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HomeMy WebLinkAbout2016-148-E Planning-Health-Tax - Tyler Technologies, Inc. for license/services agreement for EnerGov Implement. of Land Mgmt. CPS DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 1 +nfif���ft ) of ty e r : LICENSE AND SERVICES AGREEMENT This License and Services Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Client selected Tyler to license the software products and perform the services set forth in the Investment Summary and Tyler desires to perform such actions under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement,Tyler and Client agree as follows: SECTION A—DEFINITIONS • "Agreement" means this License and Services Agreement, including the Exhibits and Schedules thereto, and as further defined in Section I(11). • "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 Orange County, North Carolina, a body politic and corporate of the State of North Carolina. • "Defect" means a failure of the Tyler Software to substantially conform to the Functional Requirements or their functional equivalent. Any functional equivalent to cure a defect will be mutually agreeable to both parties and will be substantially similar in how it conforms to the original Functional Requirement. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation. A"Defect" does not include a lack of functionality in the Tyler Software identified solely as a result of a change in your Internal Business Purposes. • "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 on which your authorized representative signs 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. • "Functional Requirements" refer to our affirmative responses to the functional requirements described in your RFP and set forth in our Proposal, which responses are incorporated herein by reference. For the avoidance of doubt, an "affirmative response" means that we indicated the functionality exists as a standard feature within the Tyler Software, or could be made available to you as a custom modifications. Functional Requirements that are associated with a custom modification are only in-scope to the extent you have purchased the development services to deliver the custom modification. • "Internal Business Purposes" means those administrative and operational functions you perform in DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 the ordinary course of your business.This shall be understood to include the shared services land management and development functions performed by inter-governmental agencies and municipal users who, in the normal course of their business, have the need to access and/or review the land management records you generate, or that originate with you, or who desire to generate land management records unique to that agency or municipality within the licensed instance of the Tyler Software, and subject to the limitations set forth in this Agreement. • "Investment Summary" means the agreed upon cost proposal for the software, products, and services attached as Exhibit A. • "Invoicing and Payment Policy"means the invoicing and payment policy attached as Exhibit B. • "Maintenance and Support Agreement" means the terms and conditions governing the provision of maintenance and support services attached as Exhibit C. • "Proposal" means our written response to your RFP, including the written clarifications submitted post-Proposal (EnerGov Part 1 Responses to Cost and SOW Post Demo Follow-Up, EnerGov Part 2 Functionality Post Demo Follow-Up, EnerGov Cost Proposal Clarifications, and EnerGov Technical and GIS Clarification Follow-Up) as well as Appendix A—Final with OC comments re: non-compliance issues. • "Request for Proposal" or"RFP" means the procurement documentation you issued for the software and services that are the subject of this Agreement, identified as RFP#5202 and subsequent amendments. • "Statement of Work" means the document, set forth at Exhibit D, setting forth the terms and conditions under which Tyler will deliver the in-scope professional services to implement the Tyler Software. • "Support Call Process" means the support call process attached as Schedule 1 to Exhibit C. • "Tyler" means Tyler Technologies, Inc., a Delaware corporation. • "Tyler Software" means our proprietary software and related interfaces identified in the Investment Summary and licensed to you through this Agreement. • "we","us",'bur"and similar terms mean Tyler. • "you" and similar terms mean Client. SECTION B—SOFTWARE LICENSE 1. License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your Internal Business Purposes only. 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. Upon payment in full under Section B(2), your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Section B(1). 1.2 You understand the scope of your license is limited to the number of licenses set forth in the Investment Summary. Therefore, you agree that any inter-governmental agency or municipal user, within the scope of your Internal Business Purposes, must be allocated one of the named user licenses set forth in the Investment Summary, or you must acquire additional named user licenses for those users on the terms and conditions set forth in this Agreement. You further understand and agree that you are responsible for those users' compliance with the terms and conditions of this Section B, as if those users were your employees or agents, and any breach of those terms and conditions will be ° °, tyler 2 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 considered a breach by you. 1.3 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only, except where disclosure is required in accordance with Section 1(17). 1.4 You may not: (a)transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties. 1.5 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.6 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance associated with such transfer. As of the Effective Date, the transfer process takes eight (8)to sixteen (16) service hours, which we would provide according to the provisions of Section 1(1). 1.7 We reserve all intellectual property rights, including but not limited to licensing rights, not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold. 2. License Fees. You agree to pay us the license fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 3. Escrow. We agree to maintain an escrow agreement with a third party under which we place the source code for each major release of the Tyler Software. You may be added as a beneficiary to the escrow agreement by completing a standard beneficiary enrollment form, a copy of which is provided at Exhibit F, and paying the then-current annual beneficiary fee to the escrow agent, unless we invoice you on the escrow agent's behalf.The current annual beneficiary fee is$750. You will be responsible for maintaining your ongoing status as a beneficiary, including payment of the then-current annual beneficiary fees. Release of source code for the Tyler Software is strictly governed by the terms of the escrow agreement. 4. Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted,we will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement. SECTION C—PROFESSIONAL SERVICES 1. Services. We will provide you the various implementation-related services itemized in the Investment Summary. You will receive those services according to the Statement of Work, which includes a task for preparing a project plan. A sample project plan has been provided for your reference at Exhibit G. 2. Professional Services Fees. You agree to pay us the professional services fees at the rates set forth in the Investment Summary. Amounts are payable in accordance with our Invoicing and Payment Policy. You ° °' tyler 3 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. 3. Additional Services. The Investment Summary contains the scope of services and related costs (including programming and/or interface estimates) required for the project based on the specifications you supplied in your RFP and/or that we addressed in our Proposal. If additional work is required other than the re- performance of services as set forth under Section C(5) or to fix a Defect as set forth under Section B(4), 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. We make all reasonable efforts to schedule our personnel for travel, 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 are qualified to perform the services requested under this Agreement. We will perform those services in a highly professional,workmanlike manner, consistent with industry standards and applicable laws and regulations. Without limiting Section C(7), we are responsible for the professional quality of our services and deliverables outlined in the Statement of Work, and our services will be delivered according to the project schedule established under that Statement of Work. We will deliver a project plan for your review within the timeframe we mutually agree to during project kick-off. 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, using all reasonable efforts to do so in a timely manner. 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel,facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us. You further agree to provide a reasonably suitable environment, location, and space for the installation of the Tyler Software, including, without limitation, sufficient electrical circuits, cables, and other reasonably necessary items required for the installation and operation of the Tyler Software. EnerGov System Requirements are set forth at Attachment C to the Statement of Work. 7. 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). 8. Personnel.After the Effective Date, and in coordination with the project kick-off activities identified in the Statement of Work, we will make our project staffing assignments. The personnel we assign will have the necessary knowledge, skills and experience to perform their assigned duties. We will provide you with project resumes, demonstrating relevant past project experience, for project team members that are ° °' tyler 4 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 allocated for potential onsite services. With the exception of the resumes for the Project Manager and Principal Implementation Consultant (hereinafter"Key Personnel"), those resumes are for your information and planning purposes only. With regards to Key Personnel, however, you may(a) meet with and/or interview by phone the proposed Key Personnel, with any travel expenses for onsite meetings or onsite interviews you request to be billable to you; (b) conduct, at your expense, project reference checks on the proposed Key Personnel; and (c) approve or reject the assignment of the proposed Key Personnel. In exercising those options, you understand and agree that (d) any meeting, interview or reference check must be requested and conducted within a timeframe to be mutually agreed to; and (e) if you reject the proposed Key Personnel,you must timely notify us of that rejection, and work with us to adjust any impacted project dates and activities to accommodate a repeat of the process described above. You further understand and agree that staffing assignments, including the assignment of the Key Personnel, are subject to our reasonable discretion, and that our resources are finite. Accordingly, your approval of the proposed Key Personnel will not be unreasonably withheld. Reasonableness, in this context, will be measured by the proposed Key Personnel's ability to satisfy the standards for their respective roles and their positive reference checks. Key Personnel will have led at least one (1) prior implementation of the Tyler Software through all stages to a successful completion. The Project Manager shall incorporate the core values of the Project Management Institute in their project management methodology, and the Project Manager shall be trained in, and shall use, our proprietary project management techniques,which we deploy through repeated online and onsite training and professional development opportunities. Once our project team is assembled and your counterparts have been identified, consistent with the roles described in Attachment D to the Statement of Work, we agree that we will not remove that staff and personnel from their assigned project roles without reasonable advance notice and good cause, and that we will work with you to mitigate project impacts after any such removal. The parties will also work together to manage the project impact resulting from the temporary unavailability of project staff from either party. In the event our personnel is/are not providing services consistent with our service warranty, you will notify us of that deficiency and give us a reasonable opportunity to correct it. In the event the deficiency persists such that project progress is impeded and/or your project team has assumed our project member's responsibilities to mitigate impact on project progress, we will replace that project member upon your written request. Replacement staff will be assigned following the same processes set forth above, shall have at minimum the reasonably equivalent experience as the person being replaced, and shall be non-billable to you for the first two weeks of their project assignment (whether their services are being provided onsite or remotely,with only travel expenses being billable to you in the event they must appear onsite), allowing the individual to come up to speed and to diminish the impact to the project. SECTION D—MAINTENANCE AND SUPPORT This Agreement includes the period of free maintenance and support services identified in the Invoicing and Payment Policy. You have purchased ongoing maintenance and support services, and if you continue to make timely payments for them according to our Invoicing and Payment Policy, we will provide you with maintenance and support services for the Tyler Software under the terms of our standard Maintenance and Support Agreement. If, in the future,you opt not to purchase ongoing maintenance and support services for the Tyler Software, the Maintenance and Support Agreement will not apply to you. Instead,you will only receive ongoing maintenance and support on the Tyler Software on a time and materials basis. In addition, you will: ° °, tyler 5 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 (i) receive the lowest priority under our Support Call Process; (ii) be required to purchase new releases of the Tyler Software, including fixes, enhancements and patches; (iii) be charged our then-current rates for support services, or such other rates that we may consider necessary to account for your lack of ongoing training on the Tyler Software; (iv) be charged for a minimum of two (2) hours of support services for every support call; and (v) not be granted access to the support website for the Tyler Software or the Tyler Community Forum. SECTION E—MyGovPay/VirtualPay The MyGovPay/VirtualPay functionality, to the extent identified as in-scope in the Investment Summary, will be provided according to the terms of this Agreement, as well as the terms set forth at Exhibit E. SECTION F—CONTRACT AMOUNT; INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you the fees for the license(s), products, and services in the Investment Summary per our Invoicing and Payment Policy, subject to Section F(2). 2. Invoice Disputes. If you believe any delivered product or service does not conform to this Agreement,you will provide us with written notice within thirty(30) days of your receipt of the applicable invoice. The initial written notice must identify the invoiced product or service line item(s)you contend are in dispute. Within five (5) business days of that initial written notice, you will provide details explaining why you are disputing the invoiced product or service so that we can provide a written response to you that will include either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work together 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 only withhold payment of the amount(s) actually in dispute until we complete the action items outlined in the action plan. Both parties shall perform under the action plan in a manner consistent with this Agreement. We reserve the right to suspend delivery of all services, including maintenance and support services, if you fail to submit payment within forty-five (45) days of an invoice not disputed as described above. 3. Contract Amount. Consistent with N.C.G.S. § 159-28(a), the following maximum amounts are established under this Agreement:The maximum amount payable under this contract for software licenses is three hundred forty-seven thousand, seven hundred twenty-two dollars ($347,722). The maximum amount payable under this contract for professional services is five hundred thirty eight thousand four hundred dollars ($538,400.00) and related business travel expenses of fifty one thousand dollars ($51,000.00). The maximum amount payable under this contract for Maintenance and Support is five hundred twenty-one thousand nine hundred twenty-three dollars ($521,923). These amounts shall not be exceeded without a duly executed written amendment or change order to this Agreement. SECTION G—TERMINATION 1. For Cause. You may terminate this Agreement for cause in the event we don't cure, or create a mutually ° °, tyler 6 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 agreeable action plan to address, a material breach of this Agreement within forty-five (45) days of receiving notice from you under Section 1(3), Dispute Resolution. 2. Lack of Appropriations. Any payments under this Agreement that are due beyond the current fiscal year are conditioned on appropriation of sufficient funds to cover the purposes set forth in this Agreement. This Agreement shall terminate at the start of any fiscal year where you do not appropriate or otherwise make available funds sufficient to purchase, lease, operate, or maintain the products or services set forth in this Agreement. In the event of such non-appropriation,you will make all good faith efforts to provide us with reasonable advance notice of that non-appropriation. 3. Force Maieure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of scheduled tasks for a period of ninety(90) days or more. 4. Termination for Convenience. You may terminate this Agreement for your convenience upon thirty(30) days' advance written notice to us. 5. Termination for Change of Control. In the event of a merger, acquisition, or sale of substantially all of our assets, you may terminate this Agreement within one hundred eighty days of the effective date of the change of control event upon thirty(30) days'written notice to our then-current parent. 6. Payment Obligations upon Termination. In the event of termination for cause,you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or undisputed expenses we have incurred, prior to the effective date of termination. Disputed fees will be subject to the dispute resolution process set forth in 1(3). You may dispute fees associated with termination for cause, even if you had not previously submitted them to the invoice provision of Section F(2). In a termination for non-appropriation, or for convenience, Force Majeure, or a change in control, any disputed fees must have been submitted to the invoice dispute process set forth in Section F(2) prior to your notice of termination. In the event of termination for lack of appropriations, no further payment shall be made or due under this Agreement except those due up to and through the last day of service for the current fiscal year. In the event of any other termination hereunder, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or undisputed expenses we have incurred, prior to the effective date of termination. You will not be entitled to a refund or offset of previously paid license and other fees, except that we will issue a pro rata refund of any prepaid but unused annual maintenance fees. For the avoidance of doubt, expenses payable upon termination are those expenses incurred consistent with the provisions of the Invoicing and Payment Policy. Within a reasonable timeframe following termination, we will provide any deliverables you have paid for but not yet received, and we will return any of your electronic data and files in our possession. SECTION H—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 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, as permitted under North Carolina law. You agree to provide us with reasonable assistance, cooperation, and information in ° °, tyler 7 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 defending the claim at our expense. 1.2 Our obligations under this Section H(1)will not apply to the extent the claim or adverse final judgment is based on your: (a) use of a previous version of the Tyler Software and the claim would have been avoided had you installed and used the current version of the Tyler Software, which was provided to you under your Maintenance Agreement; (b) combining the Tyler Software with any product or device not provided, contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any modification by third parties at your direction or otherwise permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties; or(e)willful infringement, including use of the Tyler Software after we notify you to discontinue use due to such a claim. 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. 1.4 If, as a result of an infringement or misappropriation claim,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. In the event these options are not reasonably available to us, and/or you desire to pursue other remedies available under applicable law, we will engage in the dispute resolution process set forth in Section I(3). 2. Property Damage and Personal Injury Indemnification. We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all direct 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 our negligence or willful misconduct. 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS,WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO,ANY IMPLIED WARRANTIES, DUTIES,OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT ALLOWED UNDER NORTH CAROLINA LAW, 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 A PARTY'S ACTUAL DIRECT DAMAGES. THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS H(1)AND H(2). S. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT,OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. l 8 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 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; and (d) Workers Compensation complying with applicable statutory requirements. We will add you as an additional insured on the General Liability and Auto Liability policies and provide you with copies of certificates of insurance reflecting all policies required hereunder. In the event of a cancellation of a policy required hereunder, we will provide you with commercially reasonable notice and updated certificates of insurance. SECTION I—GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services, including but not limited to services to transfer the Tyler Software to a replacement hardware system or to perform post- implementation system performance and testing services, at the rates set forth in the Investment Summary for twenty-four (24) months from the Effective Date for services, and thirty-six (36) months from the Effective Date for products, and thereafter at our then-current list price, 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 twenty-four (24) months for services and thirty-six(36) months for products from the Effective Date. 3. Dispute Resolution. For all disputes other than invoice disputes subject to Section F(2), you agree to provide us with written notice no later than forty-five (45) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with the other party's appointed senior representative. Senior representatives will meet at your office within forty-five (45) days of our receipt 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, either of us may assert our respective rights and remedies in court. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of this Agreement, or the performance or non-performance of this Agreement, must be brought in the General Court of Justice of North Carolina sitting in Orange County, unless the claim must be brought in federal court, in which case it must be brought in the federal district court in or serving Orange County. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures, and the parties may agree to nonbinding mediation of any dispute prior to bringing a claim in court. 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 ° °, tyler 9 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 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. Pursuant to the terms of North Carolina General Statute 153A-449(b), no North Carolina county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2, Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain such compliance constitutes breach of contract. We affirm our compliance with the requirements of Article 2, Chapter 64. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 8. No Assignment. Neither party may assign this Agreement without the prior written consent of the other party; provided, however, that your consent is not required in the event we have a change of control. 9. Force Maieure. 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 End User License Agreement(s). 11. Entire Agreement;Amendment. This Agreement, including the RFP and Proposal, which are incorporated herein by reference, represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. In the event of conflict between the Agreement, the RFP, and the Proposal, the order of priority shall be (a)the Agreement; (b) the Proposal; and (c)the RFP. Any reference to future functionality that may be identified in our Proposal is not subject to this Agreement. 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. ° °' tyler 10 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 15. Notices. All notices or communications required or permitted as a part of this Agreement 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. If you terminate this Agreement, we agree to remove your name from any then- current client lists or then-current webpages identifying our clients. 17. Confidentiality. While both parties recognize and agree to adhere to North Carolina's public records law, set forth at Chapter 132 of the North Carolina General Statutes, both parties also recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; (b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law. The parties agree that the Investment Summary provided as Exhibit 1 and the pricing proposal contained within Tyler's Proposal will not be treated as confidential information, but the functional requirements checklist contained within Tyler's Proposal will be treated as a trade secret and redacted from any public disclosure in response to an open records request. We agree to indemnify and hold harmless Orange County and each of its officers, employees, and agents from all costs, damages, and expenses incurred in connection with refusing to disclose any material,which Tyler has designated as a trade secret. 18. Certifications; Business License. If the activities related to the performance of this Agreement require specific licenses, certifications or related credentials,we represent that we and/or our employees, agents and subcontractors engaged in such activities possess such licenses, certifications or credentials, and that such licenses, certifications or credentials are current, active and not in a state of suspension or revocation. In the event a local business license is required for us to perform services hereunder, you will ° °, tyler 11 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 assist 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 North Carolina,without regard to its rules on conflicts of law. 20. Multiple Originals and 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. This Agreement, together with any amendment or modifications thereto, may be executed electronically. All electronic signatures affixed hereto evidence the intent of the parties to comply with Article 11A and Article 40 of the North Carolina General Statutes Chapter 66. 21. Contract Documents. This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Schedule 1: Business Travel Policy Exhibit C Maintenance and Support Agreement Schedule 1: Support Call Process Exhibit D Statement of Work Exhibit E MyGovPay/IVR Terms Exhibit F Source Code Escrow Enrollment Exhibit G Sample Project Plan 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. Orange County, North Carolina DocuSigned by: DocuSigned by: By Paint, ( Jbm� l B : i�6VU'U, 3DEKFBF93324B3... 0637994B755E477... Name: Dane Womble Name: Bonnie Hammersley Title: President, Local Government Division Title: Orange County Manager Date: 2/12/2016 Date: 2/16/2016 Address for Notices: Address for Notices: Tyler Technologies, Inc. Orange County, NC 551953 rd Street 131 West Margaret Lane, Suite 300* Lubbock,Texas 79414 Hillsborough, NC 27278 Attention: Dane Womble Attention: Information Technologies *use PO Box 8181 for USPS l 12 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 This instrument has been preaudited in the manner r "t"he Local Government Budget and Fiscal Control Act. 7IN? 2 ,L�o,,��/ 2/16/2016 arVt56 'af M% Chief Financial Officer l 13 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 1 +hf�tt��ft ) of ty t� ws Exhibit A Investment Summary The following Investment Summary details the software, products, 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. EnerGov — Software License Purchase d tl tl tl • • d EnerGov Permitting& 1. and Mgmt. Suite Discounted software (I'L...M) $123,556 55 Users $27,800 pricing=$2,246/user +18%ASM EnerGov License & Regulatory Mgmt. Discounted software Suits (LRM) $69,776 30 Users $15,700 pricing=$2,325/user +18%ASM EnerGov eReviews(Electronic Plan Does not include Review $47,999 Site license $10,800 BlueBeam Revu or Adobe Acrobat Pro Includes Viewer, EnerGov GIS (Requires ArcGIS Server GeoRule Engine, her $24,400 Site license $5,490 History Writer,Spatial 10 or higher)� Collections,Parcel Split Manager Intelligent Automation EnerGov Advanced Server Ext. Bundle $11,999 Site license $2,700 Agent,Intelligent Object Engine, EnerGov oData EnerGov Reporting Toolkit $3,999 Site license $900 Includes Access to iG p g Inspect and iG Enforce EnerGov CSS Portal PLM/LRM $48,000 Site license $10,800 EnerGov CSS Portal PLM/LRM EnerGov IVR Telephony $10,000 Site license 2,250 Includes 2000 p y cense mins/month Discounted software iG Workforce Mobile $7,992 10 Users $1,798 pricing=$799.20/ user+18%ASM Total Software: $347,722 ASM: $78,237 l 14 DocuSign Envelope ID: 1CCA18DC-6CCl-428C-Al5D-5173EE24B471 Project Management & Implementation Services tl Project Management Services $80,000 500 n/a System Configuration Services $320,000 2000 n/a Totals: $400,000 2500 Training Services tl System Fundamentals Training $ 12,800 80 n/a (Administrative) End User Training &Production Support $ 38,400 240 n/a Services Totals: $ 51,200 320 Reporting Development tl Report Development $ 51,200 320 n/a Totals: $51,200 320 Inte ration Services tl MINIMUMS! from EnerGov Orange County CAMA $9,000 40 $ 1,620 Export to CAMA Totals: $9,000 40 tyler 15 000wSWn Envelope ID: 1CCA18oC-6CC1-4u8C~^150-51r3EEu4o4r1 Conversion Services Data Conversion Source 1 — ��m�o Penni�P|ue W 32O n/a 'Daounteu$rzmm Data Conversion Source 2—Licensed MS Access Haulers �O° 4O »/a ~omn"v»m»$ o»» Data Conversion Source 3—Legacy $ 18000 80 n/a MS Access System Records ' Data Conversion Source 4—K4obi|o woa,o� Home Park �O° 4O »/a ~omn"v»m»$9,o»» Data Conversion Source 5—G|S $9,000 40 n/a Well Point Coordinates Totals: $27.000 520 Travel Expenses $1,700 trip Additional trips can be Includes: All transportation, lodging and 30 resource $51,000 added upon request- per them estimate only,travel (estimate) billed at actual cost Totals: 30 $51.000 Optional Tyler Software (Not included in Grand Total Below) Ene*GovPuh|ioMaintenance $2SSSperueer �23SS per user $8OO per user $54O per user Management(�MM) ' ' Total Software: n1a n1a n1a n1a tyler 16 DocuSign Envelope ID: 1CCA18DC-6CCl-428C-Al5D-5173EE24B471 Proposal Sulmilril One-Time Costs Annual Support Fees Total Tyler Software: $347,722 $78,237 Total Tyler Services: $538,400 $1,620 Total Software&Services: $886,122 Estimated Travel Expenses: $ 51,000 Grand Total Cost: $937,122 $79,857 Summary of ASM and Pro Services Rates El ASM Rate Amount Pro Service Role Rate Year 1 Free Free Project Management $160/hour Year 2 0% $79,857 Configuration $160/hour Year 3 3% $82,253 Training $160/hour Year 4 3% $84,720 Reporting $160/hour Year 5 3% $87,262 Data Conversion $225/hour Year 6 5% $91,625 Integration Services $225/hour Year 7 5% $96,206 Contract Total $521,923 *Pro Services Rates above to be held for 24 months from contract ASM execution tyler 17 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 1 +n��if���ft ) of ty e r : Exhibit B Invoicing and Payment Policy We will provide you with the software, products, and services set forth in the Investment Summary of your Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in your Agreement. Invoicing: We will invoice you for the applicable license fees, products, and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in your Agreement. 1. Tyler Software. 1.1 License Fees: License fees are invoiced as follows: (a) 25%on the Effective Date; (b) 50%on the date when we make the applicable Tyler Software available to you for downloading (the "Available Download Date"); and (c) 25%upon sign-off of the Verification and System Acceptance Stage (Stage 513), as set forth in the Statement of Work, not to exceed the date set forth in the mutually agreeable project schedule, unless that date is deferred because of delays within our exclusive control. In the event of any such delays, payment shall be due on the actual date of Client's sign- off of Stage 5B. 1.2 Maintenance and Support Fees: Maintenance and support fees are waived for one (1) year from the Available Download Date. Subsequent maintenance and support fees, at Tyler's then-current rates, are invoiced annually in advance on the anniversary of that date. Notwithstanding the foregoing,Tyler agrees not to increase maintenance rates in year 2, by more than three (3) percent, year-over-year, in years 3 through 5, and by no more than five (5) percent, year-over- year, in years 6 and 7. That Maintenance and Support fee schedule is set forth in the Investment Summary. 2. Professional Services. 2.1 Implementation and Other Professional Services(including training): Implementation and other professional services (including training) are billed at hourly rates and invoiced monthly as delivered, subject to a five(5) percent retention. Retention amounts will be released upon sign-off of the Verification and System Acceptance Stage (Stage 513), as set forth in the Statement of Work. 2.2 Requested Modifications to the Tyler Software: Requested modifications to Tyler Software are invoiced 50%upon delivery of specifications and 50%upon delivery and acceptance of the applicable modification. Acceptance will occur when the modification performs without Priority Level 1 Defect for thirty(30) days after delivery. In the event of any such Priority Level 1 Defect, the 30-day acceptance window will repeat upon delivery of the hot fix for resolving the Priority l 18 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Level 1 Defect. 3. Expenses. The service rates in the Investment Summary do not include travel expenses,which are set forth as an estimate only. Actual expenses will be billed as incurred and only in accordance with the Business Travel Policy. Our current Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided for no additional fee. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available. We agree that our Business Travel Policy will not materially change the manner in which we are restricted in incurring expenses, and will provide written notice to you of any other changes. Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. Maintenance and support fees are due on each anniversary of the Available Download Date. We prefer to receive payments electronically. Our electronic payment information is: Bank: Wells Fargo Bank, N.A. 420 Montgomery San Francisco, CA 94104 ABA: 121000248 Account: 4124302472 Beneficiary: Tyler Technologies, Inc.—Operating l 19 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 1 +nf�f���ft ) of ty e r : Exhibit B Schedule 1 Business Travel Policy 1. Air Travel A. Reservations &Tickets Tyler's Travel Management Company(TMC)will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee's total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of$200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee's total trip duration, the connecting flight should be accepted. Employees are encouraged to make 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 day advance booking requirement is mandatory. When booking less than seven days in advance, management approval will be required. In the event we book travel less than seven days in advance for reasons within our control,Tyler will only invoice the advance fare that would have been payable for reimbursement. Except in the case of international travel where a segment of continuous air travel is scheduled to exceed six hours, only economy or coach class seating is reimbursable. B. Baggage Fees Reimbursement of personal baggage charges are based on trip duration as follows: • Up to five days=one checked bag • Six or more days=two checked bags Baggage fees for sports equipment are not reimbursable. 2. Ground Transportation A. Private Automobile Mileage Allowance—Business use of an employee's private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who ° °' tyler 20 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 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; additional insurance on the rental agreement should be declined. C. Public Transportation Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip(15-18%) are reimbursable. In the case of a free hotel shuttle to the airport,tips are included in the per diem rates and will not be reimbursed separately. D. Parking&Tolls When parking at the airport,employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented. 3. Lodging Tyler's TMC will select hotel chains that are well established, reasonable in price,and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn,and Holiday Inn Express. If the employee has a discount rate with a local hotel,the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. "No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's cancellation policy. Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status are in accordance with 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. 16° °, tyler 21 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 A. Overnight Travel For each full day of travel,all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Lunch and dinner Depart after 12:00 noon Dinner Return Day Return before 12:00 noon Breakfast Return between 12:00 noon&7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows: • Breakfast 15% • Lunch 25% • Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner 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. l 22 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 1 +nf�f���ft ) of ty e r : Exhibit C Maintenance and Support Agreement We will provide you with the following maintenance and support services for the Tyler Software. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. 1. Term. We provide maintenance and support services on an annual basis. The initial term commences on the date when we make the applicable Tyler Software available to you for downloading (the "Available Download Date") and remains in effect for one (1)year. The term will renew automatically for additional one (1)year terms unless terminated in writing by either party at least thirty(30) days prior to the end of the then-current term. 2. Maintenance and Support Fees. Your initial maintenance and support fees for the Tyler Software licensed to you are listed in the Investment Summary of your Agreement. Those amounts are payable in accordance with our Invoicing and Payment Policy. We reserve the right to suspend maintenance and support services, after fifteen (15) days' notice, if you fail to pay undisputed maintenance and support fees within sixty (60) days of the due date. We will reinstate maintenance and support services only if you pay all undisputed past due maintenance and support fees as well as sixty percent (60%) of fees for the periods during which services were suspended. 3. Maintenance and Support Services. As long as you are trained on the Tyler Software such that you are not using the Help Desk as a substitute for training, and timely pay your undisputed maintenance and support fees,we will, consistent with our then-current Support Call Process: 3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to conform the Tyler Software to the warranty set forth in your Agreement; provided, however, that if you modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the affected Tyler Software will be void; 3.2 provide telephone support during our established support hours, as set forth in the Support Call Process; 3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software in order to provide maintenance and support services; 3.4 provide you with a copy of all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 3.5 resolve Defects in at least the then-current release and the immediately prior release, and provide 16° °, tyler 23 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Help Desk support (ie. answer user questions) on all versions of the Tyler Software that Tyler continues to support for the Tyler Software customer base generally. 4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support services remotely. Currently, we use a third-party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. We will also support unattended connectivity through a CISCO VPN. 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 can't resolve a support issue remotely, we may be required to provide onsite services. In such event,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 a VPN for backup connectivity purposes. 5. Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a Defect); (c) application design; (d) other consulting services; (e) maintenance and support of an operating system or hardware; (f) support outside our normal business hours as listed in our then-current Support Call Process; or(g) installation, training services, or third party product costs related to a new release. Any such out-of-scope maintenance and support services that you request will be billed to you at our then current service rates, subject to Section I(1). We reserve the right to decline support calls from users who have not received the required training on the Tyler Software and who are using the Help Desk to receive that training. 6. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this Exhibit C at Schedule 1. We agree that we will not materially alter the manner in which we provide support services and will provide written notice to you of any other alterations. l 24 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 1 +hfir���ft ) of ty e r : Exhibit C Schedule 1 EnerGov Support Call Process Support Channels We provide the following channels of EnerGov software support: (1) Telephone—for urgent or complex questions, users receive toll-free, unlimited telephone software support. (2) Email—for less urgent situations, users may submit unlimited emails directly to the software support group. Email will be used for responses. (3) On-line submission—for less urgent and project-based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website. (4) Tyler Community—an on-line resource,Tyler Community provides a venue for all Tyler clients with current maintenance agreements to support one another, share best practices and resources, and access documentation. During the Implementation to Support handoff meeting, at the conclusion of the client's project,Tyler representatives will provide the most current toll-free telephone number and email address for submitting support incidents, based on the software licensed. Support Availability Our established software support hours are Monday through Friday from 8:00 AM—8:00 PM Eastern Time. 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 Eve Labor Day Christmas Day Issue Handling IJ Incident Tracking When a support incident is logged, the client receives an incident tracking number for that issue.The incident tracking number is used to track and reference open issues when clients contact support. l 25 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 IJ Incident Escalation Tyler's software support consists of four levels of personnel: (1) Software Support Analysts—front-line representatives (2) Software Support Advisors—more senior in their support role,the Advisors assist Software Support Analysts and take on escalated issues (3) Software Support Team Leads—responsible for the day-to-day supervision of Analysts and Advisors and may assist in incident escalations (4) Software Support Managers—responsible for the management of support teams for either a single product or a product group 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—by logging into the client incident portal and referencing the appropriate incident tracking number, clients can modify the priority of an issue. IJ Incident Pirio�rifi� 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 below chart.The goal of this structure is to clearly understand and communicate the importance of the issue and to describe expected responses and resolutions. Priority Characteristics of Support Development Level Incident Resolution Targets Actions Support incident that causes (a) Tyler shall provide an initial response to complete application failure or Priority Level 1 incidents within one (1) application unavailability; (b) business hour of receipt of the support application failure or incident. Tyler shall use commercially Hot Fix- 1 unavailability in one or more of reasonable efforts to resolve such support Emergency patch the client's remote location; or incidents or provide a circumvention to software as (c) systemic loss of multiple procedure within one (1) business soon as possible essential system functions. day. Tyler's responsibility for loss or corrupted data is limited to assisting the client in restoring its last available database. l 26 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Priority Characteristics of Support Development Level Incident Resolution Targets Actions Support incident that causes (a) Tyler shall provide an initial response to repeated, consistent failure of Priority Level 2 incidents within four (4) essential functionality affecting business hours of receipt of the support more than one user or(b) loss incident. Tyler shall use commercially Bi-weekly patch— 2 or corruption of data. reasonable efforts to resolve such support or provide a circumvention regularly- incidents scheduled patch procedures within five (5) business days. Tyler's responsibility for loss or corrupted data is limited to assisting the client in restoring its last available database. Priority Level 1 incident with an Tyler shall provide an initial response to existing circumvention Priority Level 3 incidents within one (1) procedure, or a Priority Level 2 business day of receipt of the support incident that affects only one incident. Tyler shall use commercially user or for which there is an reasonable efforts to resolve such support Next Release— 3 existing circumvention incidents without the need for a Scheduled for the procedure. circumvention procedure with the next next major published maintenance update or service release pack, which shall occur at least quarterly. Tyler's responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. Support incident that causes Tyler shall provide an initial response to failure of non-essential Priority Level 4 incidents within two (2) functionality or a cosmetic or business days. Tyler shall use commercially Future release— 4 other issue that does not qualify reasonable efforts to resolve such support not scheduled; as any other Priority Level. incidents within two version release cycles reviewed at next and a cosmetic or other support incident planning stage that does not qualify as any other Priority Level incident with a future version release. Hardware and Other Systems If in the process of diagnosing a software support issue it is discovered that a peripheral system or its software is the cause of the issue,we will notify the client so that the client may contact the support agency for that peripheral system. We cannot support or maintain third-party software or hardware. In order for us to provide the highest level of software support,the client bears the following responsibility related to hardware and software: l 27 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 (1) All infrastructure executing Tyler software shall be managed by the client. (2) Support contracts for all third-party software (ex: operating systems, database management systems) associated with Tyler software shall be maintained.Tyler does not support these third-party products. (3) Daily database backups must be performed; client shall verify the backups are successful. As a standard part of Tyler's process,Tyler will provide to client Tyler's recommended backup process, which the client is expected to acknowledge in writing. Client may also engage Tyler to provide disaster recovery services,which Tyler will provide upon request at Tyler's then-current rates. ° °, tyler 28 DocuSign Envelope ID: 1CCA18DC-6CCl-428C-Al5D-5173EE24B471 EXHIBIT D 0 01 0 40 00 0 0, o, o e n e rgov Statement of Work For EnerGov Implementation Prepared for: Orange County, NC Prepared by: Tyler Technologies, ]Inc. 2160 Satellite IBlvd, Suite 300 IDuluth, G.A 30097 888.355.1093 www.lylertechnologies.com tyler 29 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 TYLER RESOURCES PURCHASED The total professional services hours set forth in the Investment Summary have been allocated to the project as follows: • Project Management Services=500 resource hours • System Configuration Services=2000 resource hours • System Administration/Fundamentals Training=80 resource hours • End User Training&Production Support =240 resource hours • Report Development Services =320 resource hours • Data Conversion Services =520 resource hours • Please see Appendix 1 for additional information on Data Conversion • Integration Services=40 resource hours • Travel=30 on-site trips(where a"trip"is defined as onsite travel of up to five business days) • The project plan,addressed below,will give detail on when Tyler expects to be traveling onsite over the course of the project. • Tyler expects 2 trips will be required for fundamentals training,and 6 trips will be required for end-user training and production support. RESOURCE ALLOCATION MATRIX BY STAGE By Stage,we expect to allocate the resources identified above as set forth in the table below. These allocations are estimates, and subject to change as the dynamics and specifics of the project get confirmed during Stage 1. Stage 0-Software Delivery Est.Hours per Stage Stage 1-Planning&Initiation 205 Stage 2-Assess&Define 625 Stage 3A—System Configuration 750 Stage 3B—Configuration Internal Test 250 Stage 4A-Build Spec 220 Stage 4B-Build 660 Stage 5A-Acceptance Planning 250 Stage 5B-Verification&Acceptance 500 Stage 6—User Training 160 Stage 7-Production 80 Total Hours 3700 The overwhelming majority of configuration from the County's data sources(as identified in Stage 4A)to the defined EnerGov structure occurs during Stage 3A;a much smaller amount occurs during Stage 5B(with the focus of such configuration being on fine-tuning and reconfigurations based on testing results). Appendix 1 summarizes the overall conversion approach over the stages of the project. Initial conversion cannot be completed until configuration is complete. On average,no more than 5%of service hours are used for ePortal,IVR and iG Workforce. l 30 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 TASKS The following tasks have been arranged for this project,with responsibility definitions for both Tyler and Customer as follows: • Own—Ownership of the task throughout • Participate—Active,ongoing participation in the task throughout • Advise—Advisory role as needed by the other party • None—No planned/required involvement by the designated party Upon completion of a task,the customer will have an opportunity to review the deliverable,if any,associated with the task. The customer will have ten business days to identify to Tyler a deviation from the warranties provided in the parties' agreement,except as otherwise agreed over the course of project planning and baseline scheduling during Stage 1. Over the course of the project,the parties may mutually agree to an extended timeframe for the customer's deliverable review on a deliverable-by-deliverable basis. In the event a deviation is identified and confirmed,Tyler will address the deviation according to the terms of the Support Call Process or the services warranty provision set forth in the Agreement,as applicable. When a corrected deliverable has been resubmitted for review,that process shall repeat. Upon Stage completion,Tyler will provide the customer with a Work Acceptance Form to document that all tasks(as previously reviewed and accepted according to the process set forth above)within the Stage have been successfully delivered. The customer must return the completed Work Acceptance form within five business days of receipt or advise Tyler that it requires more time to return the sign-off,including an identification of the issue preventing timely sign-off, with any additional time for such sign-off to be mutually agreed to by the parties.Absent any such notice,the Stage will be deemed"accepted"after the five(5)days have passed,even if the customer does not return a signed form. A sample Work Acceptance Form is provided at SOW Attachment A. Each stage is dependent on the results of the previous stage and therefore,each stage of the methodology cannot begin until the previous stage is completed and approved. S(age 0 dtuftwair,e]Ilf eliveiirv- l liiiir°d Pair,t' , l iceiinse Acquisificilins Objectives: • Tyler software is made available the customer • Customer purchases third-party licenses and field units to facilitate Stage 1 Fundamentals training. Tasks: Software Delivery Tasks Tyler Customer Tyler makes the licensed software available on the project Own None SharePoint site for downloading Customer purchases Adobe and/or Bluebeam Revu licenses None Own Customer ensures that sufficient field units are available for None Own customer personnel participating in Fundamentals Training dlttge l Plaiininiiing rd linitm:;tlmt:iiin Prior to the system configuration,the project teams will plan and define project expectations. The contract and this Statement of Work will be reviewed,project planning activities will be completed,and Tyler will begin to instill end-user acceptance and transfer system knowledge. Objectives: o Project kick-off,with introduction to project and detailed review of Stages,Tasks and Milestone s/Deliverables l 31 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 • Distribution of forms and gathering of high-level organizational and process information • Establishment of communication channels(Project Manager, SMEs,Permitting Systems Coordinator, etc.)and communication paths(status reporting,issue and risk management reporting,and deliverable signoff procedures) • Review roles and responsibilities • Assessment of IT infrastructure and needs • Coordinate project logistics,including work locations • Planning for staff mobilization&allocation • Team Training—System Admin/EnerGov Fundamentals training on EnerGov software,made available during Stage 0 and installed during this Stage 1. • Create project plan addressing all system components,including baseline project schedule Tasks: Planning&Initiation Tasks Tyler Customer Conduct Planning/Initiation Introductory Phone Call Own Participate Assign Project Team Members Advise Own Provide/Assign facilities for Tyler on-site activities Advise Own Identify non-working days(i.e.vacations,holidays,etc.) Own Participate Define procurement and configuration plan for necessary Advise Own hardware,non-EnerGov systems software and networking infrastructure by the customer as specified by SOW Attachment C Provide Tyler remote access(when needed)to required Advise Own server for Tyler software installation and system configuration Tyler remotely installs the software Own Participate Deliver and review Process and Configuration Collection Own Participate Templates Create SharePoint site to manage project deliverables, Own None documents,and UAT Deliver and review Project Status Report Template Own Participate Deliver and review Sample Signoff Form Own Participate Deliver and review GIS requirements and best practices Own Participate documentation Deliver and review Data Conversion Template Database Own Participate (DCT-DB),ERDs and usage documentation to answer questions and provide guidance to OC staff in preparation for initial data load from legacy systems. Prepare programs/databases for integration by Advise Own cleansing/scrubbing customer data to prepare for populating the template database Identify and document project risks and resolutions Own Participate Deliver and review Project Plan(including project schedule) Own Participate Other tasks as identified Own for Own for respective team respective team Team Training-System Admin/EnerGov Fundamentals Own Participate Deliver Project Planning&Initiation Stage Sign Off to Own None Customer Return Project Planning&Initiation Stage Sign Off to Tyler None Own tyler 32 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Milestone/Deliverable: Signoff of Initiation and Planning Stage l 33 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Sage g Assess & Illf efiiirme This stage involves onsite and offsite comprehensive business process,change management, and systems assessment and analysis.The goal is to examine the customer's current business process("assess")and translate those findings into a defined and documented future state process("define")to best automate the unique customer processes. With guidance and mapping assistance from Tyler,as set forth in Stage 1,County will also analyze and prepare data sources to be converted based on the structure of the DCT-DB,which will be an ongoing/iterative process up through the final conversion pass. For the avoidance of doubt, scope for converted data sources set forth in the table in Stage 4A is limited 5 iterative passes from the DCT-DB to the EnerGov master database.A data source load/population to the DCT-DB does not count against those 5 iterations. Objectives: • Comprehensive review and analysis of customer's business processes to be automated • Translate business understanding into the"to-be"documented EnerGov configuration definition documentation,which will serve as the basis for system configuration • Refinement of project plan,including identification of project risks or additional infrastructure requirements • Perform gap analysis between EnerGov standard reports,key performance indicators, and existing document output requirements so as to confirm that sufficient report development services are in scope and to build a master list of the reports to be specified and developed in subsequent stages. • Conduct prototype sessions • Determine integration strategy,including definition of system integrations and scope confirmation. • Determine data migration strategy. • Address any additional scope requirements through a mutually agreeable change order. A sample Change Order request form is provided at SOW Attachment B,a sample Custom Programming request form is provided at SOW Attachment E.and a Custom Report request form is provided at SOW Attachment F. Definition: As discussed above, during this stage the parties analyze the customer's business processes. As part of this process,the parties identify the"Business Case Transactions,"also known as workflows,which are the defined configuration of an automated business process in which documents and/or other information is passed from one participant to another(or others) for action according to a set of shared procedural rules. Where several transactions rely on the same set of procedural rules,a single configuration will apply to the otherwise unique workflows. Where one transaction depends on the automation of one or more distinct procedural rule(s),a new configuration will be required for that transaction. The configuration consists of the following components,where uniqueness of these components constitutes a new and unique business case transaction: • The to-be configured business process workflow,including output actions • Automation logic • Fee assessment and configuration definition • Custom fields and fortes definition. The final business case transaction documents finalized during Assess&Define stage will serve as the baseline "scope"for the EnerGov system configuration within the subsequent Configuration stage. Tasks: Assess&Define Tasks Tyler Customer Identify Business Transactions/Case Types(i.e.Permit Advise Own Types,Plan Types,Inspection Types,etc.) Scope and document EnerGov configuration design Own Participate document per business transaction/process tyler 34 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Return process and configuration collection templates to Advise Own Tyler Deliver ArcGIS base map service(s)to Tyler Advise Own Deliver"Report Inventory"with sample reports. None Own Develop Project Definition Documents to include Own Participate comprehensive collection of business processes, —configuration and other details identified during this Stage Conduct initial and analysis and preparation of data to Participate Own be converted based on the structure of the DCT-DB Amend project scope/SOW as needed Own Participate Deliver and review Project Definition Documents Own Participate Other tasks as identified Own for Own for respective team respective team Deliver Assess&Define Stage Sign Off to Customer Own None Return Assess&Define Stage Sign Off to Tyler None Own Milestone/Deliverable: Signoff of Assess&Define Stage Sage 3A g sle:ss (iii figuiir°a iciiin Stage 3A initiates a process that concludes with Stage 4B. That process consists of system configuration around the requirements collected and established during the preceding stages, and documented in the project definition documents. Data conversion, development and/or configuration of interfaces,and report development also occur during these stages, and internal system reviews are performed with the EnerGov executive review committee. Objectives: • Configure the core EnerGov software in accordance with configuration definitions from Assess& Define stage • Collaborate onsite system review sessions for configuration validation Tasks: System Configuration Tasks Tyler Customer Deploy Pre-production environment to house the Advise Own configuration system as defined and reviews by Tyler's Hardware/Infrastructure requirements documentation Configure the software based upon the EnerGov Own Participate configuration definitions established in the previous Assess &Define stage Perform ongoing reviews with customer as configuration Own Participate progresses Deliver populated Data Conversion Template Database None Own (DCT-DB) Complete Basic Configuration Reviews Own Participate Deliver System Configuration Stage Sign Off to Customer Own None Return System Configuration Stage Sign Off to Tyler None Own Milestone/Deliverable: Signoff of System Configuration Stage l 35 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Slttge 3 ;taiirmllguiir°:t(it:uaiKm .., lin eiirriinal Fesi' Objectives: • Conduct initial operational test to ensure that Tyler has the information and configurations necessary to complete report development and data conversions • Confirm basic system configuration to ensure proper operation Tasks: Internal Test Tasks Tyler Customer Provide users logins for key Customer staff Own None Conduct basic system configuration testing/retesting Own Participate walkthrough Record testing results in SharePoint None Own Resolve any system issues identified Own None Other tasks as identified Own for Own for respective team respective team Deliver Intemal Testing Stage Sign Off to Customer Own None Return Intemal Testing Stage Sign Off to Tyler None Own Milestone/Deliverable: Signoff of Internal Test Stage Sage 4 Build Specifi a ititiins Objectives: • Define custom report requirements and prioritize custom report requirements to prepare or refine customer report hours estimate or to determine whether additional hours are needed via a change order • Define and map data conversion requirements(see section titled Data Conversion) • Define integration specifications,as applicable • Define and map,based on provided API's,interface requirements,as applicable Data System Name Details Comments Permits Plus 320 service hours Licensed Haulers 40 service hours Legacy System Records 80 service hours Mobile Home Park 40 service hours GIS 40 service hours System Name Details LAMA 40 service hours Tasks: Build Specifications Tasks Tyler Customer Deliver and review list out-of-the-box standard reports, Own Participate documents,dashboards and search consoles in order to identify any gaps in report coverage that may require custom report development Develop Report Specifications(including formula for any None Own field calculations/summaries)and PDF samples for any required custom reports,if necessary tyler 36 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Deliver Custom Report Development estimate(hours and Own Participate cost)and accompanying Change Order(if necessary) Deliver APIs for integrations,as necessary None Own Develop integration specifications Own None Deliver and review integration specifications to Customer Own Participate Other tasks as identified Own for Own for respective team respective team Deliver Build Specifications Stage Sign Off to Customer Own None Return Build Specifications Stage Sign Off to Tyler None Own Milestone/Deliverable: Signoff of Build Specifications Stage Sage 4l ... Build Objectives: • Develop Custom Reports per defined requirements,if any • Import data from Data Conversion Template Database(DCT-DB)into master EnerGov database • Development of scoped and defined integrations,as applicable Tasks: Tasl Tyler Customer Deliver and review populated Data Conversion Template Advise Own Database(DCT-DB)with EnerGov Data Services team member(s) Import data into EnerGov master database from populated Own None Data Conversion Template Database(DCT-DB) DCT-DB-> EnerGov master DB Iteration 1 Produce,deliver and review internally tested import of legacy Own Participate data into EnerGov master database Produce,deliver and review internally tested custom reports Own Participate per defined requirements(if necessary) Produce,deliver and review internally tested integrations per Own Participate defined requirements Provide and review the documented cut over strategy Own Participate Other tasks as identified Own for Own for respective team respective team Deliver Build Stage Sign Off to Customer Own None Return Build Stage Sign Off to Tyler None Own Milestone/Deliverable: Signoff of Build Stage dirge dA d slexrt Accepbriir ce Plaininiiing Stages 5A and 513 focus on administrative knowledge transfer and the validation of the prior due diligence and configuration stages before the system is moved to a production environment. Objectives: • Create test scripts based on pre-determined functionality requirements criteria • Provide system overview and administrator training and knowledge transfer for power users(i.e. customer testers,administrators and IT) • Conduct testing and system validation for promotion to end user training Tasks: System Acceptance Planning l 37 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Tasks Tyler Customer Develop and review acceptance schedule and criteria, Own Participate —including training materials Coordinate training logistics and schedule Own Participate Provide facilities suitable to training and testing needs Advise Own Provide,if requested by Customer,Tyler's training lab Own Advise Recommend test strategies,scenarios and best acceptance Own Participate practices Provide sample test scripts,as requested Own Advise Develop test scripts and testing criteria(based on Advise Own documented business processes,interfaces,imports, reporting,etc. Provide System Overview and Administrator training for Own Participate Power Users Deliver fully configured database for pre-System Acceptance None Own Testing data import to EnerGov Populate Data Conversion Template Database(DCT-DB) None Own with latest conversion iteration for System Acceptance Testing Conduct pre-System Acceptance Testing import of data from Own None Data Conversion Template Database(DCT-DB)in master EnerGov database and deliver to Customer DCT-DB-> EnerGov master DB(Iterations 2 and 3) Deploy fully configured and imported master EnerGov None Own database into the Production testing environment Other tasks as identified Own for Own for respective team respective team Deliver System Acceptance Planning Stage Sign Off to Own None Customer Return System Acceptance Planning Stage Sign Off to Tyler None Own Milestone/Deliverable: Signoff of System Acceptance Planning Stage Sage dll Veirificaficiin mind d tens Accepbaiince Objectives: • Test and signoff on each delivered business process, suite or component(including configurations, reports, data,integrations, and custom development features)based on defined criteria and scope • Confirm that the full system is ready for production,as defined immediately below,and promoted to a production and/or training environment ■ "Ready for production"means that items that are not features enhancement or bugs that will allow the customer to move forward to User Training(Stage 6)and then go-live are addressed Tasks: Verification and System Acceptance Tasks Tyler Customer Conduct testing of custom(if necessary)and standard reports Advise Own Conduct testing of main EnerGov forms and end-to-end Advise Own system functionality Conduct testing of produced integrations Advise Own Conduct testing of imported data Advise Own tyler 38 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Record testing results in SharePoint None Own Resolve material System Acceptance Testing issues(ie. Own Participate issues that would prevent moving the system into a production environment) Retest until acceptance criteria developed in Stage 5A are Participate Own met such that go-live can occur Identify out-of-scope configuration changes that do not Own Participate impact System Acceptance based on predefined scope for post go-live change order Other tasks as identified Own for Own for respective team respective team Deliver Verification and System Acceptance Stage Sign Off Own None to Customer Return Verification and System Acceptance Stage Sign Off None Own to Tyler Milestone/Deliverable: Signoff of Verification and System Acceptance Stage Sage J eiir° )UI"ir aiiirmmiing This stage concentrates on completing the knowledge transfer process. A tailored training program will be delivered to address the customer's business processes,workflows,and terminology and how those components are captured within the configured system. Objectives: o Provide requisite hours of classroom and one-on-one training and knowledge transfer on all system components Tasks: User Training Tasks Tyler Customer Produce,deliver and review customer-specific training Own Participate materials for end user training Coordinate training logistics and schedule Own Participate Provide facilities suitable to training needs Advise Own Provide,if requested by Customer,Tyler's training lab Own Advise Deliver fully configured database for pre-User Training data None Own import to EnerGov Populate Data Conversion Template Database(DCT-DB) None Own with latest iteration for User Training Conduct pre-User Training import of data from Data Own None Conversion Template Database(DCT-DB)in master EnerGov database and deliver to Customer(DCT-DB-> EnerGov master DB(Iteration 4) Deploy fully configured and imported master EnerGov None Own database into the Production testing environment Conduct customer training Own Participate If"train the trainer"approach,conduct end-user training None Own Other tasks as identified Own for Own for respective team respective team Deliver User Training Stage Sign Off to Customer Own None Return User Training Stage Sign Off to Tyler None Own tyler 39 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Milestone/Deliverable: Signoff of User Training Stage S(age 7 Piir ciduc(iciiin & diir ciduc(iciin duplxiliir°t During this stage,Tyler delivers project team support on the"live"system. As that support and consultation is delivered, the project team will also facilitate the customer's transition to Tyler's help desk support staff. Objectives: • Conduct final data import cutover • Conduct final integration deployment • Tyler to provide on-site production support prior to cutover to Help Desk(Maintenance and Support) • Project closure Tasks: Production&Production Support Tasks Tyler Customer Deliver fully configured database for Production data import None Own to EnerGov Populate Data Conversion Template Database(DCT-DB) None Own with latest iteration for Production Conduct Production import of data from Data Conversion Own None Template Database(DCT-DB)in master EnerGov database and deliver to Customer(DCT-DB->EnerGov master DB (Iteration 5) Deploy fully configured and imported master EnerGov None Own database into the Production environment Provide onsite pre and post production support Participate Own Define support logistics and schedule Own Advise Provide technical and functional user support Participate Own Develop and maintain post-production issues list in Participate Own SharePoint Ensure key/critical personal are present and available to Advise Own participate Other tasks as identified Own for Own for respective team respective team Deliver Production&Production Support Stage Sign Off to Own None Customer Retum Production&Production Support Stage Sign Off to None Own Tyler Milestone/Deliverable: Signoff of Production&Production Support Stage,representing project closure *DATA CONVERSION (see tasks associated with data transfer, above) Tyler's data conversion strategy is based on industry best practices. The rules and mapping processes applied during the data conversion process are set forth below. As noted in the tasks set forth above,Tyler will provide the data conversion template(DCT),which is Tyler's recommended format for data conversion. The resulting data format will be based on the completed data conversion iterations described in Stage 2,where an iteration is a completed importation from the DCT-DB to the EnerGov Master DB. ® Data Format The customer must provide data to Tyler in the Data Conversion Template Database(DCT-DB) structure,as set forth in the °' tyler 40 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 SOW Attachments G and H. Providing data in this format will ensure that data is properly imported into the system. Data not provided in this structure will not be considered for import. ® Data scrubbing cleansing Any data scrubbing should be done by the customer prior to populating the DCT-DB. Data scrubbing and cleansing is not included in the EnerGov proposal. ® Re�uircd Fields Problems in data conversions typically result from customer data that has not been scrubbed prior to the data conversion process. There are certain fields in the EnerGov software which are required fields,and we cannot write records to the EnerGov master DB without populating these columns. Sometimes,these required fields will not be available in the legacy source data, so a simple default value can be written to the DCT-DB to fulfill the NOT NULL constraint. Tyler would write the default value as part of the conversion process. ® Custom Fields Most legacy systems will have some attribute fields that are not specified in the corresponding master table within DCT- DB. In the EnerGov software,we will refer to these as custom fields. Within each module,there will be a child table for such custom fields. Since these are specific to the legacy system(s),the customer may add columns to these tables in DCT- DB to accommodate any needed custom fields in the migration. Ll Parsing data The data format is defined based on the fields that exist in the EnerGov module(street number and street name, for example). If the customer would like that data to be converted,the customer will have to break out its legacy data so that it matches the EnerGov data fields. Address Data: Tyler does not parse out address information for optimization purposes. Rather the customer is responsible to deliver the address information in the requested(preferred format).Tyler will import the address data delivered(format) and map the fields to the best possible location in the EnerGov system.Tyler is not responsible for cleanup of inconsistent addressing. Phone Numbers: Phone numbers are imported in the format in which the data is delivered to Tyler. Tyler is not responsible for cleanup of inconsistent numbering or sequencing. Individuals/Names: Individual names are imported in the format in which the data is delivered to Tyler. Tyler is not responsible for parsing out single name fields into First, Last,Middle,Company,etc. Contacts Data: Tyler creates a unique Contact ID for each contact in the EnerGov system,along with duplicate detection measures,to ensure that a contact is entered once,and only once. If contact data is not keyed in such a way that each instance of a person has one,and only one,contact record(the record with all of their attributes such as name,address, company,phone,etc.)in the data source,then the contacts associated with a record will typically be imported into a general information tab rather than into the EnerGov Enterprise Contacts Manager. ® Business naecilic Rules Business specific rules are handled in the software configuration process and cannot typically be mapped within the data conversion process.This includes but is not limited to EnerGov Intelligent Objects and EnerGov Case Workflows. ® Calendars&Scheduling EnerGov software can import scheduled hearings and meeting details;however any data residing on an actual calendar control is excluded from the scope of the data conversion. l 41 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 KEY PROJECT ASSUMPTIONS ❑ Tyler shall initially implement the most current version of the Tyler software at the time of the contract signing.During the implementation Tyler will provide newer releases of the software that meet or exceed the version available at contract signing,in coordination with project schedule and status.After Go-Live, the customer is responsible for installing newer releases. Release notes are provided for all new versions. As of the Effective Date, system upgrades typically take approximately four(4)service hours when performed by a Tyler customer of industry standard IT capabilities. Tyler currently provides 3 to 4 releases per calendar year to customers under a current maintenance agreement with Tyler,with the early adopter release generally predating the general availability release by 1-2 months.Tyler does not subscribe to the Beta/RC/Gold release schedule. ❑ Customer will maintain primary responsibility for the scheduling of customer employees and facilities in support of project activities. ❑ Customer will provide/purchase/acquire the appropriate hardware, software and infrastructure assets to support all purchased Tyler software products in both support/testing and production environments. Standard environments include production,testing and training. ❑ Customer is responsible for proper site preparation,hardware, software and network configuration in accordance with Tyler specifications. ❑ Customer has,or will provide,access Licenses and documentation of existing system to which Tyler will read,write or exchange data. ❑ Customer has,or will provide,a development/testing environment for import and interface testing as they are developed by Tyler. ❑ Tyler will provide Customer with a weekly status reports that outline the tasks completed and other project- level information,and that are generated from Tyler's PSA system.Those reports are sent from the Tyler Project Manager directly to the customer Project Manager.Tyler will also provide details regarding the upcoming tasks that need to be completed during the coming weeks,the resources needed(from customer)to complete the tasks,a current or updated version of the project plan, and a listing of any issues that may be placing the project at risk(e.g.,issues that may delay the project or jeopardize one or more of the production dates)as needed.Tyler will initiate Project Manager meetings,which will typically be held once per week, although that frequency may increase if the project is particularly busy.Go-To-Meeting calls are used if there is a need to present an item on a monitor to be reviewed by all participants. This becomes more frequent when the teams are reviewing documentation or software configurations for sign-off. ❑ Tyler personnel shall attend executive project review committee meetings(internal)as needed. In Tyler's experience,executive project review committee meetings typically occur on a quarterly basis. ❑ Out of scope deliverables will only be provided via a change order that is mutually agreed to. Change orders shall be addressed over the course of the project,if and when the need arises. l 42 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 RISK / MITIGATION STRATEGY Piro.l ect:gc llliedRde Risk: Impact of various factors on baseline project schedule. Mitigation: Given the fact that project schedules are working documents that change over the course of the project,Tyler will work closely with the customer to update,monitor,agree,and communicate any required changes to the project schedule. Activity IIIh'ocm Risk: Minor activities consume time that should be dedicated to major activities of the project with the end result that time and/or costs overruns budget. Examples include meetings of little substance,or time spent investigating undocumented functionality or other activities not in scope. Mitigation: Project Managers for both parties must focus squarely on meeting deadlines, services,and configuration requirements of the implementation as planned and documented in the planning,assessment and definition stages. luncoliniplete, egac Illiu teii-iace,➢Ct�u�::iu���LLui��m:�:i�uiu� Risk: During the project,certain third party documentation will be required for such tasks as interface development and import of legacy data and others. Mitigation: Customer should insure that APIs for interfacing to other systems,and/or a customer expert that understands the legacy database,are available to Tyler. If no such documentation or customer expertise exists,the customer will be responsible for coordinating with the third-party vendor to advise Tyler,at a potential additional expense to the customer(although not necessarily from Tyler). Fe Illunologl Age Risk: This risk is highly dependent on the choice of Tyler products and whether the customer is hosting any of those products. If the customer will be hosting the Tyler software,then the technology hosting that software should be robust and durable.Technology that barely meets minimum requirements today will be insufficient as the needs of the system grow. Mitigation: Tyler will assist the customer in determining optimal technology and plans to guard against pre- mature obsolescence.The customer will also complete a hardware survey,initiated by our deployment team,to confirm that the customer's hardware is sufficient for the upcoming implementation. CRITICAL SUCCESS FACTORS In order to successfully execute the services described herein,there are several critical success factors for the project that must be closely monitored. ❑ Knowledge Transfer-While Tyler cannot guarantee specific expertise for customer staff as a result of participating in the project,Tyler shall make reasonable efforts to transfer knowledge to the customer. Tyler will cooperate with the customer's efforts to track and gauge the success of the knowledge transfer process, and will offer informal assessments of the efficacy of the knowledge transfer process where Tyler has reasonable insight into customer's absorption of system knowledge. To facilitate the knowledge transfer process,customer personnel must participate in the analysis,configuration and deployment of the Tyler software in order to ensure success and to transfer knowledge across the organization.While Tyler will initially configure the EnerGov system,after completion of the production phase(Stage 7),the customer will be responsible for administering the configuration and introduction of new processes in the Tyler system. ❑ Dedicated Customer Participation—Tyler understands that customer staff members have daily l 43 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 responsibilities that compete with the amount of time that can be dedicated to the Tyler implementation project. However,it is critical that the customer acknowledges that its staff must be actively involved throughout the entire duration of the project as defined in the Project Plan.Tyler will communicate insufficient participation in Project Status Reports. ❑ Managing Project Scope-To implement the project on time and within budget,both the customer must acknowledge the scope of the project set forth in the parties' agreement,and, for services,refined over the course of the early project Stages described in this Statement of Work. Change Orders for additional items outside the scope must be submitted in advanced and signed by project stakeholders before work can begin on those items. Likewise,reductions of the defined scope will also require a Change Order. PROJECT MANAGEMENT Tyler performs ongoing project management services throughout the implementation in order to plan and monitor execution of the project.Project Management includes the following tasks: ❑ Risk management ❑ Monitoring project budget ❑ Project Plan management using our expense and time-tracking tool/Excel ❑ Project document management using SharePoint ❑ Issue log management and escalation ❑ Status reporting ❑ Change order management ❑ Project workspace management ❑ Resource management ❑ Executive project oversight via Executive Director and Project Review Committee By mutual agreement,some project management tasks are shared between the Tyler project team and the customer Project Manager/stakeholders. Notwithstanding the foregoing,Tyler recognizes that it is to lead the project management activities, including the coordination with the customer Project Manager and his/her team. Tyler's failure to provide industry standard project management services will be addressed by the parties according to the terms of Sections C(5) and C(7). Development Tools Configuration tools(the same ones Tyler will use to implement the system)are built-into the software. The customer has full access to them,and its administrators will be trained on them. EnerGov reports are developed in Crystal Reports, so any changes to customer reports does require a licensed copy of Crystal Reports. The EnerGov system does include a Crystal Report reader, so view-only users do not require a Crystal Reports license. Tyler does not provide training on Crystal Reports. Documentation Tyler-provided documentation This Statement of Work includes the SOW Attachments identified in Appendix 2. In addition,over the course of the staged implementation lifecycle,the Tyler project team will provide stage-specific documentation in a range of formats(both editable and non-editable).Examples include: • Data Collection does(MS Excel)for configuration • Data Mapping does(MS Excel)for data conversion • ERDs&Data Dictionaries for IT(PDF and CHM) • API Documentation(PDF) 6 tyler 44 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 • Training Documentation Templates(MS Word and MS PowerPoint) • Release Notes for Service Packs(PDF) • Other documentation as required for the specifics of the project. Customer-provided documentation A definitive list of Customer-provide documentation is not possible until all aspects of the implementation are determined, usually in the beginning stages of the project. Tyler does not expect the customer to generate documents that do not exist in the regular course of customer's business. Customer's assistance in completing the Tyler-provided fortes and requests for configuration information is essential to a successful project. Documentation originated by the Customer may include: • API's for any third-party software system to which the Tyler software will interface and exchange data • Import data documentation and in a format suitable for import into the Tyler software(please see section titled Data Conversion) • Workflow documentation on the customer's current business processes • Copies of pertinent ordinances or other controlling authorities • Fee schedules • Copies of existing permits,licenses,other documents presented to the public and expected to be derived from the Tyler software l 45 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Appendix 1 Data Conversion The tasks set forth below have been identified to provide a more comprehensive overview of the conversion iterations over the project stages set forth above. Stage Task Type Task which mentions the Data Conversion Template Notes Database(DCT-DB) 1 Deliver/review Deliver and review Data Conversion Template Database(DCT- (ininal) DB),ERDs and usage documentation to answer questions and provide guidance to OC staff in preparation for initial data load from legacy systems. 3A Deliver Deliver populated Data Conversion Template Database (DCT-DB) 4B Deliver/review Deliver and review populated Data Conversion Template Database(DCT-DB)with EnerGov Data Services team member(s) 4B Import into Import data into EnerGov master database from populated DCT-DB 4 EnerGov EnerGov Data Conversion Template Database(DCT-DB) Master DB (Iteration 1) 5A Populate Populate Data Conversion Template Database(DCT-DB) with latest iteration for System Acceptance Testing 5A Import into Conduct pre-System Acceptance Testing import of data DCT-DB 4 EnerGov EnerGov from Data Conversion Template Database(DCT-DB)in Master DB (Iteration 2& master EnerGov database and deliver to Customer 3) 6 Populate Populate Data Conversion Template Database(DCT-DB) with latest iteration for User Training 6 Import into Conduct pre-User Training import of data from Data DCT-DB 4 EnerGov EnerGov Conversion Template Database(DCT-DB)to master Master DB (Iteration 4) EnerGov database and deliver to Customer 7 Populate Populate Data Conversion Template Database(DCT-DB) with latest iteration for Production 7 Import into Conduct Production import of data from Data Conversion DCT-DB 4 EnerGov EnerGov Template Database(DCT-DB)to master EnerGov Master DB (Iteration 5) database and deliver to Customer l 46 DocuSign Envelope ID: 1CCA18DC-6CCl-428C-Al5D-5173EE24B471 Overall Architecture of Conversion: There are 3 SOL Server databases invoWed 117 the Conversion process 1. EG Template ChB(this database houses the data from each legacy data sciuroe( 2. Mapping&Convarnon Code D5(this database ccintains all conversion processes and mapping tables.This is maintained by Tyler's data conwersior,team..This do takes the data from EG–Tempate DB,translates it,and populates it into the EnerGcv D5 3. Eh,erGov_DB(the production E,eIrSo,RDBMS) ........... Progression of Conversion Process: Data rorversion is an iterative process with most projects involving 3–4 complete passes leading uls to final cutover. With reopecttotiming and position aithir the overall SOW, conver5ion-related activities typical ly begin no I atpr than Stage 4:Build/Bull Specifiratior,, E—G-De TeMpliate ce Fit,'— &Accept 4p. Data Load T k.. Data Wed Data pl L..d 111111fi rdilloill, E-G-DB EG 7em,p ate 0....d Data A-11— ryp i11110 Data R-i.. C,pr—In.. Cape 1-ming tylei 47 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Appendix 2 SOW Attachments The attachments that follow are part of this Statement of Work: A: Work Acceptance Form B: Change Order Request Form C: EnerGov System Requirements D: Customer Roles/Skills Recommendations E: Custom Programming Request Forth F: Custom Report Request Form G: Template DB Data Model and Guide H: Data Conversion Process for EnerGov Enterprise Server l 48 000wSWn Envelope ID: 1CCA18oC-6CC1-4u8C~^150-51r3EEu4o4r1 SOW Attachment % e n e rgov f\J|��� f�� .���[�|������ �(�| �f'���I — -� � - � � � —c�� -� ��� K��� ^"c^'^'8xt*""^ce ^'"�."^ x^uu Tyler Technologies Use Only Client El Deliverable does NOT denote a payment milestone. Date Milestone El This deliverable denotes a payment milestone. Amount Due:$0.00 Deliverable(s) Performed By Notes Additional Signoff Notes: [] I am satisfied with the work performed during this stage and approve the payment listed above (if applicable). [] | am NOT satisfied with the work performed during this stage. (Note: the project cannot continue to next phase until this phase ie completed eatiefaotoh|y). Print Name Signature Date Customer Notes: Enmr@uvEn�mrpr�mmGmmmr Ile�� May 8, 2015 muowrv1orronono/oo/ou All R/oomReaoweu DocuSign Envelope ID: 1CCA18DC-6CCl-428C-Al5D-5173EE24B471 0* SOW Attachment B Change Order Request . . 0 energov - -I I"I g, ,J t f o l"I a, t Y l, I Client: Date: Generated By: INTERNAL USE ONLY: Approved change orders should Authorized By: be routed through Tyler Finance Change Overview: Description of Change: Impact of Change: Schedule Impact: Delay of milestone & sub-tasks on Tyler Technologies Implementation Project Plan I including: --------------------- ± ------------------------------------------------------------------------------------------------, ------------------------------------------------ Task Name: Proposed Date Changes -------------------------------------------------------------------------------------------------------------------------------------------------------------------L------------------------------------------------- Cost Impact: ---------------------- --------- - --------- ----------------------------------Change-Detail----=---------------------------Credit ;e --------------------------- ­l;it-------------- -------------------Total------------------- --------------------------------------------------------------- ---------------------------------------------------------------------------- ------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------i--------------------------------------------J--------------------------------------L--------------------------------------1------------------------------------------------- Revision No: No changes may be made to this project without the agreement of the Project Manager(s), and must be approved by the Project Director. Submit endorsed Change Order to the Tyler Technology Project Manager Date Comments Approved By Signature Filorrov Fintorpirko�('Irvor IlMay 8,2035 fylc,i-1(,(lhnolo nos,All RlglhU,Rrsrivrd I. I 11:11 age DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 � / 11 lleir � IIII�IIII IIII IIII �pIIII��II��II�� IIIIIIIIII����IIIIII��IIIIII��IIII��II IIIII� IIC�II IIII �� VIi�����V�U ����IUVIVI�UI��iIIUUIUiIUIV��iI� �UU���U�� IIII.ii. Iily 1111 G 0 V S Y S IIII" IIII.ii. Iim III IIII il. Q U IIL IIII IIII i; II ily IIIr Tyler Technologies' EnerGov is designed to operate on networks and operating systems that meet certain requirements. Systems that do not meet the required specifications may not provide reliable or adequate performance, and Tyler cannot guarantee acceptable results. S III"If"IIE. A S S Ilfii;S S IM Ilfii;IN"If" Your site's system requirements are contingent upon several factors. Tyler uses a point system to help determine which specifications and configurations work best for your site. This document will help Tyler determine which setup is best for you. For each of the following applications that your site will use, indicate your site's quantity for each application variable. Each quantity has a pre-determined Point Value in parentheses, which is used to tabulate your "Total Point Value" below. EnerGov # Core Users NA (0) 1 — 25 Concurrent Core Users (4) 25 — 50 Concurrent Core Users (7) 50 — 100 Concurrent Core Users (11) 100 + Concurrent Core Users (16) Citizen Portal Citizen Portal Option NA (0) Citizen Web Portal (2) Total Point Value EnerGov Solution System Requirements 000wSWn Envelope ID: 1CCA18oC-6CC1-4u8C~^150-51r3EEu4o4r1 S III:..:.IIR V III:..:.IIR S IIR III:..:.CUIIFUC A T'110 IN S For the following table, use your Total Point Value from the previous Site Assessment to determine which specifications are required for your site's business needs. • The single server configuration is denoted as "Single". • Multi-server configurations are broken into Application Server (AS), Database Server (1)[3), and Web Server (Web) requirements. TOTAL POINT VALUE 1-6 7-10 11'15 15+ Single AS DB Web AS DB Web Processor Xeon Hex z w ww ww ww ww ww ww Core Contact Tyler Memory GB RAM 16 16 ]Z 16 ]Z ]Z ]Z for custom Available Bus 1_SAS lOO 100 100 100 100 100 100 specifications. Disk GB GB GB GB GB GB GB ,» 500 500 750 Space ' 8«s Z—SAS GB N/A GB N/A N/A GB N/A *One processor required; **Two processors required. �|f running ina virtual environment,four virtual cores are needed. 2 Tyler's standard maintenance plan includes an automatic backup of your database in this disk space. 3 Entities that plan on having over 100 concurrent users should consider clustering of SQL servers. ^|f using scanned documents, additional disk space isrequired. ��III:..:.Q UU�����III:..:.IN T`S - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - COIN IIFUGU IRAT"110IN IMIAGIRAIM Citizen Wet) Rernote APP/ills and SQL Database Computer File Servers Server Workstation WorkstaOani EnerGov Solution System Requirements 2 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 S III II III II S IIR III III IIF III "I'll 0INS Dedicated Server MS Windows Certified Server' General Server Removable Media (for backups) Gigabit Ethernet Operating System MS Windows 2008 R2 Server' System Software MS Office 2007 or 2010 and I IS Citrix Software Citrix Presentation Server Advanced (concurrent users) Database Component MS SQL Server 2008 R2 Clustered' Network Environment Domain w/ Active Directory Services' For OS SAS RAID1 Hard Drive Arrays For SQL, Transaction Logs, DB files, and SAS RAID5 or program files SAS RAID10 5 Nationally recognized brand. 6 If>32 GB of RAM,then Windows Server 2008 Enterprise. 'For larger clients, MS SQL Server 2008 R2 Standard or Enterprise may be required. III If, III1i;II G O III:..:III, S III II III1i;III The EnerGov Web Server will host all the externally accessible EnerGov systems such as Citizen Access Portal (CAP) EnerGov IVR, eReview Portal and MobileGov Web Services. In instances where the client has users who need full access to the EnerGov NET system, another instance of it will be hosted and accessible on this box. OII II S„T, t IIl0I Hardware Microsoft Windows Certified PC6 Processor Pentium Core 2 Duo Memory 4 GB RAM Disk Space 10 GB available disk space Operating System Windows XP Professional or Windows 7 Professional' Network Gigabit Ethernet Network Environment Workstation is a member of the Domain8 Nationally recognized brand 'Windows 95/98/ME, XP Home, and Vista Home editions and workgroup or peer-to-peer networks are not supported. Tyler's servers and workstations must authenticate with and be members of a Microsoft Active Directory network. Workgroup and peer-to-peer networks are not supported. EnerGov Solution System Requirements 3 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 IIItII O S III:..:.IIR COUI If IIIIII3 IIIIIL...III„f„ • I E 7+12 • Chrome 12 • FirefOX12 • Safari 12 These browsers are tested regularly for compatibility;the others are not tested regularly but are supported. Tyler recommends the Silverlight Plug-in. IM 0 113 111111 IIIJi;A IIRIIRIII IIIC T III tINS EnerGov's MobileGov Solution is capable of running on Tablet PCs, Laptops or Windows Mobile Smartphone. It is highly recommended that these devices be suitable for"feld use” (i.e. ruggedized). If Wi-Fi or reliable AirCard signal is readily available, users are also capable of running the full EnerGov NET application in the field (Laptops and Tablet PCs only).Additionally,field printing systems are recommended for on-the-spot printing of NOVs,failed inspection notices and other relevant documents in the field. It is best suited that these field units communicate via Bluetooth for simple wireless functionality in the field. • Panasonic Toughbook 30 Laptop ■ AirCard or Gobi Mobiel Broadband (or readily available Wi-Fi ■ HP Officejet H470 Mobile Printer Tablet PC Panasonic Toughbook Hl Field • Gobi Mobile Broadband (or readily available Wi-Fi) • Zebra Technologies RW420 Mobile Printer Wad ' iPad2 or higher • 3G or wifi capability ■ Windows Mobile 7 OS (preferred) Smartphone Zebra Technologies RW420 Mobile Printer Scanner Compatibility Canon E DR-M140 • DR-M160 Fujitsu E Fi-6140Z E Fi-6240Z • Fi-6230Z E Fi-613OZ 14 TWAIN compatible scanners are supported. EnerGov Solution System Requirements 4 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 RECOMMENDED BACKUP PROCEDURES Developing a consistent backup strategy is a vital part of any organization's business continuity plan.A good backup plan ensures that you do not lose the hard work and time you invested in data entry if a hardware failure or natural disaster occurs.A plan such as this is easy to develop and usually easy to implement.This section outlines the steps you should take to properly back up your data. Assessui ag Y uu it II13 clkull INeeds Backups occur differently,depending on the size of the database being used. The differences directly impact how quickly you can resolve problems and how much effort you must expend. Tyler recommends that you implement a backup plan based on the point values determined in your initial Site Assessment. IlRot tui ag"III"W Il es First,establish a good tape rotation for your backups.Tyler recommends that you use,at a minimum,the following 6-tape rotation: o u M T W Th F1 M T W Th F2 This rotation is sufficient for most customers because you can go back a few business days to find files. However,if you feel you need a little more protection,you can use a different set of tapes for Mon-Thurs of Week 2,and/or you can keep a Fri 3 and Fri 4 tape so that you have a month's worth of Friday backups.We also recommend that you periodically(monthly,quarterly,etc.) pull a tape permanently out of rotation to store off site B clkui ag Up Your V 11,,, IIG) t base For EnerGov,the default databases should consist of at least FY databases, Base,Sec and State database. There are a few different methods for backing up your SQL database. • SQL Backup Function:The Microsoft SQL Server 2008 R2 Management Studio has built-in backup tools that can cause SQL to dump the EnerGov database to a backup file in the SQL default backup folder while the SQL services are running.This location is: C:I Program Filesl Microsoft SQL Serverl MSSQL l Backup l • Third-Party Backup Agent: This method requires that you have some sort of third-party backup program (e.g., Symantec Backup Exec, Brightstor ARC Serve, etc.) which uses a SQL backup agent. These special backup agents allow the Microsoft SQL databases to be backed up while they are online. • The Microsoft SQL Server installation path may vary slightly per installation. EnerGov Solution System Requirements 5 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Other Directories in EnerGov Even though program files and run times can be replaced by Tyler,Tyler strongly recommends that you back up the entire C:\Web and/or C:\iVisions folder be backed up on the web server. Watclihag for S i ilas of IIF:' iillluure Monitor your backup status every morning. If there is a noticeable problem,such as an error light blinking on your tape drive,a tape being ejected without your knowledge,or an error message displaying about your backup, please contact us or your IT staff so that the problem can be resolved quickly. Accepthag lResll ilasuilb illluif Having good backups of EnerGov data is your responsibility. However,Tyler Technologies offers additional services that can help monitor your local backups,transmit your data to off-site locations,and even provide access to your EnerGov software and data over the Internet in case of disaster or serious equipment failure at your site. IfAsa stellr lRecoveiry In case of system failure due to unforeseen disaster,Tyler recommends that you have a Business Continuity Plan, which should include a disaster recovery service.Tyler offers a disaster recovery service for an additional fee. If you haven't already purchased this plan,contact Technical Services or Sales at 1-888-654-3293 for more information. EnerGov Solution System Requirements 6 000w 18oC-6CC1-428C~^150-5173EE24o471 SOW Attachment D ty!����������W����������� 0�e����m�/����~���� 0�m�����������N������~��N��� -�~�'�� -�~��� = =���� ~=�=�°��� =�°� ~� =� � |�8i�$ Emmpmweril ng peopUe who serve It h e pubi0c° Project Collaboration Aeuooeeefu| Tyler enterprise implementation is a collaborative endeavor in which both Tyler Project Team members and agency personnel occupy specific m|ee (and the responsibilities associated therewith). While definitive client-side roles and skills may vary from project to project(depending on the agency's resource availability)the following designations represent the typical and recommended resource involvement for most agencies. This committee is formed by executive or managerial staff of every effected business group to be implemented. Typical individuals Include e committee of the following: C|0/ Community Development Dineotor/ Finance Director/ CB0/Planning Director/Public Works Director eto... Responsibilities include: • Ensure proper change management and leadership to departmental staff. • Determine beneficial process change through automation as it is presented cross-departmentally. • Monitor project from high level. �����iivject V1aiima9eii,,: This role is typically a non-business group member(IT or support staff)of the agency's project team. Typical positions: |Tor applications support project manager Responsibilities include: • Serve as coordinator of the agency's Implementation team/subject matter experts. • Assist in managing the project scope, deliverables and timeline with assistance from the Tyler Project Manager. • Ensure that the project team stays focused, tasks are completed on schedule, and that the project stays on track. • Develop and maintain the project resource plan in conjunction with the Tyler Project Manager. • Schedule and coordinate project tasks with assistance from the Tyler Project Manager. • Coordinate agency's Implementation team resources with all departments. • Participate in daily project activities and track progress on project tasks. • Hold meetings with project stakeholders to update on project status and to reach verdict on any escalated pmoeee decisions that need tobemade. • High-level oversight throughout the stages of the project; ROI initiatives oversight. DeeiredShiUe/Expehence: • Previous project management experience aa project manager • Strong |T technical background • Bachelor's Degree in Computer Science or equivalent experience • Experienced with an iterative-based development approach • 8hanePoint&Microsoft Project experience aplus • Excellent knowledge of Customer Business Practices and Processes @20 13 1111 yUeii.....1111 echinoUogiles. AUU111111119111,*s 1111�teseiiived Coinflidein*liaUUin0mirma*illoin DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 ty!Customer Roles/Skills Recommendations m � �ll�ltllt I��t E�rn!�up�oweriing Ipleopie who serve the put�hiic 111E 1114 uu 111L�� This role is typically an executive or managerial sponsor of either the IT group or a dominate business group that is ultimately responsible for the success of the project. Typical positions: IT Director/Department or Division Director Responsibilities include: • Ultimate responsibility for the success of the project; serves as project champion. • Creating an positive environment that promotes project buy-in. • Driving the project through all levels of the agency. • High-level oversight throughout the stages of the project; ROI initiatives oversight. uu uu1 uu ° VIII System u1i uu1 uu liiii ° uu uu A user representative for each affected department is typically appointed for the entire lifecycle of the implementation and to serve as ongoing configuration support or"Systems Administrator" post the production phase of the EnerGov system. Typical positions: Departmental or division subject matter expert and typically a direct member of the business group or of the business applications support group. Responsibilities include: • Being trained on the EnerGov.NET system at a System Administration level. • Being fully engaged in the business analysis system configuration, reviews and UAT activities. • Assist internal efforts towards the creation of reports, interfaces&conversions. • Actively participate in the full implementation of Tyler's EnerGov software solution. • Serve as ongoing departmental or division system configuration support post the production phase of the project Desired Skills/Experience: • Proficient in Crystal Reports • Analytical/Problem Solving Skills • Experience with other"configurable"enterprise applications such as PeopleSoft, SAP, etc. IIIIL„ IIIIL uu� uu1 uu °� VIII IIIILI liiii uu IIIII ���� A user representative for each affected department must be appointed for the entire lifecycle of the implementation. Assigning competent business leads to assist in the project is highly recommended and can often determine the success of the implementation for their respective areas. These Business Leads are typically transitioned into Tyler "Power Users". Typical positions: Departmental or division "power user"and member of the business group. Responsibilities include: • Attending assessment workshop sessions. • Willing and able to gather data and make decisions about business processes. • Assist as a knowledge-base in the creation of specifications for reports, interfaces &conversions. • Review and test the system configuration. @2013""1111"' Ill ui^""1111"'m�chinolllogiiles A111111 111111119111,As IIIIteseiiii ved Cm infliiimlein tlii Ill I1111infoirmm atlilloi m 111111"""t DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 ty!Customer Roles/Skills Recommendations m � �lf�ltll� Ern poweriing Ip1eopie who serve the puhiic �1V""° IIII� uu liiii VIII IIIII ���� A technical individual from the Information technology group that is responsible for the technical infrastructure support of the implementation and to serve as ongoing technical infrastructure support post the production phase of the EnerGov software system. Typical positions: Network/IT Administrator Responsibilities include: • Primary responsibility for the technical environment during the software implementation • Ensure that servers, databases, network, desktops, printers, are available for system implementation and meet minimum standards • Work with Tyler's technical personnel during implementation • Maintain the testing and production databases • Install software updates and releases • Act as the primary technical resource for troubleshooting technical problems • Establish and maintain backup, archival, and other maintenance activities @2013""1111"' Ill ui^""1111"'m�chinolllogiiiev A111111 111111119111,As 11111 t seuived Coinfliidein tlii Ill I1111infoirmm atlilloin 111111''f DocuSign Envelope ID: 1CCA18DC-6CCl-428C-Al5D-5173EE24B471 fit SOW Attachmem E 0 00 1@ 4, tyller ('Ustoin Pt-ogntinin�ng R(NjUeNt Fonn 0 ' 1 f�''f')0,t��"� I En1powerhig peaple who serve the public" Client: Date of Request: Contact Name: I Expiration Date: I (Quote is valid for 30 days) Feature Request [Short Narrative Here] Option 1— [Custom Programming Item Name], [Hour Estimate] [Details here] Tyler Technologies Use Only (Custom programming fees are calculated using a$10,000 impact fee plus an hourly development fee) Impact Fee: Development Hours: 0 Development($249/hr.): $0 Estimated Release Date: See Dates Below Implementation Cost: $0 Estimated Release Version: See Dates Below Training Cost: $0 Documentation Cost: $0 Yearly Support/Maintenance (18% of Development cost): $0 R&D Authorization: Sales Rep Authorization: Total Cost: $0 Authorized: 'NIL� �Lchmdo"IiLs Prok""Aonall ser6 es Mai 8,2015 W1 7 I d"i I"Oulolopi"', A))Rwlil" I Page DocuSign Envelope ID: 1CCA18DC-6CCl-428C-Al5D-5173EE24B471 fit SOW Attachment E 0 00 1@ 4, tyller ('Ustoin Prograinin�ng R(NIUeNt Forin 0 ' 1 f�''f')0,t��"� I Ernpowerhig peaple who serve the public" Release Schedule Release Schedule Estimated Date [EnerGov Software Beta Release date] DATE [EnerGov Software RC Release date] DATE [EnerGov Software Gold Release date] DATE *Release dates are subject to change Accepted and Ordered by Customer: Please sign,date and return by fax: Signature: Tyler Technologies,Inc. Name (print): Phone: 888-355-1093 Title: Fax: 678-474-1002 Date: sales&nergov.com Payment Schedule Milestone/Due Date Amount Description Order Placement $0 75% due upon order placement Order Delivery $0 25% due upon order delivery Payment Schedule (Support/Maintenance) Due Date Amount Description January I of every year $0.00 1 St quarter Support/Maintenance April I of every year $0.00 2nd quarter Support/Maintenance July I of every year $0.00 3rd quarter Support/Maintenance October I of every year $0.00 4th quarter Support/Maintenance Support and Maintenance amounts listed above will be added to your regular support and maintenance fees. V'NILz Prok""donall ser6 es Mai 8,2015 W1 7 I d"I I"Oulolopi"', A))Rwlil" 2� Page DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 SOW Attachment F ��Jji" Instructions 4111, ��11111�1� �1 leir Fill out this form as completely and with as much detail as possible. Please attach any 4111 sample reports or other supporting documentation and be sure to save a copy for your , 411 records. The more detail provided,the better the report designer can develop the report without additional follow-up. Not all items will apply to each report;you need only U e c 'I ndcg' es complete those items that are relevant to the request. Exceptions to these requirements EnerGov Custom Report Request Form may be noted under Additional Details. To save time for a large number of similar report r `7 requests,save basic information as a template. Client Name: Report Requestor/Point of Contact: Request Date EnerGov Module ❑ I M ❑ P M Requested impact Management Project Management ❑A pplication Management ❑ Inspection Management ❑ Rental Prop Management Completion Date: ❑ Business License ❑ Object Management ❑ Request Management Priority(1=High,s=Low): ❑ Cashier ❑ Permit Management ❑Tax Remittance Management ❑ 1[:12❑ 3[:14❑ 5 ❑ Code Management ❑ Plan Management ❑ System ❑ Contact Management ❑ Professional License ❑ Other Report Name: Report Type: E] Report F1 Document Report Description/Business Need: Request Type: E] New ❑ Modification Based On Or Similar To Existing Standard or Custom Report: Report Target: E] Client E] Customer El EnerGov Format Design: Report Style: ❑ Replicate Sample Exactly OR ❑ Listing ❑ Letter ❑ Free Form ❑ Certificate ❑ Dashboard Report Orientation: Report Output: Paper Type: ❑ Portrait ❑ Landscape ❑ Print/PDF ❑ Excel/CSV ❑ Letter ❑ Legal ❑ Ledger ❑ Printed Form ❑ Other Include Print Date/Time: Include Page Numbers: Date/Time Formats: ❑Time ❑ Header ❑ Left ❑ Page N ❑ Header ❑ Left ❑ MM/DD/YYYY ❑ HH:MM ?M ❑ Date ❑ Footer ❑ Center ❑ Page N of M ❑ Footer ❑ Center ❑ M/D/YY ❑ HH:MM ?m ❑ Right ❑ Right ❑ M M M D,YYYY ❑ H:MM ?M ❑ Default Font Information(Times New Roman, 10 point, Black if not specified): El MM ?m E] DD/MM/YY MMM,YYYY ❑ H: MM Font Name: Font Size: Font Color: Black or ❑ MM/DD/YY ❑ HHMM (24) Technical Design: Identify Attached Specification/Sample Documents(XLS,DOC,PDF,etc.): Primary SQL Stored Procedure(for existing reports) : EnerGov Parameter: ❑ Date Range ❑ Module ID ❑ Other Record Selection Inclusion/Exclusion Filter Or Parameters(please put additional filters in the Notes For Developer): Filter#1: Filter#2: Filter#3: Parameter: ❑ User ❑ Static ❑ Dynamic Parameter: ❑ User ❑ Static ❑ Dynamic Parameter: ❑ User ❑ Static ❑ Dynamic How Report Data Is To Be Sorted or Grouped(please put additional sort/groupings in the Notes For Developer): Primary Sort: Secondary Sort: Tertiary Sort: ❑ Group ❑ Group ❑ Group Copyright©2014 Tyler Technologies EnerGov Custom Crystal Reports Request Form 20140311 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Additional Details Notes For Developer: QA Instructions/Test Case Scenarios: Client Services Notes: Client Notes: Approvals Ready To Develop Checklist ❑ All static and data elements have been identified in the report specification ❑ All formatting requirements have been identified in the report specification ❑ Indicate in the report specification whether to list one address type,all address types,or prioritization of address types ❑ Indicate in the report specification whether to list one contact type,all contact types or prioritization of contact types ❑ Indicate in the report specification whether to list one phone number,all phone numbers or prioritization of phone numbers ❑ All custom fields have been created in the client database ❑ All custom fields have been configured on appropriate Additional Info dialogs ❑ All record types,classes,statuses,etc. necessary to the report have been configured ❑ All fees and fee templates necessary to the report have been configured ❑ All address types necessary to the report have been configured ❑ All contact types necessary to the report have been configured ❑ All objects,impact conditions,certifications,and other elements necessary to the report have been configured ❑ All workflow steps and actions necessary to the report have been configured ❑ All support data(Bonds,Hearings,Parcels,Tasks,Users,Zones,etc.) necessary to the report have been configured ❑ Client has approved custom report request specification Specification Report Developer Specification Date Estimated Initial Dev/QA Hours Estimated Initial Dev/QA Cost Client Services Representative Submitted Date Billable Type: ❑ Contracted ❑ Purchase Order Client Approval I agree that the above and associated documents accurately reflect the requirements for this Custom Report Request. Client Name Client Signature Date Copyright©2014 Tyler Technologies EnerGov Custom Crystal Reports Request Form 20140311 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 4�1���� �1��11 Understanding the EnerGov ,110 pip 411 Custom Report Request Form The following describes each item on the EnerGov Custom Report Form: General Information ❖ Client Name—Name of the project client. ❖ Report Requestor/Point of Contact—Name of original customer or Tyler source of report requirements. ❖ Request Date—The date the request form is filled out. ❖ EnerGov Module—Check the box for the module for which the report is being developed. ❖ Requested Completion Date—The date the report has been promised to the customer. ❖ Priority—The importance of the report to the client(high priorities will be completed first). ❖ Report Name—The name the report is to be called (will be used for the RPT and SQL file names). ❖ Report Type—Whether the report is a batch-style report or single case document. ❖ Report Description/Business Need-Describe the purpose or use of the report. ❖ Request Type—Whether request is based on,or modification to,an existing report or a new report. ❖ Based On Or Similar To Existing Standard or Custom Report—Identify an existing report that should be used as a starting point for further development. ❖ Report Target—Indicate if this report is for EnerGov use, internal Client use,or will be delivered to end Customers. Format Design ❖ Report Style—Whether the report style is a listing format(table), Letter(to be mailed), Form(completed or to be filled out),Certificate(such as license or permit), Dashboard (summary analysis of data)or Exact(identical to the sample report). ❖ Report Orientation—Whether the report page orientation is Portrait or Landscape. ❖ Report Output—Whether report is intended to be read (Print/PDF)or exported (Excel/CSV). ❖ Paper Type—Select the type of paper the report will be printed on (letter, legal, ledger, pre-printed form,or other paper size). If selecting other, please identify in Additional Notes. ❖ Include Print Date/Time—Select whether to include the print date and/or time in the report header/footer and to justify it center, left or right. ❖ Include Page Numbers—Select whether to include Page Number and or Page Total in the report header/footer and to justify it center, left or right. ❖ Date/Time Formats—Select the default style of date and time to be used in the report. ❖ Default Font Information—If the default font size, style and color not specified:Times New Roman, 10pt, Black. Technical Design ❖ Identify Attached Specification/Sample Documents-List the file names of additional requirements specifications or sample documents. ❖ Primary SQL Stored Procedure—The name of any existing stored procedure to be used for the report. ❖ EnerGov Parameter—Indicate if the key report parameter is a date range,an EnerGov Module ID or other field. ❖ Record Selection Inclusion/Exclusion Filter Or Parameters—List any filters to include or exclude records, in addition to any EnerGov Parameter,that should be applied to the data record selection or SQL Stored Procedure. If the filter is to be a user-prompted parameter, indicate whether the user will enter a value,select from a list of static values,or select from a dynamic list of values. If more than three, please list in Notes For Developer. ❖ How The Report Is To Be Sorted or Grouped—List any primary,secondary or tertiary sorting. Note if the report should be grouped by the sort value. If any group summary totals and/or if more than three sort/group levels are required, please list in Notes For Developer. Additional Details ❖ Notes for Developer—Any additional information that will aid in the design and development of the report. ❖ QA Instructions/Test Case Scenarios—Special testing information to facilitate report testing and validation. ❖ Client Services Notes—Any additional comments about the report for the Implementation Team. ❖ Client Notes—Any additional comments about the report for the client. Copyright©2014 Tyler Technologies EnerGov Custom Crystal Reports Request Form 20140311 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Approval ❖ Ready To Develop Checklist—List of items for Implementation to make sure are complete before submitting the Report Request. • All static and data elements have been identified in the report specification • All formatting requirements have been identified in the report specification • Indicate in the report specification whether to list one address type,all address types,or prioritization of address types • Indicate in the report specification whether to list one contact type,all contact types or prioritization of contact types • Indicate in the report specification whether to list one phone number,all phone numbers or prioritization of phone numbers • All custom fields have been created in the client database • All custom fields have been configured on appropriate Additional Info dialogs • All record types,classes,statuses,etc. necessary to the report have been configured • All fees and fee templates necessary to the report have been configured • All address types necessary to the report have been configured • All contact types necessary to the report have been configured • All objects, impact conditions,certifications,and other elements necessary to the report have been configured • All workflow steps and actions necessary to the report have been configured • All support data (Bonds, Hearings, Parcels,Tasks, Users,Zones,etc.) necessary to the report have been configured • Client has approved custom report request specification ❖ Specification Report Developer—The name of the Report Developer assisting in the requirements gathering and report specification. ❖ Specification Date—The date the specification was completed. ❖ Estimated Initial Development/QA Hours—The number of hours expected for initial report development and QA. Revisions and subsequent changes to the specification may require additional hours. ❖ Estimated Initial Development/QA Cost—The expected billable cost for initial report development and QA. Revisions and subsequent changes to the specification may lead to additional billable costs. ❖ Client Services Representative—The name of the Client Services Representative working with the client. ❖ Submitted Date—The date the approved Custom Report Request is submitted to the Report Development Team. ❖ Billable Type—Whether this report is part of a contracted set of development hours,or will be billed against a client purchase order. ❖ Client Approval—Authorization by the client verifying that the report requirements are correct. Copyright©2014 Tyler Technologies EnerGov Custom Crystal Reports Request Form 20140311 t-) cr- cu LU U- C 0 (D U -0 0 > c co cu 0 cu :u CU 4� Ln > 4- CU U- 0 -0 CU cu / -0 V) 4 V U- m o CU .4� E 0 to cu on 0 cu CL L. 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O -C -C c a) +' co O O m m >r vi -0 U 4.1 a1 a.., � vc v -0 O c ..................................... 4-+ -4-1 O O _0 O O m aA 0Oc O E N a) O � `�' G f6 Q- m 'c w fB a) > c c0 O c6 4 y UO •a) � Q" O 4- N ) _ 4 UA _0 4- � Ln p O O E o L W w 'O O 'Z a) a) O 1�qp" 4 CI ° Qi a) V) VI C a) L u � w 4- N a) VI L E �' E s a N O W O_ -0 4-' E fGi1 `I �I v N 0 O 'O m m,m,m� I 4- c VI L U n3 (A Q) 'a u O a) 4- E 2i — � " v m a) O I v C) a) a a) -O �p I L is v a) 41 — v Q v N I __-e a) — U N O -a 41 a) > O O V) O c c OJ = U 4) a) 41 M c f6 cD Nf� 2 c ' W c M 11 I U O DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 SOW Attachment H Data Conversion Process for EnerGov Enterprise Server (Template DB Option) Overview: This document is an intro to the SQL Server EG_Template database and how to populate it. Modularized Design: As with the EnerGov software, the EG_Template db is sectioned off into modules. Each contains one master table at the top of the chain (ex. 'permit' for the Permit module). Within each module,there will be various child tables branching out below the master table for that module (ex. 'permit_address', 'permit_note', etc.). There are tables that cross multiple modules. The most notable of these involve inspections and payment transactions. Database diagrams have been included in the EG_Template database. These show the tables and their relationships for each module. Required Fields: There are certain fields in the EnerGov software which are required fields, and we cannot write records to the EnerGov db without populating these columns. Sometimes, these required fields will not be available in the legacy source data, so a simple default value can be written to the EG_Template db to fulfill any NOT NULL constraint. Some of these fields are drop-down lists in EnerGov,which means that we will be restricted in the values that we can write to these required fields in the EnerGov db. For drop-down fields, there is no restriction on what can be written in the EG_Template db. So, exact spelling or careful matching to the EnerGov configured values is not an issue for fields that are destined for EnerGov drop-down fields. We will run these through a separate mapping table to translate the values to the appropriate EnerGov value during conversion. These mappings will be negotiated during the development phase of the conversion. Custom Fields(any fields not available in the master table for the module in question): Most legacy systems will have some attribute fields that are not specified in the corresponding master table within EG_Template. In EnerGov,we will refer to these as custom fields. Within each module, there will be a child table for such custom fields. Since these are specific to the legacy system(s),you may add columns to these tables in EG_Template to accommodate any needed custom fields in the migration. For example, 'permit_additional_fields' is the table for extra fields relating to the 'permit' records. Gap Handling(where legacy data doesn't fit anywhere within EG_Template): There are sometimes special features of a legacy system which EnerGov does not account for in the EG_Template db. We may have to work out a custom solution to handle these special cases. Contacts: This is always a big topic for data migrations. These generally fall into two categories: 1. Those contacts that were managed with each person/company having one contact record, which is kept up to date over time. As this person/company is associated with records over time (getting a business license, pulling permits, being associated to a code violation), that one contact record is attached to the permit, license, code case, etc. With this model, there is generally no duplication of contact records (except when created by mistake). 2. Contacts where the user keys the contact attribute info on each permit, case, license, etc. With this model, there is no single master record representing the contact itself. So, if a contact has been associated to 10 different permits over time, there would be 10 records with the contact attributes (each one will likely have slightly different values in the various fields like name, address, phone, etc.). With this model, there is considerable duplication of contacts. DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 In the EnerGov model, contacts are stored as in category 1 above. Those contacts put into EG_Template without a master'contact' record link(category 2 above)will be migrated into custom field memo boxes to avoid duplication of contacts within the EnerGov contact repository. For example, when populating the permit contacts, those contacts for category 1 should go into the 'permit_contact' table. Those contacts for category 2 should go into the 'permit_contact_no_key' table. Multiple Legacy Data Sources: There are usually multiple data sources to convert in a project. The plan is to have all data sources populated into the EG_Template db. At the main table level,there is an optional column where the legacy data source can be populated for reference. This is provided as a way to easily count up or research records originating from a particular legacy data source. Overall Architecture of Conversion: There are 3 SQL Server databases involved in the conversion process. 1. EG_Template (for legacy data) 2. EnerGov (the production EnerGov db) 3. A database containing all conversion processes and mapping tables. This is maintained by Tyler's data conversion team. This db takes the data from EG_Tempate, translates it, and populates it into the EnerGov db. All legacy data sources will be This db will be used to This is the EnerGov db used by the loaded into this one db,within the map/translate data before it passes EnerGov software. provided table structure. into EnerGov. Stored procedures and functions will exist in this db, which will essentially be the conversion source code. DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Progression of Conversion Development Process: Provide empty EG_Template Tyler • Database format will be SQL Server database to client Load legacy data into Client • If there are multiple legacy data sources, all should template database be loaded into the one template SQL database. Mapping process Tyler/Client • Dependent on completed EnerGov configuration • Spreadsheets will be used to communicate mapping values. • Mapping questions may arise and both parties may need to discuss these until answers are agreed upon. Import-specific configuration Tyler • Certain fields or values may need to exist for changes to EnerGov imported records only. These usually require some minor EnerGov configuration changes. Customize conversion scripts Tyler • Minor customization can be expected for many conversions, based on special requests from client. • Any special requests would also be added into the conversion scripts at this time. Conversion execution Tyler • Resulting EnerGov database will be provided to client team for review. Review and either sign-off or Client • Client team will review the data and the interaction request changes with it in the EnerGov software. • If it meets the client's needs, sign-off will occur. If not, certain steps above may need to be repeated until client signs off on the conversion. Progression of Final Conversion Cutover Process(Go-Live): Load legacy data into Client • This should just be an up-to-date extract of the template database legacy data into the template db. Conversion execution Tyler • Resulting EnerGov database will be provided to 11 client team. This will be the production EnerGov db. Go Live Tyler/Client • Verification of EnerGov db and site functionality • Data Conversion sign-off • Move to production phase DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 1 +nf�f���ft ) of ty e r : Exhibit E MYGOVPAY/VIRTUAL PAY 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 MVGovPay/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 BankCard Services Worldwide,a Payment Card Industry(PCI)compliant processing agent through which the EnerGov Software passes credit card transactions. "Use Fees"means the fees 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 MVGovPaV's and VirtualPaV'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 Virtual Pay. 2. MyGovPay/VirtualPay Fees. Customer agrees that the Use Fees set forth on the following page will apply if ° °' tyler 49 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 Customer elects to use MyGovPay/VirtualPay. Use Fees EnerGov's MyGovPay(Online/card-not-present payments)** MyGovPay(Online MyGovPay(Online Payments) Payments) Percentage Based Fee +Transaction Fee Option 1: Government Entity 2.79% $0.20 Paid Option 2: 3.29% N/A Patron Paid **ACH processing is available for a fee of$20 per month and$0.30 per transaction. EnerGov's VirtualPay(retail card present) VirtualPay(Retail Virtual Pay(Retail Payments) Payments) Percentage Based Fee +Transaction Fee Option 1: Government Entity 2.59% $0.15 Paid Option 2: 2.99% N/A Patron Paid Patron Paid fees will be communicated as "Service Fees"to the cardholder, at the time of transaction. In the event that the average transaction amount is below$30, we reserve 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 medical care or other emergency services. ° °, tyler 50 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 (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. (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. l 51 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 1 0 4) o l� ty e r : Exhibit F Source Code Escrow Agreement IN CONSIDERATION OF the terms and conditions of the Agreement and other good and valuable consideration,the parties hereto agree as follows: ESCROW AGREEMENT. Tyler Technologies agrees to name (hereinafter CLIENT)as a beneficiary in accordance with the provisions of the Software Escrow Service Agreement Tyler Technologies maintains with an independent escrow service. PRICE. CLIENT agrees to pay an initial start-up fee of$750.00,due upon execution of this agreement. Future annual payments will be invoiced in the month prior to the renewal date and will be due in full for this agreement to continue in effect. SOFTWARE SOURCE CODE COVERED. This Agreement applies to all Tyler Software for which CLIENT has paid the full agreed upon price of the Tyler Software license. If CLIENT acquires additional Tyler Software in the future,such software shall also be covered by this Agreement. If CLIENT fails to pay the Escrow fee when due,Tyler Technologies shall have the right in its sole discretion to suspend its performance or terminate this Agreement. TERM. This Agreement shall become effective on the date executed by an officer of Tyler Technologies and shall have a term ending upon the last day of the month one year following that date. A. This Agreement will automatically renew for subsequent one year terms unless either party gives the other party at least thirty days prior written notice of its intent not to renew. Fees for subsequent years are subject to change. PROVISIONS. As a minimum requirement, Tyler Technologies agrees to provide the following service to CLIENT through an escrow agreement: A. Tyler Technologies will maintain a software escrow service agreement with an independent escrow service provider. B. Tyler Technologies will deposit a current copy of source code for all licensed Tyler Software and will update the deposit when a major revision of the software is released. C. If Tyler Technologies chooses to change the provider of the escrow service,Tyler Technologies will notify CLIENT of the name and address of the new escrow service provider. D. The provisions included in the escrow service agreement will include provisions for the beneficiary to receive access to the Tyler Software source code when the escrow service provider has received written instruction directly from Tyler Technologies,Tyler Technology's trustee in bankruptcy,or a court of competent jurisdiction and payment to the escrow service provider of the deposit copying and delivery fees,then the escrow service provider will release a copy of the deposit materials to CLIENT. ACCEPTED BY: ACCEPTED BY: Tyler Technologies,Inc. CLIENT Name By: By: Signature Signature Title Title Date Date tyler 52 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 1 +nf�f���ft ) of ty e r : Exhibit G Sample Project Plan Project timelines are living documents, subject to refinement during the project planning stage and over the course of project deployment.The project plan set forth below is provided for your reference purposes.The parties will collaborate on a baseline project schedule during Stage 1 of the project, as set forth in the Statement of Work. l 53 0 N u U (1 a) L a � M Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln/ �p Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln -i -i -i -i - -i -i -i -i -i -i -i -i -i _q M M M M M M M M M N N N N N N N N N N N N N N N N% / 'f c-1 1 ti M Ch ';T Ch ';T Ch ';T Ch ';T LA Ln Ill Ln Ill Ln LA Ln Ill Ln Ill Ln Ill Ln Ill Ln// t0 lD _ / i% f L Y. L •L. L •L. L •L. L •L. �S. 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O O co / / /, I/ /o / a) n aJ w // !/ / I- O 'o/ O a0 a) / , O O C9 v, v, U E � 4-1 3 f I L G / / L E — v i a v � lr w ui D� LL OOOO � W w � J ' _ � P = _ ,' = L/') to � d%��/ j �/ �j % • a W a z r LL SZ W N M d' Ln 0 1) 00 C) O 1-i N M d' Ln lD Il 00 01 O r-i N M d' Ln lD I� 00 01 O r-i N M d' Ln O O O O O O O O �--� r-i �--� r-i N N N N N N N N M M M M M M c-i 1-4 i-I c-i 1-1 1-4 i-I c-i 1-1 1-4 1-1 1-4 1-1 1-4 i-1 c-i 1-1 1-4 1-1 1-4 1-1 c 4 1-1 c 4 U O 0 DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 ACORN® DATE(MM/DD/YYYY) � CERTIFICATE OF LIABILITY INSURANCE 11/13/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Producer HOUSE NAME: Hays Companies PHONE (617)723-7775 A/C No: 133 Federal Street, 2nd Floor ADDRIESS: INSURER(S)AFFORDING COVERAGE NAIC# Boston MA 02110 INSURER AAtlantic Specialty Insurance 27154 INSURED INSURERB:Trumbull Insurance Company 27120 Tyler Technologies, Inc. INSURERC:Certain Underwriters at Lloyds 5101 Tennyson Parkway INSURER D: INSURER E: Plano TX 75024 INSURER F: COVERAGES CERTIFICATE NUMBER:11.1.15-3.1.16 GL, Auto, REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 1 000 000 X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ r r A CLAIMS-MADE FxI OCCUR 711013784-0002 3/1/2015 3/1/2016 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 X POLICY PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 A X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED 711013784-0002 3/1/2015 3/1/2016 BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident X UMBRELLA LAB OCCUR EACH OCCURRENCE $ 15,000,000 A EXCESS LIAB CLAIMS-MADE AGGREGATE $ 15,000,000 DED I I RETENTION$ 711013784-0002 3/1/2015 3/1/2016 $ B AND EMPLOYERS'LIABILITY WORKERS COMPENSATION WC STATU- ER Y/N X TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) OBWBCS5886 3/1/2015 3/1/2016 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Professional Liability B0901LI1414036000 11/17/2015 11/17/2016 Occurence Limit: $20,000,000 C Professional Liability B0901LI1414036000 11/17/2015 11/17/2016 Aggregate Limit: $20,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Evidence of Insurance ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE James Hays/SKING --- ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025 rgmnnr�ni Th. arrio 1 n.mn­1 11-ern rnnic*n 11 m.rl,.of arrio 1 DocuSign Envelope ID: 1CCA18DC-6CCl-428C-Al5D-5173EE24B471 /"/V/"""" B0621PTYLE000215 PRIMARY LAYER .............................. ............... ............... ....................... ............ DECLARA71ONS Attaching to and forming part of eRi§G Bj*vw Protection Inararce POLICY NUMBER--B0621PTYLE000215 This Insurance is effected with Certain Underwriters at Lloyds, London(not incorporated) THIS POLICY IS A CLAIMS MADE AND REPORTED POLICY. EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS POLICY COVERS ONLY CLAIMS FIRST MADE AND REPORTED TO US DURING THE POLICY PERIOD AND ON OR AFTER THE RETROACTIVE DATE BUT BEFORE THE END OF THE POLICY PERIOD OR ANY EXTENDED REPORTING PERIOD, IF APPLICABLE. ALL CLAIMS ARE SUBJECT TO THE APPLICABLE LIMITS OF LIABILITY AND THE APPLICABLE RETENTION(S). PLEASE NOTE THAT THE LIMITS OF LIABILITY FOR INSURING AGREEMENTS 1, 2, 3, AND 5 INCLUDE CLAIM EXPENSES. PLEASE REVIEW THE COVERAGE AFFORDED UNDER THIS INSURANCE POLICY CAREFULLY AND DISCUSS THE COVERAGE HEREUNDER WITH YOUR INSURANCE AGENT OR BROKER. I NAMED INSURED: Tyler Technologies, Inc ADDRESS 5101 Tennyson Parkway, Plano,TX 75024 2 POLICY PERIOD. FROM: 1711",November 2015 TO; 1701 November 2016 (Both days at 1201 A.M. standard time at the address shown in Item T) 3 POLICY LIMITS OF LIABILITY AND COVERAGES PURCHASED You have purchased some or all of the following Insuring Agreements. Only those Insuring Agreement(s)that specify a Limit of Liability below have been purchased. If an Insuring Agreement has not been purchased that portion of this policy Is not applicable. LIMITS OF LIABILITY 3A LIMIT OF LIABILITY: (1) INSURING AGREEMENT 1, PROFESSIONAL SERVICES� USD20,000,000 Each claim and in the aggregate-including claims expenses DocuSign Envelope ID: 1CCA18DC-6CCl-428C-Al5D-5173EE24B471 f5i 80621PTYLE000215 PRIMARY LAYER ..................... (2) INSURING AGREEMENT 2, MULTIMEDIA LIABILITY: US020,000,000 Each claim and in the aggregate-including claims expenses (3) INSURING AGREEMENT 3, SECURITY AND PRIVACY LIABILITY' USD 20,000,000 Each claim and in the aggregate•including claims expenses (4) INSURING AGREEMENT 4, DATA RECOVERY AND LOSS OF BUSINESS INCOME COVERAGE: USD 20,000,000 Each claim and in the aggregate (5) INSURING AGREEMENT 5, PRIVACY REGULATORY DEFENSE AND PENALTIES: USD 20,000,000 Each claim and in the aggregate-including claims expenses (6) INSURING AGREEMENT 6, CRISIS MANAGEMENT, CUSTOMER NOTIFICATION COSTS, AND CUSTOMER SUPPORT AND CREDIT MONITORING EXPENSES USD 20,000.000 Each claim and in the aggregate (7) INSURING AGREEMENT 7, DATA EXTORTION� USD 20,000,000 Each claim and in the aggregate 3B, TOTAL LIMIT OF LIABILITY UNDER THE POLICY: USD 20,000,000 is the Total Limit of Liability under the policy. 3C. Notwithstanding the aggregate Limit of Liability under each Insuring Agreement as set forth in item 3(A)above,all payments made under the policy, regardless of the number of Insuring Agreements that apply,will reduce the total Limit of Liability as set forth in Rem 3(B) above. In no event will Underwriters pay more than the total Limit of Liability as set forth in item 3(B)above. 4 RETENTION and WAITING PERIOD: Insuring Agreement 1, Professional Services USD500,000 Each claim-including claims expenses Insuring Agreement 2, Multimedia Liability DocuSign Envelope ID: 1CCA18DC-6CCl-428C-Al5D-5173EE24B471 i age B0621PTYLE000215 PRIMARY LAYER ......................................... USD500,000 Each claim-including claims expenses Insuring Agreement 3, Security and Privacy Liability US0500,000 Each claim-including claims expenses Insuring Agreement 4, Data Recovery and Loss of Business Income Coverage Data Recovery USD500,000 Each claim Loss of Business Income Coverage 12 Hours waiting period Insuring Agreement 5, Privacy Regulatory Defense and Penalties USD500,000 Each claim Insuring Agreement 6, Crisis Management, Customer Notification Costs, and Customer Support and Credit Monitoring Expenses USD500,000 Each claim Insuring Agreement 7, Data Extortion USD500,000 Each claim RETROACTIVE DATE: Insuring Agreement 1 —1s'January 1996 Insuring Agreement 2—1 fit January 1996 Insuring Agreement 3—29th June 2006 Insuring Agreement 4—Not applicable Insuring Agreement 5—299,June 2006 Insuring Agreement 6—Not applicable Insuring Agreement 7—Not applicable ANNUAL PREMIUM: US0236,500,00 7 NOTICE OF CLAIM TO: Karl Timm Bates Carey 191 North Wacker Drive Suite 2400 Chicago, IL 60606 8 NOTICE OF ELECTION: Hays Companies 1 South Wacker Drive Chicago 60606 Illinois 9 SERVICE OF SUIT: Mencles&Mount,LLP. 750 Seventh Avenue New York,NY 10019 110 CHOICE OF LAW New York DocuSign Envelope ID: 1CCA18DC-6CCl-428C-Al5D-5173EE24B471 B0621PTYLE000215 PRIMARY LAYER III, TERRITORY' Anywhere in the world 112 TECHNOLOGY PROFESSIONAL SERVICES FOR WHICH COVERAGE HAS BEEN PURCHASED: As per attached endorsement O V (1) 1�r ��f� _0 to W to to C: 0 CO 0 -- -- -- -- •Li- LL. 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