Agenda packet — Vernon City Council, June 21, 2022 (part 7 of 7)

national origin.

2. Coordination of Internship Program. The parties shall use reasonable efforts to establish the educational objectives for the Internship Program, devise methods for its implementation and continually evaluate to determine the effectiveness of the field experience.

3. Students Not University or Facility Employees. The parties hereto agree that the University’s students are fulfilling specific requirements for field experiences as part of a degree requirement and, therefore, the University’s students are not to be considered employees or agents of either the University or the Facility for any purpose, including Worker’s Compensation or employee benefit program.

4. Insurance. Each party to this Agreement shall provide and maintain, at its own expense, a program of insurance or self-insurance covering its activities and operations hereunder. Such program of insurance or self-insurance shall include, but not be limited to, comprehensive general liability and professional liability. The general liability insurance shall have a minimum coverage of $300,000 per occurrence and cost $500,000 aggregate. The professional liability insurance shall carry a single limit coverage of not less than $1,000,000 per occurrence and $3,000,000 aggregate. Upon written request, either party shall provide the other with a certificate evidencing such coverage.

5. Term. This Agreement shall be effective for a period of one year when executed by both parties.

This Agreement may be renewed annually upon notice in writing by one of the parties at least thirty (30) days prior to the end of the term.

6. Termination. This Agreement may be terminated by either party with or without cause upon ninety (90) days written notice, provided that all students currently enrolled in the Internship Program at Facility at the time of notice of termination shall be given the opportunity to complete the Internship Program at Facility.

7. Arbitration. All controversies, claims and disputes arising in connection with this Agreement shall be settled by mutual consultation between the parties in good faith as promptly as possible, but failing an amicable settlement shall be settled finally by arbitration in accordance with the provisions of this paragraph. Such arbitration shall be conducted in Los Angeles, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The parties hereto hereby agree that the arbitration procedure provided for herein shall be the sole and exclusive method of resolving any and all of the aforesaid controversies, claims or disputes. The costs and expenses of the arbitration, including without limitation attorneys' fees, shall be borne by the parties in the manner determined by the arbitrator. (a) Judicial Action. Legal action for (i) entry of judgment upon any arbitration award or (ii) adjudication of any controversy, claim or dispute arising from a breach or alleged breach of this paragraph may be heard or tried only in the courts of the State of California for the County of Los Angeles or the Federal District Court for the Central District of California. Each of the parties hereto hereby waives any defense of lack of in personam jurisdiction of said courts and agrees that service of process in such action may be made upon each of them by mailing it certified or registered mail to the other party at the address provided for in this Agreement. Both parties agree that the prevailing party shall be entitled to recover from the non-prevailing party reasonable expenses, including without limitation, attorneys’ fees.

8. No Agency. Both parties acknowledge that they are independent contractors, and nothing contained herein shall be deemed to create an agency, joint venture, franchise or partnership relation between the parties, and neither party shall so hold itself out. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing contained in this Agreement shall give or is intended to give any right of any kind to third persons.

Internship Affiliation Agreement with USC

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9. Assignment. Neither party hereto shall have the right, directly or indirectly, to assign, transfer, convey or encumber any of its rights under this Agreement without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the University and Facility.

10. Governing Law. This Agreement shall be construed in accordance with and all disputes hereunder shall be governed by the laws of the State of California.

11. Severability. If any term or provision of this Agreement is for any reason held to be invalid, such invalidity shall not affect any other term or provision, and this Agreement shall be interpreted as if such term or provision had never been contained in this Agreement.

12. Notice. All notices to be given under this Agreement (which shall be in writing) shall be given at the respective addresses of the parties as set forth in the preamble to this Agreement, unless notification of a change of address is given in writing. Any notice required by this Agreement shall be deemed to have been properly received when delivered in person or when mailed by registered or certified first class mail, return receipt requested, or by Federal Express to the address as given herein, or such addresses as may be designated from time to time during this term of this Agreement.

13. Authority to Sign. The parties signing below are authorized and empowered to execute this Agreement and bind the parties to the terms and conditions contained herein.

14. No Third Party Beneficiaries. This Agreement shall not create any rights, including without limitation third party beneficiary rights, in any person or entity not a party to this Agreement.

15. No Waiver. Any failure of a party to enforce that party’s right under any provision of this Agreement shall not be construed or act as a waiver of said party’s subsequent right to enforce any provisions contained herein.

16. Entire Agreement. This Agreement fully supersedes any and all prior agreements or understandings between the parties hereto or any of their respective affiliates with respect to the subject matter hereof, and no change in, modification of or addition, amendment or supplement to this Agreement shall be valid unless set forth in writing and signed and dated by both parties hereto subsequent to the execution of this Agreement.

17. Limitation of Liability. To the maximum extent permitted by law, in no event will either party be responsible for any incidental damages, consequential damages, exemplary damages of any kind, lost goodwill, lost profits, lost business and/or any indirect economic damages whatsoever regardless of whether such damages arise from claims based upon contract, negligence, tort (including strict liability or other legal theory), a breach of any warranty or term of this agreement, and regardless of whether a party was advised or had reason to know of the possibility of incurring such damages in advance.

Internship Affiliation Agreement with USC

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THE UNIVERSITY OF SOUTHERN CALIFORNIA,
On behalf of the School of Medicine
By: __________________________
Michael B. Nichol
Associate Vice Provost for Online Education

CITY OF VERNON
By: _________________________________
Carlos R. Fandino, Jr.

City Administrator
ATTEST:
__________________________________
Lisa Pope
City Clerk
APPROVED AS TO FORM:
__________________________________
Zaynah N. Moussa
Interim City Attorney
Please SCAN and email this agreement to:

Reyna Macias, MPH
Academic Advisor & Practicum Coordinator
USC MPH Program
e-mail: [email protected]
City Council Agenda Item Report
Submitted by: Daniel Wall
Submitting Department: Public Works
Meeting Date: June 21, 2022

SUBJECT
Moratorium on Warehouse Uses, Freight and Terminals, Container Storage and Parking Recommendation:

A. Find that the proposed action is exempt under the California Environmental Quality Act (CEQA) review, because it is general policy and procedure-making activity that is unrelated to any specific project, which must undergo separate CEQA review, and that will not result in direct physical changes or reasonably foreseeable indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378; and
B. Adopt Interim Urgency Ordinance No. 1283 establishing a 45-day temporary moratorium on the establishment, expansion, or modification of warehouse uses, freight terminals, truck terminals, container storage, and container parking in the City of Vernon.

Background:

In recent years, the proliferation of e-commerce and rising consumer expectations of rapid shipping have contributed to a boom in warehouse development. With its ports, population centers, and transportation network, California has been especially affected by this trend. Warehouses and related businesses such as truck terminals, truck yards, and container storage operations generate significant environmental impacts. As a result, the California Attorney General’s Bureau of Environmental Justice has increased its scrutiny over warehouse developments and the impacts associated with their operations and heavy fleet use.

Like the State, the City has experienced significant growth of large warehouses, distribution facilities and related businesses. Such facilities consume large areas of land in Vernon with little benefit to the City as they typically do not provide many jobs or generate sufficient utility users tax, property tax, sales tax, or business license revenues to off-set their impact on the City. As noted above, warehouses and related businesses can generate unique environmental impacts on surrounding properties and the larger community, including frequent truck traffic, noise impacts from on-site operations, emissions and air quality issues that impact public health, and maintenance impacts on City streets.

Currently, the vacancy rate in the City is exceptionally low. This increases the value of property which, in turn, encourages the greater intensity of use at warehouse facilities, which increase the truck trips generated by these facilities. Additionally, advances in robotics and ecommerce have reduced the number of people employed by these facilities. The proliferation of these facilities presents several issues for the Community and the City including land use, traffic and safety, environmental and health, and fiscal issues.

Land Use Issues
All of Vernon is zoned industrial. By their nature, warehouse and related uses tend to locate on large parcels of land and in large industrial buildings. Similarly, truck yards, cargo container parking, and cargo container storage take large areas of land. These uses take up land that could otherwise be used for purposes that would generate jobs, and additional property tax and utility users tax for the City.

Traffic and Safety Issues
Warehouse facilities generate significant truck traffic, and sometimes these facilities and/or the trucks operate 24-hours-a-day. This truck traffic causes environmental issues including traffic congestion, detrimental air quality, noise, and vibration. These trucks travel City streets to reach their destinations and, because of their sheer size, pose unique and challenging traffic issues such as:

Increased safety risk for smaller vehicles, pedestrians, and bicyclists Damage to City property/facilities from collisions (reported and unreported); i.e. street lights, traffic signal equipment, signs, trees, curbs, medians, etc.

Reduced levels of service on streets and at intersections Pavement impacts
Environmental and Health Issues
Diesel engines emit a complex mixture of air pollutants, including both gaseous and solid material. The solid material in diesel exhaust is known as diesel particulate matter (DPM).

DPM is considered a subset of particulate matter less than 2.5 microns in diameter (PM2.5).

Most PM2.5 derives from combustion, such as the use of gasoline and diesel fuels by motor vehicles. DPM is most concentrated adjacent to freeways and streets traveled by trucks.

PM2.5 is the size of ambient particulate matter air pollution most associated with adverse health effects of the air pollutants that have ambient air quality standards. These health effects include cardiovascular and respiratory conditions.

Fiscal Issues
Warehouse and related businesses generate significantly lower utility users tax, property tax, sales tax, and business license revenues, than other less truck intensive uses, while trucks significantly impact the condition of the City's streets.

The City commissioned a Pavement Management Plan to obtain an inventory of pavement conditions for the City’s entire street network, and to develop strategies for the maintenance of the City’s streets including a budgetary analysis to determine the funding needs. The report concluded the average rating for the City’s street network is a C-. Much of the reason for this low grade is due to the load related (alligator cracking and heave) distress caused by trucks. It is estimated that it will require total expenditures of between $20 to $25 million from the General Fund to bring the street network up to an average B+ rating. Additionally, trucks frequently damage other City infrastructure including power poles, catch basins and traffic signals.

Over the coming months, the City will update its General Plan and Zoning Code, and adopt a Specific Plan or Plans to update its goals and policies for the development of the City. While the City recognizes the value of warehouse facilities, the City must balance the interests of such businesses with the well-being of the community, attraction of land uses that create highpaying jobs, generate revenues to pay for street maintenance and other essential services, and ensure that warehouse facilities mitigate their fair share of impacts on the City and the surrounding community. The moratorium will provide staff the additional time to obtain all of the information necessary to analyze the issues and provide recommendations to the Council.

The following provides the most salient details of the proposed moratorium:

Businesses Subject To Moratorium
All warehouse and related facilities as defined below are subject to this moratorium. Once it is determined a warehouse or related facility is subject to the moratorium, other provisions of the moratorium must be applied to that facility.
“Warehouse” means an industrial building used for the freight forwarding, deposit, storage, safekeeping, transportation of goods, distribution facilities, logistics services such as but not limited to material handling, packaging, inventory, transportation, storage, warehousing, industrial wholesale, portable storage rental facility, truck terminals, hazardous materials and/or hazardous waste facilities, truck yards, cargo container storage and cargo container parking, and manufacturing uses with less than 50% of floor area devoted to manufacturing.

Exemptions from the Moratorium

1. The annual renewal of an existing business license, any permits necessary for the routine maintenance of the buildings or sites, or any permits necessary for repairs required due to an emergency or to protect the public health, safety, and welfare shall not be considered issuance of a permit.

2. Tenant improvements for current tenants within an existing building, provided the tenant improvements would not otherwise be considered an expansion or modification of the facility.

3. Any new or renewed lease agreement, provided that the term does not exceed 3 years.

4. The establishment, expansion, or modification of any warehouse or related facilities with pending permits or that have already received full approvals and commenced construction or incurred expenses for construction prior to this ordinance.

Activities Subject to the Moratorium
During the effective period of this ordinance, no application for permit will be accepted, no consideration of any application for permit will be made, and no permit will be issued by the City for the establishment, expansion, or modification of any warehouse or related facilities within the City until this ordinance has expired or has been repealed according to applicable law. Further, all processing of existing applications for permits shall be suspended immediately.

Ordinance Adoption
Adoption of the proposed Interim Urgency Ordinance requires a favorable vote by a four-fifths vote of the City Council. If adopted, the Ordinance shall take effect immediately upon adoption for a period of 45 days, at which time it will automatically expire unless extended by the City Council.

Fiscal Impact:

There is no fiscal impact associated with this report.

Attachments:

1. Ordinance No. 1283
INTERIM URGENCY ORDINANCE NO. 1283

AN INTERIM URGENCY ORDINANCE OF THE CITY COUNCIL OF THE

CITY OF VERNON, PURSUANT TO GOVERNMENT CODE SECTION
65858, ADOPTING A 45-DAY TEMPORARY MORATORIUM ON THE

ESTABLISHMENT, EXPANSION, OR MODIFICATION OF WAREHOUSE

USES, FREIGHT TERMINALS, TRUCK TERMINALS, CONTAINER

STORAGE, AND CONTAINER PARKING WITHIN THE CITY OF VERNON

AND DECLARING THE URGENCY THEREOF
SECTION 1. Recitals.

A. The City of Vernon (City) is a municipal corporation and a chartered city of the State of California organized and existing under its charter and the Constitution of the State of California.

B. The State Planning and Zoning Law (California Government Code Sections 65000, et seq.) broadly empowers the City to plan for and regulate the use of land in order to provide for orderly development, the public health, safety, and welfare, and a balancing of property rights and the desires of the community.

C. This Interim Urgency Ordinance is enacted pursuant to the authority conferred upon the City Council of the City of Vernon by Government Code Section 65858 and shall be in full force and effect immediately upon its adoption by a four-fifths (4/5) vote of the City Council as if, and to the same extent that, such Ordinance had been adopted pursuant to each of the individual sections set forth herein. The City Council of the City of Vernon also finds and declares that it is necessary and appropriate to adopt this Ordinance as an emergency measure, pursuant to Chapter 4.4 of the Charter of the City of Vernon, for the immediate preservation of the public safety, health, or peace.

THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS:

SECTION 2. The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct and are a substantial part of this Ordinance.

SECTION 3. Definitions. The following definitions are applicable to this Interim Urgency Ordinance, unless the context clearly indicates otherwise:

A. “Cargo container” shall mean any container sufficiently durable for repeated use which, by virtue of its own particular design, permits the temporary storage and protection of bulk commodities, goods, and other cargo, and which may be transported in various modes without intermediate loading or unloading.

B. “Cargo container storage“ shall mean a facility for the storage or stacking of one or more cargo containers.

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C. “Cargo container parking” shall mean a facility for the parking of a trailer, detached from the tractor unit, on which one or more cargo containers may be loaded.

D. “Director” means the Director of Public Works, or his/her designee.

E. “Establishment” means to bring into existence (a new warehouse facility).

F. “Expansion” means:

1. Any increase of the total size of the floor area of any existing building;

2. Any expansion/intensification of truck yards, cargo container parking, and cargo container storage;

3. Construction of any new structure on the premises of an existing business; G. “Facility” means a temporary or permanent use of land or use of premises, a building or structure, or part of a building or structure.

H. “Industrial wholesale” means an industrial facility consisting of the exchange of large quantities of goods for future distribution and resale for financial or other considerations.

I. “Modification” means making any changes, remodeling, or alterations to an existing building or site that require permits. Modification shall include change in tenant at an existing facility requiring a business license. A change in tenant means any amendment to a lease agreement that extends the term of the lease for more than three years, or a new lease agreement with a term longer than three years.

J. “Permit” means any City planning land use approvals, any new business license tax permit (including the transfer of a business license from one owner to another), and any building, grading, plumbing, electrical, or mechanical permit, whether the approval or issuance is discretionary or ministerial.

K. “Portable storage rental facility” means operations that rent individual storage containers to members of the public or businesses for the storage of a variety of items.

L. “Truck” means all Federal Highway Administration (FHWA) vehicle classes including Class 5 or higher.

M. “Truck yard” means a principal use of land for parking or storage of trucks in active use with or without servicing or repairing of trucks as an incidental use thereto.

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N. “Truck terminal” means a principal use of land or building where there are dock facilities for trucks, either partially enclosed or unenclosed, for the purposes of transferring goods or breaking down and assembling tractor-trailer transport.

O. “Warehouse” means an industrial building used for the freight forwarding, deposit, storage, safekeeping, transportation of goods, distribution facilities, logistics services such as but not limited to material handling, packaging, inventory, transportation, storage, warehousing, industrial wholesale, portable storage rental facility, truck terminals, hazardous materials and/or hazardous waste facilities, truck yards, cargo container storage and cargo container parking, manufacturing uses with less than 50% of floor area devoted to manufacturing.

SECTION 4. Urgency Findings. In accordance with California Government Code Section 65858 and Vernon City Charter Chapter 4.4, in order to protect the public health, safety, and welfare, the City Council of the City of Vernon hereby finds, determines, and declares that:

A. The City has experienced significant growth of large warehouses, distribution facilities, and related businesses. These facilities can generate unique environmental impacts on surrounding properties and the larger community, including frequent truck traffic, noise impacts from on-site operations, emissions and air quality issues, and maintenance impacts on City streets.

B. Government Code Section 65858 expressly authorizes the City Council, in order to protect public health, safety, and welfare, to adopt an interim urgency ordinance prohibiting a use that is in conflict with a contemplated general plan, specific plan, or zoning proposal that the legislative body, planning commission, or planning department is considering or studying or intends to study within a reasonable time, provided that the urgency ordinance shall require a four-fifths (4/5) vote of the legislative body for adoption, and shall be of no further force and effect 45 days from its date of adoption, unless duly extended. Chapter 4.4 of the Vernon City Charter also authorizes the City Council to adopt an emergency ordinance for the immediate preservation of public safety, health, or peace.

C. This Ordinance is being adopted to allow the City sufficient time to review, study and revise the City’s laws, rules, procedures, and fees related to warehouse and related businesses in the City of Vernon. In light of the City’s exceptionally low vacancy rate and continued growth of large warehouse and related facilities, the City Council finds that the following adverse public safety, health, and welfare impacts are of real concern:
a. Establishment, expansion, or modification of warehouse and related businesses may create immediate irreversible and costly adverse impacts in the community; to wit, street damage, noise, vibration, and pollution. These impacts are already dire for the City and would worsen and become less Ordinance No. 1283

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manageable with every new warehouse facility that begins or expands its operation in the City of Vernon. The City cannot afford to continue to impose such impacts onto its budget and its citizens and cannot allow these impacts to accumulate any further while the General Plan and Zoning Code are updated, and Specific Plan or Plans are being developed.
b. It is now essential to determine the development capacity within the City where such businesses are currently permitted, considering the capabilities of infrastructure and public services.
c. Through analysis of the impacts currently imposed by the current amount of truck traffic generated by warehouse and related facilities, traffic studies to determine ways in which to minimize truck traffic impacts, and measures that the City can take to mitigate or prevent impacts from logistics facilities altogether.
d. Absent the adoption of this Ordinance, the establishment, expansion, or modification of warehouse and related businesses could result in the negative and harmful secondary effects identified above.
e. As a result of the negative and harmful secondary effects associated with the establishment, expansion, or modification of warehouse and related businesses, the current and immediate threat these businesses pose to the public health, safety, and welfare, and the potential zoning conflicts that would be created by such development, it is necessary to adopt a temporary, fortyfive (45) day moratorium on the establishment, expansion, or modification of warehouse and related businesses in the City.
f. A moratorium is necessary in order to protect the City and its residents, businesses and visitors from the potential health and safety impacts of logistics businesses, including air quality, noise, traffic, parking, and other impacts, and to preserve the quality of life and protect the health, safety, and welfare of the surrounding communities.
g. A moratorium is immediately required to preserve the public health, safety, and welfare and should be adopted immediately as an urgency ordinance, to make certain that permits for warehouse and related businesses are issued only under adequate regulations and consistent with the City’s future goals for development and expansion. Imposition of a moratorium will allow the City sufficient time to conclude the preparation of comprehensive studies and plans for the regulation of such activities. The absence of this Ordinance would allow the proliferation of such businesses and their undesirable secondary impacts, and create a serious threat to the orderly and effective implementation of any amendments to the General Plan and the Zoning Code, and Specific Plan or Ordinance No. 1283

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Plans being developed, as well as the vision for the City going forward, contemplated by the City Council.
h. Truck trips generated by logistics facilities have direct impacts on the community including traffic, air quality, noise, vibrations, and health impacts on the community.
i. Truck traffic increases the maintenance costs of streets for the City. For example, a 1999 study for the City of Irwindale concluded that one loaded mining truck causes street damage equivalent to that caused by 10,000 automobiles. City of Irwindale Mining Reclamation Impact Study, prepared by Greystone, March 1999, Vol. I, p. iii @ 2.a., and Vol. II., pp. 25-29. A loaded mining truck weighs approximately 80,000 pounds, which is comparable to the average weight of loaded 18-wheeler trucks that commonly traverse the City of Vernon to and from warehouse facilities. The City intends to further research this issue and determine the impacts of trucks with three axles or more. j. Trucks likely affect air quality, as their emissions are many times those of passenger vehicles, and thus are also likely to have concomitant health effects.

Diesel engines emit a complex mixture of air pollutants, including both gaseous and solid material. The solid material in diesel exhaust is known as diesel particulate matter (DPM). DPM is considered a subset of particulate matter less than 2.5 microns in diameter (PM2.5). Most PM2.5 derives from combustion, such as use of gasoline and diesel fuels by motor vehicles, DPM is most concentrated adjacent to freeways and streets traveled by trucks. PM2.5 is the size of ambient particulate matter air pollution most associated with adverse health effects of the air pollutants that have ambient air quality standards.

These health effects include cardiovascular and respiratory hospitalizations, and premature death.

D. Over the next few months, the City will update its General Plan and Zoning Code and adopt a Specific Plan or Plans to update its goals and policies for the development of the City. While the City recognizes the value of warehouse facilities, the City must balance the interests of such businesses on the one hand, and the well-being of the community, attraction of land uses that create high-paying jobs, generate revenues to pay for road maintenance and other essential services, and ensure that warehouse facilities mitigate their fair share of impacts on the City and the surrounding community.

E. Because of the actual and potential detrimental impacts of warehouse and related uses upon the City, which impacts may not be presently adequately addressed by the City’s existing ordinances and zoning regulations, there is a need to impose a temporary moratorium on the establishment, expansion, or modification of warehouse uses, freight terminals, truck terminals, container storage, and container parking uses in order to study and develop policy guidance and Ordinance No. 1283

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potentially implement changes to the City’s zoning regulations and General Plan update.

F. The City Council further finds that the moratorium is a matter of local and Citywide importance and is not directed towards any particular person or entity that seeks to operate warehouse and related facilities.

SECTION 5. Moratorium.

A. Moratorium: Based on the findings set forth herein for the immediate preservation of the public health, safety, and welfare, during the effective period of this Ordinance, no application for permit will be accepted, no consideration of any application for permit will be made, and no permit will be issued by the City for the establishment, expansion, or modification of any logistics facilities within the City until this Ordinance has expired or has been repealed according to applicable law.

Subject to the Exemptions set forth below, all processing of existing applications for permits shall be suspended immediately.

B. Exemptions: This Ordinance shall not apply to the following:

2. Tenant improvements for current tenants within an existing building, provided the tenant improvements would not otherwise be considered an expansion or modification of the facility.

3. Any new or renewed lease agreement, provided that the term does not exceed three (3) years.

SECTION 6. Review and Study. During the period of this Ordinance, the Director of Public Works shall review and study the adverse impacts of and the benefits provided by, warehouse and related facilities in the City, so as to quantify the concerns described in Section 4, and shall recommend proposed revisions to the City’s laws, rules, procedures, and fees related to these facilities, so as to enable the City to adequately and appropriately balance the rights of existing property owners and future applicants who wish to establish, expand, or modify logistics facilities, with the preservation of the health, safety and welfare of the communities.

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SECTION 7. Written Report. Pursuant to Government Code Section 65858, staff must prepare for consideration by the City Council a written report describing measures taken to address the condition which led to the adoption of this urgency ordinance. The report will be provided to the City Council so that it may be considered and issued no later than ten (10) days prior to the expiration of this urgency ordinance.

SECTION 8. Authority. The City Council of the City of Vernon hereby adopts this Ordinance as an interim urgency measure pursuant to Government Code Section 65858 and Chapter 4.4. of the Charter of the City of Vernon to protect the public health, safety, and welfare, and is adopted and justified based on the findings of the City Council in Recitals of this Ordinance; which are supported by substantial evidence in the record associated with the City Council’s consideration hereof.

SECTION 9. The City Council of the City of Vernon hereby passes this Ordinance by a four-fifths vote of the City Council. Accordingly, this urgency ordinance shall take effect immediately upon adoption for a period of 45 days, at which time it will automatically expire unless extended by the City Council as permitted under the Government Code.

SECTION 10. Any provision of the Vernon Municipal Code or appendices thereto inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further are repealed or modified to that extent necessary to affect the provisions of this Ordinance.

SECTION 11. If any section, subsection, paragraph, sentence, clause, phrase, or portion thereof, of this Ordinance is declared by a court of competent jurisdiction to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, paragraph, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, paragraphs, sentences, clauses, phrases, or portions thereof, be declared invalid or unconstitutional. To this end, the provisions of this Ordinance are declared to be severable.

SECTION 12. The City Clerk shall certify the adoption and publish this ordinance as required by law.

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SECTION 13: This Ordinance shall go into effect and be in full force and effect immediately upon adoption.

APPROVED AND ADOPTED this 21st day of June, 2022.
_______________________
LETICIA LOPEZ, Mayor
ATTEST:

LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:
______________________
ZAYNAH N. MOUSSA,
Interim City Attorney
City Council Agenda Item Report
Submitted by: Angela Melgar
Submitting Department: Finance/Treasury
Meeting Date: June 21, 2022

SUBJECT
Professional Services Agreement with Tyler Technologies for Citywide Enterprise Resource Planning (ERP) Software as a Service (SaaS) Hosting and Support Recommendation:

Authorize additional funds in the amount of $729,926 to Contract IT-0152 for the SaaS annual fees with Tyler Technologies, Inc. for a Citywide ERP Software System, Hosting, Implementation, and Support, bringing the total not-to-exceed amount of the contract to $3,037,949.

Background:

On December 1, 2020, City Council approved an agreement with Tyler Technologies (IT0152) for the implementation of a new ERP system and SaaS hosting and support services (Attachment 1). At the time the agreement was approved, Council authorized a not-to-exceed total of $3,439,726 for all project-related costs: recurring annual fees ($373,203), one-time implementation fees ($1,934,820), project management for implementation ($819,000), and a contingency reserve ($312,703). As noted at the time, a separate project management and consulting agreement with SDI Presence, LLC. in the amount of $819,000 was submitted for Council approval on April 20, 2021. Additionally, the authorized reserve amount remains unused as no contingency needs have arisen to date. Thus, of the $3,439,726 approved by Council, a not-to-exceed total of $2,308,023 was authorized for Contract IT-0152 with Tyler Technologies (Tyler) for the SaaS and one-time implementation fees.

In reviewing the Tyler invoice and contract for year two, staff recognized that a calculation error was made in the total not-to-exceed amount presented to Council for approval on December 1, 2020. Staff identified the $373,203 necessary for recurring annual fees in the staff report; however, only one year of the annual fee cost was actually included in the not-toexceed total. As such, an additional $371,043 per year for each of the remaining two years of the three-year agreement with Tyler is necessary to cover the annual maintenance fees. The amount of annual fees is less than the amount included in the original staff report by $2,160, as a $2,000 recurring annual fee for Tyler EnerGov integration to Laserfiche will be paid to a third-party provider, ECS Imaging, Inc., and there is a reduction of $160 for a substitution of Analytics and Reporting for the Citizen Self Service module. There is also a subtraction of the $10,000 one-time fee to Tyler for Laserfiche integration with EnerGov, as the fee for this functionality is to be made payable directly to ECS Imaging, Inc.

Although sufficient funds were appropriated to the ERP project through the annual budget process and funds are available for this purpose in the IT budget, Council approval is required in order to correct the administrative error and approve an increase to the total not-to-exceed amount of Contract IT-0152, bringing the total to $3,037,949.

The ERP system will replace the multiple disparate systems such as Eden ($82,245.78 annual fees), Advanced Utility Systems for utility billing ($47,358.35 annual fees), and EnvisionConnect Software for Health Department ($12,686.35 annual fees) currently used by the City. In conjunction with the contracted project manager, staff is evaluating additional software service offerings to further increase efficiencies with processes employed at the City.

In the upcoming months, staff will bring forward for Council approval amendments to add Tyler's Enterprise Asset Management (EAM) module and its associated inventory conversion to replace the City's existing Lucity work order software and Malburg Generating Station's Hexagon EAM work order and inventory management software, and Executime Advanced Scheduling to replace the City's existing Kronos timekeeping system used by the Police Department. The focus continues to be optimizing technology to enhance the services and offerings that the City provides to the community, increasing ease of use for employees and customers alike.

Fiscal Impact:

Sufficient funds for Software as a Service hosting and support services were included in the FY 2021-22 General Fund, Information Technology Department budget Account No. 011.9019.590110 for the recurring annual fees, with the next year’s fees included in the FY 2022-23 budget Account No. 011.9019.590110 approved by Council on June 7, 2022.

Attachments:

1. 20201201 Agenda Item Report
City Council Agenda Item Report
Agenda Item No. COV-429-2020
Submitted by: Scott Williams
Submitting Department: Finance/Treasury
Meeting Date: December 1, 2020

SUBJECT
Software as a Service Agreement with Tyler Technologies for a Citywide Enterprise Resource Planning (ERP) Software System, Hosting, Implementation, and Support (Continued from November 17, 2020) Recommendation:

Approve the Software as a Service Agreement with Tyler Technologies, Inc., in substantially the same form as submitted, for the purpose of an upgrade from the current Tyler ERP system (Eden) to a comprehensive ERP software system, which would include modules for Munis, EnerGov, Digital Health Department (DHD), and the Munis Utility Billing Customer Information System (CIS), with funds reserved for a project management consultant in an amount not-to-exceed $3,439,726 for a three (3) year term.

Background:

This item was tabled from the November 17 meeting at the direction of the City Council to allot time for staff to address Council's request for additional information regarding funding options, allocation of cost between City departments, and time span of the project. Staff is now prepared to provide specific details regarding project implementation and costs associated to the various phases of the project.

In 2019, Public Works issued an Request for Proposals (RFP) for a Land Use, Permit and Inspection Tracking System. As one of the top proposers, Tyler Technologies, Inc. (Tyler) was invited to provide a software demonstration. During that demonstration, Tyler underscored the benefits of having an integrated system and established how EnerGov was the best qualified product to meet the needs specified in the RFP. Rather than procure the singular functionality offered with EnerGov without assessing its integration capabilities in greater detail, staff began to evaluate a "big picture" solution.

Since, City Management staff has worked collaboratively to identify a solution that would meet specific departmental needs while upholding a path to a true and reliable integration of systems, resulting in a fully-functional Citywide ERP. A Software as a Service Agreement with Tyler is now being recommended for approval to accomplish the goal of an updated, cloud-based, comprehensive ERP software system which will include: Munis, EnerGov, Digital Health Department (DHD), and the Munis Utility Billing Customer Information System (CIS).

As an incentive to the City, Tyler offered to honor the City’s current licenses for its Eden modules and a unique opportunity to upgrade to the Munis system in lieu of a new purchase. The City has a long-standing relationship with Tyler, having used the current Eden ERP software since 2006. However, the Eden ERP is already at its end-of-useful-life stage, which may cause data security issues. The City's existing software is supported by only 35 representatives nationwide, which causes delays in resolving system errors. Tyler’s Munis ERP solution integrates core financial applications seamlessly by eliminating duplicate data entry, streamlining processes, and reducing the need for paper forms.

In order to position the City to leverage a fully integrated system, Tyler also presented Munis Utility Billing CIS as a solution for electric, gas, and water operations that would reduce duplication of labor and data.

Tyler is the sole-source provider of a utility billing software that integrates with the Munis ERP. Likewise, Tyler Digital Health Department (DHD) is the only option for the Health Department that is fully integrated with Munis. Tyler Technologies' proprietary access to the database would simplify the conversion process from Eden to Munis and minimize costs for the City.

Furthermore, there are savings and benefits in utilizing a hosted (cloud based) Tyler Munis ERP. Tyler would perform all maintenance, updates, backups, and system server security which would reduce the City’s overtime, maintenance, and hardware costs. Information stored in Tyler’s data centers has secure data transmission, fully-redundant telecommunications access, and electrical power. Tyler conducts annual penetration testing and maintains industry standard intrusion detection and prevention systems to monitor and block malicious activity and protect its clients’ information.

Pursuant to Vernon Municipal Code (VMC) §2.17.12(A)(5), this type of purchase is exempt from competitive bidding through piggybacking, stating that competitive bidding shall not be required for contracts with other public agencies, associations or when supplies, equipment or services can be purchased from a vendor offering the same prices, terms and conditions as in a previous award from the City or another public agency either by competitive bid or through a negotiated process. It is in the opinion of the Finance Director that it is to the advantage of the City to proceed with the proposed purchase in this manner. As such, the purchase is also exempt from the competitive selection pursuant to VMC §2.17.12(B)(1).

The City of Vernon is a member of a Joint Powers Authority known as Sourcewell, formerly known as NJPA. Sourcewell’s analysts streamline the procurement process by developing requests for proposals that meet or exceed the purchasing requirements set forth by numerous local agencies, including the City of Vernon. Sourcewell holds hundreds of competitively solicited cooperative contracts ready for use. In particular, Sourcewell Contract 110515-IT (Contract) gives access and special pricing for 10% discount on license fees. However, Tyler has offered to honor the current license fees paid by the City which results in a greater discount. It should also be noted that the three-year maximum agreement per the City's municipal code may be considered commercially unreasonable, since implementation and deployment will span up to three years. Therefore, an amendment to this Agreement would be presented to the Council at the end of its three-year term.

The proposed agreement has been reviewed and approved as to form by the City Attorney’s Office.

Fiscal Impact:

Total project cost as noted below will span several fiscal years and will be built into each fiscal year budget without the use of reserves.

The total cost of this implementation is estimated not-to-exceed $3,439,726. This sum incorporates $373,203 in recurring annual fees, $1,934,820 in one-time implementation fees, $819,000 reserved for three years of project management consulting to aid in the implementation, and $312,703 as a contingency reserve. City staff will return to City Council for approval of a project management consulting agreement prior to formal kickoff of the project.

The 2020/2021 Information Technology department approved budget includes $900,000 for EnerGov.

Additionally, Vernon was awarded $160,000 by the State of California to help with the cost of a new permit system. There are sufficient funds available to cover the remaining $2,379,726 in capital requirements necessary to complete this upgrade.

Attachments:

1. Software as a Service Agreement with Tyler Technologies, Inc. 1 SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. (“Tyler”) and the City of Vernon, California (“Client”).

WHEREAS, Client is a member of Sourcewell (formerly known as National Joint Powers Alliance) (“Sourcewell”) under member number 20131.

WHEREAS, Tyler participated in the competitive bid process in response to Sourcewell RFP #110515 by submitting a proposal, on which Sourcewell awarded Tyler a Sourcewell contract, numbered 110515-TTI (hereinafter, the “Sourcewell Contract”);
WHEREAS, documentation of the Sourcewell competitive bid process, as well as Tyler’s contract with and pricing information for Sourcewell is available at https://sourcewell-mn.gov/cooperativepurchasing/; and WHEREAS, pursuant to Vernon Municipal Code (VMC) §2.17.12(A)(5), this type of purchase is exempt from competitive bidding as a piggyback contract, stating “(A) Competitive bidding shall not be required for the following: […] (5) Contracts (a) with other public agencies, associations or when supplies, equipment or services can be purchased from a vendor offering the same prices, terms and conditions as in a previous award from the City or another public agency either by competitive bid or through a negotiated process and, in the opinion of the Finance Director, it is to the advantage of the City to do so.” As such the purchase is also exempt from the competitive selection pursuant to VMC §2.17.12(B)(1).

WHEREAS, Client desires to purchase off the Sourcewell Contract to procure Tyler Munis and EnerGov software functionality from Tyler, which Tyler agrees to deliver pursuant to the Sourcewell Contract and under the terms and conditions set forth below;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows:

SECTION A – DEFINITIONS
• “Agreement” means this Software as a Services Agreement. • “Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B.
• “Client” means the City of Vernon, California.
• “Data” means your data necessary to utilize the Tyler Software. • “Data Storage Capacity” means the contracted amount of storage capacity for your Data identified in the Investment Summary.
• “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future 2 functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation.
• “Defined Users” means the number of concurrent users (Munis) and named users (EnerGov and DHD) that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in the Investment Summary.
• “Developer” means a third party who owns the intellectual property rights to Third Party Software.
• “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement.
• “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • “Investment Summary” means the agreed upon cost proposal for the products and services attached as Exhibit A, Schedule 2 (Munis), Schedule 3 (EnerGov) and Schedule 4 (DHD). • “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B.
• “SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary. • “SaaS Services” means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services. • “SLA” means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C.
• “Statement of Work” means the industry standard implementation plan describing how our professional services will be provided to implement the Tyler Software, and outlining your and our roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit E.
• “Support Call Process” means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C.
• “Third Party Hardware” means the third party hardware, if any, identified in the Investment Summary.
• “Third Party Products” means the Third Party Software and Third Party Hardware. • “Third Party Services” means the third party services, if any, identified in the Investment Summary.
• “Third Party Software” means the third party software, if any, identified in the Investment Summary.
• “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Software, as applicable and attached as Exhibit D. • “Tyler” means Tyler Technologies, Inc., a Delaware corporation. • “Tyler Software” means our proprietary software, including any integrations, custom 3 modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.
• “we”, “us”, “our” and similar terms mean Tyler.
• “you” and similar terms mean Client.

SECTION B – LICENSE GRANT AND SAAS SERVICES

1. Rights Granted.

1.1 We grant to you a license to use the Tyler Software, if and listed in the Investment Summary, for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement including, without limitation, Section B(4). We will make any such software available to you for download.

1.2 We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA or, for DHD modules set forth in Exhibit A, Schedule 4, the Annual Support and Hosting Statement of Work (the “Support SOW”) attached hereto as Exhibit G. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, as further described in Section C(9) or the Support SOW, as applicable.

2. Fees. You agree to pay us the license fees and SaaS Fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount of Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in Section H(1).

In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s).

3. Ownership.

3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.

3.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only.

3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services.

4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations; 4 (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement.

5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in either the Support SOW or Section C(9), below. For maintenance and support services provided pursuant to Section C(9), the SLA and our then current Support Call Process will also apply.

6. SaaS Services.

6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 18. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. Upon execution of a mutually agreeable Non-Disclosure Agreement (“NDA”), we will provide you with a summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which you make a written request, we will provide that same information.

6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In either event, databases containing your Data will be dedicated to you and inaccessible to our other customers.

6.3 Our Tyler data centers have fully-redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event 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. 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 5 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. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request.

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.

6.8 We provide secure Data transmission paths between each of your workstations and our servers.

6.9 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel.

Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access.

6.10 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/aboutus/compliance, and in the event of any change in our status, will comply with applicable notice requirements.

7. License Rights Terminate Upon Migration. When Tyler makes Tyler Software discounted 100% in the Investment Summary (the “Evergreen Modules”) licensed pursuant to this Agreement available to the Client for use in live production, the license to the Tyler software listed in Exhibit A, Schedule 1 (hereafter, “Migration Modules”) terminates, as do Tyler’s maintenance, support, and/or update obligations for such software.

SECTION C – PROFESSIONAL SERVICES

1. Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary and described in the Statement of Work.

2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you 6 the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours.

3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote.

4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments.

5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you.

6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols, City Hall operating hours and/or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.

7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies.

8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission).

9. Maintenance and Support. For the Tyler Software set forth in Exhibit A Schedules 1 and 2, for so long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will:

9.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to 7 any applicable release life cycle policy);

9.2 provide telephone support during our established support hours;

9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services;

9.4 make available to you all major and minor releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and

9.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy.

We will use all reasonable efforts to perform support services remotely. Currently, we use a thirdparty secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols.

If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain your VPN for backup connectivity purposes.

For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design; (c) other consulting services; or (d) support outside our normal business hours as listed in our then-current Support Call Process. Requested services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks’ advance notice.

10. Support of Migration Modules. Beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement, and contingent upon Client’s timely payment of annual SaaS Fees for Tyler Evergreen Modules, Client is entitled to receive, at no additional charge, maintenance and support for the Migration Modules until Tyler makes the Tyler Evergreen Modules available for use in live production.

SECTION D – THIRD PARTY PRODUCTS

1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.
8 2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party Software and related documentation for internal business purposes only. Your rights to the Third Party Software will be governed by the Third Party Terms.

3. Third Party Products Warranties.

3.1 We are authorized by each Developer to grant access to the Third Party Software.

3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware.

3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products.

4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third-party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy.

SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES

1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2).

2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.

You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so.

SECTION F – TERM AND TERMINATION

1. Term. The initial term of this Agreement is three (3) years from the first day of the first month following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the initial term, to the extent permitted by Client’s municipal code and/or as approved by the Vernon City Council, this Agreement may be renewed by written amendment to this Agreement at our thencurrent SaaS Fees. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement.
9 2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2).

2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don’t cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate.

2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section H(3).

2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more.

2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience.

2.5 Fees for Termination without Cause during Initial Term. If you terminate this Agreement during the initial term for any reason other than cause, Force Majeure, or lack of appropriations, or if we terminate this Agreement during the initial term for your failure to pay SaaS Fees, you shall pay us the following early termination fees:
a. if you terminate during the first year of the initial term, 100% of the SaaS Fees through the date of termination plus 15% of the SaaS Fees then due for the remainder of the initial term;
b. if you terminate during the second year of the initial term, 100% of the SaaS Fees through the date of termination plus 10% of the SaaS Fees then due for the remainder of the initial term; and
c. if you terminate after the second year of the initial term, 100% of the SaaS Fees through the date of termination plus 5% of the SaaS Fees then due for the remainder of the initial term.

SECTION G – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE

1. Intellectual Property Infringement Indemnification.

1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation 10 infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.

1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties, or your willful infringement.

1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement.

1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.

2. General Indemnification.

2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.

2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement.

We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense.

3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO

THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER

WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT

NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR 11 FITNESS FOR A PARTICULAR PURPOSE.

4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,

OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY

OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO

YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES

ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN

RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER

APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2).

5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR

CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request.

SECTION H – GENERAL TERMS AND CONDITIONS

1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then-current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum.

2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date.

3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute under this Agreement. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non- 12 binding mediation in an effort to resolve the dispute, with each party bearing their own costs. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.

4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement.

5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law.

6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.

Citizenship and Immigration Services Verification Division for all of our employees assigned to your project.

7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld.

8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets.

9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event.

10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms.

11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, 13 and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party.

12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law.

13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter.

14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.

15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party.

16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials.

17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties.

Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar 14 applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law.

18. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license.

19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law.

20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature.

Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement.

21. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement.

22. Client Trademarks. For clients licensing DHD Tyler Software only:
a. During the Term, Client hereby grants Tyler a nonexclusive, paid-up, nontransferable right to use Client’s trademarks, trade names, service marks, logos, trade dress, trade name, or other indicia of sources or origin of Client (“Client Marks”) for purposes of providing the SaaS Services pursuant to the Agreement. The Client Marks are and will remain the exclusive property of Client and this Agreement gives Tyler no rights therein except for a limited license to reproduce the Client Marks for the sole purpose of allowing Tyler to provide services pursuant to the terms of this Agreement and as otherwise contemplated by this Agreement. All goodwill associated with the Client Marks will inure to the benefit of Client.
b. Client warrants that Client Marks and Data furnished by Client to Tyler will not infringe or misappropriate any patent, copyright, trademark, or other proprietary right of any third party. To the extent necessary to provide the SaaS Services, Client represents and warrants that it will provide all access to and information about Client Marks and Data in a timely manner. Client represents and warrants that (a) it has all rights necessary and appropriate to allow Tyler and its contractors to access and use the Client Marks and Data, and (b) it will not take or allow to be taken and action that would result in any harmful code or materials to be provided or submitted to Tyler.
15 23. Contract Documents. This Agreement includes the following exhibits:

Exhibit A Investment Summary
Schedule 1: Migration Modules
Schedule 2: Munis Investment Summary
Schedule 3: EnerGov Investment Summary
Schedule 4: DHD Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Schedule 1: DocOrigin End User License Agreement
Schedule 2: MyGovPay/VirtualPay and IVR
Exhibit E Statement of Work
Exhibit F Modifications
Exhibit G Annual Support and Hosting Statement of Work (DHD Only) IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below.

Tyler Technologies, Inc. City of Vernon, California
By: By:

Name: Name:

Title: Title:

Date: Date:

Address for Notices: Address for Notices:

Tyler Technologies, Inc. City of Vernon
One Tyler Drive 4305 S. Santa Fe Avenue
Yarmouth, ME 04096 Vernon, CA 90058
Attention: Chief Legal Officer Attention: ______________________________ Carlos Fandino
City Administrator
Finance Director
ATTEST:
__________________________
Lisa Pope, City Clerk
APPROVED AS TO FORM:
__________________________
Arnold M. Alvarez-Glasman,
Interim City Attorney
Exhibit A
1 Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Exhibit A
Schedule 1
1 Exhibit A
Schedule 1
Migration Modules
Accounts Receivable Support
Contract Management Support
Fixed Assets Support
GL/AP/PG Support
GASB Support
Inventory Support
Payroll Support
Project Accounting Support
State Package Support
Tyler Output Processing Support
Applicant Tracking Support
Code Enforcement Support
Applicant Tracking Support Web
Human Resources Support
LaserFiche interface Support
Accounts Payable Support Web
Tyler Payments - Hosting Fee
Accounts Receivable Support Web
Business Licensing Support
Licensing Support Web
Parcel Manager Support
Bid & Quote Support
Permits & Inspections Support
Tyler Cashiering Support
Bid & Quote Support Web
Contract Management Support Web
CAFR Statement Builder Upgrade Support
Quoted By: Jason Cloutier
Date: 10/14/2020
Quote Expiration: 7/26/2020
Quote Name: City of Vernon-ERP-Munis
Quote Number: 2020-101542-3
Quote Description: Munis Tyler Hosted (Updated 10/14/2020) Sales Quotation For
City of Vernon
4305 S Santa Fe Ave
Vernon, CA 90058-1714
Phone +1 (323) 583-8811
SaaS
Description Annual Fee Net # Years Total SaaS Fee Impl. Hours Productivity:

Munis Analytics & Reporting $30,256.00 3.0 $90,768.00 104 Additional:

Accounting/GL $34,676.00 3.0 $104,028.00 0
Accounts Payable $10,278.00 3.0 $30,834.00 0
Budgeting $10,278.00 3.0 $30,834.00 0
Capital Assets $9,893.00 3.0 $29,679.00 0
Cash Management $7,121.00 3.0 $21,363.00 0
Contract Management $4,446.00 3.0 $13,338.00 0
Inventory $9,893.00 3.0 $29,679.00 0
Project and Grant Accounting $7,151.00 3.0 $21,453.00 0 Purchasing $17,259.00 3.0 $51,777.00 0
ExecuTime Time & Attendance $6,782.00 3.0 $20,346.00 0
ExecuTime Time & Attendance Mobile Access $1,798.00 3.0 $5,394.00 0 Human Resource and Talent Management $3,835.00 3.0 $11,505.00 0 Payroll w/ESS $4,738.00 3.0 $14,214.00 0
Accounts Receivable $8,595.00 3.0 $25,785.00 0
General Billing $4,730.00 3.0 $14,190.00 0
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 1 of 10 Exhibit A
Schedule 2
Tyler Cashiering $12,910.00 3.0 $38,730.00 0
Tyler Ready Forms Processing $8,017.00 3.0 $24,051.00 0 Tyler Content Manager SE $12,512.00 3.0 $37,536.00 0
eProcurement $6,782.00 3.0 $20,346.00 0
UB Interface $1,836.00 3.0 $5,508.00 0
Utility Billing CIS $8,341.00 3.0 $25,023.00 0
IVR Gateway $4,663.00 3.0 $13,989.00 0
Citizen Self Service $10,440.00 3.0 $31,320.00 0
TOTAL: $237,230.00 $711,690.00 104
Tyler Software and Related Services
Description License Impl. Hours Impl. Cost Data Conversion Module Total Year One Maintenance Financials:

Accounting/GL $119,655.00 256 $44,800.00 $20,000.00 $184,455.00 $0.00 Accounts Payable $35,467.00 72 $12,600.00 $0.00 $48,067.00 $0.00 Budgeting $35,467.00 96 $16,800.00 $0.00 $52,267.00 $0.00 Capital Assets $34,139.00 112 $19,600.00 $0.00 $53,739.00 $0.00 Cash Management $24,573.00 72 $12,600.00 $0.00 $37,173.00 $0.00 Contract Management $15,346.00 56 $9,800.00 $0.00 $25,146.00 $0.00 Inventory $34,139.00 112 $19,600.00 $0.00 $53,739.00 $0.00 Project & Grant Accounting $24,676.00 88 $15,400.00 $0.00 $40,076.00 $0.00 Purchasing $59,553.00 256 $44,800.00 $0.00 $104,353.00 $0.00 Human Capital Management:

ExecuTime Time & Attendance (350) $21,065.00 128 $22,400.00 $0.00 $43,465.00 $0.00 ExecuTime Time & Attendance Mobile Access $5,585.00 0 $0.00 $0.00 $5,585.00 $0.00 Human Resources & Talent Management $13,231.00 88 $15,400.00 $7,000.00 $35,631.00 $0.00 Payroll w/ESS $16,351.00 168 $29,400.00 $11,800.00 $57,551.00 $0.00 Revenue:

Accounts Receivable $29,663.00 168 $29,400.00 $0.00 $59,063.00 $0.00 General Billing $16,322.00 96 $16,800.00 $11,200.00 $44,322.00 $0.00 Tyler Cashiering $44,552.00 72 $12,600.00 $0.00 $57,152.00 $0.00 UB Interface $5,102.00 24 $4,200.00 $0.00 $9,302.00 $0.00 Utility Billing CIS $15,811.00 472 $82,600.00 $27,200.00 $125,611.00 $0.00 2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 2 of 10 Exhibit A
Schedule 2
Tyler Software and Related Services
Description License Impl. Hours Impl. Cost Data Conversion Module Total Year One Maintenance Productivity:

Tyler ReadyForms Processing (including
Common Form Set)
$24,900.00 0 $0.00 $0.00 $24,900.00 $0.00
Tyler Content Manager SE $43,180.00 64 $11,200.00 $0.00 $54,380.00 $0.00 IVR Gateway $12,954.00 48 $8,400.00 $0.00 $21,354.00 $0.00 eProcurement $23,407.00 56 $9,800.00 $0.00 $33,207.00 $0.00 Citizen Self Service $29,663.00 96 $16,800.00 $0.00 $46,463.00 $0.00 Sub-Total: $684,801.00 $455,000.00 $77,200.00 $1,217,001.00 $0.00 Less Discount: $478,561.00 $0.00 $38,600.00 $517,161.00 $0.00 TOTAL: $206,240.00 2600 $455,000.00 $38,600.00 $699,840.00 $0.00 Other Services
Description Quantity Unit Price Unit Discount Extended Price Modification: Time of use electric billing - July 2022 Release (Version 2022.2)
1 $60,000.00 $0.00 $60,000.00
Modification: KVAR billing calculation -- July 2022 Release (Version 2022.2)
1 $10,000.00 $0.00 $10,000.00
Munis Executive Insights Implementation 1 $10,500.00 $0.00 $10,500.00 Project Management 336 $175.00 $0.00 $58,800.00
Tyler ReadyForms Processing Configuration 1 $3,000.00 $0.00 $3,000.00 VPN Device 1 $4,000.00 $0.00 $4,000.00
TOTAL: $146,300.00
3rd Party Hardware, Software and Services
Description Quantity Unit Price Unit Discount Total Price Unit Maintenance Unit Maintenance Discount
Total Year One
Maintenance
Tyler Secure Signature System with 2
Keys
1 $1,650.00 $0.00 $1,650.00 $0.00 $0.00 $0.00
3rd Party Hardware Sub-Total: $0.00 $1,650.00 $0.00
TOTAL: $1,650.00 $0.00
Summary One Time Fees Recurring Fees
Total Tyler Software $206,240.00 $0.00
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 3 of 10 Exhibit A
Schedule 2
Summary One Time Fees Recurring Fees
Total SaaS $0.00 $237,230.00
Total Tyler Services $639,900.00 $0.00
Total 3rd Party Hardware, Software and
Services
$1,650.00 $0.00
Summary Total $847,790.00 $237,230.00
Contract Total
(Excluding Estimated Travel Expenses)
$1,559,480.00
Estimated Travel Expenses $156,180.00
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 4 of 10 Exhibit A
Schedule 2
Detailed Breakdown of Conversions (included in Contract Total) Description Unit Price Unit Discount Extended Price
Accounting - Actuals up to 3 years $2,000.00 $1,000.00 $1,000.00 Accounting - Budgets up to 3 years $2,000.00 $1,000.00 $1,000.00 Accounting Standard COA $3,000.00 $1,500.00 $1,500.00
Accounts Payable - Checks up to 5 years $4,500.00 $2,250.00 $2,250.00 Accounts Payable - Invoice up to 5 years $5,500.00 $2,750.00 $2,750.00 Accounts Payable Standard Master $3,000.00 $1,500.00 $1,500.00 General Billing - Bills up to 5 years $5,000.00 $2,500.00 $2,500.00 General Billing - Recurring Invoices $4,000.00 $2,000.00 $2,000.00 General Billing Std CID $2,200.00 $1,100.00 $1,100.00
Human Resources - Certifications $1,400.00 $700.00 $700.00 Human Resources - Education $1,400.00 $700.00 $700.00
Human Resources - PM Action History up to 5 years $1,400.00 $700.00 $700.00 Human Resources - Position Control $1,400.00 $700.00 $700.00 Human Resources - Recruiting $1,400.00 $700.00 $700.00
Payroll - Accrual Balances $1,500.00 $750.00 $750.00
Payroll - Accumulators up to 5 years $1,400.00 $700.00 $700.00 Payroll - Check History up to 5 years $1,200.00 $600.00 $600.00 Payroll - Deductions $1,800.00 $900.00 $900.00
Payroll - Earning/Deduction Hist up to 5 years $2,500.00 $1,250.00 $1,250.00 Payroll - Standard $2,000.00 $1,000.00 $1,000.00
Payroll - State Retirement Tables $1,400.00 $700.00 $700.00 Utility Billing - Assessments $1,200.00 $600.00 $600.00 Utility Billing - Backflow $1,200.00 $600.00 $600.00
Utility Billing - Balance Forward AR $5,600.00 $2,800.00 $2,800.00 Utility Billing - Budget Billing $3,600.00 $1,800.00 $1,800.00 Utility Billing - Consumption History up to 5 years $2,000.00 $1,000.00 $1,000.00 Utility Billing - Flat Inventory/Containers $3,600.00 $1,800.00 $1,800.00 Utility Billing - Service Orders $2,300.00 $1,150.00 $1,150.00 Utility Billing - Services $3,600.00 $1,800.00 $1,800.00 Utility Billing - Standard $4,100.00 $2,050.00 $2,050.00 2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 5 of 10 Exhibit A
Schedule 2
Detailed Breakdown of Conversions (included in Contract Total) Description Unit Price Unit Discount Extended Price
TOTAL: $38,600.00
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 6 of 10 Exhibit A
Schedule 2
Optional SaaS
Description Annual Fee Net # Years Total SaaS Fee Impl. Hours Additional:

Socrata Open Finance $28,000.00 3.0 $84,000.00 0
Tyler Detect $37,000.00 3.0 $111,000.00 0
TOTAL: $65,000.00 $195,000.00 0
Optional Other Services
Description Quantity Unit Price Discount Extended Price Install Fee - Socrata Open Finance 1 $7,000.00 $0.00 $7,000.00 Install Fee - Tyler Detect 1 $1,000.00 $0.00 $1,000.00
TOTAL: $8,000.00
Optional 3rd Party Hardware, Software and Services
Description Quantity Unit Price Unit Discount Total Price Unit Maintenance Unit Maintenance Discount
Total Year One
Maintenance
Cash Drawer 1 $260.00 $0.00 $260.00 $0.00 $0.00 $0.00
Hand Held Scanner - Model 1950GSR 1 $450.00 $0.00 $450.00 $0.00 $0.00 $0.00 Hand Held Scanner Stand 1 $30.00 $0.00 $30.00 $0.00 $0.00 $0.00 ID Tech MiniMag USB Reader 1 $62.00 $0.00 $62.00 $0.00 $0.00 $0.00 Printer (TM-S9000) 1 $1,623.00 $0.00 $1,623.00 $0.00 $0.00 $0.00 3rd Party Hardware Sub-Total: $0.00 $2,425.00 $0.00
TOTAL: $2,425.00 $0.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held for six (6) months from the Quote date or the Effective Date of the contract, whichever is later.

Customer Approval: Date:

Print Name: P.O. #:

All primary values quoted in US Dollars
2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 7 of 10 Exhibit A
Schedule 2
Tyler Discount Detail
Description License License Discount License Net Maintenance Basis
Year One Maint
Discount
Year One Maint
Net
Financials:

Accounting/GL $119,655.00 $119,655.00 $0.00 $0.00 $0.00 $0.00 Accounts Payable $35,467.00 $35,467.00 $0.00 $0.00 $0.00 $0.00 Budgeting $35,467.00 $35,467.00 $0.00 $0.00 $0.00 $0.00 Capital Assets $34,139.00 $34,139.00 $0.00 $0.00 $0.00 $0.00 Cash Management $24,573.00 $0.00 $24,573.00 $0.00 $0.00 $0.00 Contract Management $15,346.00 $15,346.00 $0.00 $0.00 $0.00 $0.00 Inventory $34,139.00 $34,139.00 $0.00 $0.00 $0.00 $0.00 Project & Grant Accounting $24,676.00 $24,676.00 $0.00 $0.00 $0.00 $0.00 Purchasing $59,553.00 $59,553.00 $0.00 $0.00 $0.00 $0.00 Payroll/HR:

ExecuTime Time & Attendance (350) $21,065.00 $0.00 $21,065.00 $0.00 $0.00 $0.00 ExecuTime Time & Attendance Mobile Access $5,585.00 $0.00 $5,585.00 $0.00 $0.00 $0.00 Human Resources & Talent Management $13,231.00 $13,231.00 $0.00 $0.00 $0.00 $0.00 Payroll w/ESS $16,351.00 $16,351.00 $0.00 $0.00 $0.00 $0.00 Revenue:

Accounts Receivable $29,663.00 $29,663.00 $0.00 $0.00 $0.00 $0.00 General Billing $16,322.00 $16,322.00 $0.00 $0.00 $0.00 $0.00 Tyler Cashiering $44,552.00 $44,552.00 $0.00 $0.00 $0.00 $0.00 UB Interface $5,102.00 $0.00 $5,102.00 $0.00 $0.00 $0.00 Utility Billing CIS $15,811.00 $0.00 $15,811.00 $0.00 $0.00 $0.00 Productivity:

Citizen Self Service $29,663.00 $0.00 $29,663.00 $0.00 $0.00 $0.00 eProcurement $23,407.00 $0.00 $23,407.00 $0.00 $0.00 $0.00 IVR Gateway $12,954.00 $0.00 $12,954.00 $0.00 $0.00 $0.00 Tyler Content Manager SE $43,180.00 $0.00 $43,180.00 $0.00 $0.00 $0.00 Tyler ReadyForms Processing (including
Common Form Set)
$24,900.00 $0.00 $24,900.00 $0.00 $0.00 $0.00
TOTAL: $684,801.00 $478,561.00 $206,240.00 $0.00 $0.00 $0.00 2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 8 of 10 Exhibit A
Schedule 2
Comments
Tyler recommends the use of a 128-bit SSL Security Certificate for any Internet Web Applications, such as the Munis Web Client and the MUNIS Self Service applications if hosted by the Client. This certificate is required to encrypt the highly sensitive payroll and financial information as it travels across the public internet. There are various vendors who sell SSL Certificates, with all ranges of prices.

Conversion prices are based on a single occurrence of the database. If additional databases need to be converted, these will need to be quoted.

Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the size and scope of your project. The actual amount of services depends on such factors as your level of involvement in the project and the speed of knowledge transfer.

Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.

Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely, but can be done onsite upon request at an additional cost.

In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.

Implementation hours are scheduled and delivered in four (4) or eight (8) hour increments.

Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.

The Tyler Software Product Tyler ReadyForms Processing must be used in conjunction with a Hewlett Packard printer supported by Tyler for printing checks.

Any forms included in this quote are based on the standard form templates provided. Custom forms, additional forms and any custom programming are subject to additional fees not included in this quote. The additional fees would be quoted at the time of request, generally during the implementation of the forms. Please note that the form solution provided requires the use of approved printers. You may contact Tyler's support team for the most current list of approved printers.

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 1095C and 1099 R.

General Billing library includes: 1 invoice, 1 statement, 1 general billing receipt and 1 miscellaneous receipt.

Includes digitizing two signatures, additional charges will apply for additional signatures.

Project Management includes project planning, kickoff meeting, status calls, task monitoring, verification and transition to support. 2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 9 of 10 Exhibit A
Schedule 2
Comments
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 $5,000 per TB.

Financial library includes: 1 A/P check, 1 EFT/ACH, 1 Purchase order, 1099M, 1099INT, 1099S, and 1099G.

The Munis SaaS fees are based on 175 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.

Development modifications, interfaces and services, where applicable, shall be invoiced to the client in the following manner: 50% of total upon authorized signature to proceed on program specifications and the remaining 50% of total upon delivery of modifications, interface and services.

As a new Tyler client, you are entitled to a 30-day trial of the Tyler Detect cybersecurity service. Please reference https://www.tylertech.com/services/tyler-detect for more information on the service and contact [email protected] to initiate the trial. 2020-101542-3 - Munis Tyler Hosted (Updated 10/14/2020) CONFIDENTIAL 10 of 10 Exhibit A
Schedule 2
Quoted By: Christina Young
Date: 10/13/2020
Quote Expiration: 12/31/2020
Quote Name: Vernon-ERP-EnerGov
Quote Number: 2019-95055-2
Quote Description: EnerGov - Full Suite - SaaS
Sales Quotation For
City of Vernon
4305 S Santa Fe Ave
Vernon, CA 90058-1714
Phone +1 (323) 583-8811
SaaS One Time Fees
Description # Years Annual Fee Impl. Hours Impl. Cost Data Conversion Additional:

Tyler 311/Incident Management - Software 3.0 $17,600.00 0 $0.00 $0.00 EnerGov Community Development Suite (15) - Software 3.0 $18,000.00 0 $0.00 $0.00 EnerGov Citizen Self Service - Business Management - Software 3.0 $14,000.00 0 $0.00 $0.00 EnerGov Citizen Self Service - Community Development - Software 3.0 $14,000.00 0 $0.00 $0.00 EnerGov e-Reviews - Software 3.0 $21,600.00 0 $0.00 $0.00 Tyler GIS (30) - Software 3.0 $6,000.00 0 $0.00 $0.00
EnerGov iG Workforce Apps (15) - Software 3.0 $6,000.00 0 $0.00 $0.00 EnerGov Report Toolkit - Software 3.0 $2,000.00 0 $0.00 $0.00 EnerGov Business Management Suite (5) - Software 3.0 $6,000.00 0 $0.00 $0.00 EnerGov Content Management API - Software 3.0 $3,200.00 0 $0.00 $0.00 EnerGovAdv Server Extensions Bundle - Software 3.0 $6,400.00 0 $0.00 $0.00 TOTAL: $114,800.00 0 $0.00 $0.00
Tyler Software and Related Services
Description License Impl. Hours Impl. Cost Data Conversion Module Total Year One Maintenance Additional:
2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 1 of 8 Exhibit A
Schedule 3
Tyler Software and Related Services
Description License Impl. Hours Impl. Cost Data Conversion Module Total Year One Maintenance EnerGovAdv Server Extensions Bundle $16,000.00 176 $30,800.00 $0.00 $46,800.00 $0.00 EnerGov Business Management Suite (5) $15,000.00 508 $88,900.00 $15,275.00 $119,175.00 $0.00 EnerGov Citizen Self Service - Business
Management
$35,000.00 48 $8,400.00 $0.00 $43,400.00 $0.00
EnerGov Citizen Self Service - Community
Development
$35,000.00 48 $8,400.00 $0.00 $43,400.00 $0.00
EnerGov Community Development Suite (15) $45,000.00 1280 $224,000.00 $34,075.00 $303,075.00 $0.00 EnerGov Content Management API $8,000.00 100 $17,500.00 $0.00 $25,500.00 $0.00 EnerGov e-Reviews $54,000.00 152 $26,600.00 $0.00 $80,600.00 $0.00 EnerGov iG Workforce Apps (15) $15,000.00 40 $7,000.00 $0.00 $22,000.00 $0.00 EnerGov Report Toolkit $5,000.00 0 $0.00 $0.00 $5,000.00 $0.00 Tyler 311/Incident Management $44,000.00 110 $19,250.00 $0.00 $63,250.00 $0.00 Tyler GIS (30) $15,000.00 0 $0.00 $0.00 $15,000.00 $0.00 Sub-Total: $287,000.00 $430,850.00 $49,350.00 $767,200.00 $0.00 Less Discount: $39,300.00 $0.00 $0.00 $39,300.00 $0.00
TOTAL: $247,700.00 2462 $430,850.00 $49,350.00 $727,900.00 $0.00 Other Services
Description Quantity Unit Price Unit Discount Extended Price EnerGov Business Management Forms Library (6 Forms) 1 $10,200.00 $0.00 $10,200.00 EnerGov Community Development Forms Library (5 Forms) 1 $10,200.00 $0.00 $10,200.00 Project Management 304 $175.00 $0.00 $53,200.00
TOTAL: $73,600.00
Summary One Time Fees Recurring Fees
Total Tyler Software $247,700.00 $0.00
Total SaaS $0.00 $114,800.00
Total Tyler Services $553,800.00 $0.00
Total 3rd Party Hardware, Software and
Services
$0.00 $0.00
Summary Total $801,500.00 $114,800.00
Contract Total $1,145,900.00
2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 2 of 8 Exhibit A
Schedule 3
Detailed Breakdown of Conversions (included in Contract Total) Description Unit Price Unit Discount Extended Price
EnerGov Business Management $15,275.00 $0.00 $15,275.00 EnerGov Community Development $34,075.00 $0.00 $34,075.00 TOTAL: $49,350.00
2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 3 of 8 Exhibit A
Schedule 3
Optional SaaS One Time Fees
Description # Years Annual Fee Impl. Hours Impl. Cost Data Conversion Additional:

Tyler Content Manager SE-Software- 3.0 $27,000.00 0 $0.00 $0.00 TOTAL: $27,000.00 0 $0.00 $0.00
Optional Tyler Software & Related Services
Description License Impl. Hours Impl. Cost Data Conversion Module Total Year One Maintenance Productivity:

Tyler Content Manager SE $75,000.00 0 $0.00 $0.00 $75,000.00 $0.00 TOTAL: $75,000.00 0 $0.00 $0.00 $75,000.00 $0.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held for six (6) months from the Quote date or the Effective Date of the contract, whichever is later.

Customer Approval: Date:

Print Name: P.O. #:

All primary values quoted in US Dollars
Tyler Discount Detail
Description License License Discount License Net Maintenance Basis
Year One Maint
Discount
Year One Maint
Net
Additional:

EnerGovAdv Server Extensions Bundle $16,000.00 $0.00 $16,000.00 $0.00 $0.00 $0.00 EnerGov Business Management Suite (5) $15,000.00 $0.00 $15,000.00 $0.00 $0.00 $0.00 EnerGov Citizen Self Service - Business
Management
$35,000.00 $0.00 $35,000.00 $0.00 $0.00 $0.00
EnerGov Citizen Self Service - Community
Development
$35,000.00 $16,800.00 $18,200.00 $0.00 $0.00 $0.00
EnerGov Community Development Suite (15) $45,000.00 $22,500.00 $22,500.00 $0.00 $0.00 $0.00 EnerGov Content Management API $8,000.00 $0.00 $8,000.00 $0.00 $0.00 $0.00 2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 4 of 8 Exhibit A
Schedule 3
Tyler Discount Detail
Description License License Discount License Net Maintenance Basis
Year One Maint
Discount
Year One Maint
Net
EnerGov e-Reviews $54,000.00 $0.00 $54,000.00 $0.00 $0.00 $0.00 EnerGov iG Workforce Apps (15) $15,000.00 $0.00 $15,000.00 $0.00 $0.00 $0.00 EnerGov Report Toolkit $5,000.00 $0.00 $5,000.00 $0.00 $0.00 $0.00 Tyler 311/Incident Management $44,000.00 $0.00 $44,000.00 $0.00 $0.00 $0.00 Tyler GIS (30) $15,000.00 $0.00 $15,000.00 $0.00 $0.00 $0.00 TOTAL: $287,000.00 $39,300.00 $247,700.00 $0.00 $0.00 $0.00 2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 5 of 8 Exhibit A
Schedule 3
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement. • Fees for services included in this sales quotation shall be invoiced as indicated below. o Implementation and other professional services fees shall be invoiced as delivered. o Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module.
o Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis.
o Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. o If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. o Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement. • Expenses associated with onsite services are invoiced as incurred.

Conversion prices are based on a single occurrence of the database. If additional databases need to be converted, these will need to be quoted.

Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy. 2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 6 of 8 Exhibit A
Schedule 3
Comments
Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely, but can be done onsite upon request at an additional cost.

Implementation hours are scheduled and delivered in four (4) or eight (8) hour increments.

Project Management includes project planning, kickoff meeting, status calls, task monitoring, verification and transition to support.

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 $5,000 per TB.

EnerGov e-Reviews requires Bluebeam Studio Prime, at an estimated yearly subscription cost of $3,000/100 users. Further pricing detail is available by contacting Bluebeam at https://www.bluebeam.com/solutions/studio-prime
Business Management Forms Library Includes: 1 Licensing - Business License, 1 Licensing - Business License Renewal, 1 Licensing - Business License Delinquent, 1 Licensing - Profession License, 1 Licensing - Profession License Renewal, 1 Licensing --Profession License Delinquent.

Community Development Forms Library Includes: 1 Permits - Building, 1 Permits - Trade, 1 Planning - Certificate, 1 Permits - Occupancy/Completion, 1 Code - Violation Notice.

EnerGov Business Management: Tyler leads and owns the configuration of 15 unique business transactions, 15 template business transactions, 8 geo-rules and 8 automation events. Configuration elements beyond this will be owned by the client. 2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 7 of 8 Exhibit A
Schedule 3
Comments
EnerGov Community Development: Tyler leads and owns the configuration of 25 unique business transactions, 25 template business transactions, 15 geo-rules and 15 automation events. Configuration elements beyond this will be owned by the client. ***Services are listed as "not to exceed" per item***
2019-95055-2 - EnerGov - Full Suite - SaaS CONFIDENTIAL 8 of 8 Exhibit A
Schedule 3
Quoted By: Christina Young
Date: 10/14/2020
Quote Expiration: 1/12/2021
Quote Name: City of Vernon CA DHD
Quote Number: 2020-113368
Quote Description: City of Vernon CA DHD CUPA EH
Sales Quotation For
City of Vernon
4305 S Santa Fe Ave
Vernon, CA 90058-1714
Phone +1 (323) 583-8811
EnerGov SaaS - Silver
Description Term Monthly Fee Users/Units Annual Fee
Core Software:

EnerGov Community Health 3 $178.00 10 $21,360.00
Extensions:

EnerGov Citizen Self Service - (CH) Inspection Downloads Only 3 $88.00 Site License $1,051.00 Sub-Total: $22,411.00
Less Discount: $3,398.00
TOTAL: $19,013.00
EnerGov Professional Services
Description Hours/Units Unit Price Extended Price Year One Maintenance
Letters and Forms Development (5 pack) 4 $6,250.00 $25,000.00 $0.00 Professional Implementation Services 510 $185.00 $94,350.00 $0.00 TOTAL: $119,350.00 $0.00
2020-113368 - City of Vernon CA DHD CUPA EH CONFIDENTIAL 1 of 4 Exhibit A
Schedule 4
Summary One Time Fees Recurring Fees
Total Tyler Software $0.00 $0.00
Total SaaS $0.00 $19,013.00
Total Tyler Services $119,350.00 $0.00
Total 3rd Party Hardware, Software and
Services
$0.00 $0.00
Summary Total $119,350.00 $19,013.00
Year One Contract Total $138,363.00
Contract Total $176,389.00
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held for six (6) months from the Quote date or the Effective Date of the contract, whichever is later.

Customer Approval: Date:

Print Name: P.O. #:

All primary values quoted in US Dollars
2020-113368 - City of Vernon CA DHD CUPA EH CONFIDENTIAL 2 of 4 Exhibit A
Schedule 4
Comments
CUPA Programs
-CUPA configuration/implementation/PM/Training hours: 160 x $185/hour -Includes all hosting and data center services.
-Data Conversion from single source for Contact, Establishment, Permit, Inspection and Complaint Type. -Training provided via webinar, optional onsite available (travel billed at actual cost plus applicable agency fees).

CUPA Programs
-Includes up to (10) Reports, Forms, Printable Documents for Permits, Inspections and Complaints related to each CUPA Program as listed below.
-Includes all standard and pre-formatted data reports listed in the Reporting and Analysis module and up to (5) Custom Reports. • Aboveground Petroleum Storage Act (APSA) Program
• Area Plans for Hazardous Materials Emergencies
• California Accidental Release Prevention (CalARP) Program • Hazardous Materials Release Response Plans and Inventories (Business Plans) • Hazardous Material Management Plan (HMMP) and Hazardous Material Inventory Statements (HMIS) (California Fire Code) • Hazardous Waste Generator and Onsite Hazardous Waste Treatment (tiered permitting) Programs • Underground Storage Tank Program
-Includes up to (5) annual report modifications, including State mandated form changes for CUPA programs. -Includes all State mandated library modifications and fee updates for CUPA programs. -Additional modules, users, new functionality billed at prevailing rates. -CERS integration included.

Environmental Health Programs (Permits, Inspections, Violations) Environmental Health Programs
EH configuration/implementation/PM/Training hours: 350 x $185/hours Up to (10) EH Reports, forms, documents
Food Program
• Vehicles
• Fixed Facility
• Film Permitting
Storm Water Program
• Compliance/Evaluations/Reviews
Solid Waste Program
• Vehicles/Yards/Sites
• Medical Wastes
• Household Hazardous Wastes
2020-113368 - City of Vernon CA DHD CUPA EH CONFIDENTIAL 3 of 4 Exhibit A
Schedule 4
Comments
• E Wastes
Garment Program
• Manufacturing
• Commercial Laundry
Water/Waste-Water Systems
• Sampling/Monitoring
• Drinking Water
• Water supply
• Cross-connection/Back Flow
• Wells
• Liquid Wastes
Animal and Vector Control
• Traps/Inspections
Non-Food Vehicles
• Laundry Vehicles
• Offal/Rendering Vehicles
• Solid Waste Collection Vehicles
• Liquid Waste Vacuum Pumpers
2020-113368 - City of Vernon CA DHD CUPA EH CONFIDENTIAL 4 of 4 Exhibit A
Schedule 4
Exhibit B
1 Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.

Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement.

1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees will be at our then-current rates. Beginning on the commencement of the initial term, Client shall no longer be required to pay annual support fees for the Migration Modules.

2. License Fees. License fees are invoiced 100% on the date when we make the applicable Tyler Software available to you for downloading (the “Available Download Date”).

3. Other Tyler Software and Services.

3.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN.

3.2 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary.

3.3 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis.

3.4 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance to load the converted Data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis.

3.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the Exhibit B
2 specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in this Agreement.

3.6 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document.

4. Third Party Products.

4.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading.

4.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading.

4.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.

4.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary.

5. Expenses. The service rates in the Investment Summary do not include travel expenses.

Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available.

6. Credit for Prepaid Maintenance and Support Fees for Migration Modules. Client will receive a credit for the maintenance and support fees prepaid for the Migration Modules for the time period commencing on the commencement of the initial term, as set forth in Section F (1) of this Agreement. Migration Modules are listed at Exhibit A, Schedule 1 Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting [email protected].

Exhibit B
Schedule 1
1 Exhibit B
Schedule 1
Business Travel Policy

1. Air Travel

A. Reservations & Tickets

The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee’s total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee’s total trip duration, the connecting flight should be accepted.

Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required.

Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have many restrictions that outweigh the cost-savings.

B. Baggage Fees

Reimbursement of personal baggage charges are based on trip duration as follows:

• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags

Baggage fees for sports equipment are not reimbursable.

Exhibit B
Schedule 1
2 2. Ground Transportation
A. Private Automobile
Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations.

Employees who have been designated a home office should calculate miles from their home.

B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined.

C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately.

D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented.

3. Lodging
Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. “No shows” or cancellation fees are not reimbursable if the employee does not comply with the hotel’s cancellation policy.

Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.

Exhibit B
Schedule 1
3 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed.

4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration.

Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem.

Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required.

A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below.

Departure Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon
Return Day
Dinner
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.

The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows:

Breakfast 15%
Lunch 25%
Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.

Exhibit B
Schedule 1
4 5. Internet Access – Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable.

6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the “lowest practical coach fare” with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed.

When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable.

The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.

Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.

Exhibit C
1 Exhibit C
Service Level Agreement
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. All othersupport services are documented in the Support Call Process.

II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement.

Attainment: The percentage of time the Tyler Software is available during a calendar quarter, with percentages rounded to the nearest whole number.

Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third-party providers over whom we exercise no control.

Downtime: Those minutes during which the Tyler Software is not available for your use. Downtime does not include those instances in which only a Defect is present.

Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable of receiving, processing, and responding to requests, excluding maintenance windows, Client Error Incidents and Force Majeure.

III. Service Availability
The Service Availability of the Tyler Software is intended to be 24/7/365. We set Service Availability goals and measures whether we have met those goals by tracking Attainment. a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support incident number.

You must document, in writing, all Downtime that you have experienced during a calendar quarter. You must deliver such documentation to us within 30 days of a quarter’s end.

The documentation you provide must evidence the Downtime clearly and convincingly. It must include, for example, the support incident number(s) and the date, time and duration of the Downtime(s). b. Our Responsibilities
When oursupport team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of a Client Error Incident or Force Majeure). We will also work with you to resume normal operations.

Exhibit C
2 Upon timely receipt of your Downtime report, we will compare that report to our own outage logs and support tickets to confirm that Downtime for which we were responsible indeed occurred.

We will respond to your Downtime report within 30 day(s) of receipt. To the extent we have confirmed Downtime for which we are responsible, we will provide you with the relief set forth below. c. Client Relief
When a Service Availability goal is not met due to confirmed Downtime, we will provide you with relief that corresponds to the percentage amount by which that goal was not achieved, as set forth in the Client Relief Schedule below.

Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter will not exceed 5% of one quarter of the then-current SaaS Fee. The total credits confirmed by us in one or more quarters of a billing cycle will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption.

Every quarter, we will compare confirmed Downtime to Service Availability. In the event actual Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly basis:

Targeted Attainment Actual Attainment Client Relief
100% 98-99% Remedial action will be taken.
100% 95-97% 4% credit of fee for affected calendar quarter will be posted to next billing cycle
100% <95% 5% credit of fee for affected calendar quarter will be posted to next billing cycle
You may request a report from usthat documents the preceding quarter’s Service Availability, Downtime, any remedial actions that have been/will be taken, and any credits that may be issued.

IV. Applicability
The commitments set forth in this SLA do not apply during maintenance windows, Client Error Incidents, and Force Majeure.

We perform maintenance during limited windows that are historically known to be reliably low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you.

V. Force Majeure
You will not hold usresponsible for not meeting service levels outlined in this SLA to the extent any failure to do so is caused by Force Majeure. In the event of Force Majeure, we will file with you a signed request that said failure be excused. That writing will at least include the essential details and circumstances supporting our request for relief pursuant to this Section. You will not unreasonably withhold its acceptance of such a request.

Exhibit C
Schedule 1
1 Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support:
(1) Tyler Community – an on-line resource, Tyler Community provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation.
(2) On-line submission (portal) – for less urgent and functionality-based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website.
(3) Email – for less urgent situations, users may submit unlimited emails directly to the software support group.
(4) Telephone – for urgent or complex questions, users receive toll-free, unlimited telephone software support.

Support Resources
A number of additional resources are available to provide a comprehensive and complete support experience:
(1) Tyler Website – www.tylertech.com – for accessing client tools and other information including support contact information.
(2) Tyler Community – available through login, Tyler Community provides a venue for clients to support one another and share best practices and resources. (3) Knowledgebase – A fully searchable depository of thousands of documents related to procedures, best practices, release information, and job aides. (4) Program Updates – where development activity is made available for client consumption Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday – Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage across these time zones. Tyler’s holiday schedule is outlined below. There will be no support coverage on these days.

New Year’s Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
Labor Day
Exhibit C
Schedule 1
2 Issue Handling
Incident Tracking
Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique incident number. This system tracks the history of each incident. The incident tracking number is used to track and reference open issues when clients contact support. Clients may track incidents, using the incident number, through the portal at Tyler’s website or by calling software support directly.

Incident Priority
Each incident is assigned a priority number, which corresponds to the client’s needs and deadlines. The client is responsible for reasonably setting the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain “characteristics” may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the client towards clearly understanding and communicating the importance of the issue and to describe generally expected responses and resolutions.

Priority
Level Characteristics of Support Incident Resolution Targets 1 Critical
Support incident that causes (a)
complete application failure or
application unavailability; (b)
application failure or unavailability in
one or more of the client’s remote
location; or (c) systemic loss of multiple
essential system functions.

Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of the support incident. Tyler shall use commercially
reasonable efforts to resolve such support incidents or provide a circumvention procedure within one (1)
business day. For non-hosted customers, Tyler’s
responsibility for lost or corrupted Data is limited to assisting the client in restoring its last available database. 2 High
Support incident that causes (a)
repeated, consistent failure of essential
functionality affecting more than one
user or (b) loss or corruption of Data.

Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the support incident. Tyler shall use commercially
reasonable efforts to resolve such support incidents or provide a circumvention procedure within ten (10)
business days. For non-hosted customers, Tyler’s
responsibility for loss or corrupted Data is limited to assisting the client in restoring its last available database. 3 Medium
Priority Level 1 incident with an existing
circumvention procedure, or a Priority
Level 2 incident that affects only one
user or for which there is an existing
circumvention procedure.

Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of the support incident. Tyler shall use commercially
reasonable efforts to resolve such support incidents
without the need for a circumvention procedure with the next published maintenance update or service pack. For
non-hosted customers, Tyler’s responsibility for lost or corrupted Data is limited to assisting the client in
restoring its last available database.

Exhibit C
Schedule 1
3 Priority
Level Characteristics of Support Incident Resolution Targets 4 Noncritical
Support incident that causes failure of
non-essential functionality or a
cosmetic or other issue that does not
qualify as any other Priority Level.

Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days. Tyler shall use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future
version release.

Incident Escalation
Tyler Technology’s software support consists of four levels of personnel:
(1) Level 1: front-line representatives
(2) Level 2: more senior in their support role, they assist front-line representatives and take on escalated issues
(3) Level 3: assist in incident escalations and specialized client issues (4) Level 4: responsible for the management of support teams for either a single product or a product group
If a client feels they are not receiving the service needed, they may contact the appropriate Software Support Manager. After receiving the incident tracking number, the manager will follow up on the open issue and determine the necessary action to meet the client’s needs.

On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler encourages clients to communicate the level of urgency or priority of software support issues so that we can respond appropriately. A software support incident can be escalated by any of the following methods:
(1) Telephone – for immediate response, call toll-free to either escalate an incident’s priority or to escalate an issue through management channels as described above. (2) Email – clients can send an email to software support in order to escalate the priority of an issue (3) On-line Support Incident Portal – clients can also escalate the priority of an issue by logging into the client incident portal and referencing the appropriate incident tracking number.

Remote Support Tool
Some support calls require further analysis of the client’s database, process or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Support is able to quickly connect to the client’s desktop and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request.

Exhibit D
Schedule 1
1 Exhibit D
Schedule 1
DocOrigin End User License Agreement

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Exhibit D
Schedule 1
2 Exhibit D
Schedule 1
3 Exhibit D
Schedule 1
4 Exhibit D
Schedule 1
5 Exhibit D
Schedule 1
6 Exhibit D
Schedule 2
1 Exhibit D
Schedule 2
MyGovPay/VirtualPay and IVR

1. MyGovPay/VirtualPay Licensing. Access to MyGovPay and/or Virtual Pay is hereby granted if Customer elects to use MyGovPay or VirtualPay, products of Tyler Technologies (Powered by Persolvent), designed for Citizen Users to use for processing online payments.
(a) Special MyGovPay/VirtualPay Definitions.
“Merchant Agreement” means the agreement between Customer and Persolvent that provides for the Merchant Fees.
“Merchant Fees” means direct costs levied by Visa/Mastercard/Discover or other payment card companies for Interchange Fees, Dues, Assessments and Occurrence Fees, over which Tyler Technologies has no authority.
“MyGovPay” means the Product of Tyler Technologies that allows members of the public to pay for Customer’s services with a credit or other payment card on the Customer’s citizen-facing web portal. “Persolvent” means Persolvent, formerly BankCard Services Worldwide, a Payment Card Industry (PCI) compliant processing agent through which the EnerGov Software passes credit card transactions. “Use Fees” means the Technology Fees, Authorization Fees and Program/Convenience Fees as listed in Use Fees Table in Section 2, titled MyGovPay/VirtualPay.
“VirtualPay” means the Product of Tyler Technologies that allows the Customer to accept and process citizen user’s credit or other payment card using the EnerGov Software. (b) Conditions of Use. If customer elects to use MyGovPay and/or VirtualPay the following terms apply:
(1) Customer must apply for and agree to a Merchant Agreement with Persolvent. (2) Customer agrees that Citizen Users will be subject to Use Fees as listed in Use Fees table in Section

2. (3) Customer agrees that Use Fees are separate from and independent of Merchant Fees. (4) Customer agrees that this Agreement does not represent any modification to Customer’s Merchant Agreement with Persolvent.
(5) Customer agrees that Use Fees are for use on the MyGovPay/VirtualPay online system and will not be deposited or owed to Customer in any way.
(6) Customer agrees that MyGovPay’s and VirtualPay’s ability to assess Use Fees is dictated by the Card Associations whose rules may change at any time and for any reason. If MyGovPay and/or VirtualPay, for any reason, are unable to process payments using Use Fees, Customer agrees that MyGovPay/VirtualPay reserves the right to negotiate a new pricing model with Customer for the continued use of MyGovPay and/or VirtualPay.

2. MyGovPay/VirtualPay Fees. Customer agrees that the Use Fees set forth on the following page will apply if Customer elects to use MyGovPay/VirtualPay.

USE FEES TABLE FOLLOWS ON NEXT PAGE
Exhibit D
Schedule 2
2 Use Fees
EnerGov’s MyGovPay (Online / card-not-present payments)** MyGovPay (Online Payments) MyGovPay (Online
Payments)
Percentage Based Fee + Transaction Fee
Option 1:

Government Entity Paid 2.79% $0.20
Option 2:

Patron Paid 3.29% N/A
**ACH processing is available for a fee of $20 per month and $0.30 per transaction.

EnerGov’s VirtualPay (retail card present)
VirtualPay (Retail Payments) Virtual Pay (Retail Payments) Percentage Based Fee + Transaction Fee
Option 1:

Government Entity Paid 2.59% $0.15
Option 2:

Patron Paid 2.99% N/A
Patron Paid fees will be communicated as "Service Fees" to the cardholder, at the time of transaction. In the event that the average monthly transaction amount is below $30, Contractor reserves the right to apply an additional $0.20 service fee above the quoted rates above.

3. Interactive Voice Response (“IVR”). If IVR is selected by Customer and included in the pricing, the following additional terms and conditions shall apply of this Agreement:
(a) Network Security. Customer acknowledges that a third-party is used by Tyler Technologies to process IVR Data. Customer’s content will pass through and be stored on the third-party servers and will not be segregated or in a separate physical location from servers on which other customers’ content is or will be transmitted or stored.
(b) Content. Customer is responsible for the creation, editorial content, control, and all other aspects of content to be used solely in conjunction with the EnerGov Software. (c) Lawful Purposes. Customer shall not use the IVR system for any unlawful purpose. (d) Critical Application. Customer will not use the IVR system for any life-support application or other critical application where failure or potential failure of the IVR system can cause injury, harm, death, or other grave problems, including, without limitation, loss of aircraft control, hospital life-support system, and delays in getting medicate care or other emergency services. (e) No Harmful Code. Customer represents and warrants that no content designed to delete, disable, deactivate, interfere with or otherwise harm any aspect of the IVR system now or in the future, shall be knowingly transmitted by Customer or Users.
(f) IVR WARRANTY. Except as expressly set forth in this Agreement, TYLER TECHNOLOGIES MAKES NO

REPRESENTATION AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING

WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR IVR.

Revised: 7/24/2020
Statement of Work Tyler Technologies
Prepared for:

City of Vernon, CA
4305 S Santa Fe Ave
Vernon, CA 90058
Prepared by:

Jason Cloutier
One Tyler Drive, Yarmouth, ME 04096
Tyler Technologies, Inc.
www.tylertech.com
Exhibit E
Exhibit E
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Table of Contents

1. Executive Summary ..............................................................................................................................6

1.1 Project Overview........................................................................................................................... 6

1.2 Product Summary ......................................................................................................................... 6

1.3 Project Timeline ............................................................................................................................ 7

1.4 Project Methodology Overview.................................................................................................... 8

2. Project Governance.................................................................................................................... .......9

2.1 Client Governance......................................................................................................................... 9

2.1.1 Client Project Manager......................................................................................................... 9

2.1.2 Steering Committee .............................................................................................................. 9

2.1.3 Executive Sponsor(s)...........................................................................................................10

2.2 Tyler Governance........................................................................................................................10

2.2.1 Tyler Project Manager.........................................................................................................10

2.2.2 Tyler Implementation Management...................................................................................10

2.2.3 Tyler Executive Management .............................................................................................10

2.3 Acceptance and Acknowledgment Process................................................................................10

3. Overall Project Assumptions................................................. ..........................................................12

3.1 Project, Resources and Scheduling .............................................................................................12

3.2 Data Conversion..........................................................................................................................13

3.3 Data Exchanges, Modifications, Forms and Reports ..................................................................13

3.4 Hardware and Software..............................................................................................................13

3.5 Education ....................................................................................................................................14

4. Implementation Stages ............................................................................................................... 15

4.1 Work Breakdown Structure (WBS) .............................................................................................15

4.2 Initiate & Plan (Stage 1) ..............................................................................................................17

4.2.1 Tyler Internal Coordination & Planning ..............................................................................17

4.2.2 System Infrastructure Planning...........................................................................................18

4.2.3 Project/Phase Planning.......................................................................................................19

4.2.4 Project Schedule .................................................................................................................20

4.2.5 Stakeholder Presentation ...................................................................................................21 Exhibit E
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4.2.6 Control Point 1: Initiate & Plan Stage Acceptance..............................................................22

4.3 Assess & Define (Stage 2)............................................................................................................23

4.3.1 Fundamentals Review.........................................................................................................23

4.3.2 Current/Future State Analysis.............................................................................................24

4.3.3 Data Conversion Planning & Mapping ................................................................................25

4.3.4 Standard 3rd Party Data Exchange Planning.......................................................................26

4.3.5 Modification Analysis & Specification, if contracted ..........................................................27

4.3.6 Forms & Reports Planning ..................................................................................................28

4.3.7 System Deployment............................................................................................................29

4.3.8 Control Point 2: Assess & Define Stage Acceptance...........................................................30

4.4 Build & Validate (Stage 3) ...........................................................................................................32

4.4.1 Configuration & Power User Training .................................................................................32

4.4.2 Data Conversion & Validation.............................................................................................33

4.4.3 Standard 3rd Party Data Exchange Validation....................................................................34

4.4.4 Modification Delivery & Validation, if contracted ..............................................................35

4.4.5 Forms & Reports Validation................................................................................................36

4.4.6 Control Point 3: Build & Validate Stage Acceptance...........................................................37

4.5 Final Testing & Training (Stage 4) ...............................................................................................38

4.5.1 Cutover Planning.................................................................................................................38

4.5.2 User Acceptance Testing (UAT)...........................................................................................39

4.5.3 End User Training................................................................................................................40

4.5.4 Control Point 4: Final Testing & Training Stage Acceptance...............................................41

4.6 Production Cutover (Stage 5)......................................................................................................42

4.6.1 Final Data Conversion, if applicable....................................................................................42

4.6.2 Production Processing & Assistance ...................................................................................43

4.6.3 Transition to Tyler Support................................................................................................. 44

4.6.4 Schedule Post-Production Services, if applicable ...............................................................45

4.6.5 Control Point 5: Production Cutover Stage Acceptance .....................................................46

4.7 Phase/Project Closure (Stage 6)..................................................................................................47

4.7.1 Close Phase/Project ............................................................................................................47

4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance.................................................48

5. Roles and Responsibilities..................................................................................................................49 Exhibit E
4 / 66

5.1 Tyler Roles and Responsibilities..................................................................................................49

5.1.1 Tyler Executive Management .............................................................................................49

5.1.2 Tyler Implementation Management...................................................................................49

5.1.3 Tyler Project Manager.........................................................................................................49

5.1.4 Tyler Implementation Consultant.......................................................................................50

5.1.5 Tyler Sales ...........................................................................................................................51

5.1.6 Tyler Software Support.......................................................................................................51

5.1.7 Tyler SaaS Technicians ........................................................................................................51

5.2 City Roles and Responsibilities....................................................................................................51

5.2.1 City Executive Sponsor........................................................................................................51

5.2.2 City Steering Committee.....................................................................................................52

5.2.3 City Project Manager ..........................................................................................................52

5.2.4 City Functional Leads ..........................................................................................................53

5.2.5 City Power Users.................................................................................................................54

5.2.6 City End Users .....................................................................................................................54

5.2.7 City Technical Support ........................................................................................................54

5.2.8 City Upgrade Coordinator...................................................................................................55

5.2.9 City Project Toolset Coordinator.........................................................................................55

5.2.10 City Change Management Lead ..........................................................................................55

6. EnerGov Conversion Summary...........................................................................................................56

6.1 Community Development...........................................................................................................56

6.2 Business Management................................................................................................................56

7. Munis Conversion Summary...............................................................................................................58

7.1 Accounting COA ..........................................................................................................................58

7.2 Accounting - Actuals ...................................................................................................................58

7.3 Accounting - Budgets..................................................................................................................58

7.4 Accounts Payable Master............................................................................................................58

7.5 Accounts Payable - Checks..........................................................................................................58

7.6 Accounts Payable - Invoices........................................................................................................58

7.7 General Billing CID.......................................................................................................................58

7.8 General Billing – Recurring Invoices............................................................................................59

7.9 General Billing – Bills...................................................................................................................59 Exhibit E
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7.10 Payroll .........................................................................................................................................59

7.11 Payroll - Deductions....................................................................................................................59

7.12 Payroll – Accrual Balances ..........................................................................................................59

7.13 Payroll – Accumulators ...............................................................................................................59

7.14 Payroll – Check History ...............................................................................................................59

7.15 Payroll – Earning/Deduction Hist................................................................................................59

7.16 Payroll – PM Action History ........................................................................................................60

7.17 Payroll – Position Control............................................................................................................60

7.18 Payroll – State Retirement Tables...............................................................................................60

7.19 Payroll – Certifications................................................................................................................60

7.20 Payroll – Education .....................................................................................................................60

7.21 Utility Billing ................................................................................................................................60

7.22 Utility Billing –Assessments ........................................................................................................60

7.23 Utility Billing –Backflow ..............................................................................................................60

7.24 Utility Billing –Balance Forward AR.............................................................................................60

7.25 Utility Billing –Budget Billing.......................................................................................................61

7.26 Utility Billing –Consumption History...........................................................................................61

7.27 Utility Billing –Flat Inventory/Containers....................................................................................61

7.28 Utility Billing –Service Orders......................................................................................................61

7.29 Utility Billing –Services................................................................................................................61

8. EnerGov Definitions..............................................................................................................................62

8.1 “Template Business Transactions”..............................................................................................62

8.2 “Unique Business Transactions” ................................................................................................. 62

8.3 “Geo-Rules”................................................................................................................................. 62

8.4 “Intelligent Objects (IO)”.............................................................................................................63

8.5 “Intelligent Automation Agents (IAA)” .......................................................................................63

8.6 “EnerGov SDK/API (Toolkits)” .....................................................................................................63

9. Glossary ................................................................................................................................................64 Exhibit E
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1 Executive Summary

1.1 Project Overview
The Statement of Work (SOW) documents the Project Scope, methodology, roles and responsibilities, implementation Stages, and deliverables for the implementation of Tyler products.

The Project goals are to offer the City of Vernon, CA the opportunity to make the City more accessible and responsive to external and internal customer needs and more efficient in its operations through:
 Streamlining, automating, and integrating business processes and practices  Providing tools to produce and access information in a real-time environment  Enabling and empowering users to become more efficient, productive and responsive  Successfully overcoming current challenges and meeting future goals

1.2 Product Summary
Below, is a summary of the products included in this Project, as well as reference to the City’s functional area utilizing the Tyler product(s). Refer to the Implementation Stages section of this SOW for information containing detailed service components.
[PRODUCT] [APPLICATION]
DHD Digital Health Department
EnerGov Community Development
EnerGov Business Management
ExecuTime Time & Attendance
Tyler Content Manager Document Management
Munis Financial Management
Munis Procurement
Munis Human Capital Management
Munis Utility Billing
Munis Accounts Receivable and Collections
Munis Tyler Reporting Services
Exhibit E
7 / 66

1.3 Project Timeline
The Project Timeline establishes a start and end date for each Phase of the Project. Developed during the Initiate & Plan Stage and revised as mutually agreed to, if needed, the timeline accounts for resource availability, business goals, size and complexity of the Project, and task duration requirements.

Phase Functional Areas Software Modules Duration
1 Munis Financials • Accounting/GL
• Accounts Payable
• Budgeting
• Capital Assets
• Cash Management
• Contract Management
• Inventory
• Project & Grant Accounting
• Purchasing
• eProcurement
12 months
1 Munis Productivity • Munis Analytics & Reporting
• Tyler Ready Forms
• Tyler Content Manager SE
Included in Phase 1
2 Munis Human Capital
Management &
ExecuTime
• Payroll w/Employee Self Service
• Human Resources & Talent Management
• ExecuTime Time & Attendance + Mobile Access
9 months
3 Munis Utility Billing • Accounts Receivable
• General Billing
• Tyler Cashiering
• UB Interface
• Utility Billing CIS
• IVR Gateway
12 months
4 EnerGov • EnerGov Advanced Server Extensions Bundle
• EnerGov Business Management Suite
• EnerGov Citizen Self Service – Business Management
• EnerGov Community Development Suite
• EnerGov Citizen Self Service – Community
Development
• EnerGov e-Reviews
• EnerGov iG Workforce Apps
• EnerGov Report Toolkit
• Tyler GIS
• EnerGov Content Management API
• Tyler 311/Incident Management
12 months
5 Digital Health
Department • DHD/“EnerGov Community Health”
• Community Health Inspection Downloads
12 months
Exhibit E
8 / 66

1.4 Project Methodology Overview
Tyler bases its implementation methodology on the Project Management Institute’s (PMI) Process Groups (Initiating, Planning, Executing, Monitoring & Controlling, and Closing). Using this model, Tyler developed a 6-stage process specifically designed to focus on critical project success measurement factors.

Tailored specifically for Tyler’s public sector clients, the project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to Scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the project methodology repeats consistently across Phases, and is scaled to meet the City’s complexity, and organizational needs.

Exhibit E
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2 Project Governance
The purpose of this section is to define the resources required to adequately establish the business needs, objectives, and priorities for the Project; communicate the goals to other project participants; and provide support and guidance to accomplish these goals. Project governance also defines the structure for issue escalation and resolution, Change Control review and authority, and organizational Change Management activities.

The preliminary governance structure establishes a clear escalation path when issues and risks require escalation above the project manager level. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage.

The path below illustrates an overall team perspective where Tyler and the City collaborate to resolve project challenges according to defined escalation paths. In the event project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and the City steering committee become the escalation points to triage responses prior to escalation to the City and Tyler executive sponsors. As part of the escalation process, each project governance tier presents recommendations and supporting information to facilitate knowledge transfer and issue resolution. The City and Tyler executive sponsors serve as the final escalation point.

2.1 Client Governance
Depending on the City’s organizational structure and size, the following governance roles may be filled by one or more people:

2.1.1 Client Project Manager
The City’s project manager(s) coordinate project team members, subject matter experts, and the overall implementation schedule and serves as the primary point of contact with Tyler. The City project manager(s) will be responsible for reporting to the City steering committee and determining appropriate escalation points.

2.1.2 Steering Committee
The City steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation of the Project’s value throughout the organization. Oversees the City project manager(s) and the Project and through participation in regular internal meetings, the City steering committee remains updated on all project progress, project decisions, and achievement of project milestones. The City steering committee also provides support to the City project manager(s) by communicating the importance of the Project to all impacted departments. The City steering committee is responsible for ensuring the Project has appropriate resources, provides strategic direction to the project team, for making timely decisions on critical project issues or policy decisions. The City steering committee also serves as primary level of issue resolution for the Project.

Exhibit E
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2.1.3 Executive Sponsor(s)
The City’s executive sponsor provides support to the Project by allocating resources, providing strategic direction, and communicating key issues about the Project and the Project’s overall importance to the organization. When called upon, the executive sponsor also acts as the final authority on all escalated project issues. The executive sponsor engages in the Project, as needed, in order to provide necessary support, oversight, guidance, and escalation, but does not participate in day-to-day project activities. The executive sponsor empowers the City steering committee, project manager(s), and functional leads to make critical business decisions for the City.

2.2 Tyler Governance

2.2.1 Tyler Project Manager
The Tyler project manager(s) have direct involvement with the Project and coordinates Tyler project team members, subject matter experts, the overall implementation schedule, and serves as the primary point of contact with the City. As requested by the City, the Tyler project manager(s) provide regular updates to the City’s steering committee and other Tyler governance members.

2.2.2 Tyler Implementation Management
Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. Tyler project manager(s) consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler project manager(s) or with the City management, as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level. The name(s) and contact information for this resource will be provided and available to the project team.

2.2.3 Tyler Executive Management
Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process. This team member offers additional support to the project team and collaborates with other Tyler department managers, as needed, in order to escalate and facilitate implementation project tasks and decisions. The name(s) and contact information for this resource will be provided and available to the project team.

2.3 Acceptance and Acknowledgment Process
All Deliverables and Control Points must be accepted or acknowledged following the process below.

Acceptance requires a formal sign-off while acknowledgement may be provided without formal sign-off at the time of delivery. The following process will be used for accepting or acknowledging Deliverables and Control Points:
• The City shall have five (5) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept or acknowledge each Deliverable or Control Point. If the City does not provide acceptance or acknowledgement within five (5) business days, Exhibit E
11 / 66
or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.
• If the City does not agree the particular Deliverable or Control Point meets requirements, the City shall notify Tyler project manager(s), in writing, with reasoning within five (5) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable.
• Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City shall then have two (2) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the City does not provide acceptance or acknowledgement within two (2) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.

Exhibit E
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3 Overall Project Assumptions

3.1 Project, Resources and Scheduling
• Project activities will begin after the Agreement has been fully executed. • The City has the ability to allocate additional internal resources if needed. The City also ensures the alignment of their budget and Scope expectations.
• The City and Tyler ensure that the assigned resources are available, they buy-into the change process, and they possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, buy-in, and knowledge. • Tyler and City provide adequate resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget. • Abbreviated timelines and overlapped Phases can result in Project delays if there are not sufficient resources assigned to complete all required work as scheduled. • Changes to Project Plan, availability of resources or changes in Scope may result in schedule delays, which may result in additional charges to the Project. • Tyler provides a written agenda and notice of any prerequisites to the City project manager(s) ten (10) business days prior to any scheduled on site or remote sessions. • Tyler provides notice of any prerequisites to the City project manager(s) a minimum of ten (10) business days prior to any key deliverable due dates.
• City users complete prerequisites prior to applicable scheduled activities. • Tyler provides guidance for configuration and processing options available within the Tyler software. The City is responsible for making decisions based on the options available. • In the event the City may elect to add and/or modify current business policies during the course of this Project, such policy changes are solely the City’s responsibility to define, document, and implement.
• The City makes timely Project related decisions in order to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Decisions left unmade may affect the schedule, as each analysis and implementation session builds on the decisions made in prior sessions. • Tyler considers additional services out of Scope and requires additional time and costs be requested via Change Request approved through the Change Control process.

Exhibit E
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• The City will respond to information requests in a comprehensive and timely manner, in accordance with the Project Plan.

3.2 Data Conversion
• The City is responsible for uploading their Eden database to Kiteworks and maintaining crosswalks of old to new codes. Validation logs will be provided with each conversion pass. Tyler and the City will work together to resolve validation errors.
• Multiple data passes will occur and it is the City’s responsibility to review and verify the accuracy of each data conversion. Tyler will provide guidance and documentation on how to review data conversions.
• In some situations utilizing Munis imports is a more efficient process than conversions. Tyler’s implementation staff will discuss the pros/cons of each import and conversion during the Assess & Define Stage of each Phase.

3.3 Data Exchanges, Modifications, Forms and Reports
• The City ensures the 3rd party data received conforms to a Tyler standard format. • The 3rd party possesses the knowledge of how to program their portion of the interaction and understands how to manipulate the data received.
• Client is on a supported, compatible version of the 3rd party software or Tyler standard Data Exchange tools may not be available.
• The City is willing to make reasonable business process changes rather than expecting the product to conform to every aspect of their current system/process. • Any Modification requests not expressly stated in the contract are out of Scope. Modifications requested after contract signing have the potential to change cost, Scope, schedule, and production dates for project Phases. Modification requests not in Scope must follow the Project Change Request process.

3.4 Hardware and Software
• Tyler will initially Install the most current generally available version of the purchased Tyler software.
• The City will provide network access for Tyler modules, printers, and Internet access to all applicable City and Tyler project staff.
• The City has in place all hardware, software, and technical infrastructure necessary to support the Project.

Exhibit E
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• The City’s system hardware and software meet Tyler standards to ensure sufficient speed and operability of Tyler software. Tyler will not support use of software if the City does not meet minimum standards of Tyler’s published specifications.

3.5 Education
 Throughout the Project lifecycle, the City provides a training room for Tyler staff to transfer knowledge to the City’s resources, for both onsite and remote sessions. The City will provide staff with a location to practice what they have learned without distraction. If Phases overlap, the City will provide multiple training facilities to allow for independent sessions scheduling without conflict.
 The training room is set up in a classroom setting. The City determines the number of workstations in the room. Tyler recommends every person attending a scheduled session with a Tyler Consultant or Trainer have their own workstation. However, Tyler requires there be no more than two (2) people at a given workstation.
 The City provides a workstation which connects to the Tyler system for the Tyler trainer conducting the session. The computer connects to a City provided projector, allowing all attendees the ability to actively engage in the training session.  The City testing database contains the Tyler software version required for delivery of the Modification prior to the scheduled delivery date for testing.  The City is responsible for verifying the performance of the Modification as defined by the specification.
 Users performing user acceptance testing (UAT) have attended all applicable training sessions prior to performing UAT.

Exhibit E
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4 Implementation Stages

4.1 Work Breakdown Structure (WBS)
The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into smaller, more manageable components. The top-level components are called “Stages” and the second level components are called “work packages.” The work packages, shown below each Stage, contain the high-level work to be done. The detailed Project Plan, developed during Initiate & Plan and finalized during Assess & Define, will list the tasks to be completed within each work package. Each Stage ends with a “Control Point”, confirming the work performed during that Stage of the Project.

Exhibit E
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Exhibit E
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4.2 Initiate & Plan (Stage 1)
The Initiate & Plan Stage creates a foundation for the Project through identification of City and Tyler Project Management teams, development of implementation management plans, and the provision and discussion of system infrastructure requirements. City participation in gathering information is critical.

Tyler Project Management teams present initial plans to stakeholder teams at Stage end.

4.2.1 Tyler Internal Coordination & Planning
Prior to Project commencement, Tyler management staff assigns project manager(s). Tyler provides the City with initial Project documents used in gathering basic information, which aids in preliminary planning and scheduling. City participation in gathering requested information by provided deadlines ensures the Project moves forward in a timely fashion. Internally, the Tyler project manager(s) coordinate with sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with the City’s team. During this step, Tyler will work with the City to establish the date(s) for the Project/Phase Planning session.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Tyler Internal Coordination & Planning

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Assign Tyler project manager A R I I I
Provide initial Project documents to
Client

A I R C I
Sales to Implementation knowledge
transfer

A I R C
Internal planning and phase
coordination
A R C
Exhibit E
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4.2.2 System Infrastructure Planning
The City provides, purchases or acquires hardware according to hardware specifications provided by Tyler and ensures it is available at the City’s site. The City completes the system infrastructure audit, ensuring vital system infrastructure information is available to the Tyler implementation team, and verifies all hardware compatibility with Tyler solutions.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 System Infrastructure Planning

I R A I C
Make hardware available for
Installation

I C A R
Install system hardware, if
applicable

I C A R
Complete system infrastructure
audit

I C A R
Exhibit E
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4.2.3 Project/Phase Planning
Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify Applications to implement in each Phase (if applicable), and discuss implementation timeframes. The Tyler project manager(s) deliver an Implementation Management Plan, which is mutually agreeable by City and Tyler.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Project/Phase Planning

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Perform Project/Phase Planning A R I C C I
Deliver implementation
management plan A R C C I
Exhibit E
20 / 66

4.2.4 Project Schedule
Client and Tyler will mutually develop an initial Project Schedule. The initial schedule includes, at minimum, enough detail to begin Project activities while the detailed Project Plan/schedule is being developed and refined.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Project Schedule

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Develop initial Project Schedule A R I C I I
Deliver Project Plan and schedule for
Project Phase A R I I I C C I I I
Client reviews Project Plan & initial
schedule C I A R C C C
Client approves Project Plan & initial
schedule I I A R C C I I I I I
Exhibit E
21 / 66

4.2.5 Stakeholder Presentation
City stakeholders join Tyler project manager(s) to communicate successful Project criteria, Project goals, Deliverables, a high-level milestone schedule, and roles and responsibilities of Project participants.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 1 Stakeholder Presentation

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Present overview of Project
Deliverables, Project Schedule and
roles and responsibilities

A R I I I I C I I I I I I I
Communicate successful Project
criteria and goals

I R C A C I I C I I
Exhibit E
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4.2.6 Control Point 1: Initiate & Plan Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the Assess & Define Stage is dependent upon Tyler’s receipt of the Stage Acceptance.

4.2.6.1 Initiate & Plan Stage Deliverables
• Implementation Management Plan
o Objective: Update and deliver baseline management plans to reflect the approach to the City’s Project.
o Scope: The Implementation Management addresses how communication, quality control, risks/issues, resources and schedules, and Software Upgrades (if applicable) will be managed throughout the lifecycle of the Project.
o Acceptance criteria: City reviews and acknowledges receipt of Implementation Management Plan.
• Project Plan/Schedule
o Objective: Provide a comprehensive list of tasks, timelines and assignments related to the Deliverables of the Project.
o Scope: Task list, assignments and due dates
o Acceptance criteria: City acceptance of schedule based on City resource availability and Project budget and goals.

4.2.6.2 Initiate & Plan Stage Acceptance Criteria
• Hardware Installed
• System infrastructure audit complete and verified
• Implementation Management Plan delivered
• Project Plan/Schedule delivered; dates confirmed
• Stakeholder Presentation complete
Exhibit E
23 / 66

4.3 Assess & Define (Stage 2)
The primary objective of Assess & Define is to gather information about current City business processes and translate the material into future business processes using Tyler Applications. Tyler uses a variety of methods for obtaining the information, all requiring City collaboration. The City shall provide complete and accurate information to Tyler staff for analysis and understanding of current workflows and business processes.

4.3.1 Fundamentals Review
Fundamentals Review provides functional leads and Power Users an overall understanding of software capabilities prior to beginning current and future state analysis. The primary goal is to provide a basic understanding of system functionality, which provides a foundation for upcoming conversations regarding future state processing. Tyler utilizes a variety of methods for completing fundamentals training including the use of eLearning, videos, documentation, and walkthroughs.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Assess & Define

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Schedule fundamentals review &
provide fundamentals materials &
prerequisites, if applicable

A R I C I I I
Complete fundamentals materials
review and prerequisites I A R I C
Ensure all scheduled attendees are
present

I I A R C I
Facilitate fundamentals review A R I I I
Exhibit E
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4.3.2 Current/Future State Analysis
City and Tyler evaluate current state processes, options within the new software, pros and cons of each option based on current or desired state, and make decisions about future state configuration and processing.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Current/Future State Analysis

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Provide Current/Future State
analysis materials to the City, as
applicable

A R I C I I
Conduct Current & Future State
analysis A R I C I C
Provide pros and cons of Tyler
software options

A R I C I C
Make Future State Decisions
according to due date in the Project
Plan

I I C A R I C I
Record Future State decisions A R I C I C
Exhibit E
25 / 66

4.3.3 Data Conversion Planning & Mapping
This entails the activities performed to prepare to convert data from the City’s Legacy System Applications to the Tyler system. Tyler staff and the City work together to complete Data Mapping for each piece of data (as outlined in the Agreement) from the Legacy System to a location in the Tyler system.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Data Conversion Planning & Mapping

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Review contracted data
conversion(s) options A R I C C C C
Map data from Legacy System to
Tyler system

I C I A C C R
Pull conversion data extract I I A C C R
Run balancing Reports for data
pulled and provide to Tyler

I I A C R I
Review and approve initial data
extract A I C R I I
Correct issues with data extract, if
needed I C C A C C R
Exhibit E
26 / 66

4.3.4 Standard 3rd Party Data Exchange Planning
Standard Data Exchange tools are available to allow clients to get data in and out of the Tyler system with external systems. Data exchange tools can take the form of Imports and Exports, and Interfaces.

A Standard Interface is a real-time or automated exchange of data between two systems. This could be done programmatically or through an API. It is Tyler’s responsibility to ensure the Tyler programs operate correctly. It is the City’s responsibility to ensure the third party program operates or accesses the data correctly.

The City and Tyler Project Manager(s) will work together to define/confirm which Data Exchanges are needed (if not outlined in the Agreement). Tyler will provide a file layout for each Standard Data Exchange.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Standard 3rd Party Data Exchange Planning

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Review Standard or contracted Data
Exchanges A R C I I C
Define or confirm needed Data
Exchanges I C A C C R
Exhibit E
27 / 66

4.3.5 Modification Analysis & Specification, if contracted Tyler staff conducts additional analysis and develops specifications based on information discovered during this Stage. The City reviews the specifications and confirms they meet City’s needs prior to acceptance. Out of Scope items or changes to specifications after acceptance may require a Change Request.

Tyler’s intention is to minimize Modifications by using Standard functionality within the Application, which may require a City business process change. It is the responsibility of the City to detail all of their needs during the Assess and Define Stage. Tyler will write up specifications (for City approval) for contracted program Modifications. Upon approval, Tyler will make the agreed upon Modifications to the respective program(s). Once the Modifications have been delivered, the City will test and approve those changes during the Build and Validate Stage.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Modification Analysis & Specification, if contracted

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Analyze contracted modified
program requirements A C R C C I C C
Develop specification document(s) A I C R I I I I
Review specification document(s);
provide changes to Tyler, if
applicable

I C C A R I C C
Sign-off on specification
document(s) and authorize work I I A R C I I C
Exhibit E
28 / 66

4.3.6 Forms & Reports Planning
City and Tyler project manager(s) review Forms and Report needs. Items that may be included in the Agreement are either Standard Forms and Reports or known/included Modification(s). Items not included in the Agreement could be either City-developed Reports or a newly discovered Modification that will require a Change Request.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 Forms & Reports Planning

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Review required Forms output A R C I C I
Review and complete Forms options
and submit to Tyler

I I A R C
Review in Scope Reports A R I C C
Identify additional Report needs I C A R C
Add applicable tasks to Project
schedule

A R I C C I I I
Exhibit E
29 / 66

4.3.7 System Deployment
The Tyler Technical Services team Installs Tyler Applications on the server (hosted or client-based) and ensures the platform operates as expected.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 2 System Deployment

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Install contracted software on server A I R I C
Ensure platform operates as
expected

A I R I C
Exhibit E
30 / 66

4.3.8 Control Point 2: Assess & Define Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Advancement to the Build & Validate Stage is dependent upon Tyler’s receipt of the Stage Acceptance.

4.3.8.1 Assess & Define Stage Deliverables
• Completed analysis Questionnaire
o Objective: Gather and document information related to City business processes for current/future state analysis as it relates to Tyler approach/solution. o Scope: Provide comprehensive answers to all questions on Questionnaire(s). o Acceptance criteria: City acceptance of completed Questionnaire based on thoroughness of capturing all City business practices to be achieved through Tyler solution. • Data conversion summary and specification documents
o Objective: Define data conversion approach and strategy. o Scope: Data conversion approach defined, data extract strategy, conversion and reconciliation strategy.
o Acceptance criteria: Data conversion document(s) delivered to the City, reflecting complete and accurate conversion decisions.
• Modification specification documents, if contracted
o Objective: Provide comprehensive outline of identified gaps, and how the modified program meets the City’s needs.
o Scope: Design solution for Modification.
o Acceptance criteria: City accepts Modified Specification Document(s) and agrees that the proposed solution meets their requirements.
• Completed Forms options and/or packages
o Objective: Provide specifications for each City in Scope form, Report and output requirements.
o Scope: Complete Forms package(s) included in agreement and identify Report needs. o Acceptance criteria: Identify Forms choices and receive supporting documentation. • Installation checklist
o Objective: Installation of purchased Tyler software.
o Scope: Tyler will conduct an initial coordination call, perform an installation of the software included in the Agreement, conduct follow up to ensure all tasks are complete, and complete server system administration training, unless the City is hosted. o Acceptance criteria: Tyler software is successfully installed and available to authorized users, City team members are trained on applicable system administration tasks.

4.3.8.2 Assess & Define Stage Acceptance Criteria
• Tyler software is installed.
• Fundamentals review is complete.
• Required Form information complete and provided to Tyler.

Exhibit E
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• Current/Future state analysis completed; Questionnaires delivered and reviewed. • Data conversion mapping and extractions completed and provided to Tyler.

Exhibit E
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4.4 Build & Validate (Stage 3)
The objective of the Build & Validate Stage is to prepare the software for use in accordance with the City’s needs identified during the Assess and Define Stage, preparing the City for Final Testing and Training.

4.4.1 Configuration & Power User Training
Tyler staff collaborates with the City to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. Tyler staff will train the City Power Users to prepare them for the Validation of the software. The City collaborates with Tyler staff iteratively to Validate software configuration.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed •
STAGE 3 Build & Validate

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Perform configuration A R I R I
Power User process and Validation
training A R I C I C I
Validate configuration I C A C R C
Exhibit E
33 / 66

4.4.2 Data Conversion & Validation
Tyler completes an initial review of the converted data for errors. With assistance from the City, the Tyler Data Conversion Team addresses items within the conversion program to provide the most efficient data conversion possible. With guidance from Tyler, the City reviews specific data elements within the system and identifies and Reports discrepancies in writing. Iteratively, Tyler collaborates with the City to address conversion discrepancies prior to acceptance.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed •
STAGE 3 Data Conversion & Validation

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Write and run data conversion
program against Client data

A I C R C
Complete initial review of data
errors

A I C R I I C
Review data conversion and submit
needed corrections I C I A C R C
Revise conversion program(s) to
correct error(s)

A I C R I I C C
Exhibit E
34 / 66

4.4.3 Standard 3rd Party Data Exchange Validation
Tyler provides training on Data Exchange(s) and the City tests each Data Exchange.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Standard 3rd Party Data Exchange Validation

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Train Data Exchange(s) processing in
Tyler software

A R C I I I C I
Coordinate 3rd Party Data Exchange
activities

I I A C C R
Test all Standard 3rd party Data
Exchange(s)

I C A C I R C
Exhibit E
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4.4.4 Modification Delivery & Validation, if contracted Tyler delivers in Scope Modification(s) to the City for preliminary testing. Final acceptance will occur during the Final Testing and Training Stage.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Modification Delivery & Validation, if contracted

A I C I R I C I C I C
Test contracted modified
program(s) in isolated database

I C C A C R C
Report discrepancies between
specification and delivered
contracted modified program(s)

I I I A R C C
Make corrections to contracted
modified program(s) as required

A I C I R I C C I
Exhibit E
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4.4.5 Forms & Reports Validation
Tyler provides training on Standard Forms/Reports and the City tests each Standard Form/Report.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 3 Forms & Reports Validation

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Standard Forms & Report training A R I C C I
Test Standard Forms & Reports I C C A C R C
Exhibit E
37 / 66

4.4.6 Control Point 3: Build & Validate Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Final Testing & Training Stage is dependent upon Tyler’s receipt of the Stage Acceptance.

4.4.6.1 Build & Validate Stage Deliverables
• Initial data conversion
o Objective: Convert Legacy System data into Tyler system. o Scope: Data conversion program complete; deliver converted data for review. o Acceptance criteria: Initial error log available for review. • Data conversion verification document
o Objective: Provide instructions to the City to verify converted data for accuracy. o Scope: Provide self-guided instructions to verify specific data components in Tyler system.
o Acceptance criteria: City accepts data conversion delivery; City completes data issues log. • Installation of Modifications on the City’s server(s) *except for hosted Clients o Objective: Deliver Modification(s) in Tyler software. o Scope: Program for Modification is complete and available in Tyler software, Modification testing.
o Acceptance criteria: Delivery of Modification(s) results in objectives described in the Citysigned specification. • Standard Forms & Reports Delivered
o Objective: Provide Standard Forms & Reports for review. o Scope: Installation of all Standard Forms & Reports included in the Agreement. o Acceptance criteria: Standard Forms & Reports available in Tyler software for testing in Stage 4.

4.4.6.2 Build & Validate Stage Acceptance Criteria
• Application configuration completed.
• Standard Forms & Reports delivered and available for testing in Stage 4. • Data conversions (except final pass) delivered.
• Standard 3rd party Data Exchange training provided.
• Modifications delivered and available for testing in Stage 4. • The City and Tyler have done a review of primary configuration areas to Validate completeness and readiness for testing and acceptance in Stage 4.

Exhibit E
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4.5 Final Testing & Training (Stage 4)
During Final Testing and Training, Tyler and the City review the final Cutover plan. A critical Project success factor is the City understanding the importance of Final Testing and Training and dedicating the resources required for testing and training efforts in order to ensure a successful Production Cutover.

4.5.1 Cutover Planning
City and Tyler project manager(s) discuss final preparations and critical dates for Production Cutover.

Tyler delivers a Production Cutover Checklist to outline Cutover tasks to help prepare the City for success.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 Cutover Planning

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Cutover Planning Session A R C I C C C C C C
Develop Production Cutover
Checklist

A R C I I C C I I C
Exhibit E
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4.5.2 User Acceptance Testing (UAT)
The City performs User Acceptance Testing to verify software readiness for day-to-day business processing. Tyler provides a Test Plan for users to follow to ensure proper Validation of the system.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 User Acceptance Testing (UAT)

A R C I I
Perform User Acceptance Testing I C A R C C C I I C I
Accept modified program(s), if
applicable I I I A R C I C C
Validate Report performance I C C A C R C
Exhibit E
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4.5.3 End User Training
End Users attend training sessions to learn how to utilize Tyler software. Training focuses primarily on day-to-day City processes that will be delivered via group training, webinar, eLearnings and/or live training sessions.

Unless stated otherwise in the Agreement, Tyler provides one occurrence of each scheduled training or implementation topic with up to the maximum number of users as defined in the Agreement, or as otherwise mutually agreed. City users who attended the Tyler sessions may train any City users not able to attend the Tyler sessions or additional sessions may be contracted at the applicable rates for training.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 4 End User Training

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Conduct user training sessions A R C I I I I I
Conduct additional End User training
sessions I I A C I R I I I I
Exhibit E
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4.5.4 Control Point 4: Final Testing & Training Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Production Cutover Stage is dependent upon Tyler’s receipt of the Stage Acceptance.

4.5.4.1 Final Testing & Training Stage Deliverables
• Production Cutover checklist
o Objective: Provide a detailed checklist outlining tasks necessary for production Cutover. o Scope: Dates for final conversion, date(s) to cease system processing in Legacy System, date(s) for first processing in Tyler system, contingency plan for processing. o Acceptance criteria: Definition of all pre-production tasks, assignment of owners and establishment of due dates.
• User Acceptance Test Plan
o Objective: Provide testing steps to guide users through testing business processes in Tyler software.
o Scope: Testing steps for Standard business processes. o Acceptance criteria: Testing steps have been provided for Standard business processes.

4.5.4.2 Final Testing & Training Stage Acceptance Criteria • Production Cutover Checklist delivered and reviewed.
• Modification(s) tested and accepted, if applicable.
• Standard 3rd party Data Exchange programs tested and accepted. • Standard Forms & Reports tested and accepted.
• User acceptance testing completed.
• End User training completed.

Exhibit E
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4.6 Production Cutover (Stage 5)
City and Tyler resources complete tasks as outlined in the Production Cutover Plan and the City begins processing day-to-day business transactions in the Tyler software. Following Production Cutover, the City transitions to the Tyler support team for ongoing support of the Application.

4.6.1 Final Data Conversion, if applicable
The City provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final data conversion. The City may need to manually enter into the Tyler system any data added to the Legacy System after final data extract.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Final Data Conversion, if applicable

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Provide final data extract C I I A C I I I I R
Provide final extract balancing
Reports

I I A C R I
Convert and deliver final pass of
data A I I R I I I C
Validate final pass of data I C C I A C R C
Load final conversion pass to
Production environment

I I I A C I C R
Exhibit E
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4.6.2 Production Processing & Assistance
Tyler staff collaborates with the City during Production Cutover activities. The City transitions to Tyler software for day-to day business processing.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Production Processing & Assistance

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Production processing C C I I A R R R R R R I I
Provide production assistance A R C I C C C C C C
Exhibit E
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4.6.3 Transition to Tyler Support
Tyler project manager(s) introduce the City to the Tyler Support team, who provides the City with day-today assistance following Production Cutover.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Transition to Tyler Support

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Develop internal support plan I A R C C C C C C C
Conduct transfer to Support
meeting

A I C R C C C C I I C I I
Exhibit E
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4.6.4 Schedule Post-Production Services, if applicable
Tyler provides post-production services if included in the Agreement. Prior to scheduling services, the Tyler project manager(s) collaborate with City project manager(s) to identify needs.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 5 Schedule Post-Production Services, if applicable

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Identify topics for post-production
services C C A R I C I
Schedule services for postproduction topics A R I C C I C I Exhibit E
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4.6.5 Control Point 5: Production Cutover Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. Advancement to the Phase/Project Closure Stage is dependent upon Tyler’s receipt of this Stage Acceptance.

4.6.5.1 Production Cutover Stage Deliverables
• Final data conversion, if applicable
o Objective: Ensure (in Scope) Legacy System data is available in Tyler software in preparation for production processing.
o Scope: Final passes of all conversions completed in this Phase. o Acceptance criteria: Data is available in production environment. • Support transition documents
o Objective: Define strategy for on-going Tyler support. o Scope: Define support strategy for day-to-day processing, conference call with City Project Manager(s) and Tyler support team, define roles and responsibilities, define methods for contacting support.
o Acceptance criteria: the City receives tools to contact support and understands proper support procedures.

4.6.5.2 Production Cutover Stage Acceptance Criteria
• Final data conversion(s) delivered.
• Processing is being done in Tyler production.
• Transition to Tyler support is completed.
• Post-live services have been scheduled, if applicable.

Exhibit E
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4.7 Phase/Project Closure (Stage 6)
Project or Phase closure signifies full implementation of all products purchased and encompassed in the Phase or Project. The City moves into the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Support).

4.7.1 Close Phase/Project
The City and Tyler project manager(s) review the list of outstanding Project activities and develop a plan to address them. The Tyler project manager(s) review the Project budget and status of each contract Deliverable with the City project manager(s) prior to closing the Phase or Project.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed STAGE 6 Close Phase/Project

TYLER CLIENT
TASKS
Tyler Executive ManagerTyler Implementation ManagerTyler Project ManagerTyler Implementation ConsultantTyler Data Conversion ExpertsTyler Forms & Reports ExpertsTyler Modification ProgrammersTyler Technical SupportTyler SalesClient Executive SponsorClient Steering CommitteeClient Project ManagerClient Functional LeadsClient Change Management LeadsClient Power UsersClient Department HeadsClient End UsersClient Technical LeadsClient Project Toolset CoordinatorClient Upgrade Coordinator Review outstanding Project activities
and develop action plan

A R C C C I C I C
Review Project budget and status of
contract Deliverables

A R I I C
Exhibit E
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4.7.2 Control Point 6: Phase/Project Closure Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below. This is the final acceptance for the Phase/Project.

4.7.2.1 Phase/Project Closure Stage Deliverables
• Phase/Project reconciliation report
o Objective: Provide comparison of contract Scope and Project budget. o Scope: Contract Scope versus actual, analysis of services provided and remaining budget, identify any necessary Change Requests or Project activity. o Acceptance criteria: Acceptance of services and budget analysis and plan for changes, if needed.

4.7.2.2 Phase/Project Closure Stage Acceptance Criteria • Outstanding Phase or Project activities have been documented and assigned. • Phase/final Project budget has been reconciled.
• Tyler Deliverables for the Phase/Project are complete.

Exhibit E
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5 Roles and Responsibilities

5.1 Tyler Roles and Responsibilities
Tyler assigns project manager(s) prior to the start of each Phase of the Project. The project manager(s) assign additional Tyler resources as the schedule develops and as needs arise. One person may fill multiple project roles.

5.1.1 Tyler Executive Management
• Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying the City’s overall organizational strategy.
• Authorizes required project resources.
• Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process.
• Offers additional support to the project team and is able to work with other Tyler department managers in order to escalate and facilitate implementation project tasks and decisions. • Acts as the counterpart to the City’s executive sponsor.

5.1.2 Tyler Implementation Management
• Acts as the counterpart to the City steering committee. • Assigns initial Tyler project personnel.
• Works to resolve all decisions and/or issues not resolved at the Project Management level as part of the escalation process.
• Attends City steering committee meetings as necessary. • Provides support for the project team.
• Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources.
• Monitors project progress including progress towards agreed upon goals and objectives.

5.1.3 Tyler Project Manager
The Tyler project manager(s) provides oversight of the Project, coordination of resources between departments, management of the project budget and schedule, effective risk and issue management, and is the primary point of contact for all Project related items. • Contract Management
o Validates contract compliance throughout the Project. o Ensures Deliverables meet contract requirements.
o Acts as primary point of contact for all contract and invoicing questions. o Prepares and presents contract milestone sign-offs for acceptance by City project manager(s).
o Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance. • Planning
Exhibit E
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o Update and deliver Implementation Management Plan.
o Defines project tasks and resource requirements.
o Develops initial project schedule and full scale Project Plan. o Collaborates with City project manager(s) to plan and schedule project timelines to achieve on-time implementation.
• Implementation Management
o Tightly manages Scope and budget of Project; establishes process and approval matrix with the City to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently.
o Establishes and manages a schedule and resource plan that properly supports the Project Plan that is also in balance with Scope/budget.
o Establishes risk/issue tracking/reporting process between the City and Tyler and takes all necessary steps to proactively mitigate these items or communicates with transparency to the City any items that may impact the outcomes of the Project. o Collaborates with the City’s project manager(s) to establish key business drivers and success indicators that will help to govern project activities and key decisions to ensure a quality outcome of the project.
o Sets a routine communication plan that will aide all project team members, of both the City and Tyler, in understanding the goals, objectives, current status and health of the project. • Team Management
o Acts as liaison between project team and Tyler manager(s). o Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing. o Provides direction and support to project team.
o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward.
o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan, task list, and Production Cutover Checklist.
o Assesses team performance and adjusts as necessary.
o Interfaces closely with Tyler developers to coordinate program Modification activities. o Coordinates with in Scope 3rd party providers to align activities with ongoing project tasks.

5.1.4 Tyler Implementation Consultant
• Completes tasks as assigned by the Tyler project manager(s). • Performs problem solving and troubleshooting.
• Follows up on issues identified during sessions.
• Documents activities for on site services performed by Tyler. • Provides conversion Validation and error resolution assistance. • Recommends guidance for testing Forms and Reports.
• Tests software functionality with the City following configuration. • Assists during Production Cutover process and provides production support until the City transitions to Tyler Support.
• Provides product related education.

Exhibit E
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• Effectively facilitates training sessions and discussions with City and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time. • Conducts training (configuration, process, conversion Validation) for Power Users and the City’s designated trainers for End Users.
• Clearly documents homework tasks with specific due dates and owners, supporting and reconciling with the final Project Plan.
• Keeps Tyler project manager(s) proactively apprised of any and all issues which may result in the need for additional training, change in schedule, change in process decisions, or which have the potential to adversely impact the success of the Project prior to taking action.

5.1.5 Tyler Sales
• Provide sales background information to Implementation during Project initiation. • Support Sales transition to Implementation.
• Provide historical information, as needed, throughout implementation.

5.1.6 Tyler Software Support
• Manages incoming client issues via phone, email, and online customer incident portal. • Documents and prioritizes issues in Tyler’s Customer Relationship Management (CRM) system. • Provides issue analysis and general product guidance. • Tracks issues and tickets to timely and effective resolution. • Identifies options for resolving reported issues.
• Reports and escalates defects to Tyler Development.
• Communicates with the City on the status and resolution of reported issues.

5.1.7 Tyler SaaS Technicians
• Provides maintenance of hosted server hardware, operating system, and Software Upgrades. • Provides IT-related services for server environment.
• Provides remote technical assistance and tracks issues. • Provides systems management and disaster recovery services within hosting services. • Adds new City users; SaaS determines user names incorporating a unique client identifier and user initials.
• Performs Tyler Software Upgrades through coordination with the City.

5.2 City Roles and Responsibilities
City resources will be assigned prior to the start of each Phase of the project. One person may be assigned to multiple project roles.

5.2.1 City Executive Sponsor
• Provides clear direction for the Project and how the Project applies to the organization’s overall strategy.
• Champions the Project at the executive level to secure buy-in. • Authorizes required Project resources.

Exhibit E
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• Resolves all decisions and/or issues not resolved at the City steering committee level as part of the escalation process.
• Actively participates in organizational change communications.

5.2.2 City Steering Committee
• Works to resolve all decisions and/or issues not resolved at the project manager level as part of the escalation process.
• Attends all scheduled steering committee meetings.
• Provides support for the project team.
• Assists with communicating key project messages throughout the organization. • Prioritizes the project within the organization.
• Provides management support for the project to ensure it is staffed appropriately and staff have necessary resources.
• Monitors project progress including progress towards agreed upon goals and objectives. • Has the authority to approve or deny changes impacting the following areas:
o Cost
o Scope
o Schedule
o Project Goals
o City Policies

5.2.3 City Project Manager
The City shall assign project manager(s) prior to the start of this Project with overall responsibility and authority to make decisions related to project Scope, scheduling, and task assignment, and communicates decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the City project manager(s) do not have the knowledge or authority to make decisions, he or she engages the correct resources from City to participate in discussions and make decisions in a timely fashion to avoid Project delays.
• Contract Management
o Validates contract compliance throughout the Project. o Ensures invoicing and Deliverables meet contract requirements. o Acts as primary point of contact for all contract and invoicing questions. o Signs off on contract milestone acknowledgment documents. o Collaborates on and approves Change Requests, if needed, to ensure proper Scope and budgetary compliance.
• Planning
o Review and acknowledge Implementation Management Plan. o Defines project tasks and resource requirements for City project team. o Collaborates in the development and approval of the initial Project Plan and Project Plan. o Collaborates with Tyler project manager(s) to plan and schedule Project timelines to achieve on-time implementation.
• Implementation Management
Exhibit E
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o Tightly manages Project budget and Scope and collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. o Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the Project Plan, as a whole, that is also in balance with Scope/budget.
o Collaborates with Tyler Project manager(s) to establishes risk/issue tracking/reporting process between the City and Tyler and takes all necessary steps to proactively mitigate these items or communicates with transparency to Tyler any items that may impact the outcomes of the Project.
o Collaborates with Tyler Project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the Project.
o Routinely communicates with both City staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the Project by all team members. • Team Management
o Acts as liaison between project team and stakeholders. o Identifies and coordinates all City resources across all modules, Phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices.
o Provides direction and support to project team.
o Builds partnerships among the various stakeholders, negotiating authority to move the Project forward.
o Manages the appropriate assignment and timely completion of tasks as defined in the Project Plan, task list, and Production Cutover Checklist.
o Assesses team performance and takes corrective action, if needed. o Provides guidance to City technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution. o Coordinates in Scope 3rd party providers to align activities with ongoing Project tasks.

5.2.4 City Functional Leads
• Makes business process change decisions under time sensitive conditions. • Communicates existing business processes and procedures to Tyler consultants. • Assists in identifying business process changes that may require escalation. • Attends and contributes business process expertise for current/future state analysis sessions. • Identifies and includes additional subject matter experts to participate in Current/Future State Analysis sessions.
• Provides business process change support during Power User and End User training. • Completes performance tracking review with client project team on End User competency on trained topics.
• Provides Power and End Users with dedicated time to complete required homework tasks. • Act as an ambassador/champion of change for the new process. • Identifies and communicates any additional training needs or scheduling conflicts to City project manager.
• Prepares and Validates Forms.

Exhibit E
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• Actively participates in all aspects of the implementation, including, but not limited to, the following key activities:
o Task completion
o Stakeholder Presentation
o Implementation Management Plan development
o Schedule development
o Maintenance and monitoring of risk register
o Escalation of issues
o Communication with Tyler project team
o Coordination of City resources
o Attendance at scheduled sessions
o Change Management activities
o Modification specification, demonstrations, testing and approval assistance o Conversion Analysis and Verification Assistance
o Decentralized End User Training
o Process Testing
o User Acceptance Testing

5.2.5 City Power Users
• Participate in Project activities as required by the project team and project manager(s). • Provide subject matter expertise on City business processes and requirements. • Act as subject matter experts and attend current/future state and validation sessions as needed. • Attend all scheduled training sessions.
• Participate in all required post-training processes as needed throughout Project. • Participate in Conversion Validation.
• Test all Application configuration to ensure it satisfies business process requirements. • Become Application experts.
• Participate in User Acceptance Testing.
• Adopt and support changed procedures.
• Complete all Deliverables by the due dates defined in the Project Plan. • Demonstrate competency with Tyler products processing prior to Production Cutover. • Provide knowledge transfer to City staff during and after implementation.

5.2.6 City End Users
• Attend all scheduled training sessions.
• Become proficient in Application functions related to job duties. • Adopt and utilize changed procedures.
• Complete all Deliverables by the due dates defined in the Project Plan. • Utilize software to perform job functions at and beyond Production Cutover.

5.2.7 City Technical Support
• Coordinates updates and releases with Tyler as needed. • Coordinates the copying of source databases to training/testing databases as needed for training days.

Exhibit E
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• Extracts and transmits conversion data and control reports from City’s Legacy System per the conversion schedule set forth in the Project Plan.
• Coordinates and adds new users and printers and other Peripherals as needed. • Validates all users understand log-on process and have necessary permission for all training sessions.
• Coordinates Interface development for City third party Data Exchanges. • Develops or assists in creating Reports as needed.
• Ensures onsite system hardware meets specifications provided by Tyler. • Assists with software Installation as needed.

5.2.8 City Upgrade Coordinator
• Becomes familiar with the Software Upgrade process and required steps. • Becomes familiar with Tyler’s releases and updates.
• Utilizes Tyler Community to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the City’s Software Upgrade process. • Assists with the Software Upgrade process during implementation. • Manages Software Upgrade activities post-implementation. • Manages Software Upgrade plan activities.
• Coordinates Software Upgrade plan activities with City and Tyler resources. • Communicates changes affecting users and department stakeholders. • Obtains department stakeholder sign-offs to upgrade production environment.

5.2.9 City Project Toolset Coordinator
• Ensures users have appropriate access to Tyler project toolsets such as Tyler University, Tyler Community, Tyler Product Knowledgebase, SharePoint, etc. • Conducts training on proper use of toolsets.
• Validates completion of required assignments using toolsets.

5.2.10 City Change Management Lead
• Validates users receive timely and thorough communication regarding process changes. • Provides coaching to supervisors to prepare them to support users through the project changes. • Identifies the impact areas resulting from project activities and develops a plan to address them proactively.
• Identifies areas of resistance and develops a plan to reinforce the change. • Monitors post-production performance and new process adherence.

Exhibit E
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6 EnerGov Conversion Summary

6.1 Community Development
• Permit Master basic information
• Plan Master basic information
• Plan & Permit Contacts
o Unique (keyed) contacts converted to global contacts
o Non-keyed contacts converted to a Memo Custom Field or standard note • Sub-permit Associations – Visible in Workflow and Attached Records • Reviews and Approvals
• Projects
• Permit Renewals
• Bonds and Escrow
• Contractors
• Initialized Workflows
• Inspections and Inspection Cases
• Meetings and Hearings
• Activities and Actions
• Conditions
• Fees
• Holds
• Notes
• Parcels and Addresses
• Payments and Fee History
• Zones
• Code Case Master basic information
• Code Requests
• Code Case Contacts and Properties
o Unique (keyed) contacts converted to global contacts
o Non-keyed contacts converted to a Memo Custom Field or standard note • Violations
o Fees
o Payments
o Notes

6.2 Business Management
• Business Entity (Only for Business Licensing)
• License Master basic information
• License Contacts
o Unique (keyed) contacts converted to global contacts
o Non-keyed contacts converted to a Memo Custom Field or standard note • Reviews and Approvals – Converted to Activity
• Fees
Exhibit E
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• Bonds and Escrow
• Activities and Actions
• Conditions
• Notes
• Holds
• Initialized Workflows
• Contractors
• Business Types and NAICS Codes
• Payment and Fee History
• Code Case Master basic information
• Code Requests
• Code Case Contacts and Properties
o Unique (keyed) contacts converted to global contacts
o Non-keyed contacts converted to a Memo Custom Field or standard note • Parcels and Addresses
• Meetings and Hearings
• Violations
o Fees
o Payments
o Notes
Exhibit E
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7 Munis Conversion Summary

7.1 Accounting COA
• Chart of Accounts segments, objects, character codes, project codes (if applicable), organization codes (if applicable), control accounts budget rollups, fund attributes, due to/due from accounts
• Requires the use of a Tyler provided spreadsheet for design and entry of the data to be converted

7.2 Accounting - Actuals
• Summary account balances
• Up to 3 years

7.3 Accounting - Budgets
• Original budget, budget adjustments, revised budget summaries for accounts • Up to 3 years

7.4 Accounts Payable Master
• Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers • Multiple remittance addresses
• Year-to-date 1099 amounts

7.5 Accounts Payable - Checks
• Check header data including vendor, warrant, check number, check date, overall check amount, GL cash account and clearing information
• Check detail data including related document and invoice numbers for each check • Up to 5 years

7.6 Accounts Payable - Invoices
• Invoice header data containing general information for the invoice • Invoice detail data containing line-specific information for the invoice • Up to 5 years

7.7 General Billing CID
• Customer information
Exhibit E
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7.8 General Billing – Recurring Invoices
• General Billing Invoices that are sent on a regular basis • Header records with general information about the invoice • Detail records with line-specific information

7.9 General Billing – Bills
• 5 years of open and closed invoices
• General Ledger information so open invoices can be processed in Munis

7.10 Payroll
• Payroll Employee Master data including data such as name, address, SSN, legacy employee ID, date of birth, hire date, activity status (such as active/inactive), leave/termination code and date, phone(s), e-address, marital status, gender, race, personnel status (such as fulltime, part-time, etc.), highest degree, advice-delivery (print/email/both) and check location, plus primary group, job, location, and account information

7.11 Payroll - Deductions
• Employee Deductions - including employee ID, deduction codes, tax information, and direct deposit information

7.12 Payroll – Accrual Balances
• Employee Accrual Balances including Vacation, Holiday, and other Leave balances • Start of year balance, earned to date, used to date

7.13 Payroll – Accumulators
• YTD, QTD, MTD amounts for employee pay and deductions • Needed for mid-calendar-year go-live
• May not be needed if converting earnings/deductions history • Up to 5 years

7.14 Payroll – Check History
• Up to 5 years, additional years must be quoted. We convert amounts for earnings and deductions in employee check history, check number and date.

7.15 Payroll – Earning/Deduction Hist.
• Up to 5 years, additional years must be quoted. Earning and deduction history broken down my individual codes (earnings and deduction) and amounts per pay period, the detail of these lines, sums the check history in opt 4.

Exhibit E
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7.16 Payroll – PM Action History
• A variety of Personnel actions, such as job or salary changes and dates these events occurred. • Up to 5 years

7.17 Payroll – Position Control
• Position, description, status, job code, bargaining group, location, number of employees allowed for each, FTE percentage, GL account, and max/min grade and step

7.18 Payroll – State Retirement Tables
• Specific state-required data, plus related service years information, when appropriate • Needed for some states

7.19 Payroll – Certifications
• Certification area and certification type codes, certification number and effective date, expiration date, and required-by date, codes for certification level and subjects

7.20 Payroll – Education
• Codes, for institution, type of degree, and area(s) of study

7.21 Utility Billing
• Account Master data including previous and current customer owner information- address info, phone, fax, SSN number, FID number, account status, parcel number, location street, apartment, city, state, zip, book number, read sequence, account start and end date, EFT bank information

7.22 Utility Billing –Assessments
• Assessments are improvement costs that are spread across to property owner • Utility Billing conversion option 4 (balance forward AR) must also be purchased in order to convert assessments

7.23 Utility Billing –Backflow
• Account information, backflow device information, backflow type, and backflow violations

7.24 Utility Billing –Balance Forward AR
• Account balance forward information converted as total amount due. If the client’s business practices require current due and past due bills this can be broken into three balance forward bills(current balance due and up to two past due balance bills).These can be converted to one Exhibit E
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balance forward charge code or separate balance forward charge codes, and converted to the account/customer, if the client’s legacy data contains this information. • If late penalties will be applied in Munis after the conversion, balance forward amounts must be converted by charge code

7.25 Utility Billing –Budget Billing
• Converts information for budget average billing by account, customer and service. Legacy data must include: calculated budget amount by service; number of periods remaining until plan renews; budget plan balance/credit amount, broken out by service/customer; additional amortized amount by service.

7.26 Utility Billing –Consumption History
• History of meter readings, usage, read dates, usage days, bill amounts, bill dates, read codes • Up to 5 years

7.27 Utility Billing –Flat Inventory/Containers
• Inventory for non-metered items tied to recurring service billing – flat rate is tied to inventory item(s)/item type(s) (vs consumption/usage). Trash/recycling containers, dumpsters, roll off containers, light poles, cable/internet equipment.

7.28 Utility Billing –Service Orders
• Service Orders data associated with accounts, including meter repairs, checks for leaky meter, reread a meter due to high reading

7.29 Utility Billing –Services
• Current service codes, service status, type, factor, condo units, bill cycle codes, , current deposits held on account including unpaid deposit amounts, winter usage, current meter(s) associated with service, meter readings( current and previous), meter usage (current and previous) and sales tax information.

Exhibit E
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8 EnerGov Definitions

8.1 “Template Business Transactions”
• A pre-defined and pre-configured EnerGov business process from EnerGov’s “Best Management Template”.
• The following modifications to Template Business Transactions are considered within scope:
o Any changes to required inspections within the workflow o Any changes to the required plan reviews within the workflow o Adding up to 2 additional actions to the workflow
o Configuration of fees, allowing creation of up to 3 new fees to accommodate o Any changes to custom field layouts that are directly related to fees or included reports • Customization/Configuration of any of these parameters beyond the scope listed above will require the respective business process to be considered a “Unique Business Transaction”, as described below.

Note: All transaction counts are quantified in the comments of the Investment Summary.

8.2 “Unique Business Transactions”
• Unique configuration of workflow or business process steps & actions, including output actions
• Unique Fee configuration
• Unique Custom field configuration

8.3 “Geo-Rules”
• An automation event that references GIS data. Current geo-rule action types are:

Alert • Displays a pop-up with a custom message to the user, notifying them of certain spatial data (i.e. noise abatement zones; flood zones; etc.).

Block • Places a block on the case and prevents any progress or updates from occurring on the record (i.e. no status changes can be completed, no fees can be paid, the workflow cannot be managed, etc.)
Block with
Override
• Places a block on the case and prevents any progress or updates from occurring on the record (i.e. no status changes can be completed, no fees can be paid, the workflow cannot be managed, etc.) However, the block can be overridden by end-users who have been given the proper securities.

Exhibit E
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Fee Date • Populates the CPI vesting date on the record if vesting maps are used by the jurisdiction.

Field
Mapping
• A custom field or any field inherent in the EnerGov application can automatically populate with information based on spatial data.

Required
Action
• A workflow action can automatically populate in the workflow details for the particular record (i.e. plan, permit, code case, etc.) that requires the action based on certain spatial data related to the case.

Required
Step
• A workflow step can automatically populate in the workflow details for the particular record (i.e. plan, permit, code case, etc.) that requires the step based on certain spatial data related to the case.

Zone
Mapping
• The zone(s) automatically populate on the “Zones” tab of the record (i.e. plan, permit, code case, etc.).

8.4 “Intelligent Objects (IO)”
• Key components for automatically and reactively triggering geo-rules, computing fees, and generating emails, alerts and other notifications.

8.5 “Intelligent Automation Agents (IAA)”
• A tool designed to automate task in a proactive manner by setting values and generating emails and other tasks. On a nightly basis, a Windows service sweeps the EnerGov system looking for IAA tasks that need to be run, then the associated actions are performed. The IAA does not generate alerts or errors. Custom SQL queries are not Tyler deliverables.

8.6 “EnerGov SDK/API (Toolkits)”
• API’s developed by Tyler Technologies for extending the EnerGov Framework and functionality to external agencies and systems. Full documentation is available for each toolkit upon request.

Note: The EnerGov toolkits and related documentation are simply tools that allow clients to create applications and integrations. The purchase of a toolkit/API does not imply any development related services from Tyler Technologies. The client is responsible for working with their IT staff and VAR’s to develop any necessary applications and integrations except as otherwise noted in the Investment Summary or for any “in-scope” integrations.

Exhibit E
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9 Glossary
Word or Term Definition
Application A computer program designed to perform a group of coordinated functions, tasks or activities for the benefit of the user.

Change Control A systematic approach for managing change governing how Change Requests will be received, assessed and acted on.

Change Management An approach for ensuring that changes are thoroughly and smoothly implemented and that the lasting benefits of change are achieved. The focus is on the global impact of change with an intense focus on people and how individuals and teams move from the current situation to the new one.

Change Request A form used as part of the Change Control process whereby changes in the Scope of work, timeline, resources, and/or budget are revised and agreed upon by participating parties.

Consumables Items that are used on a recurring basis, usually by Peripherals.

Examples: paper stock or scanner cleaning kits.

Control Point Occurring at the end of each Stage, the Control Point serves as a formal client review point. Project progress cannot continue until the client acknowledges the agreed upon Deliverables of the Stage have been met or agree on an action plan to make the Deliverable acceptable and move to next Stage while executing final steps of current Stage.

Cutover The point when a client begins using Tyler software in production.

Data Exchange A term used to reference Imports and Exports, and Interfaces which allow data to be exchanged between an external system and Tyler software.

Data Mapping The process of mapping fields from the Legacy System to the appropriate location in the new system from one or more sources.

Deliverable A tangible or intangible object/document produced as a result of the Project that is intended to be delivered to a client (either internal or external) or vendor at a specific time.

End User The person for whom the software is designed to use on a day-to-day basis.

Forms A document which is typically printed on a template background and only captures data for one record per page. Forms are provided to entity customers whether internal (employees) or external (citizens).

Imports and Exports A process within the system that a user is expected to run to consume (Import) or produce (Export) a specifically defined file format/layout.

Interface A real-time or automated exchange of data between two systems.

Exhibit E
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Install References the initial installation of software files on client services and preparing the software for use during configuration. The version currently available for general release will always be used during the initial install.

Legacy System The system from which a client is converting.

Modification Modification of software program package to provide individual client requirements documented within the Scope of the Agreement.

Peripherals An auxiliary device that connects to and works with the computer in some way. Examples: mouse, keyboard, scanner, external drive, microphone, speaker, webcam, and digital camera.

Phase A portion of the Project in which specific set of related products are typically implemented. Phases each have an independent start, Production Cutover and closure dates but use the same
Implementation Plans as other Phases within the Project. Phases may overlap or be sequential and may have the same Tyler project manager and Tyler project team or different individuals assigned.

Power User An experienced client person or group who is (are) an expert(s) in the client business processes, as well as knowledgeable in the requirements and acceptance criteria.

Project The Project includes all implementation activity from Plan & Initiate to Closure for all products, Applications and functionality included in a single Agreement. The Project may be broken down into multiple Phases.

Project Plan The Project Plan serves as the master blueprint for the Project. As developed, the Project schedule will become a part of the Project Plan and outline specific details regarding tasks included in the Project Plan.

Project Planning Meeting Occurs during the Plan & Initiate Stage to coordinate with the Client project manager to discuss Scope, information needed for project scheduling and resources.

Questionnaire A document containing a list of questions to be answered by the client for the purpose of gathering information needed by Tyler to complete the implementation.

RACI A chart describing level of participation by various roles in completing tasks or Deliverables for a Project or process. Also known as a responsibility assignment matrix (RAM) or linear responsibility chart (LRC).

Reports Formatted to return information related to multiple records in a structured format. Information is typically presented in both detail and summary form for a user to consume.

Scope Products and services that are included in the Agreement.

Exhibit E
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Software Upgrade References the act of updating software files to a newer software release.

Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project and requires acknowledgement before continuing to the next Stage. Some tasks in the next Stage may begin before the prior Stage is complete.

Stakeholder Presentation Representatives of the Tyler implementation team will meet with key client representatives to present high level Project expectations and outline how Tyler and the Client can successfully partner to create an environment for a successful implementation.

Standard Included in the base software (out of the box) package.

Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project -specific activities and Deliverables Tyler will provide to the client.

Test Plan Describes the testing process. Includes “Test Cases” to guide the users through the testing process. Test cases are meant to be a baseline for core processes; the client is expected to supplement with client specific scenarios and processes.

Validation (or to validate) The process of testing and approving that a specific Deliverable, process, program or product is working as expected.

Work Breakdown
Structure (WBS)
A hierarchical representation of a Project or Phase broken down into smaller, more manageable components.

Exhibit E
Exhibit F
1 Exhibit F
Modifications
Modification: Time of use electric billing.
• Delivery / Availability Date: July 2022 (Version 2022.2) • Cost: $60,000.00
• Description: The City of Vernon has requested a modification to the MUNIS Utility Billing system to enable Time of Use electric billing using one single Service/Rate on the Account. MUNIS UB will be enhanced to allow for multiple Rate Tables to be defined for a single Rate Master. Using a new “TOU code” field on the Rate Table screen each Rate Table will be assigned to a Time of Use period. The TOU Codes will be new Miscellaneous codes (user definable) and will be used to distinguish one TOU period from another; examples, “On-Peak” and “Off-Peak”. With these codes the total On-Peak KWH usage (or KW read) and total Off-Peak KWH usage (or KW read) can be collected/passed separately (per meter) from the meter reading system and be billed at their corresponding rates. MUNIS UB will not store interval readings or calculate the total KWH usage per TOU period, but instead will expect the total KWH (or KW) per TOU period per billing period to be passed from the meter reading solution. In this case it will be Itron MVRS-90, for which a new meter reading import file format will be created. Consumption units from each channel on the meter will be stored in consumption history and printed on the bill statement, along with the reading time, charge amount, and TOU code.

Modification: City of Vernon KVAR billing calculation.
• Delivery / Availability Date: July 2022 (Version 2022.2) • Cost: $10,000.00
• Description: Additionally there will be a modification to match the City of Vernon KVAR billing calculation. A new KVAR charge calculation that 1) divides KWH by KW to determine hours, 2)divides KVAR by hours to establish a KVAR max, and 3) bills the difference between the KVAR max and 20% of peak KW against a rate. The modification will match the provided calculation.

Exhibit F
2 Exhibit G
1 Exhibit G
Annual Support and Hosting Statement of Work
In the event of a conflict between the terms of this Support tatement of Work and the Agreement, the terms and conditions of this Support Statement of Work shall prevail. This Support Statement of Work and the Agreement represents the complete agreement regarding the subject matter and replaces any oral or written communications between the Client and Tyler.

I. Overview
As more particularly described in the Agreement, the DHD System Maintenance includes a nontransferrable, limited, nonexclusive limited right to use the SaaS Services for named Client staff. This includes:
• The use of the Client Production System in the offices, • The use of the offline version of the System (“Field Client”), • Software support, i.e. correction of System-generated errors and identified bugs in the approved and implemented System functionality, and work stoppage issues created by these errors, • Hosting of Client data and complete System application, • Technical support to Client staff handled through Client and Tyler Maintenance Support team for modules on the current production System.
• Software Support
A. Software Version Releases

1. Although there are no formal software version releases, the DHD system is periodically updated to include system-wide improvements and features. As these updates are completed, they are implemented to the live system at no additional charge to the Client.

2. Tyler will notify the Client of any software modifications and revisions. The notification shall include, but may not be limited to, a statement describing the effect of including the software change on the system, application programs, data files, workstation functions and services, and personnel training recommendations.

B. Client Issue Tracker
The System includes the Client Issue Tracker module. The Client System Administrators (CSAs) are able to enter issues, open tickets, and enter requests. CSAs can also monitor the progress of the ticket as it moves through the system and are alerted when the issue is resolved. Each issue is assigned a priority level and a status, so pending issues can be addressed in order from highest priority to lowest as defined by Client and specified to Tyler staff.

Exhibit G
2 C. Bug/Error/Break Fixes

1. Bugs, errors, and breaks are defects in the product, that is, a deviation between the functionality of the product and its actual performance. A bug fix is required to change the code to repair the bug. Bug fixes could be associated with a single line of code or large portions of code thus requiring more development time.

2. Critical Bugs are defined as problems that create a Client work stoppage, problems that affect the Client’s ability to use the System as it was designed, problems that prevent the Client from doing business, or problems that prevent the Client from submitting data to the System.
a) If the Client reports an issue as a Critical Bug, Tyler staff will review and verify the status. If the issue does not qualify as a Critical Bug as defined above, Tyler staff will update the issue status, assign it to a Work Order, and notify Client.

3. Escalated Issues are defined as those issues that do not meet the qualifications of a Critical System Bug but still need to be addressed and corrected as soon as possible, e.g. before all other issues in Issue Tracker except Critical Bugs. Only Tyler staff is able to Escalate Issues.

The types of issues that can be elevated to an Escalated Issues status are:
a) Time-sensitive or urgent report requests that have a hard date and/or time deadline, such as media requests or legislative reports, b) Time-sensitive or urgent change requests that have a hard date and/or time deadline, such as state-mandated changes regarding permit renewals, licensing, or billing.

Additional charges may apply to escalated change requests that fall outside the original Scope of Work.

4. Critical Bugs and Escalated Issues receive top priority in the maintenance schedule. When Critical Bugs and Escalated Issues are reported, they are verified by Tyler, acknowledged, and typically resolved within twenty-four (24) hours. If a Critical Bug will take longer than twentyfour (24) hours to correct, the Client will be notified of the proposed correction within twentyfour (24) hours. If there are more than three (3) Escalated Issues in the Client System at one time, a Work Order will be created containing only the Escalated Issues, and will be moved into the development schedule as soon as possible. The estimated turnaround for Escalated Issues is seven (7) business days.

5. A Work Order is defined as a list of issues, grouped by issue priority and system module, created by Tyler staff and approved by the Client. Work Orders may contain up to twenty (20) issues and must be approved by Client signature before added to the maintenance schedule.

Once a Work Order is complete, the Client will have 30 calendar days to review, test, and accept the Work Order by Client signature, or reject the changes in writing, with detailed documentation of the reasons for rejection. Once the Client accepts the Work Order, the changes will be pushed to the Client Production System within two (2) business days. All items within a Work Order will be pushed to production at one time, not piecemeal. The estimated turnaround time for Work Orders is sixty (60) to ninety (90) business days.

Exhibit G
3 a) Once a Work Order is pushed to the production system and verified by Client, the Client will sign a completion form, indicating acceptance of all the issues within the Work Order. No additional Work Orders will be moved into development until the completion form is signed.

D. State-Mandated Changes

1. During the course of this contract, the federal, state, or county laws, ordinances, policies, or procedures may be changed or updated, and require the addition of fields to system screens and/or format changes to printable forms, or a change in the format in which the data is collected or output on a standard form directly relating to a module included in the Client Production System. Tyler will accommodate up to one (1) form change and ten (10) field changes per module annually. Further changes will be quoted on a case-by-case basis at the standard rate of $200 per hour.

2. In the event that major functionality or report changes are required as the result as a law or ordinance change, the upgrade may require additional funding and will be quoted on a case-by-case basis at the standard rate of $200 per hour.

E. System Enhancements

1. System Enhancements are defined as change requests and feature requests, which affect System appearance and/or functionality not included in the existing System functionality or that fall outside the system Scope of Work and/or approved system documentation.

2. The Tyler Project Team on a case-by-case basis evaluates change requests. Each change request will be reviewed against the original System scope of work and approved specifications, and will be quoted to the Client at the standard per-hour development rate.

3. Feature requests are evaluated by the Tyler Project Team on a case-by-case basis. Each request will be reviewed against the original scope of work and approved system specifications, and will be quoted to the Client at the standard per-hour development rate.

4. All changes and enhancements to the system will be quoted to the client on a case-bycase basis. No billable work will be performed until both parties sign a written agreement that includes scope of work, project timeline, and approved payment milestones.

5. Changes and features are first implemented and tested on Tyler’s Development server.

After the change is approved internally, it is pushed to the Testing server. This server is the Client’s testing environment, which is an exact replica of the production system. This testing environment is standard in the system, and there is no extra fee for this feature. Once the enhancements have been fully tested and approved by the Client, they are pushed to the production system where they are immediately available to all users. There is no downtime for any user, and no extra software installations are necessary.

6. Change and feature requests will be addressed in ninety (90) to one hundred and twenty (120) working days, depending on type of request, complexity, and current development schedule.

Exhibit G
4 F. Priorities
The Priority field helps define an issue’s importance to the Client and is used to determine delivery dates. The options are: Very High, High, Medium, Low, and Very Low.

1. The “Very High” status is reserved for Work Stoppage bugs only. The status of a Work Stoppage is strictly reserved for bugs that are preventing use of the system. Work Stoppage Bugs are corrected within 24 hours unless otherwise notified by the Tyler Maintenance Team.

2. In the event of a major issue that impacts production, procedures are in place to allow immediate attention to focus on that item whether it requires programming resources or other Tyler staff participation.

3. All escalation is handled through Tyler technical support. Depending on the type of issue, the system may escalate an item to one department or another (for example, Database Administration, Project Management, or Development). Any time an issue is escalated to senior technical staff the Client will receive an estimated correction time and a reason for the escalation to senior tech staff.

G. Project Procedures
Each deliverable document or Work Order will be approved in accordance with the following procedure:

1. One printed draft of the deliverable document is submitted to the Client Project Manager, with a deliverable acceptance document including an approval signature page. It is the Client Project Manager’s responsibility to make and distribute additional copies to the other reviewers.

2. Within five (5) business days the Client Project Manager will either approve the deliverable or provide the Tyler Project Team written documentation of the discrepancies.

3. The Tyler Project Manager will resubmit, in electronic form, the final version of the deliverable document to the Client Project Manager for approval. The Client Project Manager will provide final written approval within five (5) working days.

4. Reasonable delays in this approval process will be considered and allowed if agreed by the Tyler and the Client Project Manager.

H. Escalation Procedure
When a conflict arises between Client and Tyler, the project team member(s) will first strive to resolve the problem internally. The following procedure will be followed if resolution is required to a conflict arising during the performance of this SOW:

1. Level 1: If the project team cannot resolve the conflict within five (5) working days, the Client Project Manager and Tyler Project Manager will meet to resolve the issue.

Exhibit G
5 2. Level 2: If the conflict is not resolved within five (5) working days after being escalated to Level 1, the Client Project Sponsor will meet with the Tyler Project Executive and Project Manager to resolve the issue.

3. Level 3: If the conflict remains unresolved after Level 2 intervention, resolution will be addressed in accordance with the Project Change Control Procedures or termination of this SOW, the Hosting SOW, and contract under the terms of the Agreement.

4. During any conflict resolution, Tyler agrees to provide services relating to items not in dispute, to the extent practicable pending resolution of the conflict.

I. Rate for Additional Work

1. Changes to the system appearance and functionality will be quoted on a case-by-case basis at a rate of $200 per hour. This price covers all project management and development staff time. Travel and other expenses are not included in the per-hour price and may be quoted separately as necessary. No billable work or travel will be performed until both parties sign a written agreement that includes scope of work, project timeline, and approved payment milestones.

II. System Hosting
System Hosting includes hardware support and maintenance for all Tyler-controlled equipment involved in hosting the Client’s system, data and application storage, data and application backups, and disaster recovery.

A. Connectivity
The DHD system is accessed through an Internet browser and an Internet connection. No additional Client connectivity is required to access the full functionality of the production DHD system.

B. Data Storage
The data storage subsystem is configured with 9 terabytes of storage and can be expanded at any time if necessary for the term of the contract.

C. Backups
The System is 100% web-browser based and is hosted on servers that Tyler maintains. Tyler is responsible for backups, security administrations, and problem resolutions. Tyler will run nightly backups of all data. The following backups are performed:

1. Nightly differentials,

2. Weekly move backup,

3. Monthly backup rotation.

Exhibit G
6 D. Disaster Recovery
In the event that data recovery is necessary following a disaster that would render data in the primary database unrecoverable, Tyler would look first to the most recent incremental backup of data and attempt to restore. In the event that both the primary database and the incremental backup experienced a catastrophic failure, Tyler would restore from the nightly incremental backup. In the event that all three of these data sources were unavailable or had catastrophic failures, Tyler would retrieve the most recent daily or weekly backup from the long-term backup storage and restore. An exception to this process would be if data were available from another backup source maintained at the Client site – at that point, if the client felt their copy was the most up-to-date, Tyler would restore data from the copy the Client deemed appropriate.

E. Hardware Support
Hardware is defined as the processor(s), RAM, hard disk(s), motherboard, NIC card, and other related components included in the Tyler server assigned to the Client System. All hardware components directly relating to the Client System will function properly and any failed component will be replaced immediately at no additional Client cost. The replacement process will begin when the cause of the problem has been determined. Hardware replacement is guaranteed to take no more than four (4) hours.

F. Network Availability
Network uptime occurs when the functionality of all Tyler network infrastructure including cabling, switches, and routers, is operating as designed. Network downtime occurs if the Tyler servers are unable to transmit and/or receive data, and if the Client opens a service ticket for the incident in the System ticket-tracking module. Network downtime is measured from the time the Client ticket is opened to the time the issues is resolved and the Tyler network comes back online.

The Tyler network will be available 99.9% of the time, excluding scheduled maintenance or upgrades approved by both Client and Tyler.

G. Infrastructure Guarantee
Critical systems include all power and HVAC infrastructure, UPS equipment, and cabling. Power supplies of individual servers are not included (see below for Hardware Guarantee). Critical systems downtime occurs when a Tyler server assigned to Client System is shut down because of power or heat problems, and if the Client opens a service ticket for the incident in the Client System ticket tracking module. Critical system downtime is measured from the time the Client ticket is opened to the time the issue is resolved and the Tyler server comes back online. Tyler critical systems, including power and HVAC, are available 99.9% of the time, excluding scheduled maintenance periods.

H. Maintenance and escalation (scheduled and unscheduled)

1. Tyler will notify Client at least 48 hours in advance of any scheduled network downtime for System maintenance and service.

Exhibit G
7 2. In the event of an unscheduled outage, Tyler will immediately notify the Client contact, informing them of the outage and its estimated length. Should the outage last more than four hours Tyler will provide an update to Client every four hours as to the system status.

3. All updates and notifications will be delivered via email to the Client contact.

I. Remedies

1. Should a Tyler outage occur that results in Client system unavailability in excess of the guaranteed uptimes, Tyler will credit Client 5% of the monthly SaaS fee for every 5% of downtime with 95% as the first credit threshold. Credits will be applied toward future SaaS payments.

J. Exceptions

1. Delinquent customers may not take advantage of our uptime guarantee. Client must request all credits in writing within three (3) calendar days of the reported downtime, and the downtime must be from a single occurrence.

III. Customer Support
A. On-line Support: System includes online text based help down to the field level. Users can hover the mouse over a field and popup text help for that field will appear.

B. Telephone Support: Telephone support for Client System Administrators between the hours of 8:00 AM and 6:00 PM EST. There is a 24-hour emergency support line available for Client System Administrators, but not general staff. General staff issues should be first directed to the Client District System Administrator to determine that the issue does not pertain to Client policy.

If the issue is a legitimate system use issue and the Client District System Administrator is unable to assist the user, the Client District System Administrator may call the Support line to receive additional assistance from a Tyler staff member.

C. Virtual Support: Tyler technical staff can remote in to the application so that they can see the exact screen that an employee is on at any time. This allows them the ability to assist as if they were sitting next to the employee. The Client has to allow access to the system through the Client firewall.

D. User Manual: Electronic user manual documentation is configured to reflect the custom features of Client’s specific version on the application.

IV. Roles and Responsibilities
Role Responsibilities
Application Support (Table
Maintenance)
The Client will be responsible for making some table changes to the system using Tyler-developed tools through the DHD system.

The Client will also be responsible for using Issue Tracker to request changes to the system that are not available to them Exhibit G
8 Role Responsibilities
through the system. Tyler is responsible for fully supporting the application.

Communication The Client is responsible for appointing a System Administrator who can verify and enter Issue Tracker items, set up users, etc.

This position requires no special software or hardware knowledge and does not require a major time investment. Tyler is responsible for notifying the client of scheduled outings, updates on system changes, etc. Both the Client and Tyler are responsible for communication about the DHD system.

Connection The Client is responsible for monitoring and ensuring that the internet connection is working properly.

Hardware Maintenance The Client is responsible for all hardware purchased, installed, and used by the Client. Tyler is responsible for application and server hardware and peripheral equipment pertaining to those servers.

Information Services
Technical
The Client is responsible for maintaining Client’s own technical staff as it relates to the Client’s existing infrastructure. Tyler will be responsible for everything that applies to the production system, data storage, and application and server hardware.

Network Support The Client is responsible for maintaining their own network system so that users are able to access the Internet and a web browser. Tyler is responsible for all network support to application and data servers.

Security Monitoring The Client is responsible for monitoring Internet security and any other security measures already in place. Additionally, the Client will be responsible for maintaining the integrity of the internal user security (permissions, passwords, etc.). Tyler is responsible for monitoring security at the data and application server level.

Software Updates Tyler is responsible for all software updates on the application.

The Client is responsible for other applicable software updates on the Client’s hardware (operating systems, Internet browser, etc.). [The remainder of this page is left blank intentionally.]

Vernon City CouncilJune 21, 2022

Vernon City Council
June 21, 2022