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Tyler Technologies Inc - FY2016-017-01 AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACT SERVICES THIS AMENDMENT NO. 1 TO THE AGREEMENT FOR CONTRACT SERVICES ("Amendment No. 1")by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City or "Client") and TYLER TECHNOLOGIES, INC., a Delaware corporation ("Consultant" or"Tyler") is effective as of July 1, 2021 ("Effective Date"). RECITALS A. City and Consultant entered into that certain Agreement for Contract Services dated June 6, 2016(the"Agreement") for the provision, implementation, and operation by Consultant of Software as a Service(SaaS) System ("Services") from July 1, 2016 through June 30, 2021, for an initial Contract Sum of$420,460. The Agreement provides an option for the City to renew the Agreement for one five (5) year term, and then subsequently for additional one (1) year terms, by mutual agreement of City and Consultant. B. On February 1,2017,City and Consultant entered into a change order increasing the Contract Sum by $78,763.25 to $499,223.25. C. City and Consultant subsequently entered into a second change order dated May 31, 2017, reducing the Contract Sum by $100 to $499,123.25. D. City and Consultant subsequently entered into a third change order effective June 14, 2018, reducing the Contract Sum by $5,600.00 to $493,523.25. E. City and Consultant now desire to reduce the Contract Sum by $73,499.14, which represents unused implementation services from July 1, 2016 through June 30, 2021. F. City and Consultant also desire to exercise the option to extend the term of the Agreement for one five (5) year term commencing on the Effective Date and ending on June 30, 2026, and increase the Contract Sum, after the above reduction, by $305,920 to $725,944.11. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in and added text in bold italics. a. Section 2.1, Contract Sum, is hereby amended as follows: "Subject to any limitations set forth in this Agreement,City agrees to pay Consultant the amounts specified in the"Schedule of Compensation"attached hereto as Exhibit "C"and incorporated herein by this reference. The total compensation,for the entire term five(5)year term commencing July 1,2016 through June 30,2026("Term"), including reimbursement for actual expenses, but excluding any software,products, and services added via a purchase order or signed quote,including any associated expenses, shall not exceed $725,944.11 (Seven Hundred Twenty-Five Thousand, Nine Hundred Forty-Four Dollars and Eleven Cents)Four Hundred Twenty •- •- -- - •- -- ' 9: '.4 ' 4 -' (the "Contract Sum") with total 01203.0005/726118.3 compensation for the portion of the Term commencing July 1, 2021 and ending June 30, 2026 not to exceed $305,920 (Three Hundred Five Thousand Nine Hundred Twenty Dollars), unless additional compensation is approved pursuant to Section 1.8. The not to exceed amounts are based on the mutually agreed scope of services and may not be exceeded unless approved by the Contract Officer in advance pursuant to Section 1.8 of this Agreement.For the avoidance of doubt,in the event that the estimated travel budget provided for in Exhibit C is exceeded, Tyler shall continue to travel as needed to reasonably perform the services for the mutually agreed scope provided for under this Agreement, and City shall not be responsible for any reimbursements detailed herein for such travel." b. Section 3.4, Term, is hereby amended as follows: "Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect from July 1, 2016 until June 30,2026 7/1, 2016 until 6/30, 2021. City retains the option to thereafter continue to renew this Agreement for one five (5) year term, and then subsequently for additional one (1) year terms, in regards to provision of the ongoing services provided herein by Consultant, upon the same terms and conditions, subject to City providing written notice to Consultant of such intention at least sixty (60) days prior to expiration of the then-current term, and subject to mutually agreed modification to the Contract Sum and Term, and conditioned on Tyler continuing to make such services generally available to its clients." c. Section I of Exhibit"C","Schedule of Compensation",is hereby amended as follows: I. The following rate schedule sets forth the software, products and services provided by Consultant for Fiscal Years 2016/2017 through 2020/2021: [INSERT INVESTMENT SUMMARY 2-24-16] -2- The following rate schedule sets forth the software,products and services provided by Consultant for Fiscal Years 2021/2022 through 2025/2026: f tyler Quoted B. KarenCirosset •e::e: Dare. 6 29 2021 • Quote E.griranoa 12 26 2021 Quote Name. City of Rancho Palos Verdes-ERP-SaaS Renewal Quote Number 2021-130441 Quote Descn}Kion Sales Quotation For Cm of R echo Palos Verdes 30940 Hawthorne Bled Rancho Palos Verdes CA 90275-5351 Phone+1(310)544-5205 SaaS Description Annual Fee Net 6 Years Total SeaS Fee Imps Hours Financials: Accounting%CL 39,068.00 5 0 345 340 00 0 Cash Management 32.168-00 5.0 310,840.00 0 Purchasing 35.638.00 5 0 328 190.00 0 Human Capital Management: Human Resources&Talent Management 36.072.00 5.0 330.360.00 0 Payroll wFESS 312.694.00 5.0 563,470.00 0 Revenue: Accounts Receivable 33.035 00 5 0 315 175 00 0 General Billing 31.301.00 5 0 36.505 00 0 Productivity: Munls Analytics&Reporting(SaaS) 38.064.00 5.0 340,320.00 64 Tyler Content Manager SE 37.096.00 5.0 335,480.00 0 Tyler Forms Processing 36.048.00 5.0 330.240.00 0 TOTAL: $61.184.00 $305.920.00 64 2071-'354.0 . CONFIDENTIAL O`a Summary One Time Fees Recurring Fees Total'Tyler Software SO 00 SO 00 Total SaaS SO 00 561.184.00 Total Tyler Services 30 00 50.00 Total 3rd Party Hardware Software and 30 00 30.00 Services Summary Total $0.00 $61.184.00 Contract Total 5305.920.00 Unless otherwise indicated in the contract or amendment thereto.pacing for optional items will be held for six(6)months from the Quote date or the Effective Date of the contract,whichever Is later Customer Approval" Date Print Name PU 6: All primary values quoted in US Dollars 2071.130401. CONFIDENTIAL 2 Of 4 -3- C omments Client agrees that items in this sales quotation are.upon Client's denature or approval of same hereby added to the existing agreement .Agreement-)between the parties and subject to its terms Additionally.pasnent for said items.as applicable but subject to any listed assiunpuons herein.shall conform to the folloswulg tennis • Licence fees for Tyler and third party software are ins oiced upon the earlier of(1,deliver of the license key or(ui when Tyler makes such software available for download by the C tient • Fees for hardware are unvoiced upon delivery. • Fees for year one of hardware maintenance are invoiced upon delivery of the hardware• • Animal Malntenance and Support fees SaaS fees Hosting fees and Subscription fees are first payable when Tyler makes the sofflware available for download by the C hent (for:slauitenance,or on the first day of the month following the date this quotation was signed(for SaaS Hosting.and Subscnptioni and an's such fees are prorated to align with the applicable term under the Agreement.with renewals invoiced annually thereafter ul accord with the Agreement • Fees for services included in this sales quotation shall be invoiced as indicated below Implementation and other professional services fees shall be Invoiced as delivered Fixed-fee Business Process Consulting services shall be invoiced SO..upon deliver of the Best Practice Recommendations by module and 50°°upon delivery of custom desktop procedures by module Fixed-fee conversions are invoiced 54°.upon initial delivery of the converted data.by cornversicni option_and SO°.upon Client acceptance to load the converted data into Live Production environment by conversion option \Here conversions are quoted as estunated Tyler will invoice C bent the actual services delivered on a time and materials basis Except as otherwise provided.other fixed price services are invoiced upon complete delivery of the set-ice For the avoicLance of doubt.where"Project Planning Services'.are provided.payment shall be unvoiced upon deliver of the Inhplemerntatlon Plannuig document Dedicated Protect Management serices.if any will be invoiced monthly in arrears begullllne on the fust day of the month ununnedlatel-following initiation of project planning If Client has purchased any chance management services those services will be invoiced in accordance with the Agreement Notwithstanding anything to the contrary stated above the following payment tennis shall apply to services fees specifically for nugratrons Tyler will Invoice Client Soo. of any Migration Fees listed above upon C hent approval of the product suite migration schedule The remaining 50°..by line item will be billed upon the go-hve of the applicable product suite Tyler will invoice Client for any Project:vianagerlemt Fees listed above upon the go-nye of the first product suite Unless otherwise indicated on this Sales quotation.annual services will be invoiced un advance.for annual tennis ccnumeilcuig ou the date this sales quotation is sighed by the Client If listed annual service(sl is an addition to the same sen•1ce presently existing under the Agreement.the first term of the added annual service will be prorated to expire coternuni ins with the existing annual Lem for the sen-ire with renewals to occur as indicated in the Agreement • Expenses associated with onsite services are invoiced as incurred Tyler's quote contains estimates of the amount of services needed based on our preliminary understanding of the size and scope of your project The actual arnotult of ser ices depends on such factors as your level of involvement us the project and the speed of knowledge transfer Unless otherwise noted.prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current B:lsilhes'Travel Polio' Tyler's prices do not Include applicable local cit-c-or federal sales.use excise personal property or other simnalar taxes or duties.which you are responsible for determining and 2021.1 3044 t- CONFIDENTIAL 3 J'4 -4- Comments remitting Installations are completed remotely.but can be done onsite upon request at an additional cost In the event Client cancels services less than two(2)weeks in advance.Client is liable to Tyler for(i)all non-refundable expenses incurred by Tyler on Client's behalf:and to daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel Implementation hours are scheduled and delivered in four(4)or eight(8)hour increments Tyler provides onsite training for a maxunum of 12 people per class In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed.Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition the license for Content Manager is restricted to use with Tyler applications only If Client wishes to use Tyler Content Manager software with non-Tyler applications.Client must purchase or upgrade to Tyler Content Manager Enterprise Edition Payroll library includes:1 PR check 1 direct deposit.1 vendor from payroll check.1 vendor from payroll direct deposit.W2.W2c.ACA 1095B.ACA 10950 and 1099 R General Billing library includes:1 invoice.1 statement.1 general billing receipt and 1 miscellaneous receipt Personnel Actions Forms Library includes:1 Personnel Action form-New and 1 Personnel Action Form-Change Tyler's pricing is based on the scope of proposed products and services being obtained from Tyler.Should portions of the scope of products or services be removed by the Client. Tyler reserves the right to adjust prices for the remaining scope accordingly Tyler Content Manager SE includes up to 1TB of storage Should additional storage be needed it may be purchased as needed at an annual fee of 55.000 per TB The Munis SaaS fees are based on 32 concurrent users. Should the number of concurrent users be exceeded.Tyler reserves the right to re-negotiate the SaaS fees based upon any resulting changes in the pricing categories Accounting'GL includes Accounts Payable and Budgetuna. Development modifications.interfaces and sen-ces.where applicable.shall be invoiced to the client ui the following manner:50°0 of total upon authorized signature to proceed on program specifications and the remaining 50°.of total upon delivery of modifications.interface and services 2021-130441- CONFIDENTIAL 4 of 4 d. Section II of Exhibit"C","Schedule of Performance", is hereby amended by adding the following to the end of said section: Notwithstanding the foregoing, SaaS Fees for year six ($61,184) shall be invoiced annually in advance, beginning on July 1, 2021. Subsequent annual SaaS Fees through June 30,2026 shall be invoiced annually in advance,beginning on the anniversary of the initial invoice date for year six. e. Section I of Exhibit"D", "Schedule of Performance", is hereby amended as follows: "Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect from July 1, 2016, until June 30, 2 2026. 2. Continuing Effect of Agreement.Except as amended by this Amendment No. 1,all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the Effective Date of this Amendment No. 1,whenever the term"Agreement"appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no -5- written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation. Consultant represents and warrants to City that, as of the Effective Date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that,as of the Effective Date of this Amendment No. 1,Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration.The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1,such party is formally bound to the provisions of this Amendment No. 1,and(iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] -6- IN WITNESS WHEREOF,the parties hereto have executed this Amendment No. 1 on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Eric Alegria, \.yor ATTEST: ..mss qesa aoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP 4 . .d W1 117M W. W er, City Attorney CONSULTANT: TYLER TECHNOLOGIES,INC.,a Delaware corporation i By: -/'4111°f;1 _ 40. /'9 , I,/ Name: Christo. er P. Hepburn Title: President, Enterprise Group By: Name: Abigail Diaz Title: Chief Legal Officer& Secretary Address: 1 Tyler Drive Yarmouth, ME 04096 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups: 1)Chairman of the Board,President or any Vice President; and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. -7- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF MAINE COUNTY OF CUMBERLAND, 0Le` I On -1 ,2021 before mll a r v t n tOWI o ed o me o he Sp Y p P basis of satisfactory evidence to be the pers n(s) who mes(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Maine that the fore oin .• = ,ph is true and correct. �� ANDREA L.FRAVERT Public-Maine WITNESS my hand and official seal. My Commission Expires Signature: June 1,2Q22 1' OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER TITAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF MAINE COUNTY OF CUMBERLAND On july tis ,2021 before me, ".. / /1, .ersonall al.ear-• proved to me on the basis of actory evidence to be the •erson(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Maine that the foregoing paragraph is true and correct. ANDREA L FRAVERT WITNESS my hand and official.,seal. Notary Public-Maine My Commission Expires Signatur- i� �/ June 1, 2022 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT LI INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED LI GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT LI TRUSTEE(S) LI GUARDIAN/CONSERVATOR LI OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and TYLER TECHNOLOGIES, INC. AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND TYLER TECHNOLOGIES, INC. THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this j,l day of jtAilt, 2016 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City" or "Client") and Tyler Technologies, Inc., a Delaware Corporation ("Consultant" or "Tyler"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties". RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall -1- 01007.0001/286757.1 mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 2 01203.0007/298736.1 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Four Hundred Twenty Thousand Four Hundred Sixty Dollars ($420,460) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less -3- 01203.0007/298736.1 contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. -4 01203.0007/298736.1 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Mai eure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: (Name) (Title) (Name) (Title) 5 01203.0007/298736.1 (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Deborah Cullen, Director of Finance for the City of Rancho Palos Verdes, or such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant -6- 01203.0007/298736.1 shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must -7- 01203.0007/298736.1 include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self- insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. 8 01203.0007/298736.1 [to be initialed] Consultant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection -9- 01203.0007/298736.1 with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of -10- 01203.0007/298736.1 three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. -11- 01203.0007/298736.1 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys' fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes: Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not -12- 01203.0007/298736.1 reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. -13- 01203.0007/298736.1 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which -14- 01203.0007/298736.1 may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City -15- 01203.0007/298736.1 Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy- two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration: Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party -16- 01203.0007/298736.1 including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials AP 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] -17- 01203.0007/298736.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ATTEST: Carla Morreale, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP David J./A - hire, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ij.4 Ken'Dyda, Mayor CONSULTANT: TYLER TECHNOLOGIES, a Delaware corporation B .i�1�1 ✓ .�i�'" Name: Cfiristop r P. Hepburn Title: President, ERP & School Division By: Name: Abigail Diaz Title: VP & Associate General Counsel Address: 1 Tyler Drive Yarmouth, ME 04096 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. -18- 01203.0007/298736.1 ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that STATE OF MAINE COUNTY OF CUMBERLAND On June 24, 2016 before me, Tammy Towle, personally appeared Abby Diaz, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Signature: Tammy J. Towle Notary Public, Maine My Commission Expires November 6, 2016 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203.0007/298736.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE - 19 - ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that STATE OF MAINE COUNTY OF CUMBERLAND On June 24, 2016 before me, Tammy Towle, personally appeared Christopher P. Hepburn, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. d and official seal. 9,2,4 Tammy J. Towle Notary Public, Maine My Commission Expires November 6, 2016 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER E l INDIVIDUAL El CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED El GENERAL El ATTORNEY-IN-FACT El TRUSTEE(S) El GUARDIAN/CONSERVATOR El OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203.0007/298736.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE - 20 - EXHIBIT "A" SCOPE OF SERVICES Consultant will perform the services and provide the products detailed in the Statement of Work ("SOW"), attached as Exhibit A-1. Such services and products shall include: 1. Provision of Software as a Service (SaaS) System. Tyler shall provide the City with, and fully implement with the City's assistance, software as a service (SaaS) for the City's Financial services, including the Tyler Software. 2. Implementation of SaaS System. Tyler shall be responsible for assisting the City in the full implementation of each module. Implementation shall include the following: a. Conversion of all City data to a format suitable for use in the SaaS system; b. Training City staff on how to use the Tyler Software; c. Any other implementation -related services itemized in Exhibit C and detailed in the SOW. 3. Operation of SaaS System a. Tyler will be responsible for hosting the software. b. The City shall be able to access the software remotely on City computers provided such computers comply with the minimum specifications provided by Tyler. A-1 01203.0007/298736.1 EXHIBIT "A-1" STATEMENT OF WORK ("SOW") Table of Contents Section A: Executive Summary A.1 Project Overview A.2 Project Criteria for Success A.3 Project Scope A.4 Organizational Scope A.5 Data Conversion Scope A.6 Import and Export Scope A.7 Reports A.8 Workflows A.9 Development Services A.10 Proiect Release Schedule A.11 Deliverables A.12 Tyler Forms Section B: Project Governance B.1 Client Project Roles and Responsibilities B.2 Client Decision Making B.3 Executive Project Sponsors: B.4 Executive Steering Committee: B.5 Project Manager - B.6 Project Team - B.7 Subiect Matter Experts (SMEs) B.8 Technical Team: B.9 Upgrade Coordinator B.10 Client Tyler University Manager B.11 Tyler Roles and Responsibilities B.12 Tyler Executive Oversight B.13 Tyler Regional Manager B.14 Tyler Proiect Manager B.15 Tyler Implementation Consultants B.16 Tyler Developers B.17 Tyler Implementation Programmers B.18 Tyler Forms Designers B.19 Tyler Support Account Manager B.20 Tyler Technical Support Specialist Section C: Project Management C.1 Proiect Plan Development and Management C.2 Proiect Status Reports C.3 SharePoint A-2 01203.0007/298736.1 C.4 Agendas C.5 Executive Steering Committee Meetings C.6 Site Reports C.7 Issues Log and Issue Tracking C.8 Risk Management C.9 Scope/Contract Change Process C.10 Deliverable / Milestone Acceptance' C.11 Control Point Acceptance C.12 Other Proiect Management Resources Section D: Technology Architecture D.1 Hardware Requirements D.2 Environments D.3 Key Dates for Hardware Availability Section E: Implementation E.1 Implementation Methodology Overview E.2 Control Points E.3 Proiect Initiation E.4 Proiect Planning E.5 Structural Foundation E.6 Knowledge Transfer E.7 Static Environment Test (SET) E.8 Implementation E.9 Live Preparation E.10 Live Processing E.11 Post Live Process E.12 Phase Closure Section F: Homework Requirements Section G: Facility Requirements Section H: Appendix Appendix 1: Deliverable Expectation Document Appendix 2: Hardware Requirements A-3 01203.0007/298736.1 Section A: Executive Summary A.1 Project Overview Consultant shall deliver the professional services itemized in the Investment Summary (provided in Section I of Exhibit C) and detailed herein in connection with Tyler's licensing of its proprietary software listed in the Investment Summary. Consultant shall provide City with software as a service for the City's financial system as set forth in this Statement of Work ("SOW"), including but not limited to, general ledger, annual financial reporting, purchasing, accounts payable, and electronic banking processing. A.2 Project Scope The project scope is comprised of the following modules, data conversions, interfaces, reports, workflows, and deliverables defined in this section plus any related professional services described throughout this SOW. If any services, tasks, or responsibilities not specifically described in this SOW are inherent or necessary sub -activities of the tasks or are otherwise required for proper performance of the services or tasks they shall also be included within the scope. A.2.1 Module Scope The scope of modules included in this Enterprise Resource Planning (ERP) project includes the following Tyler and third party software products. A.2.2 Project Phases Implementation for the following functional areas and each of the modules related to the functional areas has been divided into the following major phases. Each phase will include all requirements as set forth in Tyler's responses to the Client Functional Requirements in the City's Request For Proposals (attached hereto as Exhibit A-2), , or their functional equivalent Phase Functional Areas Modules Start Date Go -Live Date 1 01203.0007/298736.1 Core Financials • Accounting General Ledger • Cash Management • Project & Grant Accounting • Budgeting • Requisitions • Purchase Orders • eProcurement • Accounts Payable • Accounts Receivable • General Billing A-4 or as defined in the Project Plan System Wide A.3 Organizational Scope • Fixed Assets • Tyler Reporting Services • Tyler Forms Processing • Munis Office • Role Tailored Dashboard • Tyler Content Manager SE Tyler will implement the functional scope and in -scope software modules for use across the entire Client including process considerations for all departments. A.4 Data Conversion Scope The following conversion options are a comprehensive list that represents the quoted modules included in the Tyler proposal and considered in scope. Requests to convert data outside of the contracted conversion options or failing to adhere to the noted conversion assumptions in section E.8.7 will be considered out of scope. Conversion ID Description Accounting Opt 1 - Actuals Accounting Opt 2 - Budgets Accounting Standard COA Accounts Payable Opt 1 Checks Accounts Payable Opt 2 - Invoice Accounts Payable Standard Master Fixed Assets Opt 1 - History Fixed Assets Std Master General Billing Opt 1 - Recurring Invoices General Billing Opt 2 - Bills 01203.0007/298736.1 General ledger — actual account summary balances for up to 3 years, to be populated in the GL Master and GL Master Balance tables General Ledger — budgeted account balances for up to 3 years, to be populated in the Munis GL Master and GL Master Balance tables. This can include the original budget, budget adjustments, and revised budget. Chart of Accounts conversion from spreadsheet (to be provided during COA analysis) Check History Invoice History Vendor Master Fixed Assets transaction history Fixed Assets Master General Billing - Recurring bill templates General Bills A-5 General Billing Std CID Purchase Orders - Standard A.5 Import and Export Scope Customer File Open purchase orders with encumbrances City's standard file layouts and methods will be used. For each standard interface, Tyler encourages that Client has an active support agreement with the third party system and for Client to be on a current version actively supported by the manufacturer/developer of the product installed. Client understands that not being on Version 11.2 of Tyler's software may have an impact on the use. Any requests to modify standard file layouts will follow the Scope/Contract Change Process defined in this Statement of Work. A.6 Reports All in -scope standard reports (those designated with a "SR" or "Standard Report" response in the functional requirements) are going to be met with the delivered report out of Munis. Any changes or customizations of these standard delivered reports requested by Client may result in a change order and additional cost. The Tyler suite of programs contains hundreds of canned system reports, each utilizing configurable user - supplied parameters to provide hundreds of reporting variations. Report Writing training and the Report Library of over 200 reports via the Munis Support Website shall be included in this SOW. Tyler Reporting Services utilizes an SQL report writing tool called Business Intelligence Development Studio (BIDS) to extract data from the Munis system and create custom reports. Once trained, Client will have the ability to create its own custom reports and modify any report from the TRS Report Library. A.7 Workflows All of the available workflow functionality in the licensed modules shall be considered in -scope. Tyler consultants will work with Client resources to help identify, configure, and train on included workflow processes including preparation of the System Design Document — DED 5. A.8 Development Services No Development Services have been identified at the time of this Statement of Work. If Development Services are necessary, an enhancement request must be submitted to Tyler Development and a quote will be provided. A.9 Project Release Schedule A-6 01203.0007/298736.1 Tyler's implementation approach requires that the City will adhere to the following upgrade schedule. Tyler's Project Manager(s) will coordinate with the City project team to coordinate the upgrade activities as follows: Version V11.2 A.10 Deliverables Test Environment Deployment Live Environment Deployment Upon Installation Upon Installation Tyler will provide the Deliverables identified throughout this statement of work. Deliverables will be submitted as a work product for Client review and follow the Deliverable acceptance procedures defined in Section C.11. Deliverable Implementation Management Plans Phase Deliverable Number Cross Phase 1-1 Phase 1 Project Plan User Manuals Data Conversion Plan System Design Document Static Environment Test (SET) Plan Modification Specifications Pre -Live Checklist Lessons Learned Document A.11 Tyler Forms 1-2 1-3 1-4 1-5 1-6 1-7 1-8 1-9 Tyler's Form Library prices are based on delivering the specific form quantities listed below. Additional formats of forms listed below are extra. Custom forms, where custom designs are not required to meet any of Client's functional requirements, would require a change order. Please note that Tyler Forms requires the use of approved printers only as specified in Exhibit A-3 ("TylerForms Output Management Solution Printer Requirements"). • Financial Library includes: 1 A/P Check, 1 EFT/ACH, 1 Purchase Order, 1099M, 1099INT, 1099S and 1099G. • General Billing Library includes: 1 Invoice, 1 Statement, 1 General Billing Receipt and 1 Miscellaneous Receipt. Section B: Project Governance B.1 Client Project Roles and Responsibilities This section presents the roles and responsibilities for the key staff positions for the project. The joint team of Client and Tyler are responsible for designing, developing, and delivering the final products of A-7 01203.0007/298736.1 this project. The other party will be promptly notified in writing if Client or Tyler modify the named individuals below. B.2 Client Decision Making Decisions will be made in a timely fashion in order to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Decisions left unmade may affect the project schedule as each analysis and implementation session builds on the decisions made in prior sessions. The following table identifies the type of decisions and project team members with decision authority: 1>heof llccision Changes to SOW affecting project budget and/or timing and/or project goals Client Policy Decisions Changes to SOW not affecting project budget and/or timing and/or project goals Acceptance of Milestones / Deliverables Configuration Decisions B.3 Executive Project Sponsors: Client Decision �lal:in�s Kcslx�n,ibilit� Executive Steering Committee Executive Steering Committee Client Project Manager' Client Project Manager Client Project Team The Client Executive Project Sponsors provide support to the project by allocating resources, providing strategic direction, communicating key issues about the project and the project's overall importance to the organization; and when called upon acting as the final authorities on all project decisions. The project sponsors will be involved in the project as needed to provide necessary support, oversight, guidance, and escalation, but will not participate in day-to-day activities. The project sponsors will empower the steering committee and project team to make critical business decisions for Client. Client Executive Project Sponsors are identified below. B.4 Executive Steering Committee: The Executive Steering Committee will understand and support the cultural change necessary for the project and oversees the project team and the project as a whole. Through participation in regular internal meetings the Executive Steering Committee will remain updated on all project progress, project decisions, and achievement of project milestones. The Executive Steering Committee is responsible for ensuring Client Project Manager shall be the Contract Officer. A-8 01203.0007/298736.1 that the project has appropriate resources, providing strategic direction to the project team, and is responsible for making timely decisions on critical project or policy issues. The Executive Steering Committee also serves as primary level of issue resolution for the project. Executive Steering Committee members are identified below. B.5 Project Manager: Client's Project Manager, who shall be the Contract Officer, will coordinate project team members, subject matter experts, and the overall implementation schedule with Tyler. Client Project Manager will serve as the primary point of contact with Tyler. The Project Manager will be responsible for reporting to the Executive Steering Committee and providing the majority of Client's change management communications and coaching. The Project Manager is identified below. Resource Title B.6 Project Team: The assigned Project Team will have detailed subject matter expertise and be empowered to make appropriate business process and configuration decisions in their respective areas. The Project Team is tasked with carrying out all project tasks described in the Statement of Work including planning, business process analysis, configuration, documentation, testing, training, and all other required Client tasks. The Project Team will be responsible for and empowered to implement the new system in the best interests of Client consistent with the project goals, project vision, and direction from the Project Manager and Executive Steering Committee. Tyler will train members of the Project Team pursuant to requirements of this Agreement, Project Team Leads are identified below. A-9 01203.0007/298736.1 Resource Function B.7 Subject Matter Experts (SMEs) Subject Matter Experts (SME's) will play an important role in the project to provide necessary expertise not found on the project team and to support project team activities. However, subject matter experts will have a primary responsibility to their "home" department. SMEs will be Client's primary interface to all other users of the system throughout Client (the End Users). Client's End Users will ultimately be the users of the system in all areas through Client. SME proactive adoption of the system is vital to Client realizing success in this project. SMEs will be consulted throughout the process to provide feedback on business processes decisions, configuration decisions, training, documentation, and testing. 1 B.8 Technical Team: Client's Technical Team shall be primarily responsible for overall system administration, security, and workflow. The Technical Team will also handle all data conversions, interfaces, and reporting for Client. Technical team shall be responsible for system administration post go -live. Client's technical team will be responsible for all technical aspects of the project. Technical team members are identified below. A-10 01203.0007/298736.1 Resource Title B.9 Upgrade Coordinator The Client Upgrade Coordinator is the individual that is responsible for the coordination of activities related to upgrading Tyler's application during the project (if required). Additionally, this role is responsible for managing the upgrade process post go -live. Client Upgrade Coordinator will work with Tyler to do the following: • Become familiar with the upgrade process and required steps • Become familiar with Tyler's Release Life -cycle policy • Utilize Tyler Community to stay abreast of the latest Tyler Release Life Cycle updates as well as the latest helpful tools to manage your upgrade process • Assist with the upgrade process, if required, during implementation • Manage upgrade activities post -implementation • Manage upgrade plan activities • Coordinate upgrade plan activities with Tyler and Client resources • Communicate changes that will affect users and department stakeholders • Obtain department stakeholder sign -offs to upgrade Live/Production environment • Create and publish Client's site's multi-year, forward -projection upgrade plan Client Upgrade Coordinator(s) is/are identified below. Resource Title B.10 Client Tyler University Manager To assist with the knowledge transfer of Tyler's products, Tyler provides a Learning Management System, or LMS, known as Tyler University. Tyler University is loaded with course curriculum and corresponding courses for users of all types. Client Tyler University Manager is responsible for the following roles: A-11 01203.0007/298736.1 • Work with the Tyler Project Manager(s) to map out standard curricula for users • Communicate registration and enrollment requirements to Client users • Monitor the progress of user's prerequisite courses • Act as a Tyler University resource for users • Work with Tyler Project Manager to import users Client Tyler University Manager is identified below. B.11 Tyler Roles and Responsibilities Tyler shall be responsible for the various tasks and roles in the following sections and tables. B.12 Tyler Executive Oversight The Tyler Vice President of Implementation has indirect involvement with the project and is part of the Tyler escalation process. This team member offers additional support to the project team and is able to work with other Tyler department managers in order to escalate and facilitate implementation project tasks and decisions. The Tyler Project Manager or Regional Manager will apprise the Vice President of Implementation of known issues that may require assistance or impede project performance.. Resource Title Key Personnel Chris Webster Vice President - Implementation B.13 Tyler Regional Manager No Tyler Project Managers may consult the Regional Manager with issues and decisions regarding the project. The Tyler Regional Manager is responsible for: • Assignment of consultants and ensuring that availability, or lack of availability, for consultants assigned to the Client project does not negatively impact the Client timeline. • Assisting the Tyler Project Manager with resolution of issues Monitoring progress of the implementation and ensuring the project is on target to meet the desired objectives • Monitoring overall quality of the project including quality of consulting deliverables • Providing proactive personal communication with Client's Executive Sponsors, Client's Steering Committee, and/or Client's Project Manager A-12 01203.0007/298736.1 Resource 'Title Key Personnel Scott Parks Regional Implementation Manager B.14 Tyler Project Manager No Tyler will assign one person the role of "Tyler Project Manager" and that individual will be responsible for the following. • Serve as primary point of contact for Client • Coordination of all Tyler resources across all modules, and activities including development, conversions, forms, installation, reporting, implementation, and billing. • Monitor and manage overall project risks • Communicate regularly with the Client project manager • Track completion of project tasks • Escalate outstanding issues for approval within Tyler or coordinate change order process. • Monitor project quality • Identify and timely communicate any Client risks that may negatively impact the project. Tyler Project Manager is identified below. Resource Title Key Personnel B.15 Tyler Implementation Consultants Tyler's Implementation Consultants will have Tyler Munis knowledge as well as industry knowledge of public sector practices and processes that will enable each consultant to advise Client on the most appropriate way of configuring Munis and overall achievement of the Client project scope and goals. Tyler Implementation Consultants are identified below. Resource Title Key Personnel A-13 01203.0007/298736.1 B.16 Tyler Developers The Tyler Developers are offsite resources responsible for: • Performing detailed requirement gathering for contracted modifications (in scope enhancements, custom reports and custom interfaces) • Work with City in reviewing the existing development queue and existing product offerings to determine if the desired functionality can be provided in a less expensive fashion • Creating and delivering functional specifications for contracted modifications • Programming and incorporating modifications per the specifications into the base product • Performing internal quality assurance and developing technical and help documentation • Providing custom development packages to be loaded into the Tyler system via the Munis Internet Update (MIU) utility • Performing and providing any necessary modification defect corrections B.17 Tyler Implementation Programmers The Tyler Implementation Programmers are offsite resources responsible for: • Validating customer data files are readable • Developing customized conversion programs to convert legacy data into the Tyler database for production use according to defined mapping. • Providing custom conversion packages to be loaded into Tyler's system via the Munis Internet Update (MIU) utility. • Providing error reports on unsupported data conditions and the merging or normalization of data fields. Assisting Client with understanding and interpreting those reports. • Perform modifications and corrections to customized conversion programs as data anomalies and exception conditions are discovered B.18 Tyler Forms Designers The Tyler Forms Designers are offsite resources responsible for: • Providing specifications, or Forms Kits, for all forms in scope • Reviewing requirements for equipment and supplies • Developing and provide form mock-up designs • Conducting review of client's form mock-up sheets • Developing final form designs • Testing forms and modifying as appropriate based on test results • Working with Client team members on the results of functional testing and making changes to address issues from testing A-14 01203.0007/298736.1 • Configuring and installing forms software and approved forms • Producing design and troubleshooting documentation for forms B.19 Tyler Support Account Manager Tyler Support Account Managers are offsite resources responsible for the following the first year after each phase go -live: • Providing post -implementation client management and planning services • Planning and preparing for key first year processes such as year-end and W-2 processing • Assisting Client plan release upgrades B.20 Tyler Technical Support Specialist Tyler Support Specialists are offsite resources responsible for: • Managing incoming customer issues via phone, email, and online customer incident portal • Documenting and prioritizing issues in Tyler's Customer Relationship Management (CRM) system • Providing issue analysis and general product guidance • Tracking issues and tickets to timely and effective resolution • Identifying options for resolving the reported issue • Reporting and escalating defects to Tyler Development • Communicating with customers on the status and resolution of reported issues A-15 01203.0007/298736.1 Section C: Project Management This section outlines key project management tasks that are to occur throughout the project. C.1 Project Plan Development and Management All project tasks will be assigned to Client and/or Tyler and due dates which correspond with the overall project schedule. Project Tasks that are not completed by the due date may adversely affect the project schedule and live dates. Client Role l vler Role Steering Committee/Regional • Review project plan • Review project plan for Manager compliance with SOW Project Managers • Work with Tyler project manager • Take lead in developing project to develop project plan plan Project Team / • Review project plan • Review and become familiar Implementation Consultant with full project plan Subject Matter Expert/Other • Identify applicable • Identify applicable meetings/deadlines on project meetings/deadlines on project plan and plan accordingly plan and plan accordingly C.1.1 Requirements/Notes The Project Work Plan will contain: • Project's activities and tasks • Dates of project activities and tasks • Specific resources assigned to project tasks Detailed Project schedule/Work Breakdown Structure(WBS) featuring phases, deliverables, and work packages • Milestones and Deliverables • Client Review Periods for Milestones and Deliverables • Project Acceptance of Implementation Control Points • Decisions will be made in a timely fashion in order to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Decisions left unmade may affect the project schedule as each analysis and implementation session builds on the decisions made in prior sessions • The project plan will be consistent with the SOW A-16 01203.0007/298736.1 • All homework and other activities required of either the Client Project Team or Tyler consultants will be included on the project plan. C.2 Project Status Reports Tyler will prepare project status reports every month throughout the project. Project reports are intended for the Client Executive Sponsor,Client Steering Committee,Tyler Executive Oversight,and Tyler Regional Manager and provide the following key elements: • Project Status • Summary of accomplishments • Status of key milestones and deliverables • Upcoming tasks and schedule • Assist with Identification Issues/Risks(including issues/risk that may impact project goals) • Planned risk mitigation strategy • Summary of change requests Tyler Project Managers will also review project progress and status with the project leads and team members for both Tyler and Client on a bi-weekly basis, or more often if deemed necessary by either the Tyler Project Manager or Client Project Managers. Client Role ler Role Steering Committee/Regional • Review status reports • Review status reports Manager Project Managers • Provide any necessary updates • Prepare status reports for status reports • Post status report to project • Participate in bi-weekly status SharePoint meetings • Facilitate bi-weekly status • Review status reports meeting Project Team / • Review status reports • Participate in bi-weekly status Implementation Consultant • Participate in bi-weekly status meeting if necessary meeting if necessary C.2.1 Requirements/Notes The format for the status reports will be mutually agreed as part of the project planning phase of the project. Client will cooperate and provide information for inclusion on the status reports. Tyler will submit status reports that identify issues related to the entire project. A-17 01203.0007/298736.1 The Status reports will be delivered at least two (2) business days prior to any scheduled Executive Sponsor, Steering Committee, or Project Manager meeting at which status reports are being discussed. C.3 SharePoint Tyler will provide a SharePoint site that will serve as the primary collaboration tool for use on the project. The SharePoint site will contain the project plan,all Tyler project documents,any Client project documents,any deliverables, sign offs,change orders,and other documents that will be shared with the project team. Client Role Tyler Role Steering Committee • Review SharePoint site as • Review SharePoint site as necessary necessary Project Managers • Manager Client information on • Manage overall SharePoint site SharePoint Site include set up of SharePoint folders Project Team / • Utilize SharePoint site for project • Utilize SharePoint site for project Implementation Consultant documents (both posting and documents (both posting and downloading) downloading) Subject Matter Expert/Other • Review SharePoint as necessary • Post trip reports and other documents as necessary. C.3.1 Requirements/Notes As part of the Project Kick Off, The Tyler Project Manager will provide an overview of the SharePoint Site,its organization, included documents and policies for use. The Client and Tyler will mutually agree upon SharePoint use for the project. Tyler will perform a daily routine backup for all Client SharePoint sites using industry standard backup techniques and processes. Site-specific backup files can be provided as a billable service with a minimum of 4 hours charged for each backup file using the contracted Tyler rate for implementation services.Tyler does not provide SharePoint consulting services to restore provided backup files in client-hosted environment. C.4 Agendas Tyler's project manager will provide agendas at least 2 weeks prior to any on-site meeting. Agendas will include: • Session Title • Required Attendees • Prerequisites(eLeaming and documents) • Session Topics • Requirements(classroom) A-18 01203.0007/298736.1 • Known homework tasks to be assigned Client Role Tyler Role Project Manager • Review Agenda • Develop agendas • Distribute to Meeting • Post agendas to SharePoint Partici'ants Project Team / • Review Agendas prior to • Review agendas prior to meeting Implementation Consultant meeting Subject Matter Expert/Other • Review agendas prior to meeting • Review agendas prior to meeting C.4.1 Requirements/Notes • Upon submission of the agenda, Client shall review and provide comments or questions on the agenda within five(5)business days. Tyler shall make any required revisions promptly to allow for appropriate meeting preparation. • All meeting participants will review meeting agendas prior to the meeting. C.5 Executive Steering Committee Meetings The Project Communications Plan developed at the beginning of the project (as part of the implementation management plan) will identify a meeting schedule for the Client Executive Steering Committee. The Executive Steering Committee will meet weekly and Client project managers will prepare the Executive Steering Committee Agenda prior to all scheduled Executive Steering Committee meetings. The Executive Steering Committee agenda will include any issues that require approval at the next meeting. If necessary, Tyler's Project Manager, or Regional Manager may participate in the Executive Steering Committee meeting either in person or by phone. Client Role Tyler Role Steering Committee / Tyler • Participate in meetings at least • Participate in Steering Regional Manager or Tyler once per every 2 weeks Committees as necessary Executive Oversi i t Project Manager • Develop agenda for steering • Participate in Steering committee meeting Committees as necessary C.5.1 Requirements/Notes In the event that there are project issues that require Tyler's on-site participation, Client will not be required to reimburse the costs of travel for Tyler's Project Manager, Regional Project Manager, or Tyler Executive Sponsor's on-site participation. Client may cancel Executive Steering Committee Meetings if there are not a sufficient number of items to discuss or if items can be deferred until the following meeting. A-19 01203.0007/298736.1 C.6 Site Reports Each Tyler resource that is on-site for project activities with Client will provide a site-report and post to the Tyler SharePoint site. All site reports will contain meeting notes, issues, and documentation of any decisions during the visit. Site reports will be completed within one week for each visit. Tyler will be responsible for taking any issues or risks identified in the site reports and adding it to the Issues Log. Client Role Tyler Role Project Manager • Review site resorts • Review site resorts Project Team / • Review site reports • Complete site reports Im•lementation Consultant Subject Matter Expert/Other • Complete site reports C.6.1 Requirements/Notes • Any issues identified on the site report will also be identified on the Project Issues Log • All site reports will be completed no later than one week after completion of a site visit. • All site reports will be reviewed and edited for quality by the Tyler project manager prior to posting to SharePoint for Client review. • The Tyler Project Manager will be responsible for ensuring that site reports are complete and accurate. • Completion of site reports will be part of acceptance criteria for each phase. C.7 Issues Log and Issue Tracking Tyler will maintain a list of issues(both open and closed)that have been identified for the project on the SharePoint site. Any project risks,key decisions,issues, disputes, or late tasks shall be identified on the Issues Log. Upon identification of project issues,risks, and key project decisions both Tyler and Client team members are responsible for adding the issue to the Issues Log. For each identified issue,the following information will be captured: • Issue Number • Reported by/date • Status (i.e. new, open, closed,pending) • Module/Business Process • Priority • Issue • Comments • Findings • Recommendations • Resolution Assignment • Date Tested • Date Closed A-20 01203.0007/298736.1 Client and Tyler Project Managers will review the Issues Log during project status meetings, or in individual meetings as needed. Client and Tyler Project Managers will collaboratively assign a priority to each issue and identify the individual(s)responsible for facilitating its resolution. During the critical phases of the project, Client and Tyler Project Managers will review the issues log on a daily basis. Issues identified through the Issues Log will be resolved by the implementation team or the Tyler implementation team will coordinate as necessary with Tyler's internal resources. Client Role Tyler Role Steering Committee / Tyler • Serve as point of escalation of • Serve as point of escalation of Regional Manager issues issues Project Manager • Document and review issues • Document and review issues Project Team / • Document issues • Document issues Implementation Consultant Subject Matter Expert/Other • Report issues to Project Manager • Report issues to Project Manager or Project Team Lead C.7.1 Requirements/Notes • At any time during the project, if Client is not satisfied with the level of response from the Tyler Project Managers or Tyler Regional Manager, or if the Tyler Project Manager or Tyler Regional Manager do not have the ability to make key decisions or resolve potential issues,Client will have the right to escalate the issue to the Tyler Executive Oversight Team. Tyler's Executive Oversight Team will have responsibility for overall project delivery. C.8 Risk Management Client and Tyler will jointly work to identify and communicate risks and identify strategies for mitigating the impacts of project risks. Client Role Tyler Role Steering Committee • Address any issues escalated to • Address any issues escalated to the Steering Committee level the Steering Committee level Project Manager • Monitor risks and communicate • Monitor risks and work with any identified risks to the Tyler Client project manager to project manager and Steering develop risk mitigation plans Committee Project Team / • Communicate any risks to the • Communicate any risks to the Implementation Consultant Client project manager Tyler project manager C.8.1 Requirements/Notes • Risks will be monitored, recorded, and assessed using an agreed upon methodology in the Tyler Risk Plan. All risks will be actively monitored by both Tyler and Client A-21 01203.0007/298736.1 • Tyler will have responsibility for maintaining the project risk plan. C.9 Scope/Contract Change Process Tyler acknowledges that any scope change proposal that affects the total cost of the project is subject to the Client's policies and must provide adequate time for consideration. All scope change proposals shall be subject to the terms and conditions of Section 1.8 and Section 9.4 of the Agreement, including adjusting or adding milestone payments where applicable. C.9.1 Implementation Services Change Process If Client requires the performance of services, including any implementation, consulting, training, or conversion services that are not included in this SOW, or requires additional services, Client's Project Manager shall deliver to the Tyler's Project Managers an implementation services scope change request specifying the proposed work with sufficient detail to enable Tyler to evaluate it. Tyler, within ten (10) business days, or longer as may be mutually agreed between the parties, following the date of receipt of such change request, shall provide Client with a written scope change proposal containing the following: • Detailed description of resources (both Tyler and Client) required to perform the change • Implementation Plans • Schedule for completion • Acceptance criteria • Impact on current milestones and payment schedule • Impact on project goals and objectives • Price C.9.2 Product Enhancement/Change Process If the Client requires the modification of the products in scope, including any interface not in scope, the Client's Project Manager shall submit the request via the Enhancement Request Process documented on Tyler Community specifying the proposed enhancement with sufficient detail to enable Tyler to evaluate it. Tyler has two different types of Product Enhancement Requests: 1. Product Suggestions - Suggestions will not be assigned submission numbers, will not be officially tracked and will not receive a response. Throughout the development planning cycle, Tyler's Strategic Review Committees will analyze thousands of suggestions. Tyler will work to identify patterns within the suggestions, which will help Tyler best determine the areas of the product needing to be addressed. 2. Request for Development Quote - Requests are submitted via the Request for Development Quote website, assigned a submission number for tracking purposes and reviewed by Tyler's A-22 01203.0007/298736.1 Development Teams within thirty(30)business days,or longer as may be mutually agreed between the parties, following the date of receipt of such change request. If the request is not generally consistent with the current direction of the respective product Tyler will notify Client in writing; otherwise Tyler shall provide Client with a written development scope change proposal containing the following: o Specification o Schedule for completion o Minimum version requirements o Any additional implementation services required, such as project management, conversions, forms output and/or training outside of the current project scope o Impact on current milestones and payment schedule o Impact on project goals and objectives o Response Due Date o Total cost All Request for Development requests will be coordinated and/or approved first by Client Project Manager or other designee and Tyler Project Manager. Development requests will also be identified on the issues log and elevated to Client Executive Team for review at the next Executive Team meeting. By the Response Due Date Client shall notify Tyler in writing if Client elects to proceed with the Development request. Tyler's Project Manager will submit the approved Development request to Tyler's Contract team to create a contract amendment. Tyler will schedule the work described in the Development change request upon Tyler's receipt of a signed contract amendment. If, by the Response Due Date, Client gives notice to Tyler not to proceed, or fails to give any notice to Tyler,then the scope change proposal shall be deemed withdrawn and Tyler shall take no further action with respect to it. Client Role Tyler Role Steering Committee • Review and approve change proposals Project Manager • Communicate requested changes • Coordinate change process to Tyler • Communicate requested changes to Client Project Team / • Communicate issues, risks, and • Communicate issues, risks, and Implementation Consultant other potential change items to other potential change items to Client project manager Tyler project manager C.9.3 Requirements/Notes • Client acknowledges that such scope change proposals may affect the implementation schedule and Go-Live Dates,which will be changed by mutual agreement. A-23 01203.0007/298736.1 • Within the timeframe specified in Tyler's scope change proposal,which timeframe shall not be less than ten(10)business days from Client Project Managers' receipt of such scope change proposal, Client shall notify Tyler in writing if Client elects to proceed with the change proposal. • All scope change requests and scope change proposals will be approved first by Client Project Managers and Tyler Project Managers. Scope change requests that impact the project timeline and/or the project milestones, including pricing milestones will also be elevated to Client Executive Steering Committee for review. C.10 Implementation Control Point and Deliverable: When complete,all Deliverables and Control Points require acceptance from the Client project manager. Upon completion,the Tyler project manager shall notify the Client project manager and provide any necessary documents for review. Client Role 1>ler Role Steering Committee • Review any issues escalated • Review any issues escalated from the Client or Tyler project from the Client or Tyler project manager manager Project Manager • Review and accept/reject • Coordinate acceptance process • Provide feedback on rejections • Review control point and upon • Review control point and upon completion grant sign off completion grant sign off Project Team / Implementation Consultant Subject Matter Expert/Other C.10.1 Implementation Control Point and Deliverable Acceptance Process At each control point identified in Section E.2 of the SOW,the Client project manager and Tyler project manager shall review project progress,project outcomes, deliverables,and current status. The following process will be followed for accepting Deliverables and Control Points identified in Section E.2 of the SOW: 1. Tyler shall submit each Control Point or Deliverable to Client for review.Upon completion of each Control Point or Deliverable,Tyler shall present an acceptance form. 2. If Client does not agree that the particular Deliverable or Control Point has been met,Client shall notify Tyler, in writing, with its reasoning within ten(10)business days, or the otherwise agreed-upon timeframe,not to be unreasonably withheld, of receipt of the delivery. 3. Tyler shall correct any deficiencies and resubmit the Deliverable or Control Point within five (5)business days. Client shall then have five(5)business days from receipt of the resubmitted Deliverable or Control Point to accept or again submit written notification of its reasons for rejecting the Control Point or Deliverable. If Client does not sign off within five A-24 01203.0007/298736.1 (5) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, the resubmitted Deliverable or Control Point will be deemed as accepted. 4. The process set forth in the paragraphs above shall continue until all issues have been addressed and the Deliverable or Control Point is accepted by the Client. 5. Acceptance will be initiated and managed by utilizing the Tyler SharePoint workflow approval process. C.10.2 Requirements/Notes • All review periods will be tracked on the project plan • The Client project manager will have decision authority to approve/reject all project Control Points and Deliverables • Acceptance will be initiated and managed by utilizing the SharePoint workflow approval process. • All control point reviews will be identified on the project plan. • Both Tyler and Client recognize that failure to complete tasks and resolve open issues may have a negative impact on the project. • For any tasks not yet complete, Tyler and Client will provide sufficient resources to expedite completion of tasks as to not negatively impact the project. C.11 Other Project Management Resources C.11.1 Tyler University To assist with the knowledge transfer of Tyler's products, Tyler provides a Learning Management System, or LMS, known as Tyler University. Tyler University is loaded with course curriculum and corresponding courses for users of all types. Courses provide step-by-step, interactive eLearning recordings that allows users to enroll and participate in session content on their schedule. Tyler University will be available to Client staff upon installation of Tyler's ERP system. Client Role Tyler Role Project Manager/Tyler University Manager • Assist with creation of Tyler University user accounts • Ensure users are following curriculums • Monitor and communicate user progress to City management staff • Assist with creation of Tyler University user accounts • Provide user progress reports Project Team/Implementation • Complete Tyler University • Communicate and identify Consultant prerequisites prior to attending prerequisite content on agendas related knowledge transfer or and site reports. training courses Subject Matter Expert/Other • Complete Tyler University • N/A prerequisites prior to attending li1M111 related knowledge transfer or A-25 01203.0007/298736.1 Client Role Tyler Role training courses C.11.2 Knowledge Base Tyler provides a knowledge base website that allows users to search and receive training materials such as videos, step by step documentation, how-to documentation, etc. Documentation and Release Notes are included with every new release and are distributed with each new release. Additionally, release notes and documentation are updated within the support knowledge base. Knowledge base will be available to Client staff at the time of contract signing. Project Manager Client Role Tyler Role • Provide reference to knowledge base documents Project Team / • Provide reference to Implementation Consultant knowledge base documents C.11.3 Requirements/Notes • Tyler will ensure that all referenced knowledge base documents are current and applicable for Client's project. • References to documents on the knowledge base will be specific and direct Client to specific documents. • Tyler will provide guidance and demonstrate to Client project team members how to use the knowledge base to fmd necessary information. A-26 01203.0007/298736.1 Section D: Technology Architecture D.1 Hardware Requirements Appendix 2: Hardware Requirements outlines the recommended system requirements for servers and client workstations supporting and accessing the Tyler ERP system. D.2 Environments As part of the project, Tyler will assist Client in establishing the following environments. All hardware specifications, requirements, and required staffing will support development of all listed environments. During the implementation project, environments will be established separately for each phase. • Testing • Training • Production/Live • Verification D.3 Key Dates for Hardware Availability To prevent delays in the implementation schedule, it is the responsibility of Client to have procured and installed all applicable hardware meeting the requirements listed in Section D.1 within sixty (60) calendar days after the effective date of the Agreement. Failure to have necessary hardware within sixty (60) calendar days may result in delay in installing the Tyler software on Client's hardware and may require changes to the implementation schedule. A-27 01203.0007/298736.1 Section E: Implementation E.1 Implementation Methodology Overview Each phase of the project will be implemented using the methodology defined below. Throughout the project methodology, Tyler has established control points (critical review points) to ensure an organization fully understands and accepts the project and to ensure that Tyler is providing quality services to assist in Client's implementation. It is at these check points that organizational stakeholders monitoring the overall project (for both Tyler and Client) must formally accept the project to date. Once there is formal acceptance, the project will proceed to the next phase. Control points are defined in the section below and the process for accepting each is identified in Section C.11. INITIATION 1.0 E.2 Control Points PROJECT STRUCTURAL PLANNING FOUNDATION -It - 2.0 '. 3.0 KNOWLEDGE TRANSFER & ANALYSIS 4.0 IMPLEMENTATION LIVE PREPARATION 6.0 7.0 STATIC ENV TEST (SET) OF TO BE MODEL 5.0 LIVE PROCESSING ~, 8� .0 IMPLEMENTATION METHODOLOGY PROCESS REPEATED FOR EACH PHASE POST LIVE PROCESSES 9.0 PHASE/PROJECT -% CLOSURE - 10.0 To ensure quality and adherence to the methodology identified in this SOW, Tyler and Client have identified the following control points that must be formally accepted by respective Project Managers prior to moving on in the project. Control points are as follows: Control Phase Point Description 1 1.1 01203.0007/298736.1 Client Acceptance of Phase Schedule • Kick-off complete • Implementation Management plans accepted (DED 1-1) • Project Plan accepted and posted to project SharePoint site (DED 1-2) A-28 • User Manuals Provided (DED 1-3) 1 1.2 Chart of Accounts Design • Chart of Accounts analysis complete • Chart of Accounts Workbook delivered • Chart of Accounts conversion loaded into Test/Train 1 1.3 Authorization to Proceed to SET • As-is/to-be analysis complete • Data Conversion Plan accepted (DED 1-4) • System design Document completed with initial to -be decisions (DED 1-5) • Static Environment Test plan accepted (DED 1-6) 1 Authorization to Proceed to Implementation • Static Environment Test complete • System Design Document updated with to -be decisions (DED 1-5) 1.4 • AAAeEtauAe to load final Chart of Accounts into Live/Production 1 1.5 Authorization to Proceed to Live Preparation • Training complete for all applicable processes • Go -live planning complete • Authorization to load Tyler Forms Libraries • Pre -live check list accepted (DED 1-8) 1 Sign -off to begin Live Processing • Go -live checklist complete • Authorization to load required data conversions into Live/Production 1.6 , • Authorization to begin live processing • Lessons Learned (DED 1-9) 1 1.7 Phase Closure (Conditional Acceptance) • Post -live training topics scheduled, if applicable • Support transition call complete * Note: Client may authorize Tyler to proceed with the project and withhold acceptance of the control point. For the control point to be all work identified under each must be complete. E.3 Project Initiation During this step, Tyler and Client will begin working to plan the project kick off meeting. During the kick off, Tyler's project will meet Client's project team and discuss project expectations and policies. All team members will be present for the project kick off. A-29 01203.000 I/L9 i,o.1 E.3.1 Task—Project Kick Off Client Role Tyler Role Steering Committee • Participate in kick off meeting Project Manager • Review SOW • Review SOW • Coordinate kick • Coordinate kick off meeting off meeting Project Team / • Review SOW • Review SOW Implementation Consultant • Participate in kick • Participate in kick off meeting off meeting Subject Matter Expert/Other • Participate in kick off meeting E.3.2 Requirements/Notes • All Tyler project managers and implementation consultants will become familiar with the contract, SOW,and any applicable Client policies. • The kick off meeting presentation will be a collaborative effort between Client and Tyler. • Tyler will lead development of the kick off presentation(Client to provide input)and the kick off presentation will be developed specific to the Client project(not a generic kick off PowerPoint template). • Kick Off meetings will occur prior to the beginning of each phase. E.3.3 Outcomes/Deliverables • Deliverables: None. • Project Outcomes: o Introduction of all key project team members o All project team members understand project and contract requirements o Client project team members understand Tyler implementation approach E.4 Project Planning Client and Tyler will work to develop customized project plans and implementation management plans that document key project management processes and policies. The project management plans will establish project policies for the duration of the project and be consistent across all phases of the project. Overall project planning will occur at the beginning of the project for all phases and the implementation management plan(DED-1) (as provided in Appendix 1: Deliverable Expectation Document)will be developed to cover all phases. The project plan, as defined in Section C.1,will occur in phases. E.4.1 Develop Implementation Management Plans A-30 01203.0007/298736.1 Client Role Tyler Role Steering Committee • See DED 1 • See DED 1 Project Manager • See DED 1 • See DED 1 Project Team / • See DED 1 • See DED 1 lementation Consultant Subject Matter Expert/Other • See DED 1 • See DED 1 E.4.2 Develop Project Plan Client Role Tyler Role Steering Committee • See Section C.1 • See Section C.1 Project Manager • See Section C.1 • See Section C.1 Project Team / • See Section C.1 • See Section C.1 .lementation Consultant Subject Matter Expert/Other • See Section C.1 • See Section C.1 E.4.3 Requirements/Notes • Project Planning will occur in full during Phase 1. For subsequent phases,the Tyler project manager and Client project manager will review plans and make any necessary changes, as applicable. E.4.4 Outcomes/Deliverables • Deliverables: o Deliverable 1: Implementation Management Plans(DED 1) o Deliverable 2: Project Plan/Schedule(DED 2) o Deliverable 3: Standard Tyler Munis User Manuals (DED 3) • Project Outcomes: o Project Plan Complete o Project Plan Includes Full Scope of Project and is Consistent with SOW Tasks o Implementation Plans complete and all project stakeholders understand key project management processes and roles throughout the project • Control Point(s): o Phase Schedule Accepted E.5 Structural Foundation The Structural Foundation includes tasks required to start a Munis implementation. A-31 01203.0007/298736.1 E.5.1 Chart of Accounts (CoA) design Client Role Tyler Role Project Team / • Build CoA Spreadsheet • Discuss CoA options Implementation Consultant • Review and confirm CoA in • Facilitate discussions on CoA spreadsheet was loaded correctly Best practices • Load converted CoA into Munis • Demonstrate CoA options in Munis • Train Client on preparing CoA Spreadsheet • Review and validate CoA spreadsheet E.5.2 Software installation Client Role Tyler Role Project Manager • Coordinate software installation • Coordinate software installation activities activities Technical Team • Assist with install • Install software E.5.3 Initial System Administration Training. Client Role Tyler Role Project Manager • Schedule training attendees • Coordinate Training Project Team / • Attend Training • Provide Training Implementation Consultant • Provide training materials/documentation Subject Matter Expert/Other • Attend Training (Client Technical Team) E.5.4 Requirements/Notes • Structural foundation will only occur for Phase 1 Chart of Accounts • Client will complete the Tyler Munis CoA workbook as instructed by Tyler consultants. • Tyler consultants will explain and follow up on any Client questions related to most applicable configurations of the CoA. • Tyler consultants will review all federal, grantor,or other requirements for the Client chart of accounts and ensure that the set up will be sufficient to handle any reporting,tracking, or budgeting needs of Client. A-32 01203.0007/298736.1 Installation • Tyler will install any third party software included as part of the scope of the project phase System Admin Training System admin training will be provided for the Client Technical Team and select members of the Client Project Team. E.5.5 Outcomes/Deliverables • Deliverables: None • Project Outcomes: o Munis successfully installed and system installation accepted by Client o Project team members trained on standard Munis features o Chart of accounts defined and loaded into Munis • Control Point(s): o Chart of Accounts Design Acceptance E.6 Knowledge Transfer Knowledge transfer for the project includes tasks necessary to conduct an as-is analysis,provide to-be demonstrations, and document system set-up decisions. As part of the as-is analysis,Tyler will review all in-scope items(both functional and organizational scope)to best assess how the Client should be configuring Munis. Tyler consultants will review all Client documentation and be familiar with current processes prior to analysis meetings. As-is analysis is intended to review detailed Client needs and how Munis would be configured to meet these needs. E.6.1 As-Is Analysis Client Role 1 vier Role Project Team / • Complete process questionnaires • Review Client project Implementation Consultant • Participate in As-Is Sessions documentation • Review as-is process maps • Provide process questionnaires • Conduct analysis of Client business processes • Identify detailed configuration requirements • Review inventory of processing, configuration and data flow options Subject Matter Expert/Other • Participate in As-Is Sessions A-33 01203.0007/298736.1 E.6.2 Data Conversion Analysis Tyler consultants will complete a data conversion analysis. During the analysis current data systems will be reviewed and consultants will determine with Client staff a plan for data conversion. Data conversion plan will include: • Scope of data conversion • Level of detail converted • Historical data converted • Identification of current data sources • Strategy and timing for data conversion Tyler will provide detailed Conversion schemas as a guide to the types of data that can be converted,the specific fields available in Munis and other significant information. These schemas are distributed for all purchased conversions and help guide the data mapping process. Client Role Tyler Role Project Team / Implementation • Make decisions on data • Review contracted data Consultant conversion plans conversions • Identify current data to be • Review current data converted • Provide recommendations for data conversion Subject Matter Expert/Other • Identify current data to be converted E.6.3 Security Analysis Application security needs are defined during analysis. All user access roles and permissions are reviewed and options are discussed and implemented along with their particular module. Tyler will conduct the security analysis for all the types of users being implemented within each phase. As part of the security analysis,Tyler will deliver a security matrix to assist Client to identify appropriate permissions and roles needed to meet Client business processes. Client Role Tyler Role Project Team / • Attend meetings • Review Client business process Implementation Consultant • Make security decisions and facilitate process to define • Document security decisions in user access roles and permissions security matrix • Identify correct Munis security features to match to Client business process decisions E.6.4 Workflow Analysis A-34 01203.0007/298736.1 Workflow business rules are defined during analysis and users will be trained to set up all workflow functionality to accommodate Client's business practices. All available workflow options are discussed and implemented along with their particular module analysis and setup training sessions. Tyler will conduct the workflow analysis for all workflows applicable to the modules being implemented and processes decided upon. As part of the workflow analysis,Tyler will deliver a workflow matrix to assist Client to identify appropriate workflow roles and processes configurations to meet Client business processes. Client Role Tyler Role Project Team / • Attend meetings • Review Client business process Implementation Consultant • Make workflow decisions and facilitate process to define • Document workflow decisions in new Munis workflows workflow matrix • Identify correct Munis workflow features to match to Client business process decisions E.6.5 Custom Interface Analysis Custom Interfaces involve creating custom layout,web services, etc. for the purpose of receiving, sending, or exchanging data between Munis and a third party system. So long as the 3rd party system integrating with Munis can use the existing Munis formats/methods,then programming charges will not be required. However,if Tyler needs to change any of its formats to meet the needs of 3rd party products,the desired changes would follow the process outlined in the Scope/Contract Change Process section. Tyler will train on the standard import and export functionality within the contracted modules, as needed. Client Role Tyler Role Project Team / • Identify requirements for • Review existing standard Implementation Consultant interfaces interface options within Munis • Coordinate third party interface needs/development • Document Interface E.6.6 Program Modifications Analysis Program customizations or modifications("Program Modifications")require changes or additions in program functionality in order to affect some new, desired result within the Munis programs. No program modifications have been identified and contracted in the scope of this project.Desired changes would follow the process outlined in the Scope/Contract Change Process section. Client Role Tyler Role A-35 01203.0007/298736.1 Project Team / • See DED 07 • See DED 07 Implementation Consultant E.6.7 Business Process Analysis Client Role Tyler Role Project Team / • Participate in best practice • Lead analysis of possible process Implementation Consultant discussions changes • Determine policy & procedure • Review best practices decisions for Munis software • Facilitate discussion of best • Facilitates discussions of practice recommendations business process change and • Demonstrate options for coordinate additional(non-Tyler) configuration of Munis business process discussions • Review table and set up options • Review desired changes in business processes and data flows Subject Matter Expert/Other • Participate in meetings E.6.8 To-Be Decisions Client Role Tyler Role Steering Committee • Review business process decisions • Make decisions elevated to steering committee Project Team / • Make decisions on business • Conduct analysis of desired Implementation Consultant process process changes • Document system design • Review available options decisions • Review module parameters, code • Develop customized user configurations and work flow documentation options • Conduct internal meetings to • Conduct analysis of set up tables review design decisions for codes and parameters Static Environment Test • Review Munis set up options to facilitate to-be decisions E.6.9 Requirements/Notes • All project decisions will be documented in a system design document(DED 5) • Project decisions and system design documentation will reference the Client functional requirements E.6.10 Outcomes/Deliverables • Deliverables: A-36 01203.0007/298736.1 o Data Conversion Plan(DED 4) o System Design Document(DED 5) • Workflow Matrix • Security Matrix o Modification Specifications, if applicable(DED 7) • Project Outcomes: o Review and analysis of all Client business processes in scope for project o Client and Tyler review of best practice recommendations and decision on to-be process o Client makes all necessary business process and configuration decisions o Tyler documents all Munis set up decisions in system design document • Control Point: o Authorization to Proceed to Static Environment Test E.7 Static Environment Test(SET) The Static Environment Test (SET) is designed to test and prove the process decisions made during business process consulting. This test is completed on a clean database with a subset of hand entered (not converted) data provided by Client. This ensures that Client is familiar with the data being tested and is able to verify the processes as the test is conducted by Tyler staff. After the SET is complete, implementation activities such as conversions, core user training, and testing will begin. Client Role Tyler Role Project Team / • Prepare/gather test data • Develop SET Script(DED 6) Implementation Consultant • Review and provide feedback on • Facilitate and lead SET SET script • Document results from SET • Participate in SET Session • Re-perform SET for any changes • Assess project decisions and to major decisions validate/correct project • Send forms output data to Tyler decisions. Forms team for each form in the • Revise system design document scope of the respective Phase. as required. • Re-perform SET for any changes to major decisions E.7.1 Requirements/Notes • The SET will be used to test business and configuration decisions. After the SET, items that Client identified as open issues will be re-evaluated,new decisions made,and the items re-tested. • The SETs will be organized by module,but will include all necessary cross module processes so that Client can evaluate the integration between modules and its impact on business processes. E.7.2 Outcomes/Deliverables A-37 01203.0007/298736.1 • Deliverable(s): o SET Plan(DED 6) • Project Outcomes: o Major business process and Munis set up decisions are tested and validated. o Forms output data sent to Tyler Forms to begin the forms design process o Client ready to begin full configuration of Munis consistent with DED 5: System design document • Control Point(s): o Authorization to Proceed to Implementation E.8 Implementation The implementation process includes table building and setup, data conversion and proofing, forms design and testing, modifications and interface testing, core user training, and parallel processing or process testing. E.8.1 Table Building and Set Up Tyler will train Client on all system set up tables(codes, global settings,user permissions,etc.). Client is responsible for entering codes into the live Munis database,as instructed. Client Role Tyler Role Project Team / • Client builds Set Up tables • Train Client on completion of Implementation Consultant • Client builds Workflow Set Up Tables according to analysis sessions • Train Client on Workflow completion E.8.2 Data Conversion and Proofing Tyler will train Client on the use of all programs needed to proof conversion data. That includes maintenance, inquiry, and reporting programs. Tyler will assist Client on all initial conversion passes so that Client has the necessary knowledge and tools to proof conversion data. Client is responsible for proofing conversion data and signing off before the conversions are loaded into LIVE. Tyler will provide detailed Conversion schemas as a guide to the types of data that can be converted,the specific fields available in Munis, and other significant information. These schemas are distributed for all purchased conversions and help guide the data mapping process. A-38 01203.0007/298736.1 Client Role Myler Role Project Team / • Client pulls data from • Train Client on methods for Implementation Consultant legacy system(-) validating converted data in • Client produces balancing Munis reports • Client documents and submits needed corrections to conversion Subject Matter Expert 7 Other • Client pulls data from • Prepare system parameters and legacy system(-) codes to align with data • Client produces balancing mapping reports • Write and execute program to • Client is responsible for convert submitted data producing reports from the according to crosswalk legacy system at the time • Through analysis, fields in of data extraction. These legacy systems and Munis will reports are critical for use be outlined for conversion. during conversion Tyler staff will use best efforts validation to direct Client on the legacy • Load all conversion passes source files and desired fields as directed by Tyler PM for conversion mapping • Tyler will produce an error • Tyler will program conversion report outlining errors that programs according to the result from running accepted file submission layout. Client's data through the conversion program. Client is responsible for reviewing the report and investigating solutions • Client validates converted data using error reports, balancing reports,etc. E.8.3 Forms Design and Proofing Using the data extracted during the Static Environment Test process,output data is sent to Tyler's Forms Design team to create proofs for each of the forms in scope for the respective Phase. Tyler's Forms Team merges the data according to the decisions and options from the Forms Kits.The proofs are sent back to Client in an iterative process to review for accuracy or report any necessary adjustments. Once Form proofs have has been accepted and forms are loaded on Client's server,testing continues throughout the balance of the implementation. The goal, at a minimum, is to print forms as part of SME training so that both the content and process are validated repeatedly. Client Role Tyler Role Steerin. Committee Project Manager • Client accepts form design and authorizes installation Project Team / • Client fills out Tyler Forms Kits • Assist in data mapping questions Implementation Consultant • Client validates form design, • Assist in issue resolution A-39 01203.0007/298736.1 content and layout • Submit forms to bank for approval. Subject Matter Expert/Other • Tyler Forms creates form designs from Client mock-ups • Tyler Forms merges data from To-Be Test with Form designs • Tyler sends form design proofs for review and acceptance • Tyler Forms installs Forms Server on client Forms server • Tyler installs Forms Library on client forms server E.8.4 Program Modifications/Interfaces In the event of an approved Scope Change involving a Program modification or interface,Tyler will provide all in-scope program modifications and interfaces according to the timelines mutually agreed to and documented on the project plan. Upon receipt of the program modification or interfaces,Tyler consultants will initially test the program modification or interface to ensure it meets the specifications identified in DED 7 and then submit to Client for additional testing. Client Role Tyler Role Project Manager • Modification sign off • Coordinate sign off Project Team / • Client will validate performance Implementation Consultant of customization through repeated unit testing as well as process testing throughout implementation Subject Matter Expert/Other • Tyler will program changes as outlined in the signed specification document. Changes subsequent to sign-off will be considered out of scope and may require repetition of previous steps • Tyler's QA team will test customization within applicable, impacted modules • Tyler will deliver and demonstrate customization as scheduled. Demonstration will include validating compliance with written specification • Programs will be developed to import/export Tyler data in A-40 01203.0007/298736.1 format required • A document is created describing the interface and how to utilize it E.8.5 SME Training Tyler will train all Client Subject Matter Experts(SMEs)to perform ongoing training of Decentralized End Users. The Tyler Project Manager will provide a proposed training schedule based on target live dates and availability of resources (Tyler Implementation Consultants, Client trainees,training room, etc.). • Client Project Manager/Team will be trained according to the schedule developed by the Tyler Project Manager for the Education Plan detailed in the Tyler Implementation Management Plan (DED-01). Client Role Tyler Role Project Team / • Attend training on completing • Perform test of Tyler Forms Implementation Consultant Trial Run/Parallel processes through process testing and • Complete Trial Run/Parallel training process steps, identify • Train Project Team discrepancies and correct Leads/Subject Matter Experts on applicable Munis processing • Train Client on completing Trial Run/Parallel processes • Train Client on process of printing and testing forms Subject Matter Expert/Other • Attend Training • Complete Trial Run/Parallel process steps, identify discrepancies and correct E.8.6 Report Training Training will be conducted during all phases of the implementation on Tyler reporting. Tyler uses a "train the trainer"approach,which will provide all members of the Client Project Team the training and tools necessary to both fully use the Tyler reporting tools as well as to train additional users on the subject matter as the Client Project Teams sees fit. Client Role 1 Role Project Manager • Coordinate report training Project Team / • Attend report training • Conduct report training Im,lementation Consultant Subject Matter Expert/Other • Attend report training A-41 01203.0007/298736.1 E.8.7 Requirements/Notes • Table Building and Set Up o All homework tasks will be listed on the project plan • Data Conversion - Tyler makes the following assumptions in providing a fixed-price data conversion approach: o Legacy system data to be converted is provided in a non-proprietary format, such as fixed ASCII, CSV, or character -delimited files o Each legacy system data file submitted for conversion includes all associated records in a single file layout o Each legacy system data file layout submitted for conversion remains static for all subsequent data submissions, unless mutually agreed upon in advance of the change o Legacy system data validation and control reports are provided with each data submission to ensure data files are complete and accurate o Conversion validation is performed after each pass of converted data is loaded into a testing database. Use of control reports, filtering techniques, comparison reports, and visual inspection are all part of this process. The purpose is to identify all issues with data, whether due to mapping inconsistencies, source data issues, data submission content, or conversion programming errors. Client must review and provide authorization to proceed to final conversions before the pre -live period so that final conversion submissions have little or no risk of data or conversion programming issues. This authorization to proceed is necessary prior to live processing as the last step before data is loaded in the live database and live processing begins. This testing is part of pre - live assessment. o Tyler will program conversion programs according to the accepted file submission layout. This layout must be maintained consistently for all future data submissions. • Forms Design o Client must receive bank approval for all check forms a minimum of thirty (30) calendar days before live processing. This testing is part of pre -live assessment. • Program Modifications/Interfaces o Tyler will provide a separate DED 7 for each contracted program modification • SME Training o Training documents and videos used as prerequisites for the sessions will be referenced on the agendas and available on the SharePoint site or linked to our Knowledge Base for easy access by attendees. Client will be responsible for printing the necessary documents for the users, as needed. o Prior to scheduled training sessions, all users must have access to the Munis training environment. The users must have logins established and know how to access the training environment. o Navigational Videos - Tyler will provide Knowledgebase URL links to any referenced or required Munis navigational videos to Client. A-42 01203.0007/298736.1 E.8.8 Outcomes/Deliverables • Deliverable: None. • Project Outcomes: o Munis system has been configured to meet the functional requirements, SOW, and System Design Document (DED 5). • Control Point(s): o Authorization to Proceed to Live Preparation E.9 Live Preparation This step allows the Project Team to review the status of the project and its readiness to go live on plan. As part of live preparation, Client will complete user acceptance testing (Conditional Acceptance), end user training, final data conversions, and prepare a pre -live checklist. E.9.1 User Acceptance Testing User Acceptance testing is conducted both leading up to and following end-user training. While some recommend that user acceptance testing is all performed post end-user training, Tyler supports incremental user acceptance testing through trial run processing in Financials and parallel processing in Payroll and Human Resources. Early trial runs and parallels will most likely not involve end-users, once again isolating them from any issues that may be discovered through the process. Once processes are stabilized and can be completed without significant error, the user acceptance testing will expand to include End Users. Once the implementation project is complete, Client will have sufficient time as identified in the agreement to conduct full user acceptance testing and grant Conditional Acceptance prior to go -live. Project Manager Project Team Implementation Consultant E.9.2 End User Training Client Role Tyler Role • Coordinate User Acceptance Test • Conduct User Acceptance Test Client trainers will provide training to all of Client's End Users. Tyler will ensure that Client trainers are properly trained to provide training to all of Client's End Users. Client will then be responsible for End User Training pursuant to full performance by Tyler of requirements to properly train the Client trainers. E.9.3 End User Training A-43 01203.0007/298736.1 Client Role Tyler Role Project Manager • Coordinate all logistics User Training for End Project Team / • Develop training materials Implementation Consultant • Train End Users Subject Matter Expert / Other • Attend Training E.9.4 Pre -Live Planning • Provide template training materials and template training agendas • Train Client trainers • Schedule and track completion of training on the project plan • Train Client trainers Client Role Tyler Role Project Manager Subject Matter Expert / Other • Meet to outline go -live steps, requirements and assignments • Evaluate readiness of Client staff to perform live process from training and change management prospective • Client performs any desired stress testing E.9.5 Final Data Conversions • Meet to outline go -live steps, requirements and assignments • Evaluate readiness of Client staff to perform live process from training and change management prospective Client Role Tyler Role Project Manager Project Team Implementation Consultant Subject Matter Expert / Other E.9.6 Requirements/Notes • Client ceases activities applicable legacy applications • Client ceases activities in applicable legacy applications • Client ceases activities in applicable legacy applications • Client pulls Final Conversion data and submits to Tyler • Client validates converted data using error reports, balancing reports, etc. • Client accepts final conversions and authorizes them to be loaded in Live Database • Load data into Live environment in • Execute program to convert submitted final data according to crosswalk • Work with Client to confirm readiness to load data into Live environment • User Acceptance o User Acceptance periods will be scheduled in the project plan. Prior to User Acceptance, the system will be configured to meet all functional requirements. A-44 01203.0007/298736.1 • End User Training o End User Training will occur after Conditional Acceptance has been granted. o Prior to scheduled training sessions, the Tyler and Client will make sure the following prerequisites are met: • Training Database - All users must have access to the Munis training environment. The users must have logins established and know how to access the training environment. • Tyler will provide interactive eLearnings to Client via Tyler University. The eLeamings demonstrate basic functions including: navigation, general concepts and process flow, add/update/output, search, and a common toolbar. E.9.7 Outcomes/Deliverables • Deliverable(s): o Pre -Live Checklist (DED 8) • Project Outcomes: o All end-users included in training plan are trained on system and business processes o Client makes decision to go live o Client grants conditional acceptance of the system • Control Point(s): o Signoff to Begin Live Processing E.10 Live Processing Upon the decision to go live, Tyler's consultants will assist Client users in entering and completing transactions in the Live system as well as troubleshooting assistance for desired setup changes or data conversion issues. Client Role Tyler Role Project Team Implementation Consultant Subject Matter Expert / Other • Client users utilize Munis for live processing • Provide go -live assistance • Provide setup and data conversion troubleshooting E.10.1 Requirements/Notes • Client will track any open issues or new issues though the issues log during Live Processing. E.10.2 Outcomes/Deliverables A-45 01203.0007/298736.1 • Deliverable: None. • Project Outcomes: o Client is using Munis for live processing E.11 Post Live Process After Client is using the system for live processing, Tyler will provide additional training using actual Client -processed data as outlined in the Requirements/Notes. A review of System Design document is done to ensure that the processes put into place using the Munis system are being adhered to, or adjusted, as necessary. Client, with input and assistance from Tyler, will be responsible to execute against the post -go -live support plan and provide post -go -live support in order to complete the conversion to Munis. This will include functional and technical assistance from Tyler in the following areas, per phase: • Problem analysis and resolution • Problem tracking • Guidance and mentoring to Client staff who provide Munis application support functions and user help desk support (problem resolution) • Respond to help requests and resolve system defects • Coaching users on use of the new system • Support and direct assistance for business owner departments (Finance, Procurement, Benefits, Human Resources, Information Technology, etc.) • Provide proactive support and special attention to processes and departments for functions that are run for the first time during the post go -live period and any functions that are executed for the first time after the go -live period Client Role Tyler Role Project Team Implementation Consultant • Review policy decisions and procedure • On-site to resolve issues • Train Client on SSRS Reporting Tools • Facilitate review of policy and produce decisions • Providetraining on reconciliation process Subject Matter Expert / Other • Client users utilize Munis for • Provide custom reports that are live processing in -scope • Record issues as identified E.11.1 Requirements/Notes • Within the proposed go -live milestone and through coordination with Client for the post -live plan, Tyler will provide post -go live support after go -live for each project phase. A-46 01203.0007/298736.1 • Tyler will also provide post -go live support for all key processes that are run for the first time outside of the initial post go -live support period, and if the initial provision of support is inadequate or does not resolve the issues presented after the first running of the key processes, Tyler will continue to provide support related to the initial issues for all key processes that are subsequently run until issues are resolved. Such events include: o Fiscal Year End Activities o End of Year Payroll and 1099 Activities o Benefits Open Enrollment o Budget Development • On-site or scheduled training sessions are budgeted for in the Contract Sum agreed to in Section 2.1 of the Agreement and will be entered into the project plan. Non-scheduled support will also be available through Tyler Technical Support. • Additional assistance beyond the phase/project closure (with the exception of resolving issues raised after the key processes are run for the first time outside of the initial post go -live support period) will be considered out of scope and will require a change order or purchase order for additional services. Additional assistance beyond that specified here will be considered out of scope and will require a change order. E.11.2 Outcomes/Deliverables • Deliverable(s): o Lessons Learned (DED 9) E.12 Phase Closure This process allows for a formal transition to the Munis support team and a review of the lessons learned during this phase of the project in order to use these lessons on other phases or projects within Client or at Tyler. Lessons learned will be gathered and documented at each status meeting, and the final lessons learned document will include the lessons documented throughout the project phase. Client Role Tyler Role Steering Committee • Grant final acceptance Project Manager • Coordinate final acceptance process • Grant fmal acceptance for the phase Project Team / • Perform final user acceptance Implementation Consultant testing • Document issues E.12.1 Requirements/Notes • Initiate transition to support • Facilitate Lessons Learned discussion and develop lessons learned document • Troubleshoot and resolve issues related to user acceptance testing • Tyler's consultants will perform training on the identified post -live processes. A-47 01203.0007/298736.1 • Client -authorized users shall document and report issues through the provided Tyler support resources E.12.2 Outcomes/Deliverables • Deliverables: None. • Project Outcomes: o Implemented system and Project satisfy all Statement of Work terms and functional requirements, including but not limited to functional requirements as defined and detailed in Section A.2.2 ("Project Phases") of this Exhibit A-1 ("Statement of Work"). o Transitioned to Tyler Support o Final Acceptance • Control Point: o Acceptance of Project/Phase Closure A-48 01203.0007/298736.1 Section F: Homework Requirements The following outlines major expectations, requirements, and activities surrounding the implementation of the Munis solution: • Tyler will provide in writing to Client the trainee prerequisites that must be completed prior to conducting all implementation or training sessions. All prerequisites will be identified on the project plan and communicated to Client in agendas for each implementation or training session. • Tyler will provide in writing to Client project manager after each training or implementation session what tasks must be completed prior to Tyler personnel returning to the site. These tasks will be shown on the site report after each site visit and posted on the project SharePoint site. All tasks will also be listed on the project plan. • Homework assignments and tasks will also be listed on the Project Plan along with due date and owner • Typical homework items are as follows: o Complete set up of tables and codes based on training conducted o Practice on processes learned o Review any delivered documents prior to attending scheduled training session • Should Client not be able to complete communicated prerequisites or tasks, the Client project manager is to bring it to the attention of the Tyler project manager immediately so that assistance can be offered or scheduling be revised. Section G: Facility Requirements The following outlines Client's requirements for providing a suitable work location to be used by the project: • Client will provide a room to be used as a training lab for Tyler staff to transfer knowledge to Client resources as well as a place for Client staff to practice what they have learned. • The room is to be set up in a classroom setting. The number of workstations in the room is to be determined by Client. It is Tyler's recommendation that every person attending a scheduled session with a Tyler Implementer have their own workstation; however, Tyler requires that there be no more than two people at a given workstation. • A workstation is to consist of a computer that has access to the Munis training/test database and a printer. • Client is to provide a workstation that connects to Munis for the Tyler trainer conducting the session. The computer must be linked to a projector so everyone attending the session is able to follow the information being communicated. • In addition to computers and a printer, it is recommended that a phone be available in the room as well as a white board with markers and eraser. • Client is responsible to schedule the training room for the sessions conducted by Tyler staff. • Should phases overlap, it may be necessary to make multiple training facilities available. A-49 01203.0007/298736.1 Section H: Appendix Appendix 1: Deliverable Expectation Document A description of each summary deliverable is provided below. All deliverables will be provided electronically in the format used to prepare the deliverable (example: Microsoft Word, Excel) to allow for updates and revisions. Deliverable Name: Implementation Management Plans Phase: CROSS ALL PHASES Objective: To provide procedures for project management and managing changes to the project scope, schedule, or budget. Scope: Customized management plans to reflect Client's specific project approach. Management plans will document specific project management processes that are agreed upon between Client and Tyler project manager. As part of project planning, the Tyler project manager will review the SOW and contract with Client. The management plan will include all information and procedures for all phases of the project. Format: Microsoft Word Outline: Resource Management Plan • Identify Tyler resources 011 project and specific roles/tasks for the project • Identify Client resources and what meetings/roles/tasks each needs to be included on • Determine method for identifying/communicating on-site resources Communication Management Plan • Definition of Project Communications • Communication Methods • Key Stakeholders / Audiences for Each Communication • Frequency of Communications • Roles and Responsibilities Risk Management Plan • Definition of Risks • Risk Assessment Methodology • Risk Documentation Quality/Testing Management Plan • Testing Process • Testing Criteria • Process for Resolving Testing Issues • Quality Review Process / Deliverable Quality Review • Overall Project Quality Standards A-50 01203.0007/298736.1 Deliverable Number: 1)1-:1)-1 (1-1) Schedule Management Plan • Identify process for making adjustments to schedule Change Management Plan • Share Change Management Tools • Identification of project concerns, risks, and issues • Determine the types, frequency and delivery of communications • Identify Client resources and what meetings/roles/tasks each needs to be included on Education Management Plan • Software/Hardware o How many databases will be utilized? o Will we establish a Financials Training environment separate from Payroll? o Who will refresh the training database? o Will a second server be utilized? • Facilities o How many training rooms will be utilized? o Where are the training rooms? o How many workstations will be in each training room? o How many printers will be in each training room? o Other training room requirements (white board, phone, etc.) o Who will schedule the training room? • Staff o How many students per teacher? o How many students per workstation? o What are the hours of training? o Who will be trained on each Munis application? o Who will take attendance? o Will management be present for each session? o Who will train the end-users Munis versus Project Team Leads)? • Schedule o Who will determine the exact days for training? o Who will notify staff members? o How far in advance will the training schedule be built? • Quality Control o How will Client determine if attendees have learned required training outcomes? o How will follow up training be administered? 01203.0007/298736.1 A-5 1 Deliverable Number: I)I:U-1 ( 1 -1 ) Client Role: • Attend project planning sessions scheduled by Tyler • All project team members will participate in the development of these plans. Tyler Role: • Tyler will lead development of the plans and will have responsibility for documenting all decisions as part of the deliverable. Acceptance Criteria: • Client project team has read, understands, and agrees with the procedures and schedules within the Implementation Management Plan • The deliverable contains all the components specified in the Outline of this DED and the SOW • The respective Tyler and Client project team members have resolved all material content and/or quality issues. • The deliverable is free of formatting and spelling errors. 01203.0007/298736.1 A-52 Deliverable Name: Project Plan / Schedule Phase: ALL Objective: Task list with owners and due dates for successful completion of the project. Scope: See SOW Section C.1 Format: Initially developed and maintained on the Project SharePoint site. Tyler is currently testing the use and integration of MS Project with SharePoint. If the testing is complete and successful during Client's implementation, Tyler will consider the transition of this deliverable to be in MS Project. Outline: The project plan will follow the Tyler Implementation Methodology WBS and contain all WBS tasks, tasks necessary for completion of WBS tasks, deliverables, milestones, review/acceptance periods, and other key project events. Client Role: • Review project plan • Contribute information necessary to complete and maintain project plan Tyler Role: • Provide initial on-site and remote session schedule to client for approval • Create project plan • Post project plan to Project SharePoint site Acceptance Criteria: • The client signs off on the project plan and schedule • The deliverable contains all the components specified in the Outline of this DED and the SOW • The respective Tyler and Client project team members have resolved all material content and/or quality issues. • The deliverable is free of formatting and spelling errors. Deliverable Number: 1)11)-03 (1-3) Deliverable Name: User Manuals Phase: 1 Objective: Provide documentation on standard Munis functions Scope: Comprehensive user manuals for all Tyler modules purchased. Format: MS Word Outline: • Overview of module • Detailed description of how to generally complete tasks in Munis • Identification of options, fields, and functions built into the Munis software. Client Role: • Review User Materials • Update materials with Client -specific steps and processes 1 Tyler Role: 01203.0007/298736.1 A-53 Deliverable Number: 1)11)-03 (1-3) • Provide training manuals on SharePoint. Acceptance Criteria: • The deliverable contains all the components specified in the Outline of this DED • The training materials will be updated to reflect current features and functions in version that Client is implementing. • The respective Tyler and Client project team members have resolved all material and/or quality issues. • The deliverable is free of formatting and spelling errors. and the SOW the software content Deliverable Name: Data Conversion Plan 1 Phase: 1 Objective: Document conversion option decisions, timelines, tasks, and validation methods. Scope: All conversions listed in Section A.5 that Client chooses to convert. As analysis sessions occur, the plan will be updated with scope of conversions, years of history, and fields to convert. Format: MS Excel Outline: • Conversion options to be exercised • Conversion options not to be completed, with description of change order action • Timelines for each conversion option • Reports and data validation recommendations Client Role: • Attend conversion and applicable module analysis sessions • Participate in planning discussions • Review and accept the conversion plan Tyler Role: • Provide conversion analysis • Provide conversion specifications and guidelines • Provide guidance on proofing methods and tools • Create and provide the conversion plan Acceptance Criteria: • The deliverable contains all the components specified in the Outline of this DED and the SOW • The respective Tyler and Client project team members have resolved all material content and/or quality issues. • Data has been proofed and accepted in a test environment by the client. • The deliverable is free of formatting and spelling errors. 01203.0007/298736.1 A-54 Deliverable Name: System Design Document Phase: 1 Objective: To document the decisions and processes resulting from analysis and identify how Client will use the Munis system. Scope: Detailed review of each in scope functional area, module, and business process to identify the current needs, business process requirements, business process and Munis configuration decisions, and detailed set-up notes for how Munis will be used. The document is to contain workflow, and security information where applicable. Format: MS Word and/or MS Excel Sample Outline: Current Needs: • Identification of current process • Analysis of Munis fit/gap Client Decision Making: • Process Decisions • Munis Considerations • Follow Up Items Detailed Munis set-up considerations • Munis set up details • Modifications • Interfaces Other Information • Workflow Details • Security Details Client Role: • Participate in all meetings and make decisions • Update document for client decisions • Review the documents provided by the Tyler project team • Identify any discrepancies • Ask for clarification from the Tyler team, if necessary Tyler Role: • Post the analysis notes on the Project SharePoint site • Acceptance Criteria: • The deliverable contains all the components specified in the Outline of this DED • The respective Tyler and Client project team members have resolved all material content and/or quality issues. • The deliverable is free of formatting and spelling errors. 01203.0007/298736.1 A-55 Deliverable Name: Static Environment Test (SET) Plan Phase: 1 Objective: Prepare the test script based on Client's process and set up decisions through As -Is and To - Be analysis. Scope: Tyler will lead Client in the step by step testing of Client business process decisions built into the functionality of Munis. This test will enable Client to see the way the system functions using their own data and business processes. Focus will be on helping Client understand the impact the desired business processes will have on the way the system functions and the impact of the system on Client business process decisions. The SET Plan will contain detailed testing scripts to test Client business processes. Format: MS Word document Outline: • Test scripts by business process for each functional area/module in scope for the project. Client Role: • Review the SET plan • Provide feedback for additional processes to be tested Tyler Role: • Develop SET plan • Modify SET plan prior to testing based on client feedback Acceptance Criteria: • The deliverable contains all the components specified in the Outline of this DED and the SOW • The respective Tyler and Client project team members have resolved all material content and/or quality issues. • The deliverable is free of formatting and spelling errors. Deliverable Name: Program Modification / Interface Design Specifications Phase: 1(if applicable) Objective: Review and understand Client requirements for the customizations and interfaces. Specification will contain a description and details of the intended program modifications and custom interfaces to be delivered to address the contract item — this document identifies exactly where and how the application programs will be changed. Scope: Any Program Modifications and Interfaces added to the scope via an approved Scope Change. Format: Word document to detail design specifications Outline: Word document provided by Development that will describe the proposed functionality desired by Client. 01203.0007/298736.1 A-56 Client Role: • Client provides business practices and/or mandates that drive the need for the modification. • Client reviews the design specification with Development and Implementation. • Client signs off on final design specification. Tyler Role: • Development obtains clients business practices and/or mandates that drive the need for the modification. • Development may suggest existing functionality to achieve the desired results. Implementation will provide relevant details for the client's suggested future Munis business practices. • Development creates the design specification for the modification. • Development and Implementation review the design specification with the client. • Development updates the design specification with any requested changes, if applicable. • Implementation PM makes adjustments to the modification task dates in the project plan, as necessary. • Development obtains client sign -off of the design specifications. Modify specifications if required after development of modification. Acceptance Criteria: • The deliverable contains all the components specified in the Outline of this DED • The respective Tyler and Client project team members have resolved all material content and/or quality issues. • The deliverable is free of formatting and spelling errors. Deliverable Name: Pre -Live Checklist Phase: 1 Objective: Identify all tasks that will need to be completed for Go -live. Checklist will provide cutover timelines to cease processing in the legacy system, timeline for fmal conversions, contingency processing plans, and instructions for decentralized departments. Scope: Implementation will provide the client with a checklist of items needed to be completed for Go - Live Format: MS Excel Outline: Sample activities from a Payroll Go -Live Checklist: • Separation of duties between Payroll and HR determined and tested • Validate process of starting a payroll, switch T & A users • Review Dept. Time & Attendance process, proof reports • Verify GL Distribution Posting correctly - Finance Dept. approval 01203.0007/298736.1 A-57 Deliverable Number: I)1:I)-0$ (1-8) • Verify appropriate permission levels on General, Time & Attendance and Payroll Run Processing for all users Checklist columns: • Item ID • Activity • Owner • Date Verified • Client Approval (initials) • Notes/Comments Client Role: • Review and complete the list of items required for go -live. Tyler Role: • Provide client with a list of items required for completion for the go -live, by phase. Acceptance Criteria: • The deliverable contains all the components specified in the Outline of this DED and the SOW • The respective Tyler and Client project team members have resolved all material content and/or quality issues. • The deliverable is free of formatting and spelling errors. Deliverable Name: Lessons Learned Document Objective: Document lessons learned to apply to future phases/projects Scope: All lessons learned specific to Munis implementation Format: MS Excel Outline: • ID • Date • Title • Phase • Lesson Value • Description and Impact • Recommendation(s) • Contact 01203.0007/298736.1 A-5 8 Phase: 1 Deliverable Number: DED -09 (1-9) Client Role: • Gather feedback • Participate in lessons learned session • Document and archive lessons learned Tyler Role: • Lead lessons learned session • Develop after action Change Management review plan for subsequent phases • Archive lessons learned Acceptance Criteria: • The deliverable contains all the components specified in the Outline of this DED and the SOW • The respective Tyler and Client project team members have resolved all material content and/or quality issues. • The deliverable is free of formatting and spelling errors. 01203.0007/298736.1 A-59 Appendix 2: Hardware Requirements CI ient Workstations Operating System: Windows: 8.1 64-bit (recommended), 10 64-bit, 7 64-bit & 7 32-bit Mac OS X: 10.10 (recommended) & 10.8 (minimum') Memory (RAM): 4+GB (recommended, 2 GB (minimum') Processor (CPU): Intel CPU Screen Resolution: 1280x800 (recommended), 1024x768 (minimum') Internet Browser: Windows: Microsoft Internet Explorer 11 Google Chrome — version 31 (autoupdates enc bred —for HTMIS only) 32-bit Mozilla Firefox 3.0+ (Se if Service only) Mac OS: 32-bit Apple Safari 6.2+ Microsoft Office: Windows: 32-bit Microsoft Office 2013 & 32-bit Microsoft Office 2010 Mac 05: 32-bit Microsoft Office forM ac 2011 Additional Software: Microsoft SOver lig ht 5.1 browser plug n Java Runtime Engine (JRE) 7u79 or 8u66 (for Tyler Content Manager full client only)) Microsoft .NET Framework 4.0 SP1 (used with Tyler Cashiering v2.10+) 01203.0007/298736.1 A-60 EXHIBIT "A-2" FUNCTIONAL REOUIREMENTS Section 11 (Responses to Functional Requirements) of Tyler's Proposal (dated September 16, 2011) to Client's Request for Proposals, released August 8, 2011, is incorporated herein by reference. 01203.0007/298736.1 A-61 EXHIBIT "A-3" TYLERFORMS OUTPUT MANAGEMENT SOLUTION PRINTER REOUIREMENT Check Printers The following technical specifications must be met for check printing with the TylerForms Output Management Solution. HP Brand Black/White Laser Jet Networked Printer with Static IP Address High Speed USB 2.0 Port HP Jet Direct Fast Ethernet Embedded Print Server HP PCL 5e Personality or Language Installed Automatic Duplexing Included and Enabled Minimum Memory - 64MB Minimum of 80 Internal TrueType Scalable Fonts (80 HP Font Set) Minimum of 2 Full Input Trays (Manual Feed Tray not usable) Accommodates Letter and Legal Size Paper Stock Printers must have the latest firmware updates installed IMPORTANT NOTE: We do not support HP printers that have been modified with TROY brand or any other 3rd party MICR security features for check printing. Recommended TylerForms Check Printers Please note that some of these printers may not be available from HP directly as they change printer models often. They are generally available from HP resellers and other retailers even if HP is no longer offering them directly. HPLJ 3015x HPLJ M604dn* HPLJ M605dn* HPLJ M605x HPLJ M606dn* HPLJ M606x HPLJ M806dn HPLJ M806x *If using the HPLJM604dn, HPLJM605dn or M606dn you must purchase an additional input tray in order to meet the requirement of two full input trays Other Form Printers The following technical specifications must be met for all other form (not check) printing with the TylerForms Output Management Solution. Network Laser Jet Printer with Static IP Address PCL 5e Personality or Language Installed Automatic Duplexing Included and Enabled* Minimum Memory - 64MB Minimum of 80 Internal TrueType Scalable Fonts Minimum of 2 Full Input Trays (Manual Feed Tray not usable) Accommodates Letter and Legal Size Paper Stock Printers must have the latest firmware updates installed 01203.0007/298736.1 A-62 *Please note that for some non -check form designs you will need to have a duplexing capabilities. PLEASE NOTE: Our solution is designed for and guaranteed to work with HP black and white laser jet printers meeting the minimum requirements. For non -check forms we will make every effort to print to other networked printers that meet the technical requirements outlined above. While we routinely and successfully print other forms to many brands of laser printers, if we are unable to print to a printer on your site, you will be required to provide an alternate printer. 01203.0007/298736.1 A-63 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I. Section 1.2, Consultant's Proposal, is hereby amended to read as follows: "The Scope of Service shall include the Consultant's Statement of Work saps of work or bid which shall be incorporated herein by this reference as though fully set forth herein, and attached as Exhibit "A-1". In the event of any inconsistency between the terms of the Statement of Work and this Agreement, the terms of this Agreement shall govern." II. Section 1.3, Compliance with Law, is hereby amended to read as follows: "Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all applicable ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered." III. Section 1.4, Licenses, Permits, Fees and Assessments, is hereby amended to read as follows: "Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required of Consultant by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes associated with such licenses, permits and approvals, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder due to Consultant's failure to obtain such licenses, permits and approvals." IV. Section 1.5, Familiarity with Work, is hereby amended to read as follows: "By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. The parties agree that the standard to be applied to Consultant's duties to investigate and become acquainted shall be commercially reasonable. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services A-1 01203.0007/298736.1 hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer." V. Section 1.6, Care of Work, is hereby amended to read as follows: "The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, resulting from Consultant's negligence. recklessness or willful misconduct until acceptance of the work by City (with such acceptance not to be unreasonably withheld). , except Consultant shall not be responsible for such losses or damages to the extent as may be caused by City's own negligence. recklessness. or willful misconduct." VI. Section 1.8, Additional Services, is hereby amended to read as follows: "City shall have the right at any time during the performance of the services, without invalidating this Agreement, to request order extra work beyond that specified in the Scope of Services or request to make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed." VII. Section 2.1, Contract Sum, is hereby amended to read as follows: "Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, for the five (5) year term commencing ,. 2016. including reimbursement for actual expenses, shall not exceed Four Hundred Twenty Thousand Four Hundred Sixty Dollars ($420,460) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. The not to exceed amount is based on the mutually agreed scope of services and may not be exceeded B-2 01203.0007/298736.1 unless approved by the Contract Officer in advance pursuant to Section 1.8 of this Agreement. For the avoidance of doubt. in the event that the estimated travel budget provided for in Exhibit C is exceeded. Tyler shall continue to travel as needed to reasonably perform the services for the mutually agreed scope provided for under this Agreement, and City shall not be responsible for any reimbursements detailed herein for such travel." VIII. Section 2.2, Method of Compensation, is hereby amended to read as follows: "The method of compensation is specified in Exhibit "C". -- . - .. : . - sum dance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation-, provided that (a) time estimates ars prz,vided for the performance of cub tasks, (c) the Contract gam is s av may be specified in the IX. Section 2.3, Reimbursable Expenses, is hereby amended to read as follows: "Compensation will include reimbursement for actual and necessary expenditures for - ; :. - . - : travel expenses subiect to Section 2.1 and as set forth in Exhibit C-1. Any travel expenses in excess of the not -to -exceed amount must be approved by the Contract Officer in advance, or ac aal Feab- subcontractor pursuant to Section 4.5, an pursuant to Section 1.8 of this Agreement to be eligible for reimbursement. The Contract Sum shall include the attendance of Consultant at all project meetings either mutually agreed by Consultant and City; or, as reasonably deemed necessary for complete performance of the terms of the Agreement by Consultant by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. Consultant shall be able to attend any such meetings remotely if such remote attendance does not reasonably impair the ability of Consultant to provide to City full performance of the terms of the Agreement. The foregoing notwithstanding, Consultant may request an increase to the travel expense amount if onsite attendance of meetings is desirable but not required for Consultant to perform its obligations pursuant to this Agreement." X. Section 2.4, Invoices, is hereby amended to read as follows: "Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form substantial similar to Exhibit C-2 in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by line item f "owing B-3 01203.0007/298736.1 categories: labor (by sub category), travel, materralk, equipment, supplies, and sub contractor contracts. Sub contractor charges &hall also Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will always occur within this time period. The foregoing notwithstanding , Consultant accepts that occasional, limited delays may result from warrant run procedures. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. XI. Section 3.1, Time of Essence, is hereby amended to read as follows: "Time is of the essence in the performance of this Agreement. Time is of the essence means that both parties shall timely perform all their respective obligations in accord with the mutually agreed implementation plan so as to facilitate the efficient completion of the proiect." XII. Section 3.2, Schedule of Performance, is hereby amended to read as follows: "Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference provided that City timely performs its obligations pursuant to this Agreement which are necessary condition precedents to performance of such services by Consultant. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively." XIII. Section 3.3, Force Majeure, is hereby amended to read as follows: "The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant B-4 01203.0007/298736.1 shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the reasonable judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section." XIV. Section 3.4, Term, is hereby amended to read as follows: "Unless earlier terminated in accordance with Article 7 of this Agre ment, this Agreement shall continue in full force and effect from '-1 / t , 2016 until 6 / 3 0 , 2021. until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). City retains the option to thereafter continue to renew this Agreement for one five (5) year term, and then subsequently for one (1) year terms, in regards to provision of the ongoing services provided herein by Consultant, upon the same terms and conditions, subject to City providing written notice to Consultant of such intention at least sixty (60) days prior to expiration of the then -current term. and subject to mutually agreed modification to the Contract Sum and Term. and conditioned on Tyler continuing to make such services generally available to its clients." XV. Section 4.1, Representatives and Personnel of Consultant, is hereby amended to read as follows: "The following employees pis of Consultant ("P-rincipals) are hereby designated as being tc pr cipals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: (Name) (Title) Sim I)arI=•5 (Name) 1<-4.,Ain `d'1 (Name) 01203.0007/298736.1 B-5 12 -en t (Titl lal ,�4-zt M' ' Cd f irctz Main - - e, oapa fo g principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing employees prineirfal, shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Consultant. Princir als. Fsr purposes of this Agreement, the foregoing Principals may not be replaced nor may their .. - • n cappr3val of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make best every resonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance." XVI. Section 4.5, Prohibition Against Subcontracting or Assignment, is hereby amended to read as follows: "Section 4.5, Subcontracting or Assignment The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. Consultant contracting with any other entity to perform in whole or in part the services required hereunder, without the express written approval of the City, shall be considered a breach of this Agreement. (b) If City provides express written approval for Consultant to contract with any other entity to perform in whole or in part the services required hereunder, then Consultant warrants and agrees that either: 1) The contract between Consultant and such entity shall require both the entity indemnify the City on the same terms and conditions as provided for indemnification in Section 5.3 ("Indemnification") of this Agreement, as well as provide insurance coverage to City on the same terms and conditions as provided for in Sections 5.1, 5.2 and 5.4 of this Agreement, with certificates and endorsements evidencing such coverage provided to City., or 2) Consultant shall indemnify the City for all acts or omissions of such entity on the same terms and conditions as provided for in Section 5.3 ("Indemnification") of this Agreement. Lej In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the other party City„ B-6 01203.0007/298736.1 with the exception of the City's consent is not required for an assignment by Consultant to the surviving corporate entity which is the result of substantially all of Consultant's assets being the subiect of a corporate merger, acquisition or purchase, provided that no such assignment shall occur unless the entirety of Consultant's obligations and duties to City, in whole and without amendment or impairment. as provided for in this Agreement, are transferred to, and accepted by, such surviving corporate entity. .. - - •- . - . tall zuda the transfer to any-peEsen-er-gr-eup-ef-porcom acting in concert of more than twenty five percent (25%) of the present-ewners14 and/or control of Consult-ar t, taking all transfers into account on a cumulative busts. In the event of any [mall unapproved transfer, including any bankruptcy proceeding, this, Agreement shall be void. No approved transfer thall : Consultant of any liability hereunder without the express consent of City. XVII. Section 5.1, Insurance Coverages, is hereby amended to read as follows: "The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance, and as required below which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California a shall indemnify, insure and provide legal defense for the Consultant against any loss, claim covering claims or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this B-7 01203.0007/298736.1 Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Cyber Liability. Technology errors & omissions insurance with limits of $5,000,000 per claim/loss, and $5,000,000 in the aggregate. If coverage is maintained on a claims -made basis, Consultant shall maintain such coverage for an additional period of five (5) years following termination of the contract. Technology errors & omissions insurance shall include the following coverage: i. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. ii. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. iii. Liability arising from the failure of Consultant's proprietary technology products (software) required under the contract for Consultant to properly perform the services intended. iv. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep -linking or framing, and infringement or violation of intellectual property rights. v. Liability arising from the failure to render professional services as defined by industry standards appropriate to the technology being used. (a) Subcontractors. Consultant shall include all subcontractam as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. Additional Insurance. Policies of such other insuranac, ac may be required in thc Special Requirements in Exhibit "B"." XVIII. Section 5.2, General Insurance Requirements, is hereby amended to read as follows: All of thc above The Commercial General Liability and Automotive policies of insurance shall be primary insurance for claims arising out of this Agreement and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer, shall, and is deemed hereof tot waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, thc insurance policy must specify that whcrc the - - - - - onall intyarea sats , the self insured retention. B-8 01203.0007/298736.1 l efsaid policies of in:,u:ance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written net -lee -by -certified mail return receipt requested to the City. Said insurance may not be amended such that it no longer complies with the requirements herein, or be cancelled by Tyler, without first providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance; and additional insured endorsement forms er appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies in the event of a claim for which coverage is denied by Tyler's insurance carrier and City reasonably believes such claim should be covered at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured for the Commercial General Liability policy and the Automotive Insurance policy (providing the appropriate endorsement), and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EYe , .. - - - '.- a -, - ISSUIN SUING—COMPANY SHALL MAIL THIRTY (30) DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED -HERE -IN. rt„ be initialed] Consultant Init als City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance policies shall not provide any exclusion to Consultant's insurance shall apply applying separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self insured B-9 01203.0007/298736.1 retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim admini •. -, : - - -• . The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. • - . _ a rk in oonlpliance with Section 1.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to :maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificatcs and cndorscmcnts shall be previdea t„ City, XIX. Section 5.3, Indemnification, is hereby amended to read as follows: "To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties" collectively and "Indemnified Party" individually) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity .(i) arising out of or in connection with the negligent performance of (including failure to perform) the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors or invitees; or,. any individual or entity for which Consultant is legally liable ("indemnitors" );i or (ii) arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement;; or (iii) arising from anv allegation that anv part, function or component of the Consultant Software misappropriates or infringes a patent, copyright or other intellectual property right; provided that, as to each of (i) — (iii), City promptly notifies Consultant of such claims, Consultant is given full control of the defense of such claims and any legal action related thereto, and City cooperates with Consultant in rendering reasonable non -monetary assistance in the defense of such action. Consultant will promptly pay any judgment rendered against an Indemnified Party, for indemnified claims or liabilities; and Consultant agrees to save and hold an Indemnified Party harmless therefrom to the extent such judgment is subject to the within indemnification. In the event an Indemnified Party is made a party to any action or proceeding filed or prosecuted against Consultant for an indemnified claim or liability, Consultant agrees to pav to the City, its officers, agents or employees, any and all reasonable costs and expenses incurred by the Indemnified Party, inclusive of its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. In connection therewith: B-10 01203.0007/298736.1 (a) Consultant will . - . ' - •. . . -- .. promptly pay all costs and expenses, including its legal costs and its attorneys' fees incurred in connection therewith with an indemnified claim or liability; _ - gainst the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with thc . ' . orrn sue eperations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employee;, harmless therefrom; (e) In the event the City, its officers, agents or employees is made a party to any actor or pr arising out of or in connection with the negligent performance operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, .,• . . -cG incurred by thc City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attar. ys' fees. (b) Consultant's obligations under 5.3(iii) will not apply to the extent the claim or adverse final judgment is based on City's: (a) combining the Consultant Software with any product or device not provided. reasonably contemplated, or approved by Consultant; (b) altering or modifying the Consultant Software. including any modification by third parties at City's direction or otherwise expressly permitted by City; (c) use of the Consultant Software in contradiction of this Agreement. including with non -licensed third parties: or (d) willful infringement by the City or any third party at the Citv's direction. (c) If Consultant receives information concerning an infringement or misappropriation claim related to the Consultant Software, Consultant may, at Consultant's expense and without obligation to do so, either: (a) procure for City the right to continue its use: (b) modify it to make it non -infringing (provided such modification is functionally equivalent) or (c) replace it with a functional, mutually agreeable equivalent. (d) If, as a result of an infringement or misappropriation claim. City's use of the Consultant Software is enjoined by a court of competent jurisdiction, in addition to paving any adverse final judgment (or settlement to which Consultant consents), Consultant will, at Consultant's option. either: (a) procure the right to continue its use: (b) modify it to make it non - infringing (provided such modification is functionally equivalent); (c) replace it with a functional, mutually agreeable equivalent; or (d) terminate this Agreement in accordance with the provisions of Section 7.7 and refund the unused SaaS Fees. Cwt Nall incorporate similar in it fails to do so Cori-. u1ta:i failure of City to monitor compliance -with these provisions :ha?l not be a waiver hereof. This B-11 01203.0007/298736.1 from:ny negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hercundcr. The To the fullest extent permitted by law, the provisions of this Section do not apply to the extent such claims or liabilities occurring as a result of City's sale negligence or willful acts or omissions, but, to the fullest extent permitted by law, ,hall a y—te-claims and liabilities resulting in part from City's negligence, . - _ - ; - •onc,;indemnity hefetindcr shall be limited to iaanw and liabilities acing out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement." (e) In the event of a third -party claim that the DocOrigin functionality embedded in the Tyler Forms Processing module infringes or misappropriates a third -party's intellectual property right, Tyler will seek indemnification for the City for that claim from the DocOrigin Developer to the fullest extent permitted for indemnification for Tyler, under any and all Tyler agreement(s) with the DocOrigin Developer. XX. Section 5.4, Sufficiency of Insurer, is hereby amended to read as follows: "Insurance required by this Agreement shall be satisfactory only if issued by companies eftialifieEl authorized to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the City may request that Consultant modify the insurance requirements herein, which shall be at Consultant's sole discretion. Any such change shall only be valid upon mutual agreement the Consultant agrees that th-c minimum limits of the i yar-a_ree-po?icie ma ,) Section 5.5, Disclaimer and Limitation on Liability, is hereby added and reads as follows: (a) DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TYLER HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (b) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TYLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF TYLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, B-12 01203.0007/298736.1 TYLER'S 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 CITY'S ACTUAL DIRECT DAMAGES. XXI. Section 6.4, Confidentiality and Release of Information, is hereby deleted in its entirety and replaced with the following: "(a) All information gained (including, but not limited to, social security numbers, home addresses, personal phone numbers, bank routing numbers and credit card information) or work product produced by Consultant, its officers, employees, agents or subcontractors in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant, its officers, employees, agents or subcontractors shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors shall not authorize, or allow, access to information gained from City (including, but not limited to, social security numbers, home addresses, personal phone numbers, bank routing numbers and credit card information) by Consultant, its officers, employees, agents or subcontractors in performance of this Agreement, without prior written authorization from the Contract Officer, except as reasonably required to perform its obligations under this Agreement. (b) Consultant, its officers, employees, agents or subcontractors, shall not, ec1ar ation ers of "ippa respense o int (2) er shall not be considered "voluntary" provided If Consultant, or any officer, employee, agent or subcontractor of Co w'3ltant, 'ark product in violation of this Agreement, then City shall have •- Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's cot -Aunt. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any ou=ons, compl- int, subpoena, notice of - - - : - ac, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be or similar proeccding. Consultant agrees to cooperate fully 01203.0007/298736.1 B-13 provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response." XXII. Section 7.2, Disputes; Defaults, is hereby amended to read as follows: "In the event that Consultant fa it default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after thc date of default. Instcd, thc The City shall may give notice to Consultant of an asserted the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe shall be no less than ispresumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold the itemized portions only of invoices directly associated with the default and shall, when the default is cured, proceed with payment on such itemized portions of the invoices associated with the asserted default. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices being withheld pursuant to this section during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. In the event of any termination, City will timely pay Consultant for all undisputed fees and expenses related to products, software, or services City has received from Consultant in accordance with the requirements of this Agreement. " XXIII. Section 7.3, Retention of Funds, is hereby deleted and replaced with the following: "If City believes any delivered product or service does not conform to the warranties or requirements of this Agreement, City will provide Consultant with written notice within forty- five (45) days of City's receipt of the applicable invoice. The written notice must contain sufficient detail of the issues City contends are in dispute. Consultant will provide a written response within fifteen (15) days to City that will include, as appropriate, either a justification of the invoice, an adjustment to the invoice, or a proposal for an action plan addressing the issues presented in City's notice. If either party believes an action plan is necessary, then the parties will work together as may be necessary to develop an action plan that outlines reasonable steps to be taken by both parties to resolve any issues presented in City's notice. City may only withhold payment of amount(s) actually in dispute pursuant to the notice provided by City to Consultant, until Consultant completes the action items outlined in an action plan agreed to by both parties. Failure of the parties to agree to an action plan shall not obligate the City to remit payments withheld under this Section 7.3. If the parties are unable to complete the action items outlined in the action plan because of City's clear failure to complete the items agreed by City to be done, then City will timely remit full payment of the amounts being withheld. B-14 01203.0007/298736.1 Subiect to City's exercise of its rights under this Agreement. including but not limited to under Sections 7.2 and 7.3 of this Agreement. Tvler reserves the right to suspend delivery of services. including SaaS services. if City fails to pay an invoice as required by this Agreement." XXIV. Section 7.6, Legal Action, is hereby amended to read as follows: "In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall if required by law, file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement." XXV. Section 7.7, Termination Prior to Expiration of Term, is hereby amended to read as follows: "This Section shall govern any termination of this Contract, subject to the following Section for Termination for Default. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer provided that Consultant, in any event, is permitted a reasonable opportunity to remedy the asserted fault(s). In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine provided that City, in any event, is permitted a reasonable opportunity to remedy the asserted fault(s). Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all products and services rendered and expenses incurred prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for all undisputed fees and expenses related to software, products, and/or services, pursuant to this Agreement, which either City has received from Consultant, or Consultant has incurred or delivered, prior to the effective date of termination the . - .. . In the event of termination without cause pursuant to this Section, the terminating party need not provide the non - terminating party with the opportunity to cure pursuant to Section 7.2." B-15 01203.0007/298736.1 XXVI. Section 7.8, Termination for Default of Consultant, is hereby deleted in its entirety and replaced with the following: "If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City is entitled to City's actual direct damages caused by such termination to the fullest extent as provided for by California law may, after complian:;e with the of n the Con3ultant :gall be liable to the extent that the total eel required hereunder exceeds the compcnsation herein stipalated (provided that the City hall use reasonab1 - - •• _ - - ... _ - - Consultant for the purpose of set off or partial payment of the amounts owed the City as d." XXVII. Section 7.9, Attorneys' Fees, is hereby amended to read as follows: "If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding arising under ' .. ' this Agreement, the prevailing party in such action or proceeding, to the extent such party is City or Consultant. in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment." XXVIII. Section 7.10, Delivery of City Data, is added and reads as follows: "In the event of anv termination or non -renewal of this Agreement. Consultant shall promptly deliver to City all City data residing in Consultant's hosted environment at the time of termination in either a standard Microsoft SOL backup or whatever format then existing in the database residing in the Tyler hosted environment." XXIX. Section 8.1, Non -liability of City Officers and Employees, is hereby amended to read as follows: "No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor under this Agreement. or for breach of any obligation of the terms of this Agreement." XXX. Section 9.6, Warranty & Representation of Non -Collusion, is hereby amended to read as follows: B-16 01203.0007/298736.1 "No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will constitute grounds for termination or, if and to the extent required by applicable law, render this Agreement void and of no force or effect." :XXI. Exhibits A-1, A-2, A-3, B-1, B-2, B-3, C-1, C-2 and E are hereby incorporated into this Agreement. B-17 01203.0007/298736.1 EXHIBIT "B-1" ADDITIONAL TERMS I. Definitions "Agreement" means the Contract Services Agreement by and between City of Rancho Palos Verdes ("City") and Tyler Technologies, Inc. ("Consultant" or "Tyler") including all exhibits incorporated therein. "Business Travel Policy" means Tyler's business travel policy. A copy of the current Business Travel Policy is attached at Exhibit C-1. "Data" means the data necessary to utilize the Tyler Software. "Data Storage Capacity" means the contracted amount of storage capacity for TCM SE identified in the Schedule of Compensation in Exhibit C. "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in the Agreement, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through Tyler's maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in Tyler's then -current Documentation. "Defined Concurrent Users" means the number of concurrent users that are authorized to use the SaaS Services. The Defined Concurrent Users for the Agreement is sixteen (1 6). "Developer" means a third party who owns the intellectual property rights to Third Party Software. "Documentation" means any online or written documentation related to the use or functionality of the Tyler Software that Tyler provides or otherwise makes available to City, including instructions, user guides, manuals and other training or self-help documentation. "Effective Date" means the date on which your authorized representative signs the Agreement. "Investment Summary" means the agreed upon costs for the products and services attached as Exhibit C. "SaaS Fees" means the fees for the SaaS Services identified in the Schedule of Compensation in Exhibit C. B-18 01203.0007/298736.1 "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, support services for the Tyler Software under the terms of the SLA, attached as Exhibit B-2, Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of Tyler's normal business hours, or training, consulting or other professional services. Tyler agrees it will not reduce its normal business hours during the Term of this Agreement. "SLA" means the service level agreement. A copy of Tyler's current SLA is attached hereto as Exhibit B-2. Tyler agrees not to reduce the level of support and remedy in its SLA during the Term of this Agreement. "Support Call Process" means the support call process applicable to all of Tyler's customers. A copy of Tyler's current Support Call Process is attached as Exhibit B-3. "Third Party End User License Agreement(s)" means the end user license agreement for the Third Party Software attached as Exhibit E. "Third Party Hardware" means the third party hardware, if any, identified in the Schedule of Compensation in Exhibit C. "Third Party Products" means the Third Party Software and Third Party Hardware. "Third Party Software" means the third party software, if any, identified in the Schedule of Compensation in Exhibit C. "Tyler Software" means Tyler's proprietary software and related interfaces identified in the Schedule of Compensation in Exhibit C. II. SaaS Services 1. Rights Granted. Tyler grants City the non-exclusive, non -assignable limited right to use the SaaS Services solely for City's internal business purposes for the number of Defined Concurrent Users only. Access to the Tyler Software will be provided under the terms of the SLA. Nothing in a Tyler SLA shall preclude the City from exercising any other rights or remedies available under the law or the Agreement if Tyler fails to meet the Service Availability Goals. City acknowledges that Tyler has no obligation to ship copies of the Tyler Software as part of the SaaS Services. 2. SaaS Fees. City agrees to pay Tyler the SaaS Fees in accordance with the terms of this Agreement. 3. Ownership. B-19 01203.0007/298736.1 (a) Tyler retains all ownership and intellectual property rights to the SaaS Services and the Tyler Software, and anything developed by Tyler under this Agreement. City shall not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of this Agreement. (b) The Documentation is licensed to City and may be used and copied by City's employees for internal, non-commercial reference purposes only. City must retain all proprietary notices, logos, copyright notices, and similar markings on all such copies. (c) City retains all ownership and intellectual property rights to the Data. 4. Restrictions. City may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party's business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Tyler; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by the Agreement or required by law. 5. Software Warranty. Tyler warrants that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, Tyler will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the SLA and Tyler's 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. 16, Type 2. We have attained, and will maintain, Type II SSAE compliance, or its equivalent, for so long as you are timely paying for SaaS Services. Upon execution of a mutually agreeable Non - Disclosure Agreement ("NDA"), we will provide you with a summary of our SSAE-16 compliance report 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. 6.2 You will be hosted on shared hardware in a Tyler data center, but in a database dedicated to you, which is inaccessible to our other customers. 6.3 We have fully -redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event any of your data has been lost or damaged due to an act or omission of Tyler or its subcontractors or due to a defect in Tyler's software, we will use best commercial efforts to restore all the data on servers in accordance with the architectural design's capabilities and with the goal of minimizing any data loss as greatly as possible. B-20 01203.0007/298736.1 In no case shall the recovery point objective ("RPO") exceed a maximum of twenty-four (24) hours from declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable period during which your data may be lost, measured in relation to a disaster we declare, said declaration will not be unreasonably withheld. 6.4 In the event we declare a disaster, our Recovery Time Objective ("RTO") is twenty-four (24) hours. For purposes of this subsection, RTO represents the amount of time, after we declare a disaster, within which your access to the Tyler Software must be restored. 6.5 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. 6.6 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. 6.7 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. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request. 6.8 We provide secure data transmission paths from each of your workstations to our servers. 6.9 For at least the past ten (10) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies. Our data centers are accessible only by authorized personnel with a unique key entry. All other visitors 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. 7. Site Access and Requirements. City agrees to provide Tyler with full and free access to City's personnel, facilities, and equipment to the extent reasonably necessary for Tyler to provide the services, subject to any reasonable security protocols or other written policies provided to Tyler. III. Third Party Products 1. Third Party Products Warranties. B-21 01203.0007/298736.1 (a) Tyler is authorized by each Developer to grant access to the Third Party Software. (b) The Third Party Hardware will be new and unused, and upon payment in full, City will receive free and clear title to the Third Party Hardware. (c) City acknowledges that Tyler is not the manufacturer of the Third Party Products. Tyler does not warrant or guarantee the performance of the Third Party Products other than as provided herein. However, Tyler grants and passes through to City any warranty or indemnification that Tyler may receive from the Developer or supplier of the Third Party Products. IV. General Terms and Conditions 1. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of City and Tyler. No third party will be deemed a beneficiary of this Exhibit B-1, and no third party will have the right to make any claim or assert any right under this Exhibit B-1. 2. City Lists. City agrees that Tyler may identify City by name in client lists, marketing presentations, and promotional materials. Any representation of City by Tyler, other than identifying City by name, may be made only with advance written approval from an authorized agent of the City. 3. 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. (d) Notwithstanding the above or any other provision in this Agreement, all obligations relating to disclosure of shared information remain subject to the Freedom of Information Act or California Public Records Act, Cal. Gov't Code §§ 6250 et seq. (collectively, the "PRA"). The Parties agree that if the City is served with a request for disclosure under B-22 01203.0007/298736.1 the PRA, or any similar statute, City will notify Tyler of the request and Tyler may timely (so the City can meet the requirements of the PRA) inform the City if it believes that any statutory exemptions apply to the request, and the authority therefor. The City in good faith shall make the determination as to whether the material is disclosable or exempt under the statute, and shall resist the disclosure of confidential information which is exempt from disclosure to the extent allowable under the law. All Parties shall cooperate with one another to accomplish the objectives of this Agreement to protect confidential information to the extent allowable under the law. 4. Business License. In the event a local business license is required for Tyler to perform services hereunder, City will promptly notify Tyler and provide Tyler with the necessary paperwork and/or contact information so that Tyler may timely obtain such license. 5. Exclusion of Remedies. Any specific relief provided for in this Agreement shall not be an exclusive remedy. Nothing in this Agreement shall preclude the City or Tyler from exercising any other rights or remedies available to the City or Tyler under the law. 6. Cancellation. If travel is required, Tyler will use best efforts to schedule travel for its personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if City cancels services less than two (2) weeks in advance (other than for Force Majeure or breach or other fault by Tyler), City will be liable for all (a) reasonable non-refundable expenses incurred by Tyler on City's behalf, and (b) daily fees associated with cancelled professional services if Tyler is unable to reassign its personnel. Tyler will use its best efforts to reassign personnel in the event City cancels within two (2) weeks of scheduled commitments. For said reimbursement to be valid, Tyler must provide City with copies of all original invoices for these nonrefundable expenses and documentation supporting the claim that personnel was unable to be reassigned. 7. Services Warranty Tyler will perform the services in a professional, workmanlike manner, consistent with the "the highest professional standards" as defined in Section 1.1 of the Agreement. In the event Tyler provides services that do not conform to this warranty, Tyler will re -perform such services at no additional cost to City. B-23 01203.0007/298736.1 EXHIBIT "B-2" SERVICE LEVEL AGREEMENT ("SLA") This SLA outlines the information technology service levels that Tyler will provide to City to ensure the availability of the application services that the City has requested Tyler to provide. All other City support services are documented in the Support Call Process (Exhibit B- 3. I. Definitions Attainment: The percentage of time a service is available during a billing cycle, with percentages rounded to the nearest whole number. City Error Incident: Any service unavailability resulting from a City's applications, content or equipment, or the acts or omissions of any of City's service users or City's third -party providers over whom Tyler exercises no control. Defect: Any bug, error, malfunction, adverse data condition, or other performance interruption that causes the licensed software to fail to operate in conformance with Tyler's then -current published specifications, but that does not cause a complete application outage. Downtime: Those minutes during which the software products set forth in the SaaS Agreement are not available for any type of City use. Downtime does not include those instances in which only a Defect is present. Service Availability: The total number of minutes in a billing cycle that a given service is capable of receiving, processing, and responding to requests, excluding maintenance windows, City Error Incidents and Force Majeure. II. Service Availability The Service Availability of Tyler's applications is intended to be 24/7/365. Tyler sets Service Availability goals and measures whether it has met those goals by tracking Attainment. a. City Responsibilities Whenever a City experiences Downtime, that City must make a support call according to the procedures outlined in the Support Call Process Exhibit B-3. The City will receive a support incident number. To track attainment, the City must document, in writing, all Downtime that it has experienced during a billing cycle. The City must deliver such documentation to Tyler within 30 days of a billing cycle's end. B-24 01203.0007/298736.1 The documentation the City provides must evidence the Downtime clearly . At minimum the Downtime report must include: the support incident number(s), if any, and the date, time and duration of the Downtime(s). b. Tyler Responsibilities When Tyler's support team receives a call from City that a Downtime has occurred or is occurring, Tyler will work with City to identify the cause of the Downtime (including whether it may be the result of a City Error Incident or Force Majeure). Tyler will also work with City to resume normal operations. Upon timely receipt of a City's Downtime report, outlined above in Section II(a), Tyler will compare that report to Tyler's own outage logs and support tickets to confirm that a Downtime for which Tyler was responsible indeed occurred. Tyler will respond to a City's Downtime report within 30 days of receipt. To the extent Tyler has confirmed Downtime for which Tyler is responsible, Tyler will provide City with the relief set forth below. c. City Relief When a Service Availability goal is not met due to confirmed Downtime, Tyler will provide the City with relief that corresponds to the percentage amount by which that goal was not achieved, as set forth in the City Relief Schedule below. Notwithstanding the above, the total amount of all relief that would be due under this SLA will not exceed 5% of the fee for any one billing cycle. Issuing of such credit does not relieve Tyler of its obligations under the Agreement to correct the problem which created the service interruption. A correction may occur in the billing cycle following the service interruption. In that circumstance, if service levels do not meet the corresponding goal for that later billing cycle, City's credits will be doubled. Every billing cycle, Tyler will compare confirmed Downtime to Service Availability. In the event actual Attainment does not meet the targeted Attainment, the following City relief will apply: Targeted Attainment 100% 100% 01203.0007/298736.1 City Relief Schedule Actual Attainment 98-99% 95-97% B-25 City Relief Remedial action will be taken. 4% credit of fee for affected billing cycle will be posted to next billing cycle 100% <95% 5% credit of fee for affected billing cycle will be posted to next billing cycle A City may request a report from Tyler that documents the preceding billing cycle's Service Availability, Downtime, any remedial actions that have been/will be taken, and any credits that may be issued. III. Applicability The commitments set forth in this SLA do not apply during maintenance windows, City Error Incidents and Force Majeure. Tyler performs maintenance during limited windows that are historically low -traffic times according to City. If and when maintenance is predicted to occur during periods of higher traffic, Tyler will provide advance ten (10) days' notice of those windows and will coordinate to the greatest extent possible with the City. B-26 01203.0007/298736.1 EXHIBIT "B-3" SUPPORT CALL PROCESS Tyler Technical Support Department for Munis® Goal: To provide an effective support mechanism that will ensure timely resolution to calls, resulting in high-level client satisfaction. Contact Us Call Tyler's toll free number (800-772-2260) or log a support request online through the Tyler Client Portal available at Tyler's Support Web site (www.tvlertech.com). Support Organization Tyler's Technical Support Department for its ERP/Schools Division (also referred to as "Munis") is divided into multiple teams: Financials; Payroll/HR/Pension; Tax/Other Revenue and Collections; Utility Billing and Collections; OS/DBA (Operating System and Database Administration); and TylerForms and Reporting Services. These "product -specific" teams allow support staff to focus on a group of products or services. A group of specialists assigned to each team handle calls quickly and accurately. Each team consists of a Munis Support Product Manager, Support Analysts, and Technical Support Specialists. The Support Product Manager is responsible for the day-to-day operations of the team and ensures we provide exceptional technical support to our clients. The Support Analysts are responsible for assisting the team with clients' issues, and provide on-going team training. Technical Support Specialists are responsible for diagnosing and resolving client issues in a timely and courteous manner. Standard Support Hours Applications Hours Financials 8:OOam-9:OOpm EST Monday -Friday Payroll/HR/Pension 8:OOam-9:OOpm EST Monday -Friday Tax/Other Revenue & Collections 8:OOam-6:OOpm EST Monday -Friday Utility Billing & Collections 8:OOam-8:OOpm EST Monday -Friday OS/DBA 8:OOam-9:OOpm EST Monday -Friday TylerForms, Reporting Services and TCM 8:OOam-9:OOpm EST Monday -Friday Focus on Incoming Rate When you call Technical Support, your call is answered by a Support Technician, or is transferred into the Support voice mail. Our goal is to capture 75 percent of our daily incoming calls, which means you will often start working with a Support Specialist immediately upon calling Tyler. B-27 01203.0007/298736.1 Leaving Messages for Support When leaving a message on the Support voice mail, ensure the following information is contained within the message: • your full name (first name, last name) and the site you are calling for/from; • a phone number where you can be reached; • the details of the issue or question you have (i.e.: program, • process, error message); • the priority of the issue (1, 2, 3, or 4); and • when you will be available for a return call (often Support will call back within an hour of receiving your message). Paging All client questions are important to us. There may be times when you are experiencing a priority 1 critical issue and all technicians for the requested team are on the line assisting clients. In this circumstance, it is appropriate to press "0" to be redirected to the operator. The operator will page the team you need to contact. We ask that you reserve this function for those times when Munis is down, or a mission critical application is down and you are not able to reach a technician immediately. Online Support Some questions can be handled effectively by email. Once registered as a user on Tyler's Support Web site at www.tvlertech.com, you can ask questions or report issues to Support through "Customer Tools". Tyler's Client Portal (TCP) allows you to log an incident to Technical Support anytime from any Internet connection. All TCP account, incident, and survey data is available in real-time. Your existing contact information defaults when you add a new Support incident. You will be asked for required information including Incident Description, Priority, Product Group, and Product Module. Unlimited work -note text is available for you to describe the question or problem in detail, plus you can attach files or screenshots that may be helpful to Support. When a new incident is added, the incident number is presented on the screen, and you will receive an automated email response that includes the incident number. The new incident is routed to the appropriate Technical Support Team queue for response. They will review your incident, research the item, and respond via email according to the priority of the incident. Customer Relationship Management System Every call or email from you is logged into our Customer Relationship Management System and given a unique call number. This system tracks the history of each incident, including the person calling, time of the call, priority of the call, description of the problem, support recommendations, client feedback, and resolution. For registered users on Tyler's Support Web site (www.tvlertech.com), a list of calls is available real-time under the Tyler Client Portal (TCP). Call Numbers Support's goal is to return clients' calls as soon as possible. Priority 1 calls received before the end of business will be responded to that day. If you are not available when we call back, we will leave a message with the open call number on your voice mail or with a person in your office. When you call back, you can reference this call number so you do not have to re -explain the issue. B-28 01203.0007/298736.1 An open call number is also given to you once an initial contact has been made with Support and it has been determined that the issue can't be resolved during the initial call. The open call number lets you easily track and reference specific open issues with Support. Call Response Goals Support will use all reasonable efforts to address open calls as follows: Open Maximum number of days a Support managers and analysts Call support call is open review open calls Priority 1 Less than a day Daily 2 10 Days or less Every other day 3 30 Days or less Weekly 4 60 Days or less Weekly Call Priorities A call escalation system is in place where, each day, Support Analysts and Product Support Managers review open calls in their focus area to monitor progress. Each call logged is given a priority (1, 2, 3, and 4) according to the client's needs/deadlines. The goal of this structure is to clearly understand the importance of the issue and assign the priority for closure. The client is responsible for setting the priority of the call. Tyler Support for Munis tracks responsiveness to priority 1, 2, and 3 calls each week. This measurement allows us to better evaluate overall client satisfaction. Priority 1 Call Priority 2 Call Priority 3 Call Priority 4 Call — issue is critical to the client, the Munis application or process is down. — issue is severe, but there is a work around the client can use. — issue is a non -severe support call from the client. — issue is non-critical for the client and they would like to work with Support as time permits. Following Up on Open Calls Some issues will not be resolved during the initial call with a Support Technician. If the call remains open, the technician will give you an open call number to reference, and will confirm the priority of the incident. If you want to follow up on an open call, simply call the appropriate Support Team and reference the call number to the Technician who answers or leave this information in your message. Referencing the open call number allows anyone in support to quickly follow up on the issue. You can also update the incident through TCP on Tyler's Web site (www.tvlertech.com) and add a note requesting follow-up. Escalating a Support Call If the situation to be addressed by your open call has changed and you need to have the call priority adjusted, please call the appropriate Support Team and ask to be connected to the assigned technician. If B-29 01203.0007/298736.1 that technician is unavailable, another technician on the team may be able to assist you, or will transfer you to the Product Support Team Manager. If you feel you are not receiving the service you need, please call the uppi.,r,.iate Product Manager and provide them with the open call number for which you need assistance. The Product Manager will follow up on your open issue and determine the necessary action to meet your needs. Technical Support Product Managers: Financials. Payroll and Human Resour c Brian Gilman Support Product Manager— Purchasing brian.gilmanreitylertech.com (X4436) Evan Smith Support Product Manager — Budget and General Ledger evan.smith©tylertech.com (X4621) Holly LaRou Support Product Manager — Equipment holly.larou®tylertech.com (X4482) Tracy Silva Support Product Manager— Payroll tracy.silva©tylertech.com (X4433) Ed Haggerty Support Product Manager — Human Resources ed.haggerty®tylertech.com (X4464) Sonja Johnson Senior Support Product Manager sonja.johnson®tylertech.com (X4157) Utility Billing and Revenue Peggy Wintle Support Product Manager — Utility Billing peggy.wintle©tylertech.com (X4567) Parker LaChance Support Product Manager — Revenue parker.lachance@tylertech.com (X4257) Steven Jones Senior Support Product Manager steven.jones®tylertech.com (X4255) C1 McCarron Vice President of Technical Support cj.mccarron@ttylertech.com (X4124) Technology Installation Dean Wilber Installation Manager dean.wilber®tylertech.com (X4730) OS/DBA Team Ben King Senior Support Product Manager ben.kingOtylertech.com (X4867) TylerForms, Reporting Services & TCM Michele Brown Support Product Manager michele.brown®tylertech.com (X4381) State Reporting Patience Stetson Product Supervisor—Payroll State Reporting patience.stetson©tylertech.com (X4165) Ryan Blair Development Product Manager ryan.blair®tylertech.com 0(4579) If you are unable to reach the Product Manager, please call C1 McCarron, Vice President of Technical Support at 800-772-2260, ext. 4124 (ci.nzccarronna.tvlertech.com). Resources A number of additional resources are available to you to provide a comprehensive and complete support experience. • Managed Internet Update (MIU): Allows you to download and install critical and high priority fixes as soon as they become available. • Release Admin Console: Allows you to monitor and track the availability of all development activity for a particular release directly from Munis. • KnowledgeBase: A fully searchable depository of thousands of documents related to Munis B-30 01203.0007/298736.1 processing, procedures, release info, helpful hints, etc. Remote Support Tool Some Support calls may require further analysis of your database or setup to diagnose a problem or to assist you with a question. GoToAssist® shares your desktop via the Internet to provide you with virtual on-site support. The GoToAssist tool from Citrix (www.citrix.com) provides a highly secure connection with 128 -bit, end-to-end AES encryption. Support is able to quickly connect to your desktop and view your site's setup, diagnose problems, or assist you with screen navigation. At the end of each GoToAssist session, there is a quick survey you should complete so we have accurate and up-to-date feedback on your Support experiences. We review the survey data in order to continually improve our Support services. Email Registration Clients can go to our Web site and register for email "groups" based on specific Munis applications. We use these groups to inform clients of issues, and to distribute helpful technical tips and updated technical documentation. The survey information allows you to update your registration at any time, and you may unregister for one or more distribution lists at any time. Tyler Web site Once you have registered as a user on Tyler's Support Web site (www.tylertech.com), you have access to "Customer Tools" and other information such as online documentation, user forums, group training schedule/sign-up, and annual user conference updates/registration. Timely TCP Progress Updates Our technicians are committed to providing you timely updates on the progress of your open support incidents via the Tyler Client Portal. The frequency of these updates is determined by issue priority. Priority 1 Incidents Priority 2 Incidents Priority 3 Incidents Priority 4 Incidents Daily updates (only if phone contact is not possible) Weekly Updates Biweekly Updates Biweekly Updates Updates will also be provided for any issue, regardless of priority, when action items have been completed or when there is pertinent information to share B-31 01203.0007/298736.1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. The following rate schedule sets forth the software, products and services provided by Consultant: [INSERT INVESTMENT SUMMARY 2-24-16] II. SaaS Fees for year one ($45,231) are invoiced quarterly in advance (quarterly amount is $11,307.75), beginning on j u , 2016. Subsequent annual SaaS Fees are invoiced every three (3) months in advance, beginning on the anniversary of the initial invoice date. III. Project Planning Services: Project planning services are invoiced upon delivery of the Implementation Planning Document. IV. Data Conversion Services: Fees for Data conversion services are invoiced 50% upon initial delivery of converted data, by conversion option, and 50% upon Client acceptance to load converted data into live environment, by conversion option. V. Implementation and Other Professional Services: Implementation and other professional services are billed at daily rates (in half-day and full-day increments) and invoiced as delivered. Notwithstanding the foregoing, fees for the fifty three (53) Implementation days will be invoiced in accord with this section provided that fifteen percent (15%) of the fee for each day will be deferred until sixty (60) days following the earlier of the planned Go -live date for the phase (as mutually agreed in Project Schedule) or the actual Go -live date. Invoices: The City will compensate Consultant for the implementation services performed upon submission of a valid invoice and in accordance with Section 2.4 of the Agreement. Invoices shall be in a form consistent with Exhibit C-2 or otherwise reasonably acceptable to the City Finance Director. VI. Taxes The fees listed above do not include any taxes, including, without limitation, sales, use, or excise tax. If City is a tax-exempt entity, City agrees to provide Tyler with a tax- exempt certificate. Otherwise, Tyler will pay all applicable U.S. taxes to the proper U.S. authorities and City will reimburse Tyler for such taxes. If City has a valid direct -pay C-1 01203.0007/298736.1 permit, City agrees to provide Tyler with a copy. For clarity, Tyler is responsible for paying Tyler's income taxes arising from Tyler's performance of this Agreement. VII. Optional Items Pricing for any listed optional products and services will be valid for twelve (12) months from the Effective Date. VIII. Travel Expenses Travel Policy. Travel expenses will only be reimbursed by City if such expenses are incurred in accordance with Consultant's Business Travel Policy set forth in Exhibit C-1 and subject to the limitations of Section 2.1 and 2.3 of this Agreement. IX. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. C-2 01203.0007/298736.1 EXHIBIT "C-1" BUSINESS TRAVEL POLICY SUMMARY 1. Air Travel A. Reservations & Tickets Tyler's Travel Management Company (TMC) will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee's total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee's total trip duration, the connecting flight should be accepted. Employees are encouraged to make reservations far enough in advance to take full advantage of discount opportunities. A seven day advance booking requirement is mandatory. When booking less than seven days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is scheduled to exceed six hours, only economy or coach class seating is reimbursable. B. Baggage Fees Reimbursement of personal baggage charges are based on the trip duration as follows: • Up to five days = one checked bag • Six or more days = two checked bags Baggage fees for sports equipment are not reimbursable. 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. C-3 01203.0007/298736.1 B. Rental Car Employees are authorized to rent cars only in conjunction with air travel when cost, convenience and the specific situation require their use. When renting a car for Tyler business, employees should select a "mid-size" or "intermediate" car. "Full" size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; additional insurance on the rental agreement should be declined. C. Public Transportation Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately. D. Parking & Tolls When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented. 3. Lodging Tyler's TMC will select hotel chains that are well established, reasonable in price and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. "No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's cancellation policy. Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status are in accordance with C-4 01203.0007/298736.1 the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates range from $46 to $71. A complete listing is available at www.gsa.gov/perdiem. A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Depart after 12:00 noon Return before 12:00 noon Return between 12:00 noon & 7:00 p.m. Return after 7:00* p.m. Lunch and dinner Dinner Return Day Breakfast Breakfast and lunch Breakfast, lunch and dinner *7:00 is defined as direct travel time and does not include time taken to stop for dinner The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows: • Breakfast 15% • Lunch 25% • Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00* p.m. *7:00 is defined as direct travel time and does not include time taken to stop for dinner 5. Entertainment All entertainment expenses must have a business purpose; a business discussion must occur either before, after or during the event in order to qualify for reimbursement. The highest-ranking employee present at the meal must pay for and submit entertainment C-5 01203.0007/298736.1 expenses. An employee who submits an entertainment expense for a meal or participates in a meal submitted by another employee cannot claim a per diem for that same meal. 6. Internet Access — Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee's hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable. C-6 01203.0007/298736.1 Effective Date: April 1, 2012 EXHIBIT "C-2" SAMPLE INVOICE C-7 01203.0007/298736.1 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Term of Agreement Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect from J .. l y 1 , 2016, until )u...t 30 ,2021. II. Go -Live Date The "Go -Live Date" for all modules is stated in the Statement of Work (Exhibit A-1). On the "Go -Live Date," each module shall perform as warranted, all City data shall be converted as provided for in the Statement of Work, and City staff trained (pursuant to the Statement of Work) to use each module. III. Project Schedule City and Tyler shall fully develop a project schedule as described in Section C.1 of Exhibit A-1,which may be amended from time to time. Such schedule and amendments shall not be acceptable unless approved by the Contract Officer. IV. City Assistance City acknowledges that the project outlined in this Agreement is a cooperative process requiring the time and resources of City's personnel. City agrees to use all reasonable efforts to cooperate with and assist Tyler as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with Tyler to schedule the implementation -related services City have contracted for. Tyler will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by City's personnel to reasonably provide such cooperation and assistance (either through action or omission). V. Extensions for Performance The Contract Officer may approve requests by Tyler for extensions for performance of the Services in accordance with Section 3.2 of the Agreement. D-1 01203.0007/298736.1 EXHIBIT "E" DocOrigin END USER LICENSE AGREEMENT REMAINDER OF PAGE INTENTIONALLY LEFT BLANK E-1 01203.0007/298736.1 6 ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY OF SOFTWARE LTD. 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. DocOriain 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 OF Software Ltd. for the DocOrigin software product that accompanies this EULA, including any associated media, printed materials and electronic documentation (the "Software"). The Software also encompasses any software updates, add-on components, web services and/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 terms 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 (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. 1. LICENSE TERMS 1.1 In this Agreement a "License Key" means any license key, activation code, or similar installation, access or usage control codes, including serial numbers digitally created and or provided by OF Software Ltd., 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, OF Software Ltd. grants You a limited, royalty -free, non-exclusive, non -transferable license to download and install a copy of the Software from www.docorigin.com on a single machine and use it on a royalty -free basis for no more than 120 days from the date of installation (the "Evaluation Period"). You may use the Software during the Evaluation Period solely for the purpose of testing and evaluating it to determine if You wish to obtain a commercial, production license for the Software. This evaluation license grant will automatically end on expiry of the Evaluation Period and you acknowledge and agree that OF Software Ltd. will be under no obligation to renew or extend the Evaluation Period. If you wish to continue using the Software You may, on payment of the applicable fees, upgrade to a full license (as further described in section 1.3 below) on the terms of this Agreement and will be issued with a License Key for the same. If you do not wish to continue to license the Software after expiry of the Evaluation Period, then You agree to comply with the termination obligations set out in section [7.3] of this Agreement. For greater certainty, any document generated by you under an evaluation license will have a 'spoiler' or watermark on the output document. Documents generated by DocOrigin software that has a valid license key file also installed will not have the 'spoiler' produced. You are not permitted to remove the watermark or `spoiler' from documents generated using the software under an evaluation license. 1.3 Development and Testing Licenses. Development and testing licenses are available for purchase through authorized distributors and resellers of OF Software Ltd. only. Subject to all of the terms and conditions of this Agreement, OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to your breach of the terms of this Agreement), non-exclusive, non -transferable, worldwide non-sublicenseable license to download and install a copy of the Software from www.docorigin.com on a single machine and E-2 01203.0007/298736.1 6 use for development and testing to create collateral deployable to Your production system(s). You are not entitled to use a development and testing license for live production purposes. 1.4 Production Licenses. Production licenses are available for purchase through authorized distributors and resellers of OF Software Ltd. only. Subject to all of the terms and conditions of this Agreement, OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to your breach of the terms of this Agreement), non-exclusive, non -transferable, worldwide non-sublicenseable 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 OF Software, the default license to the Software is a per -CPU license as described in A. below. A. Per -CPU. The total number of CPUs on a computer used to operate the Software may not exceed the licensed quantity of CPUs. For purposes of this license metric: (a) CPUs may contain more than one processing core, each group of two (2) processing cores is consider one (1) CPU., and any remaining unpaired processing core, will be deemed a CPU. (b) all CPUs on a computer on which the Software is installed shall be deemed to operate the Software unless You configure that computer (using a reliable and verifiable means of hardware or software partitioning) such that the total number of CPUs that actually operate the Software is less than the total number on that computer. B. Per -Document. This is defined as a fee per document based on the total number of documents generated annually by merging data with a template created by the Software. The combined data and template produce documents of one or more pages. A document may contain 1 or more pages. For instance a batch of invoices for 250 customers may contain 1,000 pages, this will be counted as 250 documents which should correspond to 250 invoices. C. Per -Surface. This is defined as a fee per surface based on the total number of surfaces generated annually by merging data with a template created by the Software. The combined data and template produce documents of one or more pages, the pages may be printed one side (one surface) or duplexed (2 surfaces). The documents may be rendered to a computer file (i.e. PDF), each page placed in the file is considered a surface. A document may contain 1 or more surfaces. For instance a batch of invoices for 250 customers may contain 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 failover in the event of loss of use of the production server(s). This license is for disaster recovery purposes only and under no circumstance may the disaster recovery license be used for production simultaneously with a production license with which it is paired. 1.6 Backup Copies. After installation of the Software pursuant to this EULA, you may store a copy of the installation files for the Software solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the Software or the printed materials accompanying the Software. 1.7 Third -Party Software License Rights. If a separate license agreement pertaining to an item of third -party software is: delivered to You with the Software, included in the Software download package, or referenced in any material that is provided with the Software, then such separate license agreement shall govem Your use of that item or version of Third -Party Software. Your rights in respect to any third -party software, third -party data, third -party software or other third -party content provided with the Software shall be limited to those rights necessary to operate the Software as permitted by this Agreement. No other rights in the Software or third -party software are granted to You. E-3 01203.0007/298736.1 6 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 and/or 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) OF Software Ltd. 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; (ii) directly or indirectly use the Software or any information about the Software in the development of any software that is competitive with the Software, or (iii) use the Software to operate or as a part of a time-sharing service, outsourcing service, service bureau, application service provider or managed service provider offering. You further agree not to reverse engineer, decompile, or disassemble the Software. 3. UPDATES, MAINTENANCE AND SUPPORT 3.1 During the validity period of Your License Key, You will be entitled to download the latest version of the Software from the DocOrigin website www.docorigin.com. Use of any updates provided to You shall be governed by the terms and conditions of this Agreement. OF Software Ltd. reserves the right at any time to not release or to discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software. 3.2 On expiry of your maintenance and support contract, you will have the right to continue using the current version(s) of the Software which you downloaded prior to the date of expiry of your License Key. However, you will need to renew maintenance and support in order to receive a new License Key that will unlock the more current version(s) of the Software. For greater certainty, if you attempt to use an expired License Key to download the latest version of the Software, the Software will revert to being a locked, evaluation copy of that version of the Software. 4. INTELLECTUAL PROPERTY RIGHTS. This EULA does not grant you any rights in connection with any trademarks or service marks of OF Software Ltd. 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 OF Software Ltd. or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Software, but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this Software contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. 5. DISCLAIMER OF WARRANTIES. TO THE GREATEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE AND TECHNICAL SUPPORT PROVIDED BY OF SOFTWARE LTD. 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 OF SOFTWARE LTD. OF SOFTWARE LTD. DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT. OF SOFTWARE LTD. 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. E-4 01203.0007/298736.1 6 6. LIMITATIONS OF LIABILITY. 6.1 TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OF SOFTWARE LTD. 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 OF SOFTWARE LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE. 6.2 THE ENTIRE LIABILITY OF OF SOFTWARE LTD. AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED BY OF SOFTWARE LTD. IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS PAID BY YOU FOR THE SOFTWARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE TO THE CLAIM. 6.3 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER OF SOFTWARE LTD. NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. 7. TERM AND TERMINATION 7.1 The term of this Agreement will begin on download of the Software and, in respect of an Evaluation License, shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1, shall continue for as long as You use the Software, unless earlier terminated sooner under this section 7. 7.2 OF Software Ltd. may terminate this Agreement in the event of any breach by You if such breach has not been cured within five (5) days of notice to You. No termination of this Agreement will entitle You to a refund of any amounts paid by You to OF Software Ltd. or its applicable distributor or reseller or affect any obligations You may have to pay any outstanding amounts owing to OF Software Ltd. or its distributor. 7.3 Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement. Within five (5) 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 OF Software Ltd. 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 OF Software Ltd.'s prior written consent. OF Software Ltd. may assign this Agreement at any time without notice. This Agreement is binding upon and will inure to the benefit of both parties, and their respective successors and permitted assigns. 8.4 Governing Law and Venue. This Agreement shall be govemed by the laws of the Province of Ontario. 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 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. E-5 01203.0007/298736.1 6 8.5 Entire Agreement. This Agreement is the entire understanding and agreement between You and OF Software Ltd. 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 OF Software Ltd. from time to time and the most recent version of the Agreement will be available on the OF Software website www.docorigin.com. Last Updated: [July 18 2013] E-6 01203.0007/298736.1 6