the goals to other Project participants, and provide support and guidance to accomplish these goals. Project governance defines the structure for escalation of issues and risks, Change Control review and authority, and Organizational Change Management activities. Throughout the Statement of Work Tyler has provided RACI Matrices for activities to be completed throughout the implementation which will further outline responsibilities of different roles in each stage. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage. The chart below illustrates an overall team perspective where Tyler and the City collaborate to resolve Project challenges according to defined escalation paths. If project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and the City Steering Committee become the escalation points to triage responses prior to escalation to the City and Tyler executive sponsors. As part of the escalation process, each Project governance tier presents recommendations and supporting information to facilitate knowledge transfer and issue resolution. The City and Tyler executive sponsors serve as the final escalation point. Project Governance Relationships CLIENT LEADERSHIP EXECUTIVE SPONSOR Champions the project, secures buy -in, provides oversight and ultimate decision -making STEERING COMMITTEE Monitors progress, goals and ohjectives TYLER LEADERSHIP EXECUTIVE SPONSOR Provides oversight and ultimate decision -making IMPLEMENTATION MANAGER Monitors progress PROJECT MANAGER PROJECT MANAGER Oversees project schedule and tasks Oversees project schedule and tasks City of Spokane Valley, WA Tyler Technologies, Inc. Page 14 Exhibit E 3. Project Scope Control 3.1 Managing Scope and Project Change Project Management governance principles contend that there are three connected constraints on a Project: budget, timeline, and scope. These constraints, known as the "triple constraints" or project management triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the work performed to deliver a product, service or result with the specified features and functions, while time is simply defined as the schedule. The Triple Constraint theory states that if you change one side of the triangle, the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased, cost and time to complete will also need to increase. The Project and executive teams will need to remain cognizant of these constraints when making impactful decisions to the Project. A simple illustration of this triangle is included here, showing the connection of each item and their relational impact to the overall Scope. Project Management Triangle A pillar of any successful project is the ability to properly manage scope while allowing the appropriate level of flexibility to incorporate approved changes. Scope and changes within the project will be managed using the change control process outlined in the following section. 3.2 Change Control It may become necessary to change the scope of this Project due to unforeseeable circumstances (e.g., new constraints or opportunities are discovered). This Project is being undertaken with the understanding that Project scope, schedule, and/or cost may need to change to produce optimal results for stakeholders. Changes to contractual requirements will follow the change control process specified in the final contract, and as described below. 3.3 Change Request Management Should the need for a change to Project scope, schedule, and/or cost be identified during the Project, the change will be brought to the attention of the Steering Committee and an assessment of the change will occur. While such changes may result in additional costs and delays relative to the schedule, some City of Spokane Valley, WA Tyler Technologies, Inc. Page / 5 Exhibit E changes may result in less cost to the City; for example, the City may decide it no longer needs a deliverable originally defined in the Project. The Change Request will include the following information: • The nature of the change. ■ A good faith estimate of the additional cost or associated savings to the City, if any. • The timetable for implementing the change. • The effect on and/or risk to the schedule, resource needs or resource responsibilities. The City will use its good faith efforts to either approve or disapprove any Change Request within ten (10) Business Days (or other period as mutually agreeable between Tyler and the City). Any changes to the Project scope, budget, or timeline must be documented and approved in writing using a Change Request form. These changes constitute a formal amendment to the Statement of Work and will supersede any conflicting term in the Statement of Work. Change Request Process u� CLIENT IDENTIFIES NEED/ DESIRE FOR CHANGE TYLER ASSESSES/ DETERMINES OUT OF SCOPE CLIENT DETAILS NEED IN CHANGE REQUEST FORM IF TYLER AGREES WITH THE REQUEST If Tyler Agrees with Request, Estimate provided to alert!, otherwise reason for dental provided CLIENT AUTHORIZES SCHEDULE ADJUSTED TO OR DECLINES THE ACCOMMODATE THE CHANGE CHANGE IF NECESSARY Including addition of new tasks that result from the change City of Spokane Valley, WA Tyler Technologies, Inc. Page 16 Exhibit E 4. Acceptance and Acknowledgement Processes The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success of the Project that each City office or department designates specific individuals for making decisions on behalf of their offices or departments. Both Tyler and the City will identify representative project managers. These individuals will represent the interests of all stakeholders and serve as the primary contacts between the two organizations. The coordination of gaining City feedback and approval on Project deliverables will be critical to the success of the Project. The City project manager will strive to gain deliverable and decision approvals from all authorized City representatives. When possible to ensure an efficient response process, the Tyler Project Manager will notify the City Project Manager of an upcoming Deliverable or Control Point to allow the City Project Manager adequate time to align resources for review and to effectively use the review timeline window, in order to meet mutually agreed upon response timelines. This will typically occur during recurring weekly status calls between Tyler and the City. Given that the designated decision -maker for each department may not always be available, there must be a designated proxy for each decision point in the Project. Assignment of each proxy will be the responsibility of the leadership from each City department. The proxies will be named individuals that have the authorization to make decisions on behalf of their department. Acceptance requires a formal sign -off while acknowledgement may be provided without formal sign -off at the time of delivery. Acceptance and/or Acknowledgement of the Deliverable or Control Point must be provided by either the City Project Manager, City Executive Sponsor, or designee, and must be in writing. Acknowledgement, acceptance, or other communication from a Subject Matter Expert (SME), Functional Lead, or other City Project Team member will not suffice as approval on Deliverables or Control Points. The following process will be used for accepting Deliverables and Control Points: • The City shall have five (5) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept each Deliverable or Control Point. If the City does not provide acceptance within five (5) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, and does not give a notice of rejection, Tyler may deem the Deliverable or Control Point as accepted. • If the City does not agree the Deliverable or Control Point meets requirements, the City shall notify Tyler project manager(s), in writing, with reasoning within five (5) business days, or the otherwise agreed -upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable. • Tyler shall address any deficiencies and redeliver the Deliverable or Control Point within a mutually agreed upon timeframe based upon the complexity of the deficiencies. The City shall then have two (2) business days, or an otherwise agreed upon timeframe, from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the City does not provide acceptance within two (2) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted. If the City again deems the Deliverable or Control point to be deficient and not in conformance with the stated Scope and Objectives of said Deliverable, City of Spokane Valley, WA Tyler Technologies, Inc. Page 17 Exhibit E the City shall reject the Deliverable and work with Tyler to cure the deficiency and re -deliver the Deliverable according to the process set forth in this Section. ■ Certain Deliverables developed throughout the project will not be static, and will be updated as needed throughout the process. As an example, the Implementation Project Plan ("Project Plan") will be delivered as a baseline document and developed collaboratively with the City. For these types of Deliverables that will be revised or otherwise maintained throughout the project, Tyler requires City Acknowledgement of receipt of the Deliverable, and not formal Acceptance. The City shall have five (5) business days from the date of receipt, or as otherwise mutually agreed upon in writing by the parties, to (a) acknowledge receipt of the Deliverable and conformance to the stated Scope and Objectives of said Deliverable; or (b) reject the Deliverable. ■ Acceptance by the City of shall, in no event, modify or limit Tyler's obligations under this SOW, nor shall the City be deemed to have waived any rights or remedies it may have under the Agreement, including this SOW. 5. Roles and Responsibilities The following defines the roles and responsibilities of each Project resource for the City and Tyler. Roles and responsibilities may not follow the organizational chart or position descriptions at the City, but are roles defined within the Project. It is common for individual resources on both the Tyler and City project teams to fill multiple roles. Similarly, it is common for some roles to be filled by multiple people. 5.1 Tyler Roles & Responsibilities Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one Phase in duration). Additional Tyler resources are assigned as the schedule develops and as needs arise. 5.1.1 Tyler Executive Manager Pete Thibideau (pete.thibideau@tylertech.com) Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process. This team member offers additional support to the Project team and collaborates with other Tyler department managers as needed to escalate and facilitate implementation Project tasks and decisions. • Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying the City's overall organizational strategy. • Authorizes required Project resources. ■ Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process. • Acts as the counterpart to the City's executive sponsor. 5.1.2 Tyler Implementation Manager Rich Boven (richard.boven@tylertech.com) ■ Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. The Tyler project managers consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler Project Manager or with City management as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level. City of Spokane Valley, WA Tyler Technologies, Inc. Page 18 Exhibit E • Assigns Tyler Project personnel. • Provides support for the Project team. • Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources. • Monitors Project progress including progress towards agreed upon goals and objectives. 5.1.3 Tyler Project Manager • The Tyler project manager(s) provides oversight of the Project, coordination of Tyler resources between departments, management of the Project budget and schedule, effective risk, and issue management, and is the primary point of contact for all Project related items. As requested by the City, the Tyler Project Manager provides regular updates to the City Steering Committee and other Tyler governance members. Tyler Project Manager's role includes responsibilities in the following areas: 5.1.3.1 Contract Management • Validates contract compliance throughout the Project. • Ensures Deliverables meet contract requirements. • Acts as primary point of contact for all contract and invoicing questions. • Prepares and presents contract milestone sign -offs for acceptance by the City project manager(s). • Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance. 5.1.3.2 Planning • Delivers project planning documents. • Defines Project tasks and resource requirements. • Develops initial Project schedule and Project Management Plan. • Collaborates with the City project manager(s) to plan and schedule Project timelines to achieve on -time implementation. 5.1.3.3 Implementation Management • Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. • Establishes and manages a schedule and Tyler resources that properly support the Project Schedule and are also in balance with Scope/budget. • Establishes risk/issue tracking/reporting process between the City and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to the City any items that may impact the outcomes of the Project. • Collaborates with the City's project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the project. • Collaborates with the City's project manager(s) to set a routine communication plan that will aide all Project team members, of both the City and Tyler, in understanding the goals, objectives, status, and health of the Project. 5.1.3.4 Resource Management • Acts as liaison between Project team and Tyler manager(s). City of Spokane Valley, WA Tyler Technologies, Inc. Page 1 9 Exhibit E • Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing. • Provides direction and support to Project team. • Manages the appropriate assignment and timely completion of tasks as defined in the Project Schedule, task list, and Go -Live Checklist. ■ Assesses team performance and adjusts as necessary. • Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks. 5.1.4 Tyler Implementation Consultant • Completes tasks as assigned by the Tyler project manager(s). • Follows up on issues identified during sessions. • Documents activities for services performed by Tyler. • Guides the City through software validation process following configuration. • Assists during Go -Live process and provides support until the City transitions to Client Services. • Facilitates training sessions and discussions with the City and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time. • May provide conversion review and error resolution assistance. • Keeps Tyler project manager(s) proactively apprised of any and all issues which may result in the need for additional training, change in schedule, change in process decisions, or which have the potential to adversely impact the success of the Project prior to taking action. • As needed, review and troubleshoot conversion issues while working directly with Tyler's data conversion experts. 5.1.5 Tyler Sales ■ Supports Sales to Implementation knowledge transfer during Initiate & Plan. • Provides historical information, as needed, throughout implementation. • Participates in pricing activities if additional licensing and/or services are needed. 5.1.6 Tyler Technical Services ■ Maintains Tyler infrastructure requirements and design document(s). • Involved in system infrastructure planning/review(s). • Provides first installation of licensed software with initial database on servers. • Supports and assists the project team with technical/environmental issues/needs. • Deploys Tyler products. 5.2 City Roles & Responsibilities City resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles. 5.2.1 City Executive Sponsor The City executive sponsor provides support to the Project by providing strategic direction and communicating key issues about the Project and its overall importance to the organization. When called upon, the executive sponsor also acts as the final authority on all escalated Project issues. The executive sponsor engages in the Project, as needed, to provide necessary support, oversight, guidance, and City of Spokane Valley, WA Tyler Technologies, Inc. Page 1 10 Exhibit E escalation, but does not participate in day-to-day Project activities. The executive sponsor empowers the City steering committee, project manager(s), and functional leads to make critical business decisions for the City. • Champions the project at the executive level to secure buy -in. • Authorizes required project resources. • Actively participates in organizational change communications. 5.2.2 City Steering Committee The City steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation for the Project's value throughout the organization. The steering committee oversees the City project manager and Project through participation in regular internal meetings. The City steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The City steering committee also serves as primary level of issue resolution for the Project. • Works to resolve all decisions and/or issues not resolved at the project manager level as part of the escalation process. • Attends all scheduled steering committee meetings. • Provides support for the project team. • Assists with communicating key project messages throughout the organization. • Prioritizes the project within the organization. • Helps ensure the project staffed appropriately by the City based upon the information furnished to the City by Tyler related to City staffing resource demands, and that staff have necessary resources. • Monitors project progress including progress towards agreed upon goals and objectives. • Has the authority to approve or deny changes impacting the following areas: o Cost o Scope o Schedule o Project Goals o City Policies o Needs of other client projects 5.2.3 City Project Manager The City shall assign project manager(s) prior to the start of this project with overall responsibility and authority to make decisions related to Project Scope, scheduling, and task assignment. The City Project Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the City project manager(s) do not have the knowledge or authority to make decisions, he or she engages the necessary resources to participate in discussions and make decisions in a timely fashion to avoid Project delays. The City project manager(s) are responsible for reporting to the City steering committee and determining appropriate escalation points. 5.2.3.1 Contract Management • Validates contract compliance throughout the project. • Helps to ensure that invoicing and Deliverables meet contract requirements. City of Spokane Valley, WA Tyler Technologies, Inc. Page 1 11 Exhibit E • Acts as primary point of contact for all contract and invoicing questions. Collaborates on and approves Change Requests, if needed, to ensure proper scope and budgetary compliance. 5.2.3.2 Planning • Reviews and accepts project planning documents. • Defines project tasks and resource requirements for the City project team. • Collaborates in the development and approval of the project schedule. • Collaborates with Tyler project manager(s) to plan and schedule project timelines to achieve on - time implementation. 5.2.3.3 Implementation Management • Tightly manages project budget and scope. • Collaborates with Tyler project manager(s) to establish a process and approval matrix to help ensure that scope changes and budget (planned versus actual) are transparent and handled effectively and efficiently. • Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the project schedule as a whole and is also in balance with scope and budget. • Collaborates with Tyler project manager(s) to establish risk and issue tracking and reporting process between the City and Tyler and takes all reasonably necessary steps to proactively mitigate these items or communicate with transparency to Tyler any items that may impact the outcomes of the project. • Collaborates with Tyler project manager(s) to establish key business drivers and success indicators that will help to govern project activities and key decisions to help ensure a quality outcome of the project. • Routinely communicates with both the City staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the project by all team members. • Manages the requirements gathering process and help ensure timely and quality business requirements are being provided to Tyler. 5.2.3.4 Resource Management • Acts as liaison between project team and stakeholders. • Identifies and coordinates all City resources across all modules, phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices. • Provides direction and support to project team. • Builds partnerships among the various stakeholders, negotiating authority to move the project forward. • Manages the appropriate assignment and timely completion of tasks as defined. • Assesses team performance and takes corrective action, if needed. • Provides guidance to City technical teams to help ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution. • Owns the relationship with in -Scope 3rd party providers and aligns activities with ongoing project tasks. • Helps ensure that users have appropriate access to Tyler project toolsets as required. • Conducts training on proper use of toolsets. City of Spokane Valley, WA Tyler Technologies, Inc. Page / 12 Exhibit E ■ Validates completion of required assignments using toolsets. 5.2.4 City Functional Leads • Lead the City's preparation for and participation in Tyler -led sessions and other project meetings for the represented functional area • Documentation and review of business processes, rules, and requirements. • Lead system setup and configuration efforts among City staff. • Makes business process change decisions under time sensitive conditions. • Communicates existing business processes and procedures to Tyler consultants. ■ Assists in identifying business process changes that may require escalation. • Contributes business process expertise for Current & Future State Analysis. • Identifies and includes additional subject matter experts to participate in Current & Future State Analysis. • Validates that necessary skills have been retained by end users. ■ Provides End Users with dedicated time to complete required homework tasks. • Acts as an ambassador/champion of change for the new process and provide business process change support. • Identifies and communicates any additional training needs or scheduling conflicts to the City project manager. • Actively participates in all aspects of the implementation, including, but not limited to, the following key activities: o Task completion o Stakeholder Meeting o Project Management Plan development o Schedule development o Maintenance and monitoring of risk register o Escalation of issues o Communication with Tyler project team o Coordination of City resources o Attendance at scheduled sessions o Change management activities o Modification specification, demonstrations, testing and approval assistance o Data analysis assistance o Decentralized end user training o Process testing o Solution Validation 5.2.5 City Power Users • Participate in project activities as required by the project team and project manager(s). • Provide subject matter expertise on the City business processes and requirements. • Act as subject matter experts and attend Current & Future State Analysis sessions as needed. • Attend all scheduled training sessions. ■ Participate in all required post -training processes as needed throughout project. • Test all application configuration to help ensure the application satisfies City business process requirements. • Become application experts. City of Spokane Valley, WA Tyler Technologies, Inc. Page l 13 Exhibit E ■ Participate in Solution Validation. ■ Adopt and support changed procedures. ■ Complete all deliverables by the due dates defined in the project schedule. • Demonstrate competency with Tyler products processing prior to Go -live. ■ Provide knowledge transfer to the City staff during and after implementation. • Participate in conversion review and validation. 5.2.6 City End Users • Attend all scheduled training sessions. • Become proficient in application functions related to job duties. • Adopt and utilize changed procedures. • Complete all deliverables by the due dates defined in the project schedule. • Utilize software to perform job functions at and beyond Go -live. 5.2.7 City Technical Lead • Coordinates updates and releases with Tyler as needed. • Coordinates the copying of source databases to training/testing databases as needed for training days. • Coordinates and adds new users, printers and other peripherals as needed. • Validates that all users understand log -on process and have necessary permission for all training sessions. • Coordinates interface development for City third party interfaces. • Develops or assists in creating reports as needed. ■ Helps ensure on -site network and peripheral devices meet specifications provided by Tyler. • Assists with software installation as needed. • Extracts and transmits conversion data and control reports from the City's legacy system per the conversion schedule set forth in the project schedule. 5.2.7.1 City Upgrade Coordination • Becomes familiar with the software upgrade process and required steps. ■ Becomes familiar with Tyler's releases and updates. • Utilizes Tyler resources to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the City's software upgrade process. • Assists with the software upgrade process during implementation. • Manages software upgrade activities post -implementation. • Manages software upgrade plan activities. • Coordinates software upgrade plan activities with City and Tyler resources. • Communicates changes affecting users and department stakeholders. ■ Obtains department stakeholder acceptance to upgrade production environment. 5.2.8 City Change Management Lead ■ Validates that users receive timely and thorough communication regarding process changes. • Provides coaching to supervisors to prepare them to support users through the project changes. • Identifies the impact areas resulting from project activities and develops a plan to address them proactively. City of Spokane Valley, WA Tyler Technologies, Inc. Page / 14 Exhibit E ■ Identifies areas of resistance and develops a plan to reinforce the change. ■ Monitors post -production performance and new process adherence. City of Spokane Valley, WA Tyler Technologies, Inc. Page / 15 Exhibit E Part 3: Project Plan 6. Project Stages Work Breakdown Structure The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into smaller, more manageable components. The top-level components are called "Stages" and the second level components are called "Work Packages". The work packages, shown below each stage, contain the high-level work to be done. The detailed Project Schedule, developed during Project/Phase Planning and finalized during subsequent stages, lists the tasks to be completed within each work package. Each stage ends with a "Control Point", confirming the work performed during that stage of the Project has been accepted by the City. Work Breakdown Structure (WBS) 1•IN &PLANE 1.1 Initial Coordination 1.2 ProiecVPhase Planning 1.3 Infrastructure Planning 1.4 Stakeholder Planning 2. ASSDEFINE & 2.1 Solution Orientation 2.2 Current & Future State Analysis °'Conversion Assessment* 2.4 Modification Analysis* 2,5 Data Assessment* 3.2 Configuration 3.3 Process Refinement 3.4 Conversion Delivery * 3.5 Modifications Delivery* 4• RREEADINESS N 4.2 Go Uve Readiness 4.3 End User Training 5.2 Transition to Client Services 5.3 Post Go Live Activities 6. CLOSE 6.1 Phase Close Out 6.2 Pro ect Close Wit *Items noted with an asterisk in the graphic above relate to specific products and services. if those products and services are not included in the scope of the contract, these specific work packages will be noted as 'Intentionally Left Blank" in Section 6 of the Statement of Work. City of Spokane Valley, WA Tyler Technologies, Inc. Page / 16 Exhibit E 6.1 Initiate and Plan The Initiate and Plan stage involves Project initiation, infrastructure, and planning. This stage creates a foundation for the Project by identifying and establishing sequence and timing for each Phase as well as verifying scope for the Project. This stage will be conducted at the onset of the Project, with a few unique items being repeated for the additional Phases as needed. 6.1.1 Initial Coordination Prior to Project commencement, Tyler management assigns project manager(s). Additional Project resources will be assigned later in the Project as a Project schedule is developed, though such assignment of additional resources by Tyler shall not lead to delayed project timelines or start-up. Tyler provides the City with initial Project documents used to gather names of key personnel, their functional role as it pertains to the Project, as well as any blackout dates to consider for future planning. the City gathers the information requested by the provided deadline to help in ensuring preliminary planning and scheduling can be conducted moving the Project forward in a timely fashion. Internally, the Tyler Project Manager(s) coordinate with sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with the City's team. During this step, Tyler will work with the City to establish the date(s) for the Project and Phase Planning session. Objectives: ■ Formally launch the project. • Establish project governance. ■ Define and communicate governance for Tyler. • Identify City project team. STAGE 1 Initial Coordination Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Tyler project team is assigned A R CI I I I I City project team is assigned AI R I I I Provide initial project documents to the City A R C C I I Gather preliminary information requested I A R C C C C Sales to implementation knowledge transfer AR 1 1 I I I City of Spokane Valley, WA Tyler Technologies, Inc. Page 117 Exhibit E Create Project Portal to store project artifacts and facilitate communication A R Inputs Contract documents Statement of Work Outputs/Deliverables Completed initial project documents Project portal Work package assumptions: ■ Project activities begin after the agreement has been fully executed. 6.1.2 Project/Phase Planning Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify applications to implement in each Phase (if applicable), and discuss implementation timeframes. During this work package Tyler will work with the City to coordinate and plan a formal Project planning meeting(s). This meeting signifies the start of the Project and should be attended by all City Project team members and the Tyler Project Manager. The meeting provides an opportunity for Tyler to introduce its implementation methodology, terminology, and Project management best practices to the City's Project Team. This will also present an opportunity for project managers and Project sponsors to begin to discuss Project communication, metrics, status reporting and tools to be used to measure Project progress and manage change. Tyler will work with the City Project Team to prepare and deliver the Project Management Plan as an output of the planning meeting. This plan will continue to evolve and grow as the Project progresses and will describe how the project will be executed, monitored, and controlled. During project planning, Tyler will introduce the tools that will be used throughout the implementation. Tyler will familiarize the City with these tools during project planning and make them available for review and maintenance as applicable throughout the project. Some examples are Solution validation plan, issue log, and go -live checklist. STAGE 1 Project/Phase Planning Tyler City City of Spokane Valley, WA Tyler Technologies, Inc. Page 118 Exhibit E RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant v a X w 10 a Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Schedule and conduct planning session(s) A R I C C I Develop Project Management Plan A R 1 C C I Develop initial project schedule ARIIII IICCIIC I Inputs Contract documents Statement of Work Guide to Starting Your Project Outputs / Deliverables Acceptance Criteria [only] for Deliverables Project Management Plan Delivery of document Project Operational Plan Delivery of document Initial Project Schedule City provides acceptance of schedule based on resource availability, project budget, and goals. Work package assumptions: ■ City has reviewed and completed the Guide to Starting Your Project document. 6.1.3 Infrastructure Planning Procuring required hardware and setting it up properly is a critical part of a successful implementation. This task is especially important for Tyler-hosted/SaaS deployment models, where Tyler will be responsible for building the environments for a hosted/SaaS deployment. Tyler will install the Tyler Software on application server(s). The City is responsible for the installation and setup of all peripheral devices. Objectives: ■ Ensure the City's infrastructure meets Tyler's application requirements. • Ensure the City's infrastructure is scheduled to be in place and available for use on time. STAGE 1 Infrastructure Planning City of Spokane Valley, WA Tyler Technologies, Inc. Page 119 Exhibit E Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts Department Heads End Users Technical Leads Provide Infrastructure Requirements and Design Document A R C C I I Initial Infrastructure Meeting A R C C C C *Schedule SaaS Environment Availability A R C I *Schedule Hardware to be Available for Installation I I A R C Schedule Installation of All Licensed Software A R C 1 I Infrastructure Audit A R C 1 C Inputs 1. Initial Infrastructure Requirements and Design Document Outputs / Deliverables Acceptance Criteria [only] for Deliverables 1. Completed Infrastructure Requirements and Design Document Delivery of Document 2. Infrastructure Audit System Passes Audit Criteria 6.1.4 Stakeholder Meeting Communication of the Project planning outcomes to the City Project team, executives and other key stakeholders is vital to Project success. The Stakeholder meeting is a strategic activity to inform, engage, gain commitment, and instill confidence in the City team. During the meeting, the goals and objectives of the Project will be reviewed along with detail on Project scope, implementation methodology, roles and responsibilities, Project timeline and schedule, and keys to Project success. Objectives: ■ Formally present and communicate the project activities and timeline. ■ Communicate project expectations. STAGE 1 Stakeholder Meeting Tyler City City of Spokane 'voGey, bva Tyler Technologies, Inc. Page / 20 Exhibit E RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Create Stakeholder Meeting Presentation 1 AR 1 1 1 1 C I Review Stakeholder Meeting Presentation 1 C A R C Perform Stakeholder Meeting Presentation I AR I I IICIIIIII Inputs Agreement SOW Project Management Plan Outputs / Deliverables Acceptance Criteria [only] for Deliverables Stakeholder Meeting Presentation Work package assumptions: ■ None 6.1.5 Intentionally left blank. 6.1.6 Control Point 1: Initiate & Plan Stage Acceptance Acceptance criteria for this stage includes completion of all criteria listed below. Note: Advancement to the Assess & Define stage is not dependent upon Tyler's receipt of this stage acceptance. Initiate & Plan Stage Deliverables: ■ Project Management Plan ■ Initial Project Schedule Initiate & Plan stage acceptance criteria: ■ All stage deliverables accepted based on acceptance criteria previously defined ■ Project governance defined ■ Project portal made available to the City ■ Stakeholder meeting complete Valley, IA/ A Page / 21 Exhibit E 6.2 Assess & Define The Assess & Define stage will provide an opportunity to gather information related to current City business processes. This information will be used to identify and define business processes utilized with Tyler software. The City collaborates with Tyler providing complete and accurate information to Tyler staff, both by volunteering such information and in response to requests made by Tyler, and assisting in analysis, understanding current workflows and business processes. Tyler will in turn educate City staff on options available in the Tyler Software that may be used to meet City requirements, and advise on best practices and proper internal controls and workflow. The City shall be responsible for making configuration decisions based on the options presented by Tyler in a timely manner in accordance with the agreed -upon project schedule. 6.2.1 Solution Orientation The Solution Orientation provides the Project stakeholders a high-level understanding of the solution functionality prior to beginning the current and future state analysis. The primary goal is to establish a foundation for upcoming conversations regarding the design and configuration of the solution. Tyler utilizes a variety of tools for the Solution Orientation, focusing on City team knowledge transfer such as: eLearning, documentation, or walkthroughs. The City team will gain a better understanding of the major processes and focus on data flow, the connection between configuration options and outcome, integration, and terminology that may be unique to Tyler's solution. Objectives: ■ Provide a basic understanding of system functionality. ■ Prepare the City for current and future state analysis. STAGE 2 Solution Orientation Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant (Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Provide pre -requisites A R I I I I Complete pre - requisites A R C C Conduct orientation A R I I I I I Inputs Solution orientation materials Training Plan City of Spokane Valley, WA Tyler Technologies, Inc. Page / 22 Exhibit E 6.2.2 Current & Future State Analysis The Current & Future State Analysis provides the Project stakeholders and Tyler an understanding of process changes that will be achieved with the new system. The City and Tyler will evaluate current state processes, options within the new software, pros and cons of each based on current or desired state and make decisions about the future state configuration and processing. This may occur before or within the same timeframe as the configuration work package. The options within the new software will be limited to the scope of this implementation and will make use of standard Tyler functionality. The City will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk from over customization of Tyler products. It is the City's responsibility to verify that in -scope requirements are being met throughout the implementation if functional requirements are defined as part of the contract. The following guidelines will be followed when evaluating if a modification to the product is required: ■ A reasonable business process change is available. • Functionality exists which satisfies the requirement. • Configuration of the application satisfies the requirement. • An in -scope modification satisfies the requirement. Requirements that are not met will follow the agreed upon change control process and can have impacts on the project schedule, scope, budget, and resource availability. STAGE 2 Current & Future State Analysis Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Current State process review A R 1 I I C C Discuss future -state options w;F ce,7a AR CCC CCCC C Make future -state decisions (non -COTS) C AR 1 C C Document anticipated configuration options required to support future state AR CCC I I I I I Inputs City current state documentation City of Spokane Valley, WA Tyler Technologies, Inc. Page 123 Exhibit E Solution Orientation completion Outputs / Deliverables Acceptance Criteria [only] for Deliverables Documentation that describes future -state decisions and configuration options to support future -state decisions. Delivery of document Work package assumptions: • City attendees possess sufficient knowledge and authority to make future state decisions. • The City is responsible for any documentation of current state business processes. • The City can effectively communicate current state processes. 6.2.3 Conversion Assessment Data Conversions are a major effort in any software implementation. Tyler's conversion tools facilitate the predictable, repeatable conversion process that is necessary to support a successful transition to the Tyler system. The first step in this process is to perform an assessment of the existing ("legacy") system(s), to better understand the source data, risks, and options available. Once the data has been analyzed, the plan for data conversion is completed and communicated to the appropriate stakeholders. Objectives: • Communicate a common understanding of the project goals with respect to data. • Ensure complete and accurate source data is available for review/transfer. • If source data is a Tyler legacy system, Tyler will perform the data mappings. If source data is a third party, client is responsible for mapping the data from the source to the Tyler system. • Document the data conversion/loading approach. STAGE 2 Data Conversion Assessment Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Extract Data from Source Systems I C A R Review and Scrub Source Data I 1 1 A R C I Build/Update Data Conversion Plan R C C CI I I I City of Spokane Valley, WA Tyler Technologies, Inc. Page 124 Exhibit E Inputs City Source data City Source data Documentation (if available) Outputs / Deliverables Acceptance Criteria [only] for Deliverables Data Conversion Plan built/updated City Acceptance of Data Conversion Plan Work package assumptions: • If the source data is a Tyler system Tyler's Conversion Engineers extract and map the data into the standard Munis conversion format. If the source data is from a third -party the client will provide Tyler with the data in a mutually agreed upon format. • Tyler will work with the City representatives to identify business rules before writing the conversion. • City subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort. 6.2.4 Intentionally left blank. 6.2.5 Intentionally left blank. 6.2.6 Control Point 2: Assess & Define Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Note: Advancement to the Prepare Solution Stage is dependent upon Tyler's receipt of the Stage Acceptance. Assess & Define Stage Deliverables: • Documentation of future state decisions and configuration options to support future state decisions. • Modification specification document. • Assess & Define Stage Acceptance Criteria: • All stage deliverables accepted based on criteria previously defined. • Solution Orientation is delivered. • Conversion data extracts are received by Tyler. • Data conversion plan built. 6.3 Pr,ip,ii' `a01tLiui1 During the Prepare Solution stage, information gathered during the Initiate & Plan and Assess & Define stages will be used to install and configure the Tyler software solution. Software configuration will be validated by the City against future state decisions defined in previous stages and processes refined as needed to ensure business requirements are met. City of Spokane Valley, WA Tyler Technologies, Inc. Page 125 Exhibit E 6.3.1 Initial System Deployment The timely availability of the Tyler Solution is important to a successful Project implementation. The success and timeliness of subsequent work packages are contingent upon the initial system deployment of Tyler Licensed Software on an approved network and infrastructure. Delays in executing this work package can affect the project schedule. Objectives: ■ All licensed software is installed and operational. ■ The City can access the software. STAGE 3 Initial System Deployment (Hosted/SaaS)* Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Prepare hosted environment A R I C Install Licensed Software with Initial Database on Server(s) for Included Environments A R I C Install Licensed Software on City Devices (if applicable) 1 C A R Tyler System Administration Training (if applicable) A R I C Outputs / Deliverables Acceptance Criteria [only] for Deliverables Licensed Software is Installed on the Server(s) Software is accessible Licensed Software is Installed on City Devices (if applicable) Software is accessible Installation Checklist/System Document System Passes Infrastructure Design Document (C&J — If Applicable) City of Spokane Valley, WA Tyler Technologies, Inc. Page 1 26 Exhibit E Work package assumptions: ■ The most current available version of the Tyler Licensed Software will be installed. ■ The City will provide network access for Tyler modules, printers, and Internet access to all applicable City and Tyler Project staff. 6.3.2 Configuration The purpose of Configuration is to prepare the software product for validation. Tyler staff collaborates with the City to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. The City collaborates with Tyler staff iteratively to validate software configuration. Objectives: ■ Software is ready for validation. ■ Educate the City Power User how to configure and maintain software. ■ Prepare standard interfaces for process validation (if applicable). The interface list provided at Appendix 10 will be evaluated in this stage. STAGE 3 Configuration Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Conduct configuration training A R 1 C C Complete Tyler configuration tasks (where applicable) A R I I I Complete City configuration tasks (where applicable) I C A R C Standard interfaces configuration and training (if applicable) A R C I C C C Updates to Solution Validation testing plan C C A R C C City of Spokane Valley, WA Tyler Technologies, Inc. Page / 27 Exhibit E Inputs Documentation that describes future state decisions and configuration options to support future state decisions. Outputs / Deliverables Acceptance Criteria [only] for Deliverables Configured System N/A Work package assumptions: ■ Tyler provides guidance for configuration options available within the Tyler software. The City is responsible for making decisions when multiple options are available. 6.3.3 Process Refinement Tyler will educate the City users on how to execute processes in the system to prepare them for the validation of the software. The City collaborates with Tyler staff iteratively to validate software configuration options to support future state. Objectives: ■ Ensure that the City understands future state processes and how to execute the processes in the software. ■ Refine each process to meet the business requirements. ■ Validate standard interfaces, where applicable. ■ Validate forms and reports, where applicable. STAGE 3 Process Refinement Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Conduct process training A R 1 C 1 C Confirm process decisions 1 C AR CI C Test configuration 1 C A R C Refine configuration (City Responsible) I C A R C Refine configuration A R 1 1 I City of Spokorie Valley, WA Tyler Technologies, Inc. Page / 28 Exhibit E (Tyler Responsible) Validate interface process and results I C C A R C C Update City - specific process documentation (if applicable) I C A R C Updates to Solution Validation testing plan C C A R C C Inputs Initial Configuration Documentation that describes future state decisions and configuration options to support future state decisions. Solution validation test plan Outputs / Deliverables Acceptance Criteria [only] for Deliverables Updated solution validation test plan Completed City -specific process documentation (if applicable - completed by City) Work package assumptions: None 6.3.4 Conversion Delivery The purpose of this task is to transition the City's data from their source ("legacy") system(s) to the Tyler system(s). The data will need to be mapped from the legacy system into the new Tyler system format. A well -executed data conversion is key to a successful cutover to the new system(s). With guidance from Tyler, the City will review specific data elements within the system and identify / report discrepancies. Iteratively, Tyler will collaborate with the City to address conversion discrepancies. This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s). Reference Conversion Appendix for additional detail. City of Spokane Valley, WA Tyler Technologies, Inc. Page / 29 Exhibit E Pull Data & Conversion Balancing Reports Objectives: Map Conversion Write & Run Conversion Program Load Data For Testing Report & Correct Errors • Data is ready for production (Conversion). Validate Data Conversion Reviews Completed Final Conversion STAGE 3 Data Delivery & Conversion Tyler City RACI MATRIX KEY: R = Responsible A= Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Provide data crosswalks/cod e mapping tool A C R I I I Populate data crosswalks/cod e mapping tool I C C A R C Iterations: Conversion Development A C R I I Iterations: Deliver converted data A R I I I Iterations: Proof/Review data and C C C A R C C City of Spokane Valley, 'V.— Tyler Technologies, Inc. Page / 30 Exhibit E reconcile to source system Inputs Data Conversion Plan Configuration Outputs / Deliverables Acceptance Criteria [only] for Deliverables Code Mapping Complete / Validated N/A Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for final pass Work package assumptions: • The City will provide a single file layout per source system as identified in the investment summary. • The City subject matter experts and resources most familiar with the current data will be involved in the data conversion effort. • The City project team will be responsible for completing the code mapping activity, with assistance from Tyler. 6.3.5 Intentionally left blank. 6.3.6 Intentionally left blank. 6.3.7 Control Point 3: Prepare Solution Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below in each Work Package. Note: Advancement to the Production Readiness Stage is dependent upon Tyler's receipt of the Stage Acceptance. Prepare Solution Stage Deliverables: • Licensed software is installed. • Installation checklist/system document. • Conversion iterations and reviews complete. Prepare Solution Stage Acceptance Criteria: • All stage deliverables accepted based on criteria previously defined. • Software is configured. ▪ Solution validation test plan has been reviewed and updated if needed. City of Spokane Valley, WA Tyler Technologies, Inc. Page 131 Exhibit E 6,4 Production Readiness Activities in the Production Readiness stage will prepare the City team for go -live through solution validation, the development of a detailed go -live plan and end user training. A readiness assessment will be conducted with the City to review the status of the project and the organizations readiness for go -live. 6.4.1 Solution Validation Solution Validation is the end -to -end software testing activity to ensure that the City verifies all aspects of the Project (hardware, configuration, business processes, etc.) are functioning properly, and validates that all features and functions per the contract have been deployed for system use. Objectives: • Validate that the solution performs as indicated in the solution validation plan. • Ensure the City organization is ready to move forward with go -live and training (if applicable). STAGE 4 Solution Validation Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant 'Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Update Solution Validation plan A R C C C C Update test scripts (as applicable) C C C A R C Perform testing C C C A R C Document issues from testing C C C A R C Perform required follow-up on issues A R C C C C Inputs Solution Validation plan Completed work product from prior stages (configuration, business process, etc.) Outputs / Deliverables Acceptance Criteria [only] for Deliverables Solution Validation Report City updates report with testing results Work package assumptions: City of Spokoro Tyler Technoloci:„ Page l 32 Exhibit E ■ Designated testing environment has been established. ■ Testing includes current phase activities or deliverables only. 6.4.2 Go -Live Readiness Tyler and the City will ensure that all requirements defined in Project planning have been completed and the Go -Live event can occur, as planned. A go -live readiness assessment will be completed identifying risks or actions items to be addressed to ensure the City has considered its ability to successfully Go -Live. Issues and concerns will be discussed, and mitigation options documented. Tyler and the City will jointly agree to move forward with transition to production. Expectations for final preparation and critical dates for the weeks leading into and during the Go -Live week will be planned in detail and communicated to Project teams. Objectives: ■ Action plan for go -live established. ■ Assess go -live readiness. ■ Stakeholders informed of go -live activities. STAGE 4 Go -Live Readiness Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Perform Readiness Assessment I ARCCI CI I I I I I Conduct Go -Live planning session A R C CCCCC C Order peripheral hardware (if applicable) I A R C Confirm procedures for Go -Live issue reporting & resolution ARIIII CCIIIII Develop Go -Live checklist AR CC CC 1 C C Final system infrastructure review (where applicable) A R C C Inputs Future state decisions Go -live checklist City of Spokane Valley, WA Tyler Technologies, Inc. Page / 33 Exhibit E Outputs / Deliverables Acceptance Criteria [only] for Deliverables Updated go -live checklist Updated Action plan and Checklist for go -live delivered to and approved by the City Work package assumptions: ■ None 6.4.3 End User Training End User Training is a critical part of any successful software implementation. Using a training plan previously reviewed and approved, the Project team will organize and initiate the training activities. Train the Trainer: Tyler provides one occurrence of each scheduled training or implementation topic. City users who attended the Tyler sessions may train additional users. Additional Tyler led sessions may be contracted at the applicable rates for training. Tyler will provide standard application documentation for the general use of the software. It is not Tyler's responsibility to develop City specific business process documentation. City -led training labs using City specific business process documentation if created by the City can be added to the regular training curriculum, enhancing the training experiences of the end users. Objectives: ■ End users are trained on how to use the software prior to go -live. ■ The City is prepared for on -going training and support of the application. STAGE4 End User Training Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Update training plan A R C C I C End User training (Tyler -led) A R C CC I CC C Train -the -trainer A R C CC I C End User training (City- led) C C A R I CC C Inputs Training Plan List of End Users and their Roles /Job Duties Configured Tyler System City of Spokane Valley, WA Tyler Technologies, Inc. Page / 34 Exhibit E Outputs / Deliverables Acceptance Criteria [only] for Deliverables End User Training City signoff that training was delivered Work package assumptions: • The City project team will work with Tyler to jointly develop a training curriculum that identifies the size, makeup, and subject -area of each of the training classes. • Tyler will work with the City as much as possible to provide end -user training in a manner that minimizes the impact to the daily operations of City departments. • The City will be responsible for training new users after go -live (exception —previously planned or regular training offerings by Tyler). 6.4.4 Control Point 4: Production Readiness Stage Acceptance Acceptance criteria for this stage includes all criteria listed below. Advancement to the Production stage is dependent upon Tyler's receipt of the stage acceptance. Production Readiness stage deliverables: • Solution Validation Report. • Update go -live action plan and checklist. • End user training. Production Readiness stage acceptance criteria: • All stage deliverables accepted based on criteria previously defined. • Go -Live planning session conducted. 6.5 Produci�i �n Following end user training the production system will be fully enabled and made ready for daily operational use as of the scheduled date. Tyler and the City will follow the comprehensive action plan laid out during Go -Live Readiness to support go -live activities and minimize risk to the Project during go -live. Following go -live, Tyler will work with the City to verify that implementation work is concluded, post go - live activities are scheduled, and the transition to Client Services is complete for long-term operations and maintenance of the Tyler software. 6.5.1 Go -Live Following the action plan for Go -Live, defined in the Production Readiness stage, the City and Tyler will complete work assigned to prepare for Go -Live. The City provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final conversion iteration, if applicable. If defined in the action plan, the City manually enters any data added to the Legacy System after final data extract into the Tyler system. City of Spokane Valley, WA Tyler Technologies, Inc. Page 1 35 Exhibit E Tyler staff collaborates with the City during Go -Live activities. The City transitions to Tyler software for day -to day business processing. Some training topics are better addressed following Go -Live when additional data is available in the system or based on timing of applicable business processes and will be scheduled following Go -Live per the Project Schedule. Objectives: • Execute day to day processing in Tyler software. • City data available in Production environment. STAGE 5 Go -Live Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Provide final source data extract, if applicable C C A R Final source data pushed into production environment, if applicable A C R 1 C C C Proof final converted data, if applicable C C C A R C Complete Go -Live activities as defined in the Go -Live action plan C C C AR CI C Provide Go -Live assistance AR CC I C C I C I C Inputs Comprehensive Action Plan for Go -Live Final source data (if applicable) Outputs / Deliverables Acceptance Criteria [only] for Deliverables Data is available in production environment City confirms data is available in production environment Work package assumptions: City of Spokane Valley, WA Tyler Technologies, Inc. Page / 36 Exhibit E • The City and Tyler will complete activities documented in the action plan for Go -Live as scheduled. • External stakeholders will be available to assist in supporting the interfaces associated with the Go -Live live process. • The City business processes required for Go -Live are fully documented and tested. • The City Project team and subject matter experts are the primary point of contact for the end users when reporting issues during Go -Live. • The City Project Team and Power User's provide business process context to the end users during Go -Live. • The Tyler team is available to consult with the City teams as necessary. • The Tyler team provides standard functionality responses, which may not be tailored to the local business processes. 6.5.2 Transition to Client Services This work package signals the conclusion of implementation activities for the Phase or Project with the exception of agreed -upon post Go -Live activities. The Tyler project manager(s) coordinates with the City and schedules a formal transition of the City onto the Tyler Client Services team, who provides the City with assistance following Go -Live, officially transitioning the City to operations and maintenance. Objectives: • Ensure no critical issues remain for the project teams to resolve. • Confirm proper knowledge transfer to the City teams for key processes and subject areas. STAGE 5 Transition to Client Services Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager (Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Transfer City to Client Services and review issue reporting and resolution processes I 1 A I I R I I CC C Review long term maintenance and continuous improvement A R C C C Inputs Open item/issues List City of Spokane Valley, WA Tyler Technologies, Inc. Page / 37 Exhibit E Outputs / Deliverables Acceptance Criteria [only] for Deliverables Client Services Support Document Work package assumptions: ■ No material project issues remain without assignment and plan. 6.5.3 Post Go -Live Activities Some implementation activities are provided post -production due to the timing of business processes, the requirement of actual production data to complete the activities, or the requirement of the system being used in a live production state. Objectives: ■ Schedule activities that are planned for after Go -Live. ■ Ensure issues have been resolved or are planned for resolution before phase or project close. STAGE 5 Post Go -Live Activities Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Schedule contracted activities that are planned for delivery after go -live AR CCCCI CC I C C Determine resolution plan in preparation for phase or project close out AR 1 C C 1 C Inputs List of post Go -Live activities Outputs / Deliverables Acceptance Criteria [only] for Deliverables Updated issues log Work package assumptions: City of Spokane Valley, WA Tyler Technologies, Inc. Page ( 38 Exhibit E • System is being used in a live production state. 6.5.4 Control Point 5: Production Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below: • Advancement to the Close stage is dependent upon Tyler's receipt of this Stage Acceptance. • Converted data is available in production environment. Production Stage Acceptance Criteria: • All stage deliverables accepted based on criteria previously defined. • Go -Live activities defined in the Go -Live action plan completed. • The Tyler Software is being used in a production environment as the primary software application to support the needed functional areas • Post -live services, if applicable, have been scheduled • Client services support document is provided. 6.6 Close The Close stage signifies full implementation of all products purchased and encompassed in the Phase or Project. The City transitions to the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Client Services). 6.6.1 Phase Closeout This work package represents Phase completion and signals the conclusion of implementation activities for the Phase. The Tyler Client Services team will assume ongoing support of the City for systems implemented in the Phase. Objectives: • Agreement from Tyler and the City teams that activities within this phase are complete. STAGE 6 Phase Close Out Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads !End Users Technical Leads Reconcile project budget and status of contract Deliverables I A R I I C City of Spokane Valley, WA Tyler Technologies, Inc. Page 139 Exhibit E j000;iiiiiimil ;I; Hold post phase review meeting Release phase - dependent Tyler project resources A R C C C C C C C A R Participants Tyler City Project Leadership Project Manager Project Manager Project Sponsor(s) Implementation Consultants Functional Leads, Power Users, Technical Leads Technical Consultants (Conversion, Deployment, Development) Client Services Inputs Contract Statement of Work Project artifacts Outputs / Deliverables Acceptance Criteria [only] for Deliverables Final action plan (for outstanding items) City acceptance of completed action plan detailing any outstanding items or post -live services Reconciliation Report City acceptance of completed reconciliation report detailing that all project Deliverables, Control Points, and Milestones have been completed and approved, and full budget reconciliation documented by Tyler Post Phase Review Post Phase Review meeting facilitated by Tyler with City attendance Work package assumptions: ■ Tyler deliverables for the phase have been completed and approved. 6.6.2 Project Closeout Completion of this work package signifies final acceptance and formal closing of the Project. At this time the City may choose to begin working with Client Services to look at continuous improvement Projects, building on the completed solution. Objectives: ■ Confirm no critical issues remain for the project teams to resolve. ■ Determine proper knowledge transfer to the City teams for key processes and subject areas has occurred. ■ Verify all deliverables included in the Agreement are delivered. City of Spokane Valley, WA Tyler Technologies, Inc. Page 140 Exhibit E STAGE 6 Project Close Out Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Department Heads End Users Technical Leads Conduct post project review A R C CC C CCCC C Deliver post project report to City and Tyler leadership I A R I I C Release Tyler project resources A R 1 I Inputs Contract Statement of Work Outputs / Deliverables Acceptance Criteria [only] for Deliverables Post Project Report City acceptance; Completed report indicating all project Deliverables and milestones have been completed Work package assumptions: • All project implementation activities have been completed and approved. • No critical project issues remain that have not been documented and assigned. • Final project budget has been reconciled and invoiced. ■ All Tyler deliverables have been completed. 6.6.3 Control Point 6: Close Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Close Stage Deliverables: ■ Post Project Report. Close Stage Acceptance Criteria: • Completed report indicating all Project deliverables and milestones have been completed. City of Spokane Valley, WA Tyler Technologies, Inc. Page / 41 Exhibit E 7. General Assumptions Tyler and the City will use this SOW as a guide for managing the implementation of the Tyler Project as provided and described in the Agreement. There are a few assumptions which, when acknowledged and adhered to, will support a successful implementation. Assumptions related to specific work packages are documented throughout the SOW. Included here are general assumptions which should be considered throughout the overall implementation process. 7.1 Project ■ Project activities will begin after the Agreement has been fully executed. • Each Team will complete their necessary assignments in a mutually agreed upon timeframe to meet the scheduled go -live date, as outlined in the Project Schedule. ■ Sessions will be scheduled and conducted at a mutually agreeable time. • Additional services, software modules and modifications not described in the SOW or Agreement will be considered a change to this Project and will require a Change Request Form as previously referenced in the definition of the Change Control Process. • Tyler will provide a written agenda and notice of any prerequisites to the City project manager(s) ten (10) business days or as otherwise mutually agreed upon time frame prior to any scheduled on -site or remote sessions, as applicable. ■ Tyler Implementation Consultants will make best efforts to distribute notes (site reports) within seven (7) days of the end of scheduled meetings or sessions, unless otherwise agreed upon by the Project Managers. Notes must include all action items discussed, responsible organization and person, and a target date for completion of each action item. ■ Tyler will provide guidance for configuration and processing options available within the Tyler software. If multiple options are presented by Tyler, the City is responsible for making decisions based on the options available and as presented by Tyler resources. • Implementation of new software may require changes to existing processes, both business and technical, requiring the City to make reasonable process changes. • The City is responsible for defining, documenting, and implementing their policies that result from any business process changes. • Tyler resources shall use the Tyler -provided SharePoint Online project site as a central repository solution for project document sharing and Tyler's SFTP site (currently Kiteworks) for the secure exchange of sensitive City data with the Tyler project team. 7.2 Organizational Change Management Unless otherwise contracted by Tyler, City is responsible for managing Organizational Change. Impacted City resources will need consistent coaching and reassurance from their leadership team to embrace and accept the changes being imposed by the move to new software. An important part of change is working to ensure that impacted City resources understand the value of the change, and why they are being asked to change. 7.3 Resources and Scheduling • City resources will participate in scheduled activities as assigned in the Project Schedule. City of Spokane Valley, WA Tyler Technologies, Inc. Page / 42 Exhibit E ■ The City team will complete prerequisites prior to applicable scheduled activities. Failure to do so may affect the schedule. ■ Tyler and the City will provide resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget. ■ Abbreviated timelines and overlapped Phases require sufficient resources to complete all required work as scheduled. ■ Changes to the Project Schedule, availability of resources or changes in Scope will be requested through a Change Request. Impacts to the triple constraints (scope, budget, and schedule) will be assessed and documented as part of the change control process. ■ The City will work to ensure assigned resources will follow the change control process. ■ The City will endeavor to align resources that possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, change control process buy - in, and knowledge. ■ The City makes timely Project related decisions in alignment with the agreed -upon project schedule in order to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Tyler resources will timely perform and act on any required follow-up items stemming from meetings or sessions in order to facilitate the City resources being able to meet their assigned due dates. Failure to do so by either party may affect the schedule, as each analysis and implementation session is dependent on the decisions made in prior sessions. ■ Each party will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule. ■ The City will provide adequate meeting space or facilities, including appropriate system connectivity, to the project teams including Tyler team members. ■ For on -site visits, Tyler will identify a travel schedule that balances the needs of the project and the employee. 7.4 Data ■ Data will be converted as provided and Tyler will not create data that does not exist. ■ The City is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data. ■ Tyler will work closely with the City representatives to identify business rules before writing the conversion. The City must confirm that all known data mapping from source to target have been identified and documented before Tyler writes the conversion. ■ All in -scope source data is in data extract(s). ■ Each legacy system data file submitted for conversion includes all associated records in a single approved file layout. ■ The City will provide the legacy system data extract in the same format for each iteration unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget and resource availability may occur and/or data in the new system may be incorrect. ■ The City Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler. ■ The City is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.) City of Spokane Valley, WA Tyler Technologies, Inc. Page 143 Exhibit E 7.5 Facilities ■ The City will provide dedicated space for Tyler staff to work with City resources for both on -site and remote sessions. If Phases overlap, City will provide multiple training facilities to allow for independent sessions scheduling without conflict. ■ The City will provide staff with a location to practice what they have learned without distraction. City of Spokane Valley, WA Tyler Technologies, Inc. Page / 44 Exhibit E 8. Glossary Word or Term Definition Acceptance Accountable Application Application Programming Interface (API) Agreement Business Process Business Requirements Document Change Request Change Management Code Mapping [where applicable] Consulted Control Point Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria. The one who ultimately ensures a task or deliverable is completed; the one who ensures the prerequisites of the task are met and who delegates the work to those responsible. [Also see RACI] A computer program designed to perform a group of coordinated functions, tasks, or activities for the benefit of the user. Data Mapping [where applicable] A defined set of tools/methods to pass data to and received data from Tyler software products This executed legal contract that defines the products and services to be implemented or performed. The practices, policy, procedure, guidelines, or functionality that the client uses to complete a specific job function. A specification document used to describe Client requirements for contracted software modifications. A form used as part of the Change Control process whereby changes in the scope of work, timeline, resources, and/or budget are documented and agreed upon by participating parties. Guides how we prepare, equip and support individuals to successfully adopt change in order to drive organizational success & outcomes An activity that occurs during the data conversion process whereby users equate data (field level) values from the old system to the values available in the new system. These may be one to one or many to one. Example: Old System [Field = eye color] [values = BL, Blu, Blue] maps to New Tyler System [Field = Eye Color] [value = Blue]. Those whose opinions are sought, typically subject matter experts, and with whom there is two-way communication. [Also see RACI] This activity occurs at the end of each stage and serves as a formal and intentional opportunity to review stage deliverables and required acceptance criteria for the stage have been met. The activity determining and documenting where data from the legacy system will be placed in the new system; this typically involves prior data analysis to understand how the data is currently used in the legacy system and how it will be used in the new system. Deliverable A verifiable document or service produced as part of the Project, as defined in the work packages. Go -Live Informed The point in time when the Client is using the Tyler software to conduct daily operations in Production. Those who are kept up-to-date on progress, often only on completion of the task or deliverable, and with whom there is just one-way communication. [Also see RACI] City of Spokane Valley, WA Tyler Technologies, Inc. Page / 45 Exhibit E holuvoloh .�'ffiq�aad�¢sia �ffi�V'e— tiss Infrastructure Interface Integration Legacy System Modification On -site Organizational Change Output The composite hardware, network resources and services required for the existence, operation, and management of the Tyler software. A connection to and potential exchange of data with an external system or application. Interfaces may be one way, with data leaving the Tyler system to another system or data entering Tyler from another system, or they may be bi-directional with data both leaving and entering Tyler and another system. A standard exchange or sharing of common data within the Tyler system or between Tyler applications The software from which a client is converting. Custom enhancement of Tyler's existing software to provide features or functions to meet individual client requirements documented within the scope of the Agreement. Indicates the work location is at one or more of the client's physical office or work environments. The process of changing an organization's strategies, processes, procedures, technologies, and culture, as well as the effect of such changes on the organization. A product, result or service generated by a process. Peripheral devices An auxiliary device that connects to and works with the computer in some way. Some examples: scanner, digital camera, printer. Phase Project RACI A portion of the Project in which specific set of related applications are typically implemented. Phases each have an independent start, Go -Live and closure dates but use the same Implementation Plans as other Phases of the Project. Phases may overlap or be sequential and may have different Tyler resources assigned. The delivery of the software and services per the agreement and the Statement of Work. A Project may be broken down into multiple Phases. A matrix describing the level of participation by various roles in completing tasks or Deliverables for a Project or process. Individuals or groups are assigned one and only one of the following roles for a given task: Responsible (R), Accountable (A), Consulted (C), or Informed (I). Remote Indicates the work location is at one or more of Tyler's physical offices or work environments. Responsible Those who ensure a task is completed, either by themselves or delegating to another resource. [Also see RACI] Scope Products and services that are included in the Agreement. City of Spa WA Tyler Technologies, Inc. Page 146 Exhibit E Solution The implementation of the contracted software product(s) resulting in the connected system allowing users to meet Project goals and gain anticipated efficiencies. Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project. Standard Software functionality that is included in the base software (off - the -shelf) package; is not customized or modified. Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project -specific activities, services, and Deliverables. System Test Scripts Training Plan Validation (or to validate) Work Breakdown Structure (WBS) The collective group of software and hardware that is used by the organization to conduct business. The steps or sequence of steps that will be used to validate or confirm a piece of functionality, configuration, enhancement, or Use Case Scenario. Document(s) that indicate how and when users of the system will be trained relevant to their role in the implementation or use of the system. The process of testing and approving that a specific Deliverable, process, program, or product is working as expected. A hierarchical representation of a Project or Phase broken down into smaller, more manageable components. Work Package A group of related tasks within a project. 1. City of Spokane Valley, WA Tyler Technologies, Inc. Page 147 Exhibit E Part 4: Appendices 9. Conversion 9.1 L;nt:er prise ERP Conversion Summary 9.1.1 Accounting COA • Chart of Accounts segments, objects, character codes, project codes (if applicable), organization codes (if applicable), control accounts budget rollups, fund attributes, due to/due from accounts • Requires the use of a Tyler provided spreadsheet for design and entry of the data to be converted 9.1.2 Accounting - Actuals • Summary account balances • Up to 12 years 9.1.3 Accounting - Budgets • Original budget, budget adjustments, revised budget summaries for accounts • Up to 12 years 9.1.4 Accounts Payable Master • Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers • Multiple remittance addresses • Year-to-date 1099 amounts 9.1.5 Accounts Payable - Checks • Check header data including vendor, warrant, check number, check date, overall check amount, GL cash account and clearing information • Check detail data including related document and invoice numbers for each check • Upto5years 9.1.6 Accounts Payable - Invoices • Invoice header data containing general information for the invoice • Invoice detail data containing line -specific information for the invoice • Up to 5 years 9.1.7 Capital Assets Master • Asset description, status, acquisition quantity, date and amount, codes for asset class, subclass, department, custodian, flags for capitalization and depreciation, estimated life, serial number, model, model year, depreciation method, life -to -date depreciation amount, last depreciation date, disposal information (if any), purchase information, if any (vendor, P0, Invoice) City of Spokane Valley, WA Tyler Technologies, Inc. Page 148 Exhibit E 9.1.8 Purchase Orders • Open and closed purchase order header data including vendor, buyer, date, accounting information, etc. • Open and closed purchase order detail data including line -item descriptions, quantities, amounts, etc. 9.1.9 Project Grant Accounting • Segments, account strings and fund string allocation table ▪ Requires the use of a Tyler provided (Chart of Accounts) spreadsheet for design and entry of the data to be converted 9.1.10Project Grant Accounting - Actuals • Summary project ledger string balances. If linking to GL, must be converted at the same time. • Upto3years 9.1.11Project Grant Accounting — Budget • Original project ledger budget amounts. If linking to GL, must be converted at the same time. • Upto3years 9.1.12General Billing CID • Customer information 9.1.13General Billing — Recurring Invoices • General Billing Invoices that are sent on a regular basis • Header records with general information about the invoice • Detail records with line -specific information 9.1.14General Billing — Bills • 5 years of open and closed invoices • General Ledger information so open invoices can be processed in Enterprise ERP 9.1.15Payroll ▪ Payroll Employee Master data including data such as name, address, SSN, legacy employee ID, date of birth, hire date, activity status (such as active/inactive), leave/termination code and date, phone(s), e-address, marital status, gender, race, personnel status (such as full-time, part-time, etc.), highest degree, advice -delivery (print/email/both) and check location, plus primary group, job, location, and account information 9.1.16Payroll —Accrual Balances • Employee accrual balances including Vacation, Holiday, and other Leave balances • Start of year balance, earned to date, used to date City of Spokane Valley, WA Tyler Technologies, Inc. Page 149 Exhibit E 9.1.17Payroll - Deductions ■ Employee Deductions - including employee ID, deduction codes, tax information, and direct deposit information 9.1.18Payroll — State Retirement Tables • Specific state -required data, plus related service years information, when appropriate • Needed for some states 9.1.19Payroll —Accumulators • YTD, QTD, MTD amounts for employee pay and deductions • Needed for mid -calendar -year go -live • May not be needed if converting earnings/deductions history • Up to 12 years 9.1.20Payroll — Check History • Up to 12 years, additional years must be quoted. We convert amounts for earnings and deductions in employee check history, check number and date. 9.1.21Payroll — Earning/Deduction Hist. ■ Up to 12 years, additional years must be quoted. Earning and deduction history broken down my individual codes (earnings and deduction) and amounts per pay period, the detail of these lines, sums the check history in opt 4. City of Spokane Valley, WA Tyler Technologies, Inc. Page / 50 Planned Data Exchanges U N d N 0 CU Q 0 V) L N 0 U CO U L aJ a N N f6 L 1 CU 0 0 Q CU ro lF 0 >T (O Q m E O 4- tip (O L U X N co (O tin 0 0 O C—I i— further define the data exchanges listed in the SOW Cost to Develop nu Iry v o o tO a n Q m N o x s o 0 u Q 0., c- C o Uxi 1 E o 4' ro O a a z v `° o z Included in scope of this SOW? Y ill } Included in scope of proposal? N 444 a) Tyler Proposal Comments O al cu Lc N -O E o_ m E Q u C O N O` E r° '^ a _u E C a0 w c .n al O O c f0 a) .O C > .o o a a °O ro o m 2 ns o_ 3 .� O x co ,a E a u aJ U w c ++ m v o c u Tyler Proposal Response v Y a o m a a E c - 12 E a v a m c 't 2. v c Data Involved in Potential Transfer Receive: The new ERP system should receive payroll information from the legacy ERP system for purposes of updating the GL, until the City has fully transitioned to the new system. The ERP system should receive Deduction/Benefit/Accrual information from the legacy payroll system for purposes of creating payments. The new ERP should be able to receive payroll invoice data (garnishments, benefit payments) from the Eden Payroll module. Send: The ERP system should have the ability to integrate with MS Word, MS Excel, and Access. Receive: Microsoft applications (MS Word, MS Excel, and Access) should have the ability to integrate with the ERP system. Desired Frequency of Data Transfer a c E E ao o a v . E v v z E v E CC Desired Type of Data Transfer C a o a, E c y., v v w E ,n o -o E o E a o v a, c „ N w c '^ a c N cc 7 N O > a c ai a w O al 2O .0 U O System Type w2 CIOa a) Y y U O O 2 O z No —Assuming use of compatible import/export files to support data exchange m EC al o °ea o. a C y�j aO f0 N U Q= to o m z o CL E ,°1 0 No —Assuming use of compatible import/export files to support data exchange No —Assuming use of compatible import/export files to support data exchange No — Assuming use of compatible import/export files to support data exchange No —Assuming use of compatible import/export v >- w >- al r a r a) >- al >- v >- > > > > > > > Assumes use of compatible import and export formats 0 0 o x x a, a, cu 0 z a ru E a P.,E E Q o O- Assumes use of compatible export format Assumes use of compatible export format Assumes use of compatible export format Assumes use of compatible export format O ¢ — N UO La N Standard - File Import/Export E v C LL - -O o % E v, _ Standard - File Import/Export Standard - File Import/Export Standard - File Import/Export Standard - File Export Send: The ERP system should send new user information to update AD in real-time including certain demographic and reporting structure information. Receive: The ERP system should receive authenticated user information and email addresses in real-time. Receive: The future ERP system will receive daily payment information for the purposes of reconciling cash amounts. Send: The future ERP system should send data required for positive pay and ach transactions to be recorded with Banner Bank. Receive: The future ERP system should be able to receive a file from Banner Bank to assist with all cleared accounts payable, payroll, and miscellaneous checks that were cleared in a City defined period of time. Receive: The future ERP system will receive daily payment information for the purposes of reconciling cash amounts. Receive: The future ERP System will receive daily batches containing employee selections to update the employee masterfiles. Receive: The future ERP system will make inventory adjustments on a city defined basis to update the fixed asset list. Send: The future ERP system should send data required for pension data to be recorded with Dept of Retirement services. alcu ro E ro -0 F- z E o E� L +' m o ai N , ro E ro v F- z E ru Err L Y m —'' o >, L c 0 m v C c E O E0 o >. Y U C> N `�'D UN +' al cc C in u v E N al U> N O C cc Q1-o cN>o m � Lt 'D UN a+ al tea C Vl u la N E LE> a +' u vr? C a)C al v °E as aJ N al `t > —H 'a-)vi >.-Y C a/ C tu v E `m > a+ U v?i E Li, •C Interface — Send data from selected system O O `u_ Sportsman C ra co N c ro SmartGov Mission Square Spiceworks Washington Department of Retirement Systems C a- .B o .o v o0 ji m o 2 'in 'o co aoi rraa o_ , cvoi .- u v v 2 —m 3 Co a 0 u NEW — Added during contracting tzs D I files to support data exchange No —Assuming use of compatible import/export files to support data exchange No —Assuming use of compatible import/export files to support data exchange No —Assuming use of compatible import/export files to support data exchange v W ut W CU v - Assumes use of compatible export format Assumes use of compatible export format Assumes use of compatible export format Standard - File Export Standard - File Export Standard - File Import Send: The future ERP system should send data required for medical/dental/ins data to be recorded with Association of WA Cities. Send: The future ERP system should send data required for Health Savings Account data to be recorded with Navia. Receive: The future ERP system will receive daily payment information for the purposes of reconciling cash amounts. T L C 0 73T G QC ni p 1 ra m N °� mw w C N I ro N -1,)ww"<ijw vi C N -0o W y N Y - >i C W Association of Washington Cities m Z FalseAlarm Access DB m I 0 no ',7—, C ` 'WO • Z< TS c 0 0 m I 0 on ',7—� W ` U v e Z al -0 c 0 0 a, 0 " 0 u 0. Exhibit E 11. Project Timeline 11.1 ERP Project Timeline The Project Timeline establishes a target duration for each phase of the project. The timeline needs to account for resource availability, business goals, size and complexity of the project, and task duration requirements. These will be reviewed and adjusted, if needed, during the Initiate and Plan Stage. Refer to the Project Stages section of this SOW for information on work packages associated with each stage of the implementation. Durations may be revised when the Agreement is signed and further refined during the project. Eden to Enterprise ERP project start dates are dependent on wave availability. Waves are a common implementation start month for a group of Eden clients. Each wave has a designated number of slots available for clients to sign up — once those slots are full you must choose an alternate wave that has availability. A signed agreement is required to reserve a spot in a specific wave. Functional Areas Software Modules Duration 1 Enterprise ERP Financials (powered by Munis) 1 Enterprise ERP Productivity 2 Enterprise ERP Human Capital Management (powered by Munis) • Accounting • Accounts Payable • Bid Management • BMI CollectlT Interface • Budgeting • Capital Assets • Cash Management • Contract Management • eProcurement • Inventory • Project & Grant Accounting • Purchasing • Accounts Receivable • General Billing • Enterprise Forms Processing • Content Manager Core • Enterprise Analytics and Reporting w Executive Insights • Open Finance • Payroll with ESS • Human Resources & Talent Management • Recruiting • Risk Management 12 months Included in Phase 1 12 months Sample Project Timeline based on wave availability in June 2022: PROJECT TIMELINE 2022 2023 1022 11/22 1222 1f23 2/23 3/23 4/23 5/23 6/23 7/23 8/23 9/23 10/23 11/23 12/23 1124 a Financials HCM City of Spokane Valley, WA Tyler Technologies, Inc. Page 14 Exhibit E 11.2 Intentionally left blank. City of Spokane Valley, WA Tyler Technologies, Inc. Page j 5 Exhibit G tyler • technologies Exhibit F Tyler's Proposal Tyler's Proposal, dated February 17, 2022, in response to the Client's Request for Proposal for Enterprise Resource Planning (ERP) Software Solution and Professional Services is incorporated herein by reference as if fully set forth herein. [REMAINDER OF PAGE INTENTIONALLY BLANK] ••.;:.. tyler= 1 Exhibit G tyler • technologies Exhibit G Request for Proposals The Client's Request for Proposals for Enterprise Resource Planning (ERP) Software Solution and Professional Services released on or around January 6, 2022, is incorporated herein by reference as if fully set forth herein. [REMAINDER OF PAGE INTENTIONALLY BLANK] •• tyler 1 ,a�co�to® CERTIFICATE OF LIABILITY INSURANCE DATE 04/08/2022Dry ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA, INC. 99 HIGH STREET BOSTON, MA 02110 CN102891976-TTI-GAWX+-22-23 CONTACT Finn Davis NAME: (AIC No Extl: (617) 999-7893 FAX No): ADDRIESS: Finn.Davis@marsh.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Fire Insurance Co 19682 INSURED Tyler Technologies, Inc. 5101 Tennyson Parkway Plano, TX 75024 INSURER B : Trumbull Insurance Company 27120 INSURER C : QBE Specialty Insurance Company 11515 INSURER D : Sentinel Insurance Company 11000 INSURER E : Hartford Casualty Insurance Company 29424 INSURER F : COVERAGES CERTIFICATE NUMBER: NYC-011304235-01 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF /Y (MM/DDYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 10 UEN DL0437 04/01/2022 04/01/2023 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE RETED PREMISESO(Ea occurrence) $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY 10 UEN D19897 04/01/2022 04/01/2023 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ E X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE 10 XHU DL0102 04/01/2022 04/01/2023 EACH OCCURRENCE $ 25,000,000 AGGREGATE $ 25,000,000 DED X RETENT ON $10,000 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N N/A 10WBAK8AGK 04/01/2022 04/01/2023 x PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Professional Liability Cyber Protection 130001996 12/17/2021 12/17/2022 Limit 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence Only CERTIFICATE HOLDER CANCELLATION Tyler Technologies, Inc. 5101 Tennyson Parkway Plano, TX 75024 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE .�,�� A /II�.L,Ziaa /Gtc. ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD AGENCY CUSTOMER ID: CN102891976 LOC #: Boston ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY MARSH USA, INC. NAMED INSURED Tyler Technologies, Inc. 5101 Tennyson Parkway Plano, TX 75024 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE• Certificate of Liability Insurance The Professional Liability/Cyber policies evidenced contain Self Insured Retentions to various perils covered. If you would like additional information regarding these sublimits or deductibles, please contact the insured. Excess Cyber Protection: $5,000,000 xs $5,000,000 Carrier: Munich Re Syndicate Limited Policy Number: B0509FINPY2150857 Eff/Exp dates: 12/17/2021-12/17/2022 Per Claim and Aggregate Limit: $5,000,000 Business Interruption: $2,500,000 Ransomware: 2,500,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EBUF!)NN0EE0ZZZZ* DFSUJGJDBUF!PG!MJBCJMJUZ!JOTVSBODF 04/07/2023 UIJT!DFSUJGJDBUF!JT!JTTVFE!BT!B!NBUUFS!PG!JOGPSNBUJPO!POMZ!BOE!DPOGFST!OP!SJHIUT!VQPO!UIF!DFSUJGJDBUF!IPMEFS/!UIJT DFSUJGJDBUF!EPFT!OPU!BGGJSNBUJWFMZ!PS!OFHBUJWFMZ!BNFOE-!FYUFOE!PS!BMUFS!UIF!DPWFSBHF!BGGPSEFE!CZ!UIF!QPMJDJFT CFMPX/!!UIJT!DFSUJGJDBUF!PG!JOTVSBODF!EPFT!OPU!DPOTUJUVUF!B!DPOUSBDU!CFUXFFO!UIF!JTTVJOH!JOTVSFS)T*-!BVUIPSJ\[FE SFQSFTFOUBUJWF!PS!QSPEVDFS-!BOE!UIF!DFSUJGJDBUF!IPMEFS/ JNQPSUBOU;!!Jg!uif!dfsujgjdbuf!ipmefs!jt!bo!BEEJUJPOBM!JOTVSFE-!uif!qpmjdz)jft*!nvtu!ibwf!BEEJUJPOBM!JOTVSFE!qspwjtjpot!ps!cf!foepstfe/ Jg!TVCSPHBUJPO!JT!XBJWFE-!tvckfdu!up!uif!ufsnt!boe!dpoejujpot!pg!uif!qpmjdz-!dfsubjo!qpmjdjft!nbz!sfrvjsf!bo!foepstfnfou/!!B!tubufnfou!po uijt!dfsujgjdbuf!epft!opu!dpogfs!sjhiut!up!uif!dfsujgjdbuf!ipmefs!jo!mjfv!pg!tvdi!foepstfnfou)t*/ DPOUBDU QSPEVDFS Finn Davis OBNF; MARSH USA, LLC. GBY QIPOF (617) 999-7893 )B0D-!Op*; )B0D-!Op-!Fyu*; 99 HIGH STREET F.NBJM BOSTON, MA 02110 Finn.Davis@marsh.com BEESFTT; JOTVSFS)T*!BGGPSEJOH!DPWFSBHFOBJD!$ 19682 CN102891976-TTI-GAWX+-23-24 Hartford Fire Insurance Co JOTVSFS!B!; JOTVSFE 27120 Trumbull Insurance Company JOTVSFS!C!; Tyler Technologies, Inc. 29424 JOTVSFS!D!;Hartford Casualty Insurance Company 5101 Tennyson Parkway Plano, TX 75024 11000 JOTVSFS!E!;Sentinel Insurance Company 11515 JOTVSFS!F!;QBE Specialty Insurance Company JOTVSFS!G!; NYC-011503202-062 DPWFSBHFTDFSUJGJDBUF!OVNCFS;SFWJTJPO!OVNCFS; UIJT!JT!UP!DFSUJGZ!UIBU!UIF!QPMJDJFT!PG!JOTVSBODF!MJTUFE!CFMPX!IBWF!CFFO!JTTVFE!UP!UIF!JOTVSFE!OBNFE!BCPWF!GPS!UIF!QPMJDZ!QFSJPE JOEJDBUFE/!!OPUXJUITUBOEJOH!BOZ!SFRVJSFNFOU-!UFSN!PS!DPOEJUJPO!PG!BOZ!DPOUSBDU!PS!PUIFS!EPDVNFOU!XJUI!SFTQFDU!UP!XIJDI!UIJT DFSUJGJDBUF!NBZ!CF!JTTVFE!PS!NBZ!QFSUBJO-!UIF!JOTVSBODF!BGGPSEFE!CZ!UIF!QPMJDJFT!EFTDSJCFE!IFSFJO!JT!TVCKFDU!UP!BMM!UIF!UFSNT- FYDMVTJPOT!BOE!DPOEJUJPOT!PG!TVDI!QPMJDJFT/!MJNJUT!TIPXO!NBZ!IBWF!CFFO!SFEVDFE!CZ!QBJE!DMBJNT/ BEEMTVCS JOTSQPMJDZ!FGGQPMJDZ!FYQ UZQF!PG!JOTVSBODFMJNJUT QPMJDZ!OVNCFS MUS)NN0EE0ZZZZ*)NN0EE0ZZZZ* JOTEXWE A 04/01/2024 DPNNFSDJBM!HFOFSBM!MJBCJMJUZ 04/01/2023 X10 UEN DL0437 1,000,000 FBDI!PDDVSSFODF% EBNBHF!UP!SFOUFE X 300,000 DMBJNT.NBEFPDDVS% QSFNJTFT!)Fb!pddvssfodf* 10,000 NFE!FYQ!)Boz!pof!qfstpo*% 1,000,000 QFSTPOBM!'!BEW!JOKVSZ% 2,000,000 HFO(M!BHHSFHBUF!MJNJU!BQQMJFT!QFS;HFOFSBM!BHHSFHBUF% QSP. X2,000,000 QPMJDZMPDQSPEVDUT!.!DPNQ0PQ!BHH% KFDU % PUIFS; DPNCJOFE!TJOHMF!MJNJU 10 UEN DI989704/01/2023 B 04/01/2024 BVUPNPCJMF!MJBCJMJUZ% 1,000,000 )Fb!bddjefou* BOZ!BVUP X CPEJMZ!JOKVSZ!)Qfs!qfstpo*% PXOFETDIFEVMFE CPEJMZ!JOKVSZ!)Qfs!bddjefou*% BVUPT!POMZBVUPT OPO.PXOFE IJSFEQSPQFSUZ!EBNBHF % )Qfs!bddjefou* BVUPT!POMZBVUPT!POMZ % C 10 XHU DL0102 25,000,000 VNCSFMMB!MJBC 04/01/2024 X X 04/01/2023 FBDI!PDDVSSFODF% PDDVS FYDFTT!MJBC 25,000,000 DMBJNT.NBEFBHHSFHBUF% X % EFESFUFOUJPO%10,000 QFSPUI. 04/01/2023 04/01/2024 D XPSLFST!DPNQFOTBUJPO 10WBAK8AGK X TUBUVUFFS BOE!FNQMPZFST(!MJBCJMJUZ Z!0!O 1,000,000 BOZQ!SPQSJFUPS0QBSUOFS0FYFDVUJWF F/M/!FBDI!BDDJEFOU% O!0!B N PGGJDFS0NFNCFS!FYDMVEFE@ 1,000,000 )Nboebupsz!jo!OI* F/M/!EJTFBTF!.!FB!FNQMPZFF% Jg!zft-!eftdsjcf!voefs 1,000,000 F/M/!EJTFBTF!.!QPMJDZ!MJNJU% EFTDSJQUJPO!PG!PQFSBUJPOT!cfmpx EProfessional LiabilityLimit5,000,000 12/17/202106/17/2023 130001996 Cyber Protection EFTDSJQUJPO!PG!PQFSBUJPOT!0!MPDBUJPOT!0!WFIJDMFT!!)BDPSE!212-!Beejujpobm!Sfnbslt!Tdifevmf-!nbz!cf!buubdife!jg!npsf!tqbdf!jt!sfrvjsfe* City of Spokane Valley is/are included as additional insured (except workers’ compensation and professional liability) where required by written contract. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract. DFSUJGJDBUF!IPMEFSDBODFMMBUJPO City of Spokane Valley TIPVME!BOZ!PG!UIF!BCPWF!EFTDSJCFE!QPMJDJFT!CF!DBODFMMFE!CFGPSF 10210 E. Sprague Ave., UIF!FYQJSBUJPO!EBUF!UIFSFPG-!OPUJDF!XJMM!CF!EFMJWFSFE!JO Spokane Valley, WA 99206-6124 BDDPSEBODF!XJUI!UIF!QPMJDZ!QSPWJTJPOT/ BVUIPSJ\[FE!SFQSFTFOUBUJWF ª!2:99.3127!BDPSE!DPSQPSBUJPO/!!Bmm!sjhiut!sftfswfe/ BDPSE!36!)3127014*Uif!BDPSE!obnf!boe!mphp!bsf!sfhjtufsfe!nbslt!pg!BDPSE DO2139:2:87 BHFODZ!DVTUPNFS!JE; Cptupo MPD!$; Qbhf!!!!!!!!!!!pg 33 BEEJUJPOBM!SFNBSLT!TDIFEVMF BHFODZOBNFE!JOTVSFE Tyler Technologies, Inc. MARSH USA, LLC. 5101 Tennyson Parkway QPMJDZ!OVNCFS Plano, TX 75024 DBSSJFSOBJD!DPEF FGGFDUJWF!EBUF; BEEJUJPOBM!SFNBSLT UIJT!BEEJUJPOBM!SFNBSLT!GPSN!JT!B!TDIFEVMF!UP!BDPSE!GPSN- 36 Dfsujgjdbuf!pg!Mjbcjmjuz!Jotvsbodf GPSN!OVNCFS;GPSN!UJUMF; The Professional Liability/Cyber policies evidenced contain Self Insured Retentions to various perils covered. If you would like additional information regarding these sublimits or deductibles, please contact the insured. Excess Cyber Protection: $5,000,000 xs $5,000,000 Carrier: Munich Re Syndicate Limited Policy Number: B0509FINPY2150857 Eff/Exp dates: 12/17/2021 - 06/17/2023 Per Claim and Aggregate Limit: $5,000,000 Business Interruption: $2,500,000 Ransomware: 2,500,000 BDPSE!212!)3119012*ª!3119!BDPSE!DPSQPSBUJPO/!!Bmm!sjhiut!sftfswfe/ Uif!BDPSE!obnf!boe!mphp!bsf!sfhjtufsfe!nbslt!pg!BDPSE AC Rom® CERTIFICATE OF LIABILITY INSURANCE DATE 07I17/2023 /YYYY) 2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA, LLC. 99 HIGH STREET BOSTON, MA 02110 CONTACTNAME: Finn Davis PH NONE Ex (617 : ) 999-7893 JIFAX A/C No): ADDRESS: Finn.Davis@marsh.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Hartford Fire Insurance Co 19682 CN102891976-TTI-GAWX+-23-24 INSURED Tyler Technologies, Inc. INSURER B : Trumbull Insurance Company 27120 INSURER C : Hartford Casualty Insurance Company 29424 5101 Tennyson Parkway Plano, TX 75024 INSURER D : Seminal Insurance Company 11000 INSURER E : QBE S a Insurance Com an 11515 INSURER F COVERAGES CERTIFICATE NUMBER: NYC-011503202-08 REVISION NUMRER- 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE INSO WVD POLICY NUMBER MM/DDIYYYY POLICY EFF MM/LDI D/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR 10 UEN DLO437 04/01/2023 04/01/2024 EACH OCCURRENCE $ 1,000,000 DAMAGETO RENTED PREMISES Ea occurrence $ 300,000 MED FRCP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 AGGREGATE LIMITAPPLIES PER: POLICY JET LOC GENERAL AGGREGATE $ 2,000,000 GEN'L X PRODUCTS -COMP/OPAGG $ 2,000,000 $ OTHER: B AUTOMOBILE LIABILITY 10LEND19897 04/01/2023 04/01/2024 COMBINED SINGLE LIMIT accident $ 1,000,000Ea BODILY INJURY (Per person) $ X A1NY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ X UMBRELLA LIAB X OCCUR 10 XHU DLO102 04/01/2023 04/01/2024 EACH OCCURRENCE $ 25,000,000 AGGREGATE $ 25,000,000 EXCESS LIAR CLAIMS -MADE DED I X I RETENTION $10 000 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBEREXCLUDED? MNN/A (Mandatory in NH) If as, describe under DESCRIPTION OF OPERATIONS below 1 OWBAK8AGK 04/01/2024 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - FA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 E Professional Liability 130001996 06/17/2023 06/17/2024 Limit 10,000,000 Cyber Protection DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Spokane Valley istare included as additional insured (except workers' compensation and professional liability) where required by written contract. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract. City of Spokane Valley 10210 E. Sprague Ave., Spokane Valley, WA 99206-6124 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE alc - �' Jo ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN102891976 AC Rom® LOC #: Boston ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY MARSH USA, LLC. NAMEDINSURED Tyler Technologies, Inc. 5101 Tennyson Parkway Plano, TX 75024 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance The Professional LiabilitylCyber policies evidenced contain Self Insured Retentions to various parts covered. If you would like additional information regarding these sublimits or deductibles, please contact the insured. AGUKIJ 7U7 (ZUUUIU9) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 2"Z- 1 17D A`CC>R CERTIFICATE OF LIABILITY INSURANCE DATE 1/2024 /YYYY) os/21/2o2a THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA, LLC. 99 HIGH STREET CONTACT NAME: Finn Davis PHONE No, Extll 617 999-7893 FAX No : BOSTON, MA 02110 E-MAIL ADDRESS: Finn.Davis@marsh.com INSURERS AFFORDING COVERAGE NAIC A INSURER A: Hartford Fire Insurance Co 19682 CN102891976-TTI-GAWX+-24-25 INSURED Tyler Technologies, Inc. INSURER B : Trumbull Insurance Company 27120 INSURER C : H rtford Casualty Insurancen 29424 5101 Tennyson Parkway Plano, TX 75024 INSURER D : The Hartford 19682 INSURER E : OBE Specia4 Insurance Company 11515 INSURER F : COVERAGES CERTIFICATE NUMBER: NYC-011503202-12 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICYNUMBER EFF MMIDDPOLICY/YYYY Y EXP MMIDD LIMITS A X COMMERCIAL GENERAL LIABILITY OCCUR 10UENBA4DHY 04/01/2024 04/01/2025 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED enc S Ear"T...) $ 1,000,000X MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO- JECT LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS -COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY 10 LIEN DI9897 04/01/2024 04/01/2025 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ C X UMBRELLALIAB EXCESS LIAB X OCCUR CLAIMS -MADE 10XHUBCIDGX 04/01/2024 04/01/2025 EACH OCCURRENCE $ 25,000,000 AGGREGATE $ 25,000,000 DED I X I RETENTION $ 10,000 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? FN] (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA 1OWNS88300 04/01/2024 04/01/2025 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 E Professional Liability/Cyber 130001996 06/17/2024 06/17/2025 Limit 10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Spokane Valley is/are included as additional insured (except workers' compensation and professional liability) where required by written contract. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract. %,r-m I Ir II.H I C rHJLLjr_m City of Spokane Valley 10210 E. Sprague Ave., Spokane Valley, WA 99206-6124 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN102891976 LOC #: Boston ACORD® AnnlTIr)MAI RFMARKC Crul=nl II P AGENCY NAMED INSURED MARSH USA, LLC. Tyler Technologies, Inc. 5101 Tennyson Parkway POLICY NUMBER Plano, TX 75024 CARRIER I NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Paoe 9 of 9 The Professional Liability/Cyber policies evidenced contain Self Insured Retentions to various perils covered. If you would like additional information regarding these sublimits or deductibles, please contact the insured. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD