Loading...
HomeMy WebLinkAbout26-077 Tyler Technologies, Inc as a Service for Enterprise Resource Planning (ERP) system 1 SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler’s proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows: SECTION A – DEFINITIONS • “Agreement” means this Software as a Service Agreement. • “City Business Day” means any day other than a Saturday, Sunday, or legal holiday as observed by the city of Cupertino, California. • “Business Travel Policy” means our business travel policy. Our current Business Travel Policy is attached as Exhibit B.1. • “Client” means the party indicated on the signature block or, in the absence of a signature block, the Investment Summary. • “Data” means your data necessary to use the Tyler Software. • “Data Storage Capacity” means the contracted amount of storage capacity for your Data, if any, identified in the Investment Summary. • “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you (or the Documentation in the absence of a written proposal), or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then- current Documentation. • “Defined Users” means the number of users, if any, that are identified in the Investment Summary. If Exhibit A contains Enterprise Permitting & Licensing labeled software, defined users mean the maximum number of named users that are authorized to use the Enterprise Permitting & Licensing labeled modules as indicated in the Investment Summary. • “Developer” means a third party who owns the intellectual property rights to a Third-Party Product. • “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement. Notwithstanding the foregoing, if these terms are linked from an Order Form, the Effective Date is the date your authorized representative signed the Order Form. • “Force Majeure” means an event beyond the reasonable control of you or us, including, without 2 limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • “Investment Summary” means the agreed upon cost proposal for the products and services attached as Exhibit A. • “Order Form” means an ordering document that includes a quote or investment summary and specifies the items to be provided by Tyler to Client, including any addenda and supplements thereto. • “Professional Services” means those services provided by Tyler or a third party related to the scope of this Agreement and identified in the Investment Summary. • “SaaS Fees” means the fees for the SaaS Services identified in the Investment Summary. • “SaaS Services” means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting, or other professional services. • “SLA” means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C. • “Statement of Work” means the industry standard implementation plan describing how our professional services will be provided to implement the Tyler Software and outlining your and our roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit E. • “Support Call Process” means the support call process applicable to all our customers who have a right to use the Tyler Software. Our current Support Call Process is attached as Exhibit C.1. • “Third-Party Hardware” means the third-party hardware, if any, identified in the Investment Summary. • “Third-Party Products” means the Third-Party Software and Third-Party Hardware. • “Third-Party SaaS Services” means software as a service provided by a third party, if any, identified in the Investment Summary. • “Third-Party Services” means the third-party services, if any, identified in the Investment Summary. • “Third-Party Software” means the third-party software, if any, identified in the Investment Summary or included with the Tyler Software. • “Third-Party Terms” means the end user license agreement(s) or other terms, if any, for the Third-Party Products or other parties’ products or services, as applicable, and attached or indicated at Exhibit D. • “Tyler” means Tyler Technologies, Inc., a Delaware corporation. • “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement. • “we,” “us,” “our” and similar terms mean Tyler. • “you” and similar terms mean Client. SECTION B – SAAS SERVICES 3 1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your governmental purposes, subject to any limits for Defined Users or Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in this Agreement. In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s). You acknowledge that we have no obligation to ship copies of the Tyler Software as part of the SaaS Services. Your right to use the SaaS Services applies to releases provided as part of our Maintenance and Support Services as further detailed in this Agreement. 2. Ownership. 2.1. We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services. 2.2. The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 3. Data. 3.1. You retain all ownership and intellectual property rights to the Data. You expressly recognize that, except to the extent necessary to fulfill our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services. Tyler shall not access City user accounts or City data collected, except (1) as essential to fulfillment of the objectives of this Agreement, (2) in response to service or technical issues, or (3) at City’s written request. 3.2. You expressly grant to us a limited, non-exclusive license to access, copy, transmit, download, display, and reproduce your Data to provide services pursuant to this Agreement. 3.3. Our access to and use of your Data necessary to use the Tyler Software or SaaS Services will comply with applicable provisions of our Privacy Statement (available at https://www.tylertech.com/privacy) and applicable law. 3.3.1. In carrying out the SaaS Services, Tyler shall endeavor to protect the confidentiality of all confidential, non-public Data as follows: 3.3.2. Implement and maintain appropriate security measures to safeguard against unauthorized access, disclosure, or theft of Data in accordance with recognized industry practice. 3.3.3. City Data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, Tyler is responsible for encryption of the City Data. Tyler shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Federal Security Requirements for Cryptographic Modules for all personal data, unless City approves the storage of personal data on Tyler’s portable device in order to accomplish work as defined in the statement of work. 3.4. Data Breach Notification. Tyler will provide notice of a breach of Client Data in accordance with applicable state and federal data breach notification laws. Tyler will notify City of a confirmed security breach (meaning a confirmed unauthorized access or disclosure of Client Data protected under applicable data protection laws as soon as possible after Tyler becomes aware of it. The notice shall include: known information about the nature of the unauthorized access, use of disclosure; the confidential information accessed, used or disclosed; the person(s) who accessed, used, disclosed and/or received protected information (if known); what Tyler has 4 done or will do to mitigate any deleterious effect of the unauthorized access, use of disclosure, and what corrective action Tyler has taken or will take to prevent future unauthorized access, use of disclosure. In the case of personally identifiable information (PII) or protected health information (PHI), Tyler will reimburse Client for reasonable direct costs that Client is incur under applicable data breach notification laws provided such costs directly result from a confirmed breach of Client Data for which Tyler is determined to have breached its security obligations under this Agreement. Client must provide Tyler with reasonable documentation of such costs prior to reimbursement 3.5. Tyler shall provide access to City reports in a format as specified in the SLA agreed to by both Tyler and City. Reports shall include user access, user access IP address, user access history, and security logs for all City files related to this Agreement. 4. Restrictions. 4.1. You may not: 4.1.1. make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations; 4.1.2. modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; 4.1.3. access or use the SaaS Services to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or 4.1.4. license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement. 4.1.5. Notwithstanding anything to the contrary in this Section 4.1, you may disclose, with our written consent, not to be unreasonably withheld, the Tyler Software, SaaS Services, or Documentation to a third party you consult with regarding the implementation or use of the Tyler Software and SaaS Services. You must ensure that any such third-party’s use is subject to the terms of this Agreement, and you acknowledge and agree that you are liable for any breach of the terms of this Agreement by such third party. 5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with our then-current Support Call Process. For a period of five (5) years from the Effective Date, if a new release of the Tyler Software included within scope as of the Effective Date removes functionality that was provided to you as part of the original implementation, we will provide alternative means for performing the same function, at no additional cost to you beyond payment of the annual SaaS Fees. 6. SaaS Services. 6.1. Audit & Compliance. Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 21. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or their equivalent, for the duration of the Agreement. The foregoing notwithstanding, you acknowledge that the scope of audit coverage varies depending on the specific Tyler Software solution. We will provide you with a 5 summary of our current compliance report(s) or its equivalent, upon your request. For the avoidance of doubt, if our SaaS Services are provided using a third-party data center, the compliance report may be for that third-party provider and be subject to confidential treatment in accordance with applicable law. If you want us to provide our compliance reports to a third- party auditor or similar entity, we reserve the right to require execution of an NDA by that third party. 6.2. Service Levels. The Tyler Software will be made available to you according to the terms of the SLA. Tyler SaaS Services will be provided via a third-party data center. Your Data will be inaccessible to our other customers. Tyler will not transfer Client Data outside territorial limits of the United States of America without prior permission from you. 6.3. Business Continuity. Data centers used to deliver SaaS Services for this Agreement have redundant telecommunications access, electrical power, and the required hardware to provide access to the SaaS Services in the event of a disaster or component failure. We test our disaster recovery plan on an annual basis. The plan is not client specific and is detailed in Tyler’s System & Organization Control reports or their equivalent. In the event of a data center failure, we reserve the right to employ our disaster recovery plan for resumption of the SaaS Services. In that event, we commit to a Recovery Point Objective (“RPO”) of 24 hours and a Recovery Time Objective (“RTO”) of 24 hours. RPO represents the maximum duration of time between the most recent recoverable copy of your hosted Data and subsequent data center failure. RTO represents the maximum duration of time following data center failure within which your access to the Tyler Software must be restored. If we employ our disaster recovery plan, we will be responsible for restoring your Data and ensuring that the SaaS Services are online, and you will be responsible for validating your Data and confirming the functioning of the SaaS Services, including any integrations. If we are aware of any data loss, we will communicate the details of such loss to you. 6.4. Security Measures. We provide secure Data transmission paths between your devices and the data center used to provide SaaS Services to you. Data centers used to provide SaaS Services are accessible only by authorized personnel with a unique key entry or comparable security. We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software. Unauthorized attempts to access files, passwords, or other confidential information, and vulnerability and penetration test scanning of our network and systems (hosted or otherwise) are prohibited. Where applicable with respect to our applications that take or process card payment data, we comply with applicable requirements of PCI DSS. We agree to supply the then-current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about-us/compliance and, in the event of any change in our status, we will comply with applicable notice requirements. SECTION C – PROFESSIONAL SERVICES 1. Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary and if applicable, described in the Statement of Work. 2. Professional Services Fees. You agree to pay us the services fees in the amounts set forth in the 6 Investment Summary. You acknowledge that the fees stated in the Investment Summary, unless expressly stated otherwise, are our good-faith estimates of the amount of time and materials required for your implementation, up to the maximum amounts set forth in the Investment Summary. This not-to-exceed commitment is contingent on your timely meeting of your obligations under this Agreement. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable rate by the quoted units, as set forth in the Investment Summary. 3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for sixty (60) days from the date of the quote. 4. Assignment and Removal of 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. Upon request, we will provide you with project resumes, demonstrating relevant past project experience, for project team members that are allocated for onsite services on the project. You agree that those resumes are for your information and planning purposes only. Once our project team is assembled and your counterparts have been identified, both parties agree that, except for reasons outside their control, they will not remove staff and personnel from their assigned project roles without reasonable advance notice and good cause, and that they will work together 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. We agree to use commercially reasonable efforts to maintain consistency of project personnel and commit to replacement resources having sufficient project knowledge, without additional cost to you, in order to render services in accordance with contractual requirements. In the event our personnel is/are not providing services consistent with our services warranty or are otherwise negatively impacting the project, you will notify us of that deficiency and give us a reasonable opportunity to correct it. In the event the deficiency persists, we will replace that project member, upon your written request and demonstration of good cause. Replacement staff will be assigned following the same processes set forth above and shall have reasonably sufficient, experience, and project knowledge to perform the applicable obligations under the Agreement. The foregoing notwithstanding, if the replacement personnel is providing services onsite, you shall remain liable for travel expenses of such personnel to be invoiced in accordance with the Agreement and Business Travel Policy. 5. Cancellation. 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 (i) daily fees associated with cancelled professional services if we are unable to reassign our personnel and (ii) any non-refundable travel expenses already incurred by us on your behalf. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments. 7 6. Services Warranty. We will perform services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you. 7. Licenses and Permits. Tyler represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required to carry out the purposes of this Agreement. 8. Site Access and Requirements. At no cost to us, you agree to provide us with reasonable access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. 9. Policy Compliance. Tyler will agree to comply with Client’s policies that have been disclosed to Tyler as of the Effective Date, and thereafter as have been mutually agreed upon between the parties. 10. Compliance with Accessibility Standards. In the performance of services, Tyler shall comply with and adhere to all applicable elements of the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.). 11. Background Checks. All of our employees undergo criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies. 12. Party Cooperation. B Both parties acknowledge that the successful implementation of the Tyler Software is a collaborative effort that requires timely participation, communication, and resource commitments from each side. The City will make reasonable efforts to provide the necessary access to personnel, information, and resources to support the project in accordance with the Agreement and the mutually agreed-upon project schedule. Tyler will likewise make reasonable efforts to support the City by providing timely guidance, clear expectations, and proactive communication throughout the project. Each party agrees to notify the other as soon as reasonably possible if it becomes aware of any circumstance that may impact its ability to meet a project commitment, so that both parties can work together to make appropriate adjustments. Delays or missed milestones that result from a party’s failure to meet the responsibilities outlined in this section will be attributable to that party. Delays or missed milestones will be discussed in weekly project management meetings in order to develop a strategy using best efforts to get the schedule back on track. 13. Maintenance and Support Services. 13.1. For the duration of this Agreement, consistent with the terms set forth in our then- current Support Call Process, we will: 13.1.1. perform our maintenance and support obligations in a professional and workmanlike manner, consistent with industry standards, to provide support and resolve Defects in the Tyler Software (subject to any applicable release life cycle policy); 13.1.2. provide telephone support during our established support hours as indicated in our then-current Support Call Process; 13.1.3. maintain personnel that are sufficiently trained to be familiar with the Tyler Software 8 and Third-Party Software, if any, in order to provide maintenance and support services; 13.1.4. provide releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers with a current SaaS Agreement. 13.2. Your use of Tyler Software or SaaS Services requires that you remain current with supported releases of Tyler Software as indicated in any applicable release lifecycle policy. Our warranty and support commitments are contingent upon you using a supported version of the Tyler Software. Tyler may require you to update to a current version of the Tyler Software to address a critical issue (for example, to address an identified security vulnerability in the Tyler Software or a third-party component). Tyler will use commercially reasonable efforts to (i) minimize the number of such instances and (ii) provide as much advance notice as possible. 13.3. We will use all commercially reasonable and best efforts to perform support services remotely. We reserve the right to use secure third-party connectivity tools to deliver maintenance and support services. We also reserve the right to collect Tyler Software or SaaS Services telemetry for product evaluation, quality assurance, and security monitoring and enhancement purposes. You agree to reasonably cooperate with us in providing access to your environments and Data for the purposes of providing maintenance and support services and acknowledge that our warranty, support, and service level obligations under this Agreement are contingent upon receiving reasonable access to your Data and systems. 13.4. For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support; (b) application design; (c) other consulting services; or (d) telephone support outside our normal business hours as listed in our then-current Support Call Process. SECTION D – THIRD-PARTY PRODUCTS 1. Third-Party Hardware. We will sell and deliver any Third-Party Hardware set forth in the Investment Summary for the price indicated therein. Unless otherwise indicated, installation of Third-Party Hardware will be performed by Tyler or identified third party installers. 2. Third-Party Software. Your rights under this Agreement may include rights to certain Third-Party Software. We certify that we have acquired the right to provide the Third-Party Software to you. Your rights to the Third-Party Software will be governed by the Third-Party Terms and, in the absence of such terms, this Agreement. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer or its authorized reseller to sell or grant access, as applicable, to the Third-Party Products. 3.2 Unless otherwise expressly indicated, Third-Party Hardware will be new and unused. You will receive free and clear title to the Third-Party Hardware you purchase upon your payment in full of the purchase price. 3.3 You acknowledge that we are not the manufacturer of Third-Party Products. We do not warrant or guarantee the performance of the Third-Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third- 9 Party Products. 4.Third-Party Services. If you have purchased Third-Party Services, those services will be provided independently of Tyler by such third party at the rates set forth in the Investment Summary and in accordance with Exhibit B. SECTION E – TERM AND TERMINATION 1.Term. The initial term of this Agreement is equal to five (5) years, commencing on July 1, 2026. Upon expiration of the initial term, this Agreement will renew automatically for additional one (1) year renewal terms at our then-current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then-current renewal term. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement. 2.Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section G(2). 2.1. Failure to Pay Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of fees. We may terminate this Agreement if you do not cure a failure to pay within sixty (60) days of our notice to you that you have overdue payments. 2.2. For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section G(2). You may terminate this Agreement for cause after following the procedures set forth in Section G(2). 2.3. Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more. Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30)days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. 3.Return of Client Data. In the event of termination of the Agreement, and upon reasonable advance notice, Tyler shall promptly make all Data available to you in the format of the database or other such format as may be mutually agreed upon, provided through Tyler’s FTP server or such other secure method reasonably selected by Tyler. Such Data will be provided at no additional cost. 4.Disentanglement. In connection with the termination of this Agreement for any reason or expiration of this Agreement, Tyler shall use commercially reasonable efforts to accomplish an adequate and timely transition from Tyler to you, or to any replacement providers designated by you (a “Disentanglement”). The parties shall reasonably cooperate in good faith during Disentanglement. You shall reimburse Tyler for its reasonable costs and expenses incurred in providing Disentanglement services to you as set forth in the parties’ executed change order or addendum. 10 SECTION F – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1. We will defend you against any third-party claim(s) that the Tyler Software or Documentation infringes that third-party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2. Our obligations under this Section F(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties. 1.3. If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: 1.3.1. procure the right to continue its use; 1.3.2. modify it to make it non-infringing; or 1.3.3. replace it with a functional equivalent. We may elect to employ these remedies in advance of litigation if we receive information concerning an infringement or misappropriation claim. 1.4. This section provides your exclusive remedy for third-party copyright, patent, or trademark infringement and trade secret misappropriation claims. 1.5. For the avoidance of doubt, this Section F(1) is not subject to the limitation of liability set forth in Section F(4). 2. General Indemnification. 2.1. We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (i) personal injury, death, or damage to tangible property, all to the extent caused by our negligence or willful misconduct; or (ii) our violation of law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. For the avoidance of doubt, this Section F(2) is not subject to the limitation of liability set forth in Section F(4). 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR. 4. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (i) DURING THE INITIAL TERM, AS 11 SET FORTH IN SECTION E(1), THE GREATER OF 2X TOTAL FEES PAID AS OF THE TIME OF THE CLAIM OR FIVE MILLION DOLLARS ($5,000,000); OR (ii) DURING ANY RENEWAL TERM, THE THEN- CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS F(1) AND F(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL,INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSION OF CERTAIN DAMAGES SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS F(1) AND F(2). 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (i) Commercial General Liability of at least $2,000,000 per occurrence and $4,000,000 aggregate; (ii) Automobile Liability of $1,000,000 combined single limit; (iii) Professional Liability (inclusive of cyber protection) of $5,000,000 per claim and in the aggregate; (iv) Workers Compensation complying with applicable statutory requirements; and (v) Excess/Umbrella Liability of $7,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request. Limits may be provided through a combination of primary and umbrella/excess liability policies. SECTION G – GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twenty (20) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twenty (20) months have expired, you may purchase additional products and services at our then-current pricing, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Performance Issues and Dispute Resolution. 2.1. Notice. You agree to provide us with written notice within thirty (30) days of receipt of an invoice (for invoice disputes) or, in the case of performance, becoming aware of an issue related to our performance under this Agreement. 2.2. Invoice Issues. 2.2.1. If the issue relates to an invoice, your notice must include the following: (i) the issue(s) with the invoice; (ii) the specific fee(s) at issue; and (iii) the corrective action(s) you are requesting of Tyler. 2.2.2. We will provide a response to your notice that (i) supports the validity of the invoice as issued by us; (ii) adjusts the invoice; or (iii) describes our plan to address the issues identified in your notice. 12 2.2.3. You agree to pay all undisputed fees by the due date. You acknowledge that you forfeit your right to dispute fees related to a particular invoice when you fail to pay undisputed fees on that invoice within sixty (60) days of our notice that the fees are overdue. 2.2.4. In addition to any other remedies available to us under this Agreement or law for non- payment, we reserve the right to recover from you our reasonable costs of collection associated with your failure to timely pay amounts due under this Agreement. 2.2.5. WE RESERVE THE RIGHT TO SUSPEND PERFORMANCE OF ANY SERVICE, INCLUDING ACCESS TO SAAS SERVICES, FOR FAILURE TO TIMELY PAY UNDISPUTED FEES FIFTEEN (15) DAYS FOLLOWING OUR NOTICE OF INTENT TO DO SO. 2.3. Dispute Resolution. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within fifteen (15) business days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a state or federal court of competent jurisdiction located in Santa Clara County, California. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 3. 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. 4. Nondiscrimination. Consistent with City's policy prohibiting harassment and discrimination, Tyler agrees that neither it nor its employee or subcontractors shall harass or discriminate against a job applicant, a City employee, or a citizen on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class status. Tyler agrees that any and all violations of this provision shall constitute a material breach of this Agreement. Tyler agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 5. E-Verify. We use the U.S. Department of Homeland Security’s E-Verify system to confirm the eligibility of all current employees and persons hired during the contract term to perform services within the United States under this Agreement. 6. Subcontractors. We will not subcontract any Professional Services specifically for this Agreement without your prior written consent, not to be unreasonably withheld. 7. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not 13 required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 8. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 9. No Intended Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third-Party Terms. 10. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, or implied. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified in writing, signed by an authorized representative of the party against whom enforcement is sought. 11. 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. 12. 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. 13. Independent Contractor. We are an independent contractor for all purposes under this Agreement. Client and Tyler intend that the relationship between them created by this Agreement is that of independent contractor. No civil service status or other right of employment will be acquired by virtue of Tyler's services. None of the benefits provided by Client to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation, and sick leave are available from Client to Tyler, its employees, or agents. Tyler is not a "public official" for purposes of Government Code §§ 87200 et seq. 14. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (i) actual receipt by the receiving party; or (ii) five (5) days following deposit with registered or certified mail with proper postage affixed and addressed to the other party at the address set forth in this Agreement 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 14 the intended receiving party of a change in address will be borne by the intended receiving party. 15. Client Lists. You agree that we may identify you by name in client lists following implementation, and with your prior written consent, marketing presentations and promotional materials. 16. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: i. 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; ii. a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; iii. a party receives from a third party who has a right to disclose it to the receiving party; or iv. 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. 17. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license. 18. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state or commonwealth of domicile, without regard to its rules on conflicts of law. 19. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 20. Data & Insights Solution Terms. Your use of certain Tyler solutions includes Tyler’s Data & Insights data platform. Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights data platform is subject to the Data & Insights SaaS Services Terms of Service, available at: https://www.tylertech.com/terms/data-insights-saas-services-terms-of-service. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms. 15 21.Contract Documents. This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Terms Exhibit C Service Level Agreement Exhibit D Third-Party Terms Exhibit E Statement of Work Exhibit F Tyler’s Proposal dated May 28, 2025 Exhibit G Client’s RFP IT-2025-815 for an Enterprise Resource Planning System In the event of a conflict in the contract documents listed above, the conflicting language will be interpreted and resolved according to the following order of precedence: a.This Agreement, except for Exhibit F and Exhibit G b.Exhibit F c.Exhibit G IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below. Tyler Technologies, Inc. City of Cupertino, California By: By: Name: Name: Title: Title: Date: Date: Address for Notices: Address for Notices: Tyler Technologies, Inc. City of Cupertino 7701 College Boulevard 10300 Torre Ave. Overland Park, KS 66210 Cupertino, CA 95014-3202 Attention: Chief Legal Officer Attention: ___________________________ Approved as to form: ________________________ MICHAEL K. WOO Senior Assistant City Attorney ATTEST: ________________________ LAUREN SAPUDAR City Clerk DATE: _____________ Erik Graney Senior Corporate Attorney 05/14/2026 Michael K Woo Teri Gerhardt Teri Gerhardt CTO 05/19/2026 Teri Gerhardt Lauren Sapudar 05/19/2026 1 Exhibit A Investment Summary The Investment Summary details the products and services to be delivered by us, or a third party, as applicable, to you under the Agreement. This Investment Summary is effective as of the Effective Date regardless of any expiration date in the Investment Summary. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 2025-577725-R2K9Y3 CONFIDENTIAL Page 1 Quoted By:Maddie McCambridge Quote Expiration:03/31/26 Quote Name:City of Cupertino, CA EERP 2025 Quote Description: City of Cupertino, CA RFP 2025 update 3.4.26 Saas Term 5.00 Sales Quotation For:Shipping Address: CUPERTINO, CA 10300 TORRE AVE CUPERTINO CA 95014-3202 Tyler SaaS and Related Services Description Qty Imp. Hours Annual Fee Financial Management Accounting 1 180 $ 29,591.00 Accounts Payable 1 104 $ 8,386.00 Assets Mobile 1 20 $ 4,205.00 Budgeting 1 72 $ 8,386.00 Capital Assets 1 64 $ 5,124.00 Cash Management 1 52 $ 4,519.00 Contract Management 1 40 $ 3,536.00 eProcurement (Vendor Access and Punch-Out)1 32 $ 4,560.00 Project & Grant Accounting 1 64 $ 3,536.00 Purchasing 1 148 $ 7,070.00 Human Resources Management Employee Expense Reimbursement 1 64 $ 3,900.00 Human Resources & Talent Management 1 116 $ 5,170.00 Payroll with Employee Access 1 320 $ 7,456.00 Time & Attendance w Mobile Access - Up to 250 Employees 1 128 $ 9,952.00 2025-577725-R2K9Y3 CONFIDENTIAL Page 2 Revenue Management Accounts Receivable 1 116 $ 5,970.00 General Billing 1 52 $ 3,163.00 Content Management Content Manager Core includes Onboarding 1 40 $ 10,055.00 Data Insights Enterprise Analytics and Reporting w Executive Insights 1 116 $ 18,785.00 Additional ACFR Statement Builder 1 52 $ 6,697.00 Enterprise Forms Processing Software (including Common Form Set)1 0 $ 7,215.00 Integrations 3rd Party Applicant Tracking API Connector 1 32 $ 3,551.00 3rd Party Asset Management API Connector 1 32 $ 3,551.00 General Ledger API Toolkit 1 32 $ 4,936.00 Recurring Services Data Access Services 1 0 $ 3,000.00 Sub-Total:$ 172,314.00 Less Discount:$ 13,886.00 TOTAL 1832 $ 158,428.00 Tyler Annual Services Description QTY Imp. Hours Annual Fee Professional Services Tyler Managed Integrations (up to 5 integrations)1 0 $ 25,000.00 Sub-Total:$ 25,000.00 Less Discount:$ 5,000.00 TOTAL:0 $ 20,000.00 Professional Services 2025-577725-R2K9Y3 CONFIDENTIAL Page 3 Description Quantity Unit Price Ext Discount Extended Price Maintenance Amazon Web Services Configuration Fee 1 $ 4,658.00 $ 4,658.00 $ 0.00 $ 0.00 Capital Assets Import Hours 16 $ 225.00 $ 0.00 $ 3,600.00 $ 0.00 COA Import Hours 12 $ 225.00 $ 0.00 $ 2,700.00 $ 0.00 Custom Report Development 80 $ 225.00 $ 0.00 $ 18,000.00 $ 0.00 Dedicated level PM - Financial phase 15 months with Post Go Live Support 15 $ 14,800.00 $ 0.00 $ 222,000.00 $ 0.00 Dedicated level PM - HCM phase 15 months with Post Go Live Support 15 $ 14,800.00 $ 0.00 $ 222,000.00 $ 0.00 Enterprise Change Management 216 $ 255.00 $ 0.00 $ 55,080.00 $ 0.00 Executive Insights Implementation 1 $ 8,400.00 $ 0.00 $ 8,400.00 $ 0.00 Onsite Not to Exceed 116 $ 225.00 $ 0.00 $ 26,100.00 $ 0.00 Payroll Accruals Import Hours 16 $ 225.00 $ 0.00 $ 3,600.00 $ 0.00 Payroll Deductions Import Hours 16 $ 225.00 $ 0.00 $ 3,600.00 $ 0.00 Payroll Employee Master Import Hours 16 $ 225.00 $ 0.00 $ 3,600.00 $ 0.00 Position Control Import Hours 12 $ 225.00 $ 0.00 $ 2,700.00 $ 0.00 Post Go Live Support Phase 1 Financials hours 180 $ 225.00 $ 0.00 $ 40,500.00 $ 0.00 Post Go Live Support Phase 2 HCM hours 180 $ 225.00 $ 0.00 $ 40,500.00 $ 0.00 Remote Not to Exceed 308 $ 225.00 $ 0.00 $ 69,300.00 $ 0.00 State Retirement Tables Import Hours 12 $ 225.00 $ 0.00 $ 2,700.00 $ 0.00 Conversions – See Detailed Breakdown Below $ 30,350.00 $ 0.00 Onsite Implementation 496 $ 225.00 $ 0.00 $ 111,600.00 $ 0.00 Remote Implementation 1336 $ 225.00 $ 0.00 $ 300,600.00 $ 0.00 TOTAL $ 1,166,930.00 $ 0.00 3rd Party Hardware, Software and Services Description Qty Unit Price Unit Discount Total Price Unit Maint/SaaS Maint/SaaS Discount Total Maint/SaaS Barcode Printer Kit 1 $ 1,445.00 $ 0.00 $ 1,445.00 $ 145.00 $ 0.00 $ 145.00 Cornerstone Inbound Data Feed 1 $ 0.00 $ 0.00 $ 0.00 $ 3,000.00 $ 0.00 $ 3,000.00 2025-577725-R2K9Y3 CONFIDENTIAL Page 4 Cornerstone LMS Annual 1 $ 0.00 $ 0.00 $ 0.00 $ 24,000.00 $ 0.00 $ 24,000.00 Cornerstone LMS Course Content for Public Sector 1 $ 0.00 $ 0.00 $ 0.00 $ 13,500.00 $ 0.00 $ 13,500.00 Cornerstone LMS Create Content Authoring Tool 1 $ 0.00 $ 0.00 $ 0.00 $ 2,100.00 $ 0.00 $ 2,100.00 Cornerstone Outbound Data Feed 1 $ 0.00 $ 0.00 $ 0.00 $ 3,000.00 $ 0.00 $ 3,000.00 Cornerstone Performance Management Annual 1 $ 0.00 $ 0.00 $ 0.00 $ 13,500.00 $ 0.00 $ 13,500.00 Pattern Stream Automated Document System - Implementation 64 $ 185.00 $ 0.00 $ 11,840.00 $ 0.00 $ 0.00 $ 0.00 Pattern Stream Automated Document System - SaaS 1 $ 0.00 $ 0.00 $ 0.00 $ 15,480.00 $ 0.00 $ 15,480.00 Third Party Verification Services 1 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 TOTAL $ 13,285.00 $ 74,725.00 Summary One Time Fees Recurring Fees Total Tyler License Fees $ 0.00 $ 0.00 Total SaaS $ 0.00 $ 158,428.00 Total Tyler Services $ 1,166,930.00 $ 20,000.00 Total Third-Party Hardware, Software, Services $ 13,285.00 $ 74,725.00 Summary Total $ 1,180,215.00 $ 253,153.00 Estimated Travel Expenses excl in Contract Total $ 96,850.00 Client’s purchase of the items listed above is subject to the Comments below Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later. Customer Approval:Date: Print Name:P.O.#: All Primary values quoted in US Dollars Detailed Breakdown of Conversions (Included in Summary Total) Description Qty Unit Price Unit Discount Extended Price Content Manager Core 2025-577725-R2K9Y3 CONFIDENTIAL Page 5 Content Manager Core - General Billing 1 $ 3,100.00 $ 0.00 $ 3,100.00 Financials Accounting 1 $ 5,000.00 $ 2,500.00 $ 2,500.00 Accounts Payable 1 $ 7,600.00 $ 3,800.00 $ 3,800.00 Contracts 1 $ 4,000.00 $ 2,000.00 $ 2,000.00 Project Accounting 2 $ 5,000.00 $ 5,000.00 $ 5,000.00 Purchase Orders 1 $ 5,400.00 $ 2,700.00 $ 2,700.00 Human Resources Management Human Resources Management 1 $ 14,300.00 $ 7,150.00 $ 7,150.00 Revenue Management General Billing 1 $ 8,200.00 $ 4,100.00 $ 4,100.00 TOTAL $ 30,350.00 Optional Tyler SaaS and Related Services Description Qty Imp. Hours Annual Fee Financial Management Bid Management 1 40 $ 4,316.00 Priority Based Budgeting Priority Based Budgeting - Base (3 Departments)1 84 $ 22,500.00 Priority Based Budgeting - Enterprise 1 128 $ 72,000.00 TOTAL:252 $ 98,816.00 Optional Professional Services Description Quantity Unit Price Ext. Discount Extended Price Maintenance Priority Based Budgeting - Project Management Base 8 $ 255.00 $ 0.00 $ 2,040.00 $ 0.00 2025-577725-R2K9Y3 CONFIDENTIAL Page 6 Priority Based Budgeting - Project Management Enterprise 16 $ 255.00 $ 0.00 $ 4,080.00 $ 0.00 Onsite Implementation 68 $ 225.00 $ 0.00 $ 15,300.00 $ 0.00 Remote Implementation 184 $ 225.00 $ 0.00 $ 41,400.00 $ 0.00 TOTAL $ 62,820.00 $ 0.00 Tyler Annual Discount Detail (Excludes Optional Products) Description Imp. Hours Annual Fee Annual Fee Discount Annual Fee Net Financial Management Accounting 180 $ 29,591.00 $ 1,480.00 $ 28,111.00 Accounts Payable 104 $ 8,386.00 $ 419.00 $ 7,967.00 Assets Mobile 20 $ 4,205.00 $ 210.00 $ 3,995.00 Budgeting 72 $ 8,386.00 $ 419.00 $ 7,967.00 Capital Assets 64 $ 5,124.00 $ 256.00 $ 4,868.00 Cash Management 52 $ 4,519.00 $ 226.00 $ 4,293.00 Contract Management 40 $ 3,536.00 $ 177.00 $ 3,359.00 eProcurement (Vendor Access and Punch-Out)32 $ 4,560.00 $ 228.00 $ 4,332.00 Project & Grant Accounting 64 $ 3,536.00 $ 177.00 $ 3,359.00 Purchasing 148 $ 7,070.00 $ 354.00 $ 6,716.00 Human Resources Management Employee Expense Reimbursement 64 $ 3,900.00 $ 195.00 $ 3,705.00 Human Resources & Talent Management 116 $ 5,170.00 $ 259.00 $ 4,911.00 Payroll with Employee Access 320 $ 7,456.00 $ 373.00 $ 7,083.00 Time & Attendance w Mobile Access - Up to 250 Employees 128 $ 9,952.00 $ 498.00 $ 9,454.00 Revenue Management Accounts Receivable 116 $ 5,970.00 $ 299.00 $ 5,671.00 General Billing 52 $ 3,163.00 $ 158.00 $ 3,005.00 Content Management Content Manager Core includes Onboarding 40 $ 10,055.00 $ 503.00 $ 9,552.00 Data Insights Enterprise Analytics and Reporting w Executive Insights 116 $ 18,785.00 $ 939.00 $ 17,846.00 2025-577725-R2K9Y3 CONFIDENTIAL Page 7 Additional ACFR Statement Builder 52 $ 6,697.00 $ 335.00 $ 6,362.00 Enterprise Forms Processing Software (including Common Form Set)0 $ 7,215.00 $ 361.00 $ 6,854.00 Integrations 3rd Party Applicant Tracking API Connector 32 $ 3,551.00 $ 1,776.00 $ 1,775.00 3rd Party Asset Management API Connector 32 $ 3,551.00 $ 1,776.00 $ 1,775.00 General Ledger API Toolkit 32 $ 4,936.00 $ 2,468.00 $ 2,468.00 Professional Services Tyler Managed Integrations (up to 5 integrations)0 $ 25,000.00 $ 5,000.00 $ 20,000.00 Recurring Services Data Access Services 0 $ 3,000.00 $ 0.00 $ 3,000.00 TOTAL 1,832 $ 197,314.00 $ 18,886.00 $ 178,428.00 Comments Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors. Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly. Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy. Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost. In the event Client cancels services less than four (4) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel. The Implementation Hours included in this quote assume a work split effort of 60% Client and 40% Tyler. Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments. Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more 2025-577725-R2K9Y3 CONFIDENTIAL Page 8 than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the- Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users. As a new Tyler client, you are entitled to a 14-day or a 30-day trial of the Managed Detection and Response cybersecurity service. Please reference https://www.tylertech.com/services/tyler-detect for more information on the service and contact CybersecuritySales@tylertech.com to initiate the trial. Tyler currently supports the following identity providers (IdP's) for use with Tyler back-office solutions: Microsoft Active Directory through Azure AD, ADFS or Okta AD agent, Google Cloud Identity, Okta, and Identity Automation Rapid Identity. Any requirement by you to use an IdP not supported by Tyler will require additional costs, available upon request. Content Manager Core includes up to 1TB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of $5,000 per TB. Amazon Web Services (AWS) has provided a credit in the amount of $4,658 in sponsorship of your project. Each API Toolkit or Connector comes with 8 free hours of API Development Consulting hours. Each API Bundle comes with 16 free API Development Consulting hours. Additional hours can be purchased beyond this standard offering. Project Accounting conversion includes: Standard, Actuals - up to 10 years, Budgets - up to 10 years Personnel Actions Forms Library includes: standard Personnel Action form - New and standard Personnel Action Form - Change. Tyler will provide Third Party Verification Services pursuant to the Third Party Verification Services Terms of Service, and Client will comply with such terms and obligations of furnishers under the FCRA, in each case as set forth below. Contracts conversion includes: Standard Tyler Software may include artificial intelligence (“AI”) features that are provided as an administrative convenience, designed to analyze data or make suggestions, subject to changing laws applicable in your local jurisdiction. Client is responsible for independently validating the accuracy of data analyzed or suggestions provided via AI features and using such features only to the extent permissible under applicable law. Your use of Cornerstone software and services is subject to the terms found at https://s3.us-east- 1.amazonaws.com/sumtotalsystems.com/prod/images/cornerstone-terms-of-use.pdf. By signing this agreement or order, or using Cornerstone software or services, you agree that you have read understood and agree to such terms. 2025-577725-R2K9Y3 CONFIDENTIAL Page 9 Content Manager Core - General Billing conversion includes: Standard - CID, Bills (Header, Detail), Payment History, Invoices Financial library includes: standard A/P check, standard EFT/ACH, standard Purchase order, standard Contract, 1099M, 1099INT, 1099S, 1099NEC and 1099G. Accounting conversion includes: Actuals (total balances only) up to 5 years, Budgets (total balances only) up to 5 years Accounts Payable conversion includes: Standard - Vendors, Remit Addresses, 1099 Amounts, Check History(Header, Detail) - up to 5 years, Invoices (Header, Detail) - up to 5 years All hardware related to Assets Mobile and Inventory Mobile will be under a standard maintenance plan which starts when they are shipped. This includes replacement of your current hardware if it cannot be fixed through the standard helpdesk process. In the event Client acquires from Tyler any edition of Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler applications only. If Client wishes to use Content Manager software with non-Tyler applications, Client must purchase or upgrade to Content Manager Enterprise Edition. Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights SaaS Services, or certain Tyler solutions which include Tyler’s Data & Insights data platform, are subject to the Terms of Services, available at https://www.tylertech.com/terms/data-insights-saas-services- terms-of-service. By signing this sales quotation, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms. General Billing library includes: standard invoice, standard statement, standard general billing receipt and standard miscellaneous receipt. General Billing conversion includes: Standard - CID, Recurring Invoices, Bills(Header, Detail), Payment History, Invoices - up to 5 years Human Resources Management conversion includes: Standard - Employee Master, Address, Accumulators (Earnings & Deduction totals by period) - up to 7 years, Check History - up to 7 years, Earning/Deduction History - up to 7 years, PM Action History - up to 7 years, Certifications, Education Payroll library includes: standard PR check, standard direct deposit, standard vendor from payroll check, standard vendor from payroll direct deposit, W2, W2c, ACA 1095B, ACA 1095C and 1099 R. Purchase Orders conversion includes: Standard - Open POs, Closed POs - up to 5 years The SaaS Setup Fee for your project has been discounted by 100% by credits sponsored and provided by Amazon Web Services (AWS). 2025-577725-R2K9Y3 CONFIDENTIAL Page 10 Third Party Verification Services will be provided pursuant to the Equifax Verification Terms of Service, and Client will comply with such terms and obligations of furnishers under the FCRA, in each case, found at https://www.tylertech.com/client-terms/equifax-verification-terms-of- service. Migration Terms Addendum 1. Scope. The terms in this Migration Terms Addendum (“Addendum”) apply to the agreement to which it is attached (“Agreement”), and under which we will provide certain Tyler software solutions listed in the Agreement’s Investment Summary (hereafter, the “Replacement Modules”) to replace some or all of Tyler solutions previously provided to you (hereafter, the “Migration Modules”). Accordingly, any conflict between the terms in this Addendum and the Agreement will be resolved in favor of the term(s) in this Addendum. The Migration Modules are listed below, and any capitalized terms not otherwise defined herein will have the meaning assigned to those terms in the Agreement. 2. Support & SaaS Services for Migration Modules. Your payment of SaaS Fees for the Replacement Modules includes annual maintenance and support services in the scope described by the Agreement, and, to the extent currently being provided, SaaS Services, for the Migration Modules for the time period covered by your payment of SaaS Fees. 3. License/Use Rights for Migration Modules. Unless expressly stated otherwise in the Agreement, your license to use a Migration Module terminates when the applicable Replacement Module is used in live production. 4. Credit for Prepaid Fees for Migration Modules. In the event you prepaid annual maintenance or SaaS fees for Migration Modules for any time during your annual SaaS Term for your Replacement Modules, Tyler will credit that prepayment to your account. This credit may be applied towards any future purchases from Tyler under the Agreement. Migration Modules Asset Management Bank Rec ACFR Contract Management FM Base Suite FM Dashboards Misc Billing & Receivables Project Accounting Purchasing NW Module - HR Modules HR Base Suite Benefits Administration Cobra Billing Administration Employee Event Tracking Leave Management Personnel Action processing Position Budgeting Workers Compensation Administration Self Service eBenefits Admin Self-Service eEmployee Self Service eTimesheets FM Analytics HR Analytics 1 Exhibit B Invoicing and Payment Terms We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1.Tyler Annual Services. 1.1. SaaS Services. During the initial term, SaaS Fees are invoiced in accordance with the payment schedule below, beginning on the commencement of the initial term as set forth in Section E(1) of this Agreement. Your annual SaaS fees for the initial term are set forth in the Investment Summary. SaaS Fees for renewal terms will be as follows: year six (6) through ten (10) will be capped at a three percent (3%) increase year over year. Your annual SaaS Fees for any renewal terms beyond year ten (10) will be at our then current rates. 1.2. Other Annual Services. Fees for annual services other than SaaS Services are invoiced on an annual basis, beginning with the availability of the service. Your annual fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual fees for renewal terms will be as follows: year six (6) through ten (10) will be capped at a three percent (3%) increase year over year. Your annual fees for any renewal terms beyond year ten (10) will be at our then current rates. 2.Tyler Services. 2.1. Professional Services Generally: Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. The foregoing notwithstanding, Tyler shall withhold billing and invoicing of fifteen percent (15%) of the fees for implementation services billed on an hourly basis and delivered during a Phase until the earlier of (i) the Live Date of the applicable Phase, or (ii) the Phase reaches the 2 Live Date identified in the project plan, unless Tyler is the cause of delay for the Live Date for that Phase. 2.2. Consulting Services: Fixed fee Consulting Services will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module. 2.3. Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance to load the converted Data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis. 2.4. Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced (i) 50% upon delivery of specifications and (ii) 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in this Agreement. 2.5. Other Fixed Price Services: Other fixed price services are invoiced as delivered. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of project planning. Strategic Program Management Services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of program planning. 3. Hardware & Third-Party Products. 3.1. Hardware: Hardware costs, if any, are invoiced upon delivery. 3.2. Hardware Maintenance: The first year maintenance fee for hardware is invoiced upon delivery of the hardware. Subsequent annual maintenance fees for hardware are invoiced annually, in advance, at then-current rates, upon each anniversary thereof. 3.3. Third-Party Services: Fees for Third-Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary. 3.4. Third Party Software. License Fees for Third Party Software, in any, are invoiced when the applicable Third Party Software is made available to you for download. 3.5. Third Party Software Maintenance: The first year maintenance fee for the Third Party Software is invoiced when it is made available to you for downloading. Subsequent annual maintenance fees for Third Party Software are invoiced annually, in advance, at then-current rates, upon each anniversary thereof. 3.6. Third-Party SaaS Services. Third-Party SaaS Services fees, if any, are invoiced on an annual basis, commencing with availability of the respective Third-Party SaaS Services. Pricing for the first year of Third-Party SaaS Services is indicated in the Investment Summary. Unless express stated otherwise, pricing for subsequent years will be at then-current rates. 4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (call, message, etc.) fees are invoiced on a monthly basis. Fees are indicated in the Investment Summary and may be increased by Tyler upon notice of no less than thirty (30) days. 5. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with the Business Travel Policy (B.1). 3 Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting AR@tylertech.com. Last Updated: August 4, 2023 Exhibit B Schedule 1 Business Travel Policy 1. Air Travel A. Reservations & Tickets The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee’s total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee’s total trip duration, the connecting flight should be accepted. Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have many restrictions that outweigh the cost-savings. B. Baggage Fees Reimbursement of personal baggage charges are based on trip duration as follows: • Up to five (5) days = one (1) checked bag • Six (6) or more days = two (2) checked bags Baggage fees for sports equipment are not reimbursable. Last Updated: August 4, 2023 2. Ground Transportation A. Private Automobile Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home. B. Rental Car Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined. C. Public Transportation Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately. D. Parking & Tolls When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented. 3. Lodging Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. “No shows” or cancellation fees are not reimbursable if the employee does not comply with the hotel’s cancellation policy. Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. Last Updated: August 4, 2023 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem. Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required. A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Lunch and dinner Depart after 12:00 noon Return Day Dinner Return before 12:00 noon Breakfast Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows: Breakfast 15% Lunch 25% Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. Last Updated: August 4, 2023 5. Internet Access – Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable. 6. International Travel All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the “lowest practical coach fare” with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed. When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable. The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable. Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section. Last Updated: August 4, 2023 Exhibit C SERVICE LEVEL AGREEMENT I. Agreement Overview This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels related to the availability of the Tyler SaaS Services that you have requested us to provide. All other support services are documented in the Support Call Process. This SLA does not apply to any Third-Party SaaS Services. II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement. Actual Attainment: The percentage of time the Tyler Software is available during a calendar month, calculated as follows: (Service Availability – Downtime) ÷ Service Availability. Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third-party providers over whom we exercise no control. Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present. Emergency Maintenance Window: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client. Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window. Service Availability: The total number of minutes in a calendar month that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure. Service Availability only applies to Tyler Software being used in the production environment. Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week. III. Service Availability a. Your Responsibilities Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number. b. Our Responsibilities Last Updated: August 4, 2023 When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Planned Downtime, a Client Error Incident, denial of service attack or Force Majeure). We will also work with you to resume normal operations. c. Client Relief Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the SaaS Fees paid for the calendar month. In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen (15) days of the end of the applicable month. We will respond to your relief request within thirty (30) days of receipt. The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption. Credits are only payable when Actual Attainment results in eligibility for credits in consecutive months and only for such consecutive months. Client Relief Schedule Actual Attainment Client Relief 99.99% - 99.70% Remedial action will be taken 99.69% - 98.50% 2% of SaaS Fees paid for applicable month 98.49% - 97.50% 4% of SaaS Fees paid for applicable month 97.49% - 96.50% 6% of SaaS Fees paid for applicable month 96.49% - 95.50% 8% of SaaS Fees paid for applicable month Below 95.50% 10% of SaaS Fees paid for applicable month * Notwithstanding language in the Agreement to the contrary, Recovery Point Objective is one (1) hour. IV. Maintenance Notifications We perform Standard Maintenance during limited windows that are historically known to be reliably low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you. Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable, that the Tyler Software will be unavailable during the maintenance window. Exhibit C Schedule 1 Support Call Process Support Channels Tyler Technologies, Inc. provides the following channels of software support for authorized users*: (1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website. A built-in Answer Panel provides users with resolutions to most “how-to” and configuration-based questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case. (2) Email – for less urgent situations, users may submit emails directly to the software support group. (3) Telephone – for urgent or complex questions, users receive toll-free, telephone software support. * Channel availability may be limited for certain applications. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website – www.tylertech.com – for accessing client tools, documentation, and other information including support contact information. (2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7. (3) Tyler Community –provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (4) Tyler University – online training courses on Tyler products. Support Availability Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday – Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Tyler’s holiday schedule is outlined below. There will be no support coverage on these days. New Year’s Day Labor Day Martin Luther King, Jr. Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below. We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment. Incident Handling Incident Tracking Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler’s Customer Portal or by calling software support directly. Incident Priority Each incident is assigned a priority level, which corresponds to the Client’s needs. Tyler and the Client will reasonably set the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain “characteristics” may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the Client towards clearly understanding and communicating the importance of the issue and to describe generally expected response and resolution targets in the production environment only. References to a “confirmed support incident” mean that Tyler and the Client have successfully validated the reported Defect/support incident. Priority Level Characteristics of Support Incident Resolution Targets* 1 Critical Support incident that causes (a) complete application failure or application unavailability; (b) application failure or unavailability in one or more of the client’s remote location; or (c) systemic loss of multiple essential system functions. Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within one (1) business day. For non-hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the Client in restoring its last available database. Priority Level Characteristics of Support Incident Resolution Targets* 2 High Support incident that causes (a) repeated, consistent failure of essential functionality affecting more than one user or (b) loss or corruption of data. Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents or provide a circumvention procedure within ten (10) business days. For non-hosted customers, Tyler’s responsibility for loss or corrupted data is limited to assisting the Client in restoring its last available database. 3 Medium Priority Level 1 incident with an existing circumvention procedure, or a Priority Level 2 incident that affects only one user or for which there is an existing circumvention procedure. Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents without the need for a circumvention procedure with the next published maintenance update or service pack, which shall occur at least quarterly. For non-hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the Client in restoring its last available database. 4 Non- critical Support incident that causes failure of non-essential functionality or a cosmetic or other issue that does not qualify as any other Priority Level. Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of the incident. Once the incident has been confirmed, Tyler shall use commercially reasonable efforts to resolve such support incidents, as well as cosmetic issues, with a future version release. *Response and Resolution Targets may differ by product or business need Incident Escalation If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect. Remote Support Tool Some support calls may require further analysis of the Client’s database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Tyler’s support team must have the ability to quickly connect to the Client’s system and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. Exhibit D Third-Party Terms Cornerstone OnDemand Terms. Your use of Cornerstone OnDemand software and services is subject to terms attached hereto as Exhibit D Schedule 1. DocOrigin Terms. Your use of Tyler Forms software and forms is subject to the DocOrigin End User License Agreement available for download here: https://eclipsecorp.us/eula/. By signing a Tyler Agreement or Order Form including Tyler forms software or forms, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms. Pattern Stream Terms. Your use of Pattern Stream software and services is subject to the terms found here: https://www.tylertech.com/terms/finite-matters-ltd-consolidated-terms. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Pattern Stream software or services, you agree that you have read, understood, and agree to such terms. ThinPrint Terms. Your use of Tyler Forms software and forms is subject to the End User License Agreement terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway found here: https://www.thinprint.com/en/legal-notes/eula/. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms. Exhibit D Schedule 1 Cornerstone OnDemand TERMS OF USE These Terms of Use are made part of and incorporated by reference into the Cornerstone OnDemand Agreement by and between Customer and Cornerstone OnDemand (“Cornerstone”) (“the Agreement”), pursuant to the purchase of Software by Customer from the applicable Contracting Vehicle. 1. Definitions. a. “Affiliate” means a party that partially (at least 50%) or fully controls, is partially or fully controlled by, or is under partial (at least 50%) or full common control with, another party. b. “Customer Content” means any and all courses, learning objects, certifications, quizzes, tests, materials, instructor-led sessions, or documents created and/or supplied by Customer that reside in the Software. c. “Customer Data” means personal data regarding Customer, its Affiliates, or any of their Users which is uploaded to the Software pursuant to this Agreement. d. “Confidential Information” means any non-public information of Cornerstone or Customer and their respective Affiliates and subcontractors disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, or to which the other party may have access, which a reasonable person would consider confidential and/or which is marked “confidential” or “proprietary” or some similar designation by the disclosing party. e. “Order” means a purchase made by Client hereunder in an order, schedule, statement of work, addendum, or amendment signed by both parties. f. “Services” means any services rendered by Cornerstone to Customer, including, but not limited to: (i) hosting and making available the Software; (ii) hosting, delivery, and/or distribution of eLearning content; (iii) provision of technical support for the Software; and/or (iv) consulting, assistance or training services, each as specified on an Order. g. “Software” means: (i) any and all of Cornerstone’s and its Affiliates’ proprietary web- based applications, including, without limitation, all updates, revisions, bug-fixes, upgrades, and enhancements thereto, as well as applications that have been modified in any way by Cornerstone at the request of a client; and (ii) application functionality and eLearning content provided by Cornerstone and/or Cornerstone-contracted third parties. h. “User” means an individual with credentials issued by Customer to log on to the Software and with a designation of “active” unless otherwise described in the applicable Order. Users may be employees or non-employees. 2. Rights; Usage. In accordance with the terms and conditions of the Agreement, Cornerstone gives Customer the non-transferable and non-assignable right for the duration of applicable Orders to use, and to permit its and its Affiliates’ Users to use, the Software items listed therein on a non-exclusive basis via the Internet, subject to the maximum quantities set forth therein. Cornerstone may review Customer’s compliance with the terms of each Order and, for clarity, reserves the right to charge for any quantity overages. 3. Use Restrictions. The Software and Services may be used only for Customer’s and its Affiliates’ own lawful business purposes. Customer shall not: (a) use or deploy the Software in violation of applicable laws or this Agreement; (b) store, process, publish or transmit any threatening, infringing or offensive material, or material that constitutes Spam/E-mail/Usenet abuse, a security risk or a violation of any party’s privacy, intellectual property or other rights; (c) upload any Protected Health Information subject to the Health Insurance Portability and Accountability Act (“HIPAA”) to the Software; (d) resell any Software or Services or operate a service bureau, outsource, rent, sublicense or use in a time-sharing capacity except as expressly permitted by Cornerstone; (e) create any derivative works based upon the Software; (f) reverse engineer, reverse assemble, decompile or otherwise attempt to derive source code from the Software or any part thereof (except to the extent that such restriction is not permitted under applicable law); (g) upload any data not required to use the Software as generally intended; (h) make any Software or Services available to any unauthorized parties; (i) perform penetration or similar tests (for example, network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing) on the Software or Services; or (j) publicly release the results of benchmark tests or other comparisons of any Software or Services with other software, services, or materials. Customer will be responsible for Users’ compliance with the Agreement and liable for Users’ breach thereof. In the event of a breach of any of the foregoing prohibitions, Cornerstone reserves the right to suspend access to the Software, to the extent and for so long as reasonably necessary, to prevent harm to Cornerstone, Customer, other Customers, and/or Cornerstone’s partners, vendors and suppliers with such notice as may be reasonable in the context of the prospective harm. Customer will ensure that it has obtained all necessary consents and approvals for Cornerstone to access Customer Data for the purposes permitted under this Agreement. Upon expiration or termination of this Agreement, Customer shall cease using all Software and Services. 4. Support. Cornerstone shall provide the technical support stated in the applicable Order. Only the number of administrators set forth in the applicable support package description (i.e., not all Users) who have completed the requisite training may contact Cornerstone for support. Customer agrees to promptly provide Cornerstone with sufficient documentation, data and assistance with respect to any reported errors, and to reasonably cooperate with Cornerstone, in order for Cornerstone to comply with its support obligations hereunder. In no event shall Cornerstone be responsible or liable for any errors, bugs or other problems contained in or originating from hardware or software not provided by Cornerstone. Should use of the Software result in denial of service (DoS) with respect to the Software, Cornerstone may disable the implicated Customer Content and/or suspend access to the Software only if and for so long as necessary to restore service. 5. Termination. a. Basis for Termination. In the event Software Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Software Provider shall be deemed in default in the performance of this Agreement. If Software Provider fails to cure the default within the time specified and according to the requirements set forth in City’s written notice of default, the City Manager or her designee may terminate the Agreement by giving Software Provider written notice thereof, which shall be effective immediately. The City’s obligation to make payment under this Agreement is contingent upon the availability of appropriated funds and receipt of revenues from which payment can be made. No legal liability on the part of the City for payment of any money shall arise unless and until funds are appropriated each fiscal year and made available through receipt of revenues. Upon receipt of any notice of termination, Software Provider shall immediately discontinue performance. b. Pro Rata Payments. City shall pay Software Provider for services satisfactorily performed up to the effective date of termination. In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of service paid as a percentage of the total contract amount. c. Handling of City Data. The City may retrieve Customer Data any time during the term of the Agreement. If requested, at a scope and price to be agreed, Cornerstone will assist with such data retrieval. In the event of a termination of this Agreement, Software Provider shall undertake the secure disposal of City data. During any period of service suspension, Software Provider shall not take any action to intentionally erase any City data for a period of thirty (30) days after the effective date of termination, unless authorized by City. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)approved methods. Certificates of destruction shall be provided to City upon written request, which may be made by email. 6. Confidentiality. Each of the parties agrees: (i) not to disclose any Confidential Information to any third parties except as mandated by law and except to those subcontractors of either party providing or accessing Software and/or Services hereunder who agree to be bound by confidentiality obligations no less stringent than those set forth in this Agreement; (ii) not to use any Confidential Information for any purposes except carrying out such party’s rights and responsibilities under this Agreement; and (iii) to keep the Confidential Information confidential using the same degree of care such party uses to protect its own confidential information; provided, however, that such party shall use at least reasonable care. These obligations shall survive termination of this Agreement. If either party breaches any of its obligations with respect to confidentiality or the unauthorized use of Confidential Information hereunder, the other party shall be entitled to seek equitable relief to protect its interest therein, including but not limited to, injunctive relief, as well as money damages. 7. Intellectual Property. As between the parties, (i) Customer retains all proprietary and intellectual property rights, title and interest in and to Customer Data and Customer Content and (ii) Cornerstone, its Affiliates and suppliers will and do retain all intellectual and proprietary rights, title and interest in and to the Software and Services. 8. Indemnification. a. Indemnification by Cornerstone. Cornerstone shall indemnify, defend, and hold harmless Customer from and against any and all third party claims and causes of action, as well as related losses, liabilities, judgments, awards, settlements, damages, expenses and costs (including reasonable attorney’s fees and related court costs and expenses) (collectively, “Damages”) incurred or suffered by Customer which directly relate to or directly arise out of the violation or infringement of any third-party intellectual property rights by Customer’s authorized use of the Software. The foregoing provisions of this Section shall not apply to the extent the Damages relate to or arise out of: (i) Customer Data; (ii) Customer Content; or (iii) unauthorized use and/or alteration of the Software by Customer and/or its Users. b. Indemnification by Client. To the extent permitted by applicated law, Customer shall indemnify, defend, and hold harmless Cornerstone from and against any and all Damages incurred or suffered by Cornerstone which directly relate to or directly arise out of the violation or infringement of any third-party intellectual property rights by Customer Data or Customer Content. The foregoing provisions of this Section shall not be applicable to the extent the Damages relate to or arise from Cornerstone’s use of Customer Data or Customer Content in violation of this Agreement. c. Indemnification Procedures. To obtain indemnification, indemnitee shall: (i) give written notice of any claim promptly to indemnitor; (ii) give indemnitor, at indemnitor’s option, sole control of the defense and settlement of such claim, provided that indemnitor may not, without the prior consent of indemnitee (not to be unreasonably withheld), settle any claim unless it unconditionally releases indemnitee of all liability; (iii) provide to indemnitor all available information and assistance; and (iv) not take any action that might compromise or settle such claim. d. Infringement Cures. To the extent permitted by applicable law, should the Software or any part thereof become, or in Cornerstone’s reasonable opinion be likely to become, the subject of a claim for infringement of a third party intellectual property right, then Cornerstone shall, at its sole option and expense: (i) procure for Customer the right to use and access the infringing or potentially infringing item(s) of the Software (“Affected Software”) free of any liability for infringement; or (ii) replace or modify the Affected Software with a non-infringing substitute otherwise materially complying with the functionality of the replaced system; or (iii) if neither of the foregoing is reasonably practicable, terminate the right to use and access the Affected Software and refund unused prepaid fees. 9. Warranty Disclaimer. EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT, CORNERSTONE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CORNERSTONE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. 10. Liability. a. Liability Cap. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR (i) A PARTY’S WILLFUL MISCONDUCT; (ii) BREACH OF SECTION 3 “USE RESTRICTIONS” OR (ii) LIABILITY WHICH CANNOT BE LIMITED BY APPLICABLE LAW, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, WILL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CORNERSTONE HEREUNDER FOR THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT EXPAND SUCH LIMIT. THE PARTIES ACKNOWLEDGE THAT THE FEES AGREED UPON BETWEEN CUSTOMER AND CORNERSTONE ARE BASED IN PART ON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATION SHALL NOT APPLY TO A PARTY’S PAYMENT OBLIGATIONS UNDER THE AGREEMENT. b. Exclusion of Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, INTERRUPTION OF BUSINESS, PROVIDING REPLACEMENT SOFTWARE ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11. Miscellaneous Provisions. a. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America, without regard to conflict of law principles. Cornerstone and Customer agree that any suit, action or proceeding arising out of, or with respect to, this Agreement or any judgment entered by any court in respect thereof shall be brought exclusively in the state or federal courts of the State of California located in the County of Los Angeles, and each of Cornerstone and Customer hereby irrevocably accepts the exclusive personal jurisdiction and venue of those courts for the purpose of any suit, action or proceeding. b. Assignment. Either party may assign this Agreement to an affiliate or to a successor (whether direct or indirect, by operation of law, and/or by way of purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of such party, where the responsibilities or obligations of the other party are not increased by such assignment and the rights and remedies available to the other party are not adversely affected by such assignment. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and permitted assigns. c. No Third Party Beneficiaries. The representations, warranties and other terms contained herein are for the sole benefit of the parties hereto and their respective successors and permitted assigns and shall not be construed as conferring any rights on any other persons. d. Statistical Data. Without limiting the confidentiality rights and intellectual property rights protections set forth in this Agreement, Cornerstone has the perpetual right to use aggregated, anonymized, and statistical data (“Statistical Data”) derived from the operation of the Software, and nothing herein shall be construed as prohibiting Cornerstone from utilizing the Statistical Data for product optimization, improving Customer experience and other internal business and/or operating purposes, provided that Cornerstone does not share with any third party Statistical Data which reveals the identity of Customer, Customer’s users, or Customer’s Confidential Information. e. Suggestions. Cornerstone shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Software and Services any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or its users relating to the operation of the Software and Services. f. External Applications. Cornerstone shall not be responsible for Customer’s access to, or operation of, third-party applications purchased separately by Customer from a third party, including without limitation those that may be capable of interoperating with the Software. g. Optional Features. Cornerstone’s Software may include certain optional features provided by third parties (“Optional Features”). A list of such Optional Features, including information regarding the security, privacy, and/or support policies of those third parties, is available upon request. h. Service Providers. Cornerstone has certified a select group of third-party service providers that implement, configure, and/or administer Software (“Certified Consultants”). A list of Certified Consultants is available upon request. Customer may not permit any non-Certified Consultant to implement and/or configure Software. None of the warranties or support obligations hereunder shall apply to any Software implemented or configured by any non-Certified Consultant. i. Export Controls. Customer understands that use of the Software and Services is subject to export controls, trade and economic sanctions, and anti-boycott laws and regulations to which the parties or Software and Services may be subject. Customer shall not, and not permit users of the Software and Services to, access or use the Software or Services in violation of any such laws and regulations, including without limitation the Export Administration Regulations maintained by the U.S. Department of Commerce, and the trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control. Exhibit E Statement of Work REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Cupertino, CA SOW from Tyler Technologies, Inc. 2/4/2026 Presented to: City of Cupertino 10300 Torre Ave Cupertino, CA 95014 Contact: Rich Boven Email: richard.boven@tylertech.com 1 Tyler Drive, Yarmouth, Maine 04096 Cupertino, CA Tyler Technologies, Inc. Page | i Table of Contents PART 1: EXECUTIVE SUMMARY ............................................................................................................... 1 Project Overview ............................................................................................................................. 1 Introduction ........................................................................................................................................ 1 Project Goals ....................................................................................................................................... 1 Project Success Criteria ....................................................................................................................... 1 Methodology ....................................................................................................................................... 2 PART 2: PROJECT FOUNDATION ............................................................................................................. 4 Project Governance ......................................................................................................................... 4 Project Scope Control ...................................................................................................................... 5 Managing Scope and Project Change ................................................................................................. 5 Change Control ................................................................................................................................... 5 Change Request Management ............................................................................................................ 5 Acceptance Process ......................................................................................................................... 6 Roles and Responsibilities ................................................................................................................ 6 Tyler Roles & Responsibilities ............................................................................................................. 7 Tyler Executive Manager ............................................................................................................. 7 Tyler Implementation Manager .................................................................................................. 7 Tyler Project Manager ................................................................................................................. 7 Tyler Implementation Consultant ............................................................................................... 9 Tyler Sales ................................................................................................................................... 9 Tyler Technical Services .............................................................................................................. 9 Tyler API Services ...................................................................................................................... 10 Tyler Data Experts ..................................................................................................................... 10 Tyler Change Management Lead .............................................................................................. 10 City Roles & Responsibilities ............................................................................................................. 10 City Executive Sponsor .............................................................................................................. 10 City Steering Committee ........................................................................................................... 11 City Project Manager ................................................................................................................ 11 City Functional Leads ................................................................................................................ 12 City Power Users ....................................................................................................................... 13 City End Users ........................................................................................................................... 13 City Technical Lead .................................................................................................................... 13 City Change Management Lead ................................................................................................ 14 PART 3: PROJECT PLAN ........................................................................................................................... 15 Project Stages ................................................................................................................................. 15 Cupertino, CA Tyler Technologies, Inc. Page | ii Initiate and Plan ................................................................................................................................ 16 Initial Coordination ................................................................................................................... 16 Project/Phase Planning ............................................................................................................. 17 Infrastructure Planning ............................................................................................................. 18 Stakeholder Meeting ................................................................................................................. 19 This work package is not applicable. ......................................................................................... 20 Control Point 1: Initiate & Plan Stage Acceptance .................................................................... 20 Assess & Define ................................................................................................................................. 20 Solution Orientation.................................................................................................................. 20 Current & Future State Analysis ................................................................................................ 21 This work package is not applicable. ......................................................................................... 22 Data Assessment ....................................................................................................................... 22 Conversion Assessment ............................................................................................................ 24 Control Point 2: Assess & Define Stage Acceptance ................................................................. 25 Prepare Solution ............................................................................................................................... 25 Initial System Deployment ........................................................................................................ 25 Configuration ............................................................................................................................ 26 Process Refinement .................................................................................................................. 27 Conversion Delivery .................................................................................................................. 29 This work package is not applicable. ......................................................................................... 30 Control Point 3: Prepare Solution Stage Acceptance ................................................................ 30 Production Readiness ....................................................................................................................... 31 Solution Validation .................................................................................................................... 31 Go-Live Readiness ..................................................................................................................... 32 End User Training ...................................................................................................................... 33 Control Point 4: Production Readiness Stage Acceptance ........................................................ 34 Production ......................................................................................................................................... 35 Go-Live ...................................................................................................................................... 35 Transition to Client Services ...................................................................................................... 36 Post Go-Live Activities ............................................................................................................... 37 Control Point 5: Production Stage Acceptance ......................................................................... 38 Close .................................................................................................................................................. 38 Phase Closeout .......................................................................................................................... 38 Project Closeout ........................................................................................................................ 39 Control Point 6: Close Stage Acceptance .................................................................................. 40 General Assumptions ...................................................................................................................... 41 Project ............................................................................................................................................... 41 Resources and Scheduling ................................................................................................................ 41 Data ................................................................................................................................................... 42 Facilities............................................................................................................................................. 42 Glossary ......................................................................................................................................... 43 PART 4: APPENDICES ............................................................................................................................... 46 Cupertino, CA Tyler Technologies, Inc. Page | iii Conversion ..................................................................................................................................... 46 Enterprise ERP Conversion Summary ............................................................................................... 46 Accounting ................................................................................................................................ 46 Accounts Payable ...................................................................................................................... 46 Purchase Orders ........................................................................................................................ 46 Contracts ................................................................................................................................... 47 Project Accounting .................................................................................................................... 47 Human Resources Management ............................................................................................... 47 General Billing ........................................................................................................................... 48 Additional Appendices ................................................................................................................ 49 Change Management Services - Enterprise ...................................................................................... 49 General Assumptions ................................................................................................................ 49 Roles and Responsibilities ......................................................................................................... 49 Change Management ................................................................................................................ 50 Tyler and Client Work Split Assumptions .......................................................................................... 64 Increased Work Split Hours ....................................................................................................... 64 Enterprise ERP Standard 3rd Party Data Exchange & Application Programming Interfaces ............ 65 Planning ..................................................................................................................................... 65 Validation .................................................................................................................................. 66 This work package is not applicable.................................................................................................. 67 Project Timeline .......................................................................................................................... 68 ERP Project Timeline ......................................................................................................................... 68 This work package is not applicable.................................................................................................. 69 Cupertino, CA Tyler Technologies, Inc. Page | 1 Part 1: Executive Summary Project Overview Introduction Tyler Technologies (“Tyler”) is contracted to provide integrated software and technology services for the City of Cupertino (“City”). Tyler’s end-to-end solutions will empower the City to operate more efficiently and connect more transparently with their constituents and within its organization. By connecting data and processes across disparate systems, Tyler’s solution will transform how the City gains actionable insights that solve problems in their communities. Project Goals This Statement of Work (“SOW”) documents the methodology, implementation stages, activities, and roles and responsibilities, and project scope listed in the Investment Summary of the Agreement (collectively the “Project”) between Tyler and the City. The overall goals of the project are to: 1. Modernize Core Business Operations 2. Improve Efficiency and Reduce Manual Work 3. Enhance Data Accuracy and Reporting 4. Strengthen Controls, Compliance, and Audit Readiness 5. Support Scalable and Sustainable Operations 6. Improve User Experience and Adoption 7. Enable Integration Across City Systems 8. Increase Transparency and Service Quality 9. Ensure Secure and Reliable Operations 10. Deliver the Project On Time and Within Budget Project Success Criteria Project success depends on clear communication, shared understanding, and mutual accountability between the City and Tyler. The following criteria define what successful delivery looks like for this Project: Shared Understanding of City Needs Tyler demonstrates a clear and ongoing understanding of the City’s business, technical, and operational requirements as defined, documented, and refined throughout the Project. Alignment with City Processes Tyler fully understands the City’s current business processes and ensures that proposed and implemented solutions meet City requirements while improving efficiency and usability. Thoughtful Business Process Improvement Tyler proactively recommends business process changes where appropriate to leverage best practices, improve efficiency, and support future growth, with changes validated and approved by the City. Cupertino, CA Tyler Technologies, Inc. Page | 2 Adequate and Consistent Resourcing Both the City and Tyler provide appropriately skilled and consistent project resources, as defined in the Project plan, to support timely and effective delivery. Effective Collaboration and Issue Resolution The City and Tyler collaborate openly and proactively, both internally and with each other, to identify, communicate, and resolve project risks and challenges in a timely manner. Change Management, Training, and Support Change management is planned and executed effectively, including role-based training and post- implementation support, to ensure successful user adoption and long-term sustainability of the solution. Methodology This is accomplished by the City and Tyler working as a partnership and Tyler utilizing its depth of implementation experience. While each Project is unique, all will follow Tyler’s six-stage methodology. Each of the six stages is comprised of multiple work packages, and each work package includes a narrative description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix. The project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the project methodology repeats consistently across Phases, and is scaled to meet the City’s complexity and organizational needs. To achieve Project success, it is imperative that both the City and Tyler commit to including the necessary leadership and governance. During each stage of the Project, it is expected that the City and Tyler Project teams work collaboratively to complete tasks. An underlying principle of Tyler’s Implementation process is to employ an iterative model where the City’s business processes are assessed, configured, validated, and refined cyclically in line with the contract budget. This approach is used in multiple stages and work packages as illustrated in the graphic below. Cupertino, CA Tyler Technologies, Inc. Page | 3 The delivery approach is systematic, which reduces variability and mitigates risks to ensure Project success. As illustrated, some stages, along with work packages and tasks, are intended to be overlapping by nature to complete the Project efficiently and effectively. Cupertino, CA Tyler Technologies, Inc. Page | 4 Part 2: Project Foundation Project Governance Project governance is the management framework within which Project decisions are made. The role of Project governance is to provide a decision-making approach that is logical, robust, and repeatable. This allows organizations to have a structured approach for conducting its daily business in addition to project related activities. This section outlines the resources required to meet the business needs, objectives, and priorities for the Project, communicate the goals to other Project participants, and provide support and guidance to accomplish these goals. Project governance defines the structure for escalation of issues and risks, Change Control review and authority, and Organizational Change Management activities. Throughout the Statement of Work Tyler has provided RACI Matrices for activities to be completed throughout the implementation which will further outline responsibilities of different roles in each stage. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage. The chart below illustrates an overall team perspective where Tyler and the City collaborate to resolve Project challenges according to defined escalation paths. If project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and the City Steering Committee become the escalation points to triage responses prior to escalation to the City and Tyler executive sponsors. As part of the escalation process, each Project governance tier presents recommendations and supporting information to facilitate knowledge transfer and issue resolution. The City and Tyler executive sponsors serve as the final escalation point. Cupertino, CA Tyler Technologies, Inc. Page | 5 Project Scope Control Managing Scope and Project Change Project Management governance principles contend that there are three connected constraints on a Project: budget, timeline, and scope. These constraints, known as the “triple constraints” or project management triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the work performed to deliver a product, service or result with the specified features and functions, while time is simply defined as the schedule. The Triple Constraint theory states that if you change one side of the triangle, the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased, cost and time to complete will also need to increase. The Project and executive teams will need to remain cognizant of these constraints when making impactful decisions to the Project. A simple illustration of this triangle is included here, showing the connection of each item and their relational impact to the overall Scope. A pillar of any successful project is the ability to properly manage scope while allowing the appropriate level of flexibility to incorporate approved changes. Scope and changes within the project will be managed using the change control process outlined in the following section. Change Control It may become necessary to change the scope of this Project due to unforeseeable circumstances (e.g., new constraints or opportunities are discovered). This Project is being undertaken with the understanding that Project scope, schedule, and/or cost may need to change to produce optimal results for the City. Changes to contractual requirements will follow the change control process specified in the final contract, and as described below. Change Request Management Should the need for a change to Project scope, schedule, and/or cost be identified during the Project, the change will be brought to the attention of the Steering Committee and an assessment of the change will occur. While such changes may result in additional costs and delays relative to the schedule, some changes may result in less cost to the City; for example, the City may decide it no longer needs a deliverable originally defined in the Project. The Change Request will include the following information: Cupertino, CA Tyler Technologies, Inc. Page | 6  The nature of the change, including reference to Statement of Work or Investment Summary where appropriate.  A good faith estimate, or exact costs when known, of the additional cost or associated savings to the City, if any.  The timetable for implementing the change.  The effect on and/or risk to: the schedule; resource needs; or resource responsibilities. The City will use its good faith efforts to either approve or disapprove any Change Request within ten (10) Business Days (or other period as mutually agreeable between Tyler and the City). The mutually agreeable time period will be determined prior the Change Request being submitted and the exact review time period will be noted in the Change Request. Any changes to the Project scope, budget, or timeline must be documented and approved in writing using a Change Request form. These changes constitute a formal amendment to the Statement of Work and will supersede any conflicting term in the Statement of Work. Acceptance Process The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success of the Project that each City office or department designates specific individuals for making decisions on behalf of their offices or departments. Both Tyler and the City will identify representative project managers. These individuals will represent the interests of all stakeholders and serve as the primary contacts between the two organizations. The coordination of gaining City feedback and approval on Project deliverables will be critical to the success of the Project. The City project manager will strive to gain deliverable and decision approvals from all authorized City representatives. Given that the designated decision-maker for each department may not always be available, there must be a designated proxy for each decision point in the Project. Assignment of each proxy will be the responsibility of the leadership from each City department. The proxies will be named individuals that have the authorization to make decisions on behalf of their department. The following process will be used for accepting Deliverables and Control Points:  The City shall have ten (10) business days from the date of delivery, or such other timeframe as may be mutually agreed upon in writing by the parties, to review and accept each Deliverable or Control Point. If the City does not agree that a Deliverable or Control Point meets the applicable requirements, the City shall notify the Tyler project manager(s) in writing, including the reasons for non-acceptance, within ten (10) business days of receipt or within the otherwise agreed-upon timeframe, which shall not be unreasonably withheld.  Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City shall then have five (5) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. Roles and Responsibilities The following defines the roles and responsibilities of each Project resource for the City and Tyler. Roles and responsibilities may not follow the organizational chart or position descriptions at the City, but are roles defined within the Project. It is common for individual resources on both the Tyler and City project teams to fill multiple roles. Similarly, it is common for some roles to be filled by multiple people. Cupertino, CA Tyler Technologies, Inc. Page | 7 Tyler Roles & Responsibilities Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one Phase in duration). Additional Tyler resources are assigned as the schedule develops and as needs arise. Tyler Executive Manager Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process. This team member offers additional support to the Project team and collaborates with other Tyler department managers as needed to escalate and facilitate implementation Project tasks and decisions.  Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying the City’s overall organizational strategy.  Authorizes required Project resources.  Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process.  Acts as the counterpart to the City’s executive sponsor. Tyler Implementation Manager  Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. The Tyler project managers consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler Project Manager or with City management as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level.  Assigns Tyler Project personnel.  Provides support for the Project team.  Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources.  Monitors Project progress including progress towards agreed upon goals and objectives. Tyler Project Manager  The Tyler project manager(s) provides oversight of the Project, coordination of Tyler resources between departments, management of the Project budget and schedule, effective risk, and issue management, and is the primary point of contact for all Project related items. As requested by the City, the Tyler Project Manager provides regular updates to the City Steering Committee and other Tyler governance members. Tyler Project Manager’s role includes responsibilities in the following areas: Contract Management  Validates contract compliance throughout the Project.  Ensures Deliverables meet contract requirements.  Acts as primary point of contact for all contract and invoicing questions.  Prepares and presents contract milestone sign-offs for acceptance by the City project manager(s).  Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.  Provide updates regarding the status of the budget in Status Calls Cupertino, CA Tyler Technologies, Inc. Page | 8 Planning  Delivers project planning documents.  Defines Project tasks and resource requirements.  Develops initial Project schedule and Project Management Plan.  Collaborates with the City project manager(s) to plan and schedule Project timelines to achieve on- time implementation.  Updates the Project Plan before regularly scheduled Status Calls and sends an agenda 24 hours in advance. Once the Status Call has been completed, upload the completed Status Report to the Project Portal within 48 hours. Implementation Management  Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently.  Establishes and manages a schedule and Tyler resources that properly support the Project Schedule and are also in balance with Scope/budget.  Establishes risk/issue tracking/reporting process between the City and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to the City any items that may impact the outcomes of the Project.  Collaborates with the City’s project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the project.  Collaborates with the City’s project manager(s) to set a routine communication plan that will aide all Project team members, of both the City and Tyler, in understanding the goals, objectives, status, and health of the Project. In addition to the responsibilities outlined above, the Tyler Project Manager shall:  Be responsive to City inquiries and communications and provide timely, clear, and accurate responses.  Demonstrate flexibility in scheduling meetings and working sessions to reasonably accommodate City’s availability and operational constraints.  Maintain current, accurate, and complete project planning documentation, including schedules, status reports, risk and issue logs, and other required project artifacts.  Proactively identify potential delays, risks, or resource constraints and communicate them promptly and transparently to City.  If the Tyler Project Manager fails to reasonably accommodate City’s scheduling needs, does not respond to City communications in a timely manner, or consistently falls behind on required project planning or documentation, City may escalate the matter to Tyler’s Implementation Manager and executive management for resolution.  If such performance issues persist or become ongoing, City expects Tyler to promptly assign a replacement Project Manager with qualifications and experience acceptable to City, at no additional cost to the Project. Resource Management  Acts as liaison between Project team and Tyler manager(s).  Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing. Cupertino, CA Tyler Technologies, Inc. Page | 9  Aligns the internal Tyler Project team through a Project Portal (SharePoint) site that acts as a central repository for all project related artifacts, calendars, project plans, etc.  Provides direction and support to Project team.  Manages the appropriate assignment and timely completion of tasks as defined in the Project Schedule, task list, and Go-Live Checklist.  Assesses team performance and adjusts as necessary.  Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks. Tyler Implementation Consultant  Completes tasks as assigned by the Tyler project manager(s).  Documents activities for services performed by Tyler.  Guides the City through software validation process following configuration.  Assists during Go-Live process and provides support until the City transitions to Client Services.  Facilitates training sessions and discussions with the City and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time.  May provide conversion review and error resolution assistance.  Possesses an understanding of the functionality within Tyler software products for their functional area(s) so that tasks are completed competently and efficiently.  Provides confident recommendations regarding configuration decisions and business process best practices using Tyler’s products based on his/her experience and expertise implementing Tyler software products with similar organizations  Performs problem solving and troubleshooting.  Follows up on issues identified during sessions with the Tyler project manager and City project manager.  Documents activities for onsite services and provides regular updates to the Tyler project manager.  Clearly documents homework tasks with specific due dates and owners, supporting and reconciling with the final Project schedule  Keeps Tyler project manager(s) proactively apprised of any and all issues which may result in the need for additional training needs, change in schedule, change in process decisions, or which have the potential to adversely impact the success of the Project prior to taking action  Completes site reports detailing activities for each implementation day within 5 business days of the event(s) they facilitated Tyler Sales  Provides Implementation knowledge transfer during Initiate & Plan.  Provides historical information, as needed, throughout implementation.  Participates in pricing activities if additional licensing and/or services are needed. Tyler Technical Services  Maintains Tyler infrastructure requirements and design document(s).  Involved in system infrastructure planning/review(s).  Provides first installation of licensed software with initial database on servers.  Supports and assists the project team with technical/environmental issues/needs.  Deploys Tyler products. Cupertino, CA Tyler Technologies, Inc. Page | 10 Tyler API Services  Provides training in the use of the API Toolkit.  Provides consulting services in the use of the API Toolkit to the City, as the City builds interfaces. Tyler Data Experts  Validates that customer data files are in proper format.  Develops customized conversion programs, as necessary, to convert Legacy System data into the Tyler database for production use according to defined mapping.  Provides error Reports on unsupported data conditions and the merging or normalization of data fields.  Assists the City with understanding and interpreting error Reports.  Performs changes and corrections to customized conversion programs as the City completes the data review.  Provides conversion consulting and mapping assistance. Tyler Change Management Lead  Performs a Change Management Assessment of the City and provides results.  Presents a Change Management Plan and related Communication strategies to City Change Management Lead.  Delivers Change Management Fundamentals training to City Change Management Lead.  Delivers a Change Management coaching presentation to the Sponsor and Change Management Team.  Trains the City Change Management Lead in setting up and maintaining the Change Management Tracking Templates.  Provides presentation for City Change Management Lead to use in training Change Management concepts and methodologies to Departmental Managers. City Roles & Responsibilities City resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles. City Executive Sponsor The City executive sponsor provides support to the Project by providing strategic direction and communicating key issues about the Project and its overall importance to the organization. When called upon, the executive sponsor also acts as the final authority on all escalated Project issues. The executive sponsor engages in the Project, as needed, to provide necessary support, oversight, guidance, and escalation, but does not participate in day-to-day Project activities. The executive sponsor empowers the City steering committee, project manager(s), and functional leads to make critical business decisions for the City.  Champions the project at the executive level to secure buy-in.  Authorizes required project resources.  Actively participates in organizational change communications. Cupertino, CA Tyler Technologies, Inc. Page | 11 City Steering Committee The City steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation for the Project’s value throughout the organization. The steering committee oversees the City project manager and Project through participation in regular internal meetings. The City steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The City steering committee also serves as primary level of issue resolution for the Project.  Works to resolve all decisions and/or issues not resolved at the project manager level as part of the escalation process.  Attends all scheduled steering committee meetings.  Provides support for the project team.  Assists with communicating key project messages throughout the organization.  Supports the project within the organization.  Ensures the Project is staffed appropriately and that staff have necessary resources.  Monitors project progress including progress towards agreed upon goals and objectives.  Has the authority to approve or deny changes impacting the following areas: o Cost o Scope o Schedule o Project Goals o City Policies o Needs of other client projects City Project Manager The City shall assign project manager(s) prior to the start of this project with overall responsibility and authority to make decisions related to Project Scope, scheduling, and task assignment. The City Project Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the City project manager(s) do not have the knowledge or authority to make decisions, he or she engages the necessary resources to participate in discussions and make decisions in a timely fashion to avoid Project delays. The City project manager(s) are responsible for reporting to the City steering committee and determining appropriate escalation points. Contract Management  Validates contract compliance throughout the project.  Reviews invoicing for accuracy and ensures Deliverables meet contract requirements.  Acts as primary point of contact for all contract and invoicing questions. Collaborates on and approves Change Requests, if needed, to ensure proper scope and budgetary compliance. Planning  Reviews and accepts project planning documents.  Defines project tasks and resource requirements for the City project team.  Collaborates in the development and approval of the project schedule.  Collaborates with Tyler project manager(s) to plan and schedule project timelines to achieve on-time implementation. Cupertino, CA Tyler Technologies, Inc. Page | 12 Implementation Management  Tightly manages project budget and scope.  Collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure that scope changes and budget (planned versus actual) are transparent and handled effectively and efficiently.  Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the project schedule as a whole and is also in balance with scope and budget.  Collaborates with Tyler project manager(s) to establish risk and issue tracking and reporting process between the City and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to Tyler any items that may impact the outcomes of the project.  Collaborates with Tyler project manager(s) to establish key business drivers and success indicators that will help to govern project activities and key decisions to ensure a quality outcome of the project.  Routinely communicates with both the City staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the project by all team members.  Manages the requirements gathering process and ensure timely and quality business requirements are being provided to Tyler. Resource Management  Acts as liaison between project team and stakeholders.  Identifies and coordinates all City resources across all modules, phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices.  Provides direction and support to project team.  Builds partnerships among the various stakeholders, negotiating authority to move the project forward.  Manages the appropriate assignment and timely completion of tasks as defined.  Assesses team performance and takes corrective action, if needed.  Provides guidance to City technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution.  Owns the relationship with in-Scope 3rd party providers and aligns activities with ongoing project tasks.  Ensures that users have appropriate access to Tyler project toolsets as required.  Conducts training on proper use of toolsets.  Validates completion of required assignments using toolsets. City Functional Leads  Makes business process change decisions under time sensitive conditions.  Communicates existing business processes and procedures to Tyler consultants.  Assists in identifying business process changes that may require escalation.  Contributes business process expertise for Current & Future State Analysis.  Identifies and includes additional subject matter experts to participate in Current & Future State Analysis.  Validates that necessary skills have been retained by end users.  Provides End Users with dedicated time to complete required homework tasks.  Acts as an ambassador/champion of change for the new process and provide business process change support. Cupertino, CA Tyler Technologies, Inc. Page | 13  Identifies and communicates any additional training needs or scheduling conflicts to the City project manager.  Actively participates in all aspects of the implementation, including, but not limited to, the following key activities: o Task completion o Stakeholder Meeting o Project Management Plan development o Schedule development o Maintenance and monitoring of risk register o Escalation of issues o Communication with Tyler project team o Coordination of City resources o Attendance at scheduled sessions o Change management activities o Modification specification, demonstrations, testing and approval assistance o Data analysis assistance o Decentralized end user training o Process testing o Solution Validation City Power Users  Participate in project activities as required by the project team and project manager(s).  Provide subject matter expertise on the City business processes and requirements.  Act as subject matter experts and attend Current & Future State Analysis sessions as needed.  Attend all scheduled training sessions.  Participate in all required post-training processes as needed throughout project.  Test all application configuration to ensure it satisfies business process requirements.  Become application experts.  Participate in Solution Validation.  Adopt and support changed procedures.  Complete all deliverables by the due dates defined in the project schedule.  Demonstrate competency with Tyler products processing prior to Go-live.  Provide knowledge transfer to the City staff during and after implementation.  Participate in conversion review and validation. City End Users  Attend all scheduled training sessions.  Become proficient in application functions related to job duties.  Adopt and utilize changed procedures.  Complete all deliverables by the due dates defined in the project schedule.  Utilize software to perform job functions at and beyond Go-live. City Technical Lead  Coordinates updates and releases with Tyler as needed.  Coordinates the copying of source databases to training/testing databases as needed for training days.  Coordinates and adds new users, printers and other peripherals as needed. Cupertino, CA Tyler Technologies, Inc. Page | 14  Validates that all users understand log-on process and have necessary permission for all training sessions.  Coordinates interface development for City third party interfaces.  Develops or assists in creating reports as needed.  Ensures on-site system meets specifications provided by Tyler.  Assists with software installation as needed.  Extracts and transmits conversion data and control reports from the City’s legacy system per the conversion schedule set forth in the project schedule. City Upgrade Coordination  Becomes familiar with the software upgrade process and required steps.  Becomes familiar with Tyler’s releases and updates.  Utilizes Tyler resources to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the City’s software upgrade process.  Assists with the software upgrade process during implementation.  Manages software upgrade activities post-implementation.  Manages software upgrade plan activities.  Coordinates software upgrade plan activities with City and Tyler resources.  Communicates changes affecting users and department stakeholders.  Obtains department stakeholder acceptance to upgrade production environment. City Change Management Lead  Executes Change Management Plan  Validates that users receive timely and thorough communication regarding process changes.  Provides coaching to supervisors to prepare them to support users through the project changes.  Identifies the impact areas resulting from project activities and develops a plan to address them proactively.  Identifies areas of resistance and develops a plan to reinforce the change.  Monitors post-production performance and new process adherence. Cupertino, CA Tyler Technologies, Inc. Page | 15 Part 3: Project Plan Project Stages Work Breakdown Structure The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into smaller, more manageable components. The top-level components are called “Stages” and the second level components are called “Work Packages”. The work packages, shown below each stage, contain the high-level work to be done. The detailed Project Schedule, developed during Project/Phase Planning and finalized during subsequent stages, lists the tasks to be completed within each work package. Each stage ends with a “Control Point”, confirming the work performed during that stage of the Project has been accepted by the City. Work Breakdown Structure (WBS) 1. Initiate & Plan 2. Assess & Define 3. Prepare Solution 4. Production Readiness 5. Production 6. Close 1.1 Initial Coordination 2.1 Solution Orientation 3.1 Initial System Deployment 4.1 Solution Validation 5.1 Go Live 6.1 Phase Close Out 1.2 Project/Phase Planning 2.2 Current & Future State Analysis 3.2 Configuration 4.2 Go Live Readiness 5.2 Transition to Client Services 6.2 Project Close Out 1.3 Infrastructure Planning 2.3 Modification Analysis 3.3 Process Refinement 4.3 End User Training 5.3 Post Go Live Activities 1.4 Stakeholder Meeting 2.4 Conversion Assessment 3.4 Conversion Delivery 1.5 GIS Planning* 2.5 Data Assessment 3.5 Data Delivery 3.6 Modifications* *Items noted with an asterisk in the graphic above relate to specific products and services. If those products and services are not included in the scope of the contract, these specific work packages will be noted as “This work package is not applicable” in Section 6 of the Statement of Work. The RACI matrices below clarify Tyler and City project roles by defining who is:  Responsible: the actual owner of a project or task  Accountable: ensures the work is getting done  Consulted: opinion is gathered  Informed: within the communication loop, but doesn’t have to be consulted on the task Cupertino, CA Tyler Technologies, Inc. Page | 16 Initiate and Plan The Initiate and Plan stage involves Project initiation, infrastructure, and planning. This stage creates a foundation for the Project by identifying and establishing sequence and timing for each Phase as well as verifying scope for the Project. This stage will be conducted at the onset of the Project, with a few unique items being repeated for the additional Phases as needed. Initial Coordination Prior to Project commencement, Tyler management assigns project manager(s). Additional Project resources will be assigned later in the Project as a Project schedule is developed. Tyler provides the City with initial Project documents used to gather names of key personnel, their functional role as it pertains to the Project, as well as any blackout dates to consider for future planning. The City gathers the information requested by the provided deadline ensuring preliminary planning and scheduling can be conducted moving the Project forward in a timely fashion. Internally, the Tyler Project Manager(s) coordinate with sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with the City’s team. During this step, Tyler will work with the City to establish the date(s) for the Project and Phase Planning session. Objectives:  Formally launch the project.  Establish project governance.  Define and communicate governance for Tyler.  Identify City project team. STAGE 1 Initial Coordination Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Tyler project team is assigned A R C I I I I I I City project team is assigned A I R I I I Provide initial project documents to the City A R C C I I Gather preliminary information requested I A R C C C C Sales to implementation knowledge transfer A R I I I I I Create Project Portal to store project artifacts and facilitate communication A R I Cupertino, CA Tyler Technologies, Inc. Page | 17 Inputs Contract documents Statement of Work Outputs/Deliverables Working initial project documents Project portal Work package assumptions:  Project activities begin after the agreement has been fully executed. Project/Phase Planning Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify applications to implement in each Phase (if applicable), and discuss implementation timeframes. During this work package Tyler will work with the City to coordinate and plan a formal Project planning meeting(s). This meeting signifies the start of the Project and should be attended by all City Project team members and the Tyler Project Manager. The meeting provides an opportunity for Tyler to introduce its implementation methodology, terminology, and Project management best practices to the City’s Project Team. This will also present an opportunity for project managers and Project sponsors to begin to discuss Project communication, metrics, status reporting and tools to be used to measure Project progress and manage change. Tyler will work with the City Project Team to prepare and deliver the Project Management Plan as an output of the planning meeting. This plan will continue to evolve and grow as the Project progresses and will describe how the project will be executed, monitored, and controlled. During project planning, Tyler will introduce the tools that will be used throughout the implementation. Tyler will familiarize the City with these tools during project planning and make them available for review and maintenance as applicable throughout the project. Some examples are Solution validation plan, issue log, and go-live checklist. STAGE 1 Project/Phase Planning Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r Us e r s) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Schedule and conduct planning session(s) A R I C C I Cupertino, CA Tyler Technologies, Inc. Page | 18 Develop Project Management Plan A R I C C I Develop initial project schedule A R I I I I I I C C I I C I Inputs Contract documents Statement of Work Guide to Starting Your Project Outputs / Deliverables Acceptance Criteria [only] for Deliverables Project Management Plan Delivery of document Project Operational Plan Delivery of document Initial Project Schedule City provides acceptance of schedule based on resource availability, project budget, and goals. Work package assumptions:  City has reviewed and completed the Guide to Starting Your Project document. Infrastructure Planning Procuring required hardware and setting it up properly is a critical part of a successful implementation. Tyler will be responsible for building the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement. The City is responsible for the installation, setup and maintenance of all peripheral devices. Objectives:  Ensure the City’s infrastructure meets Tyler’s application requirements.  Ensure the City’s infrastructure is scheduled to be in place and available for use on time. STAGE 1 Infrastructure Planning Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s (Po w e r U s e r s) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Initial Infrastructure Communication A R C C C C Schedule Environment Availability A R C I Inputs Initial Infrastructure Requirements Cupertino, CA Tyler Technologies, Inc. Page | 19 Outputs / Deliverables Acceptance Criteria [only] for Deliverables Completed Infrastructure Requirements Delivery of Requirements Stakeholder Meeting Communication of the Project planning outcomes to the City Project team, executives and other key stakeholders is vital to Project success. The Stakeholder meeting is a strategic activity to inform, engage, gain commitment, and instill confidence in the City team. During the meeting, the goals and objectives of the Project will be reviewed along with detail on Project scope, implementation methodology, roles and responsibilities, Project timeline and schedule, and keys to Project success. Objectives:  Formally present and communicate the project activities and timeline.  Communicate project expectations. STAGE 1 Stakeholder Meeting Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r U ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Create Stakeholder Meeting Presentation I A R I I I I C I Review Stakeholder Meeting Presentation I C A R C Perform Stakeholder Meeting Presentation I A R I I I I C I I I I I I Inputs Agreement SOW Project Management Plan Outputs / Deliverables Acceptance Criteria [only] for Deliverables Stakeholder Meeting Presentation Work package assumptions:  None Cupertino, CA Tyler Technologies, Inc. Page | 20 This work package is not applicable. Control Point 1: Initiate & Plan Stage Acceptance Acceptance criteria for this stage includes completion of all criteria listed below. Note: Advancement to the Assess & Define stage is not dependent upon Tyler’s receipt of this stage acceptance. Initiate & Plan Stage Deliverables:  Project Management Plan  Initial Project Schedule Initiate & Plan stage acceptance criteria:  All stage deliverables accepted based on acceptance criteria previously defined  Project governance defined  Project portal made available to the City  Stakeholder meeting complete Assess & Define The Assess & Define stage will provide an opportunity to gather information related to current City business processes. This information will be used to identify and define business processes utilized with Tyler software. The City collaborates with Tyler providing complete and accurate information to Tyler staff and assisting in analysis, understanding current workflows and business processes. Solution Orientation The Solution Orientation provides the Project stakeholders a high-level understanding of the solution functionality prior to beginning the current and future state analysis. The primary goal is to establish a foundation for upcoming conversations regarding the design and configuration of the solution. Tyler utilizes a variety of tools for the Solution Orientation, focusing on City team knowledge transfer such as: eLearning, documentation, or walkthroughs. The City team will gain a better understanding of the major processes and focus on data flow, the connection between configuration options and outcome, integration, and terminology that may be unique to Tyler’s solution. Objectives:  Provide a basic understanding of system functionality.  Prepare the City for current and future state analysis. STAGE 2 Solution Orientation Tyler City Cupertino, CA Tyler Technologies, Inc. Page | 21 RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r U ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Provide pre-requisites A R I I I I I Complete pre-requisites A R C C Conduct orientation A R I I I I I Inputs Solution orientation materials Training Plan Current & Future State Analysis The Current & Future State Analysis provides the Project stakeholders and Tyler an understanding of process changes that will be achieved with the new system. The City and Tyler will evaluate current state processes, options within the new software, pros and cons of each based on current or desired state and make decisions about the future state configuration and processing. This may occur before or within the same timeframe as the configuration work package. The options within the new software will be limited to the scope of this implementation and will make use of standard Tyler functionality. The City will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk from over customization of Tyler products. It is the City’s responsibility to verify that in-scope requirements are being met throughout the implementation if functional requirements are defined as part of the contract. The following guidelines will be followed when evaluating if a modification to the product is required:  A reasonable business process change is available.  Functionality exists which satisfies the requirement.  Configuration of the application satisfies the requirement.  An in-scope modification satisfies the requirement. Requirements that are not met will follow the agreed upon change control process and can have impacts on the project schedule, scope, budget, and resource availability. STAGE 2 Current & Future State Analysis Tyler City Cupertino, CA Tyler Technologies, Inc. Page | 22 RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r U ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Current State process review A R I I I C C C C C Discuss future-state options A R C C C C C C C C Make future-state decisions (non-COTS) C C C C C A R I C C Document anticipated configuration options required to support future state A R C C C I I I I I Inputs City current state documentation Solution Orientation completion Outputs / Deliverables Acceptance Criteria [only] for Deliverables Documentation that describes future-state decisions and configuration options to support future-state decisions. Delivery of document Work package assumptions:  City attendees possess sufficient knowledge and authority to make future state decisions.  The City is responsible for any documentation of current state business processes.  The City can effectively communicate current state processes. This work package is not applicable. Data Assessment Given the completion of the Current & Future State Analysis, the Data Assessment will provide the implementation team the design for data delivery prior to configuration. The data Assessment will also allow the Tyler and the City teams to identify the data that will be configured within the Tyler System. The team will develop and map out dataset structures to ensure that data is structured in a way that allows maximum utility. The teams will review any existing data publish and metadata standards for the City’s current data program to determine any necessary adjustments or configuration needs. Finally, the implementation team develops data workflows to map data from the source system(s) into the Tyler system, discussing any additional data requirements as needed. Cupertino, CA Tyler Technologies, Inc. Page | 23 Objectives:  Communicate a common understanding of the project goals with respect to data.  Ensure complete and accurate source data is available for review/transfer.  If source data is a Tyler legacy system, Tyler performs the data mappings. If source data is from a third-party, the City is responsible for mapping the data from the source to the Tyler system.  Document the data conversion/loading approach. STAGE 2 Data Conversion Assessment Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r U ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Extract Data from Source Systems A R I C Complete Data Analysis/Mapping A R C C I C C I Review and Scrub Source Data I I I A R C I Build/Update Data Conversion Plan R C C C I I I I Inputs City Source data City Source data Documentation (if available) Outputs / Deliverables Acceptance Criteria [only] for Deliverables Data Conversion Plan built/updated (if applicable} City Acceptance of Data Conversion Plan, if Applicable City acceptance of Solution Design Document Work package assumptions:  If the source data is a Tyler system Tyler's Conversion Engineers extract and map the data into the standard conversion format. If the source data is from a third-party, the client will provide Tyler with the data in a mutually agreed upon format.  Tyler will work with the City representatives to identify business rules before writing the conversion.  City subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort. Cupertino, CA Tyler Technologies, Inc. Page | 24 Conversion Assessment Data Conversions are a major effort in any software implementation. Tyler’s conversion tools facilitate the predictable, repeatable conversion process that is necessary to support a successful transition to the Tyler system. The first step in this process is to perform an assessment of the existing (“legacy”) system(s), to better understand the source data, risks, and options available. Once the data has been analyzed, the plan for data conversion is completed and communicated to the appropriate stakeholders. Objectives:  Communicate a common understanding of the project goals with respect to data.  Ensure complete and accurate source data is available for review/transfer.  If source data is a Tyler legacy system, Tyler performs the data mappings. If source data is from a third-party, the City is responsible for mapping the data from the source to the Tyler system.  Document the data conversion/loading approach. STAGE 2 Data Conversion Assessment Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r Us e r s) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Extract Data from Source Systems A R I C Review and Scrub Source Data I I I A R C I Build/Update Data Conversion Plan R C C C I I I I Inputs City Source data City Source data Documentation (if available) Outputs / Deliverables Acceptance Criteria [only] for Deliverables Data Conversion Plan built/updated City Acceptance of Data Conversion Plan, if Applicable Work package assumptions:  If the source data is a Tyler system Tyler's Conversion Engineers extract and map the data into the standard conversion format. If the source data is from a third-party, the client will provide Tyler with the data in a mutually agreed upon format. Cupertino, CA Tyler Technologies, Inc. Page | 25  Tyler will work with the City representatives to identify business rules before writing the conversion.  City subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort. Control Point 2: Assess & Define Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Note: Advancement to the Prepare Solution Stage is dependent upon Tyler’s receipt of the Stage Acceptance. Assess & Define Stage Deliverables:  Documentation of future state decisions and configuration options to support future state decisions.  Modification specification document. Assess & Define Stage Acceptance Criteria:  All stage deliverables accepted based on criteria previously defined.  Solution Orientation is delivered.  Conversion data extracts are received by Tyler.  Data conversion plan built. Prepare Solution During the Prepare Solution stage, information gathered during the Initiate & Plan and Assess & Define stages will be used to install and configure the Tyler software solution. Software configuration will be validated by the City against future state decisions defined in previous stages and processes refined as needed to ensure business requirements are met. Initial System Deployment The timely availability of the Tyler Solution is important to a successful Project implementation. The success and timeliness of subsequent work packages are contingent upon the initial system deployment of Tyler Licensed Software on an approved network and infrastructure. Delays in executing this work package can affect the project schedule. Objectives:  All licensed software is installed and operational.  The City can access the software. STAGE 3 Initial System Deployment (Hosted/SaaS)* Tyler City Cupertino, CA Tyler Technologies, Inc. Page | 26 RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r Us e r s) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Prepare hosted environment A R I C Install Licensed Software for Included Environments A R I C Install Licensed Software on City Devices (if applicable) I C A R Tyler System Administration Training (if applicable) A R I C Outputs / Deliverables Acceptance Criteria [only] for Deliverables Licensed Software is Installed on the Server(s) Software is accessible Licensed Software is Installed on City Devices (if applicable) Software is accessible Installation Checklist/System Document Work package assumptions:  The most current available version of the Tyler Licensed Software will be installed.  The City will provide network access for Tyler modules, printers, and Internet access to all applicable City and Tyler Project staff. Configuration The purpose of Configuration is to prepare the software product for validation. Tyler staff collaborates with the City to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. The City collaborates with Tyler staff iteratively to validate software configuration. Objectives:  Software is ready for validation.  Educate the City Power User how to configure and maintain software. Cupertino, CA Tyler Technologies, Inc. Page | 27  Prepare standard interfaces for process validation (if applicable). STAGE 3 Configuration Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r U ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Conduct configuration training A R I C C Complete Tyler configuration tasks (where applicable) A R I I I Complete City configuration tasks (where applicable) I C A R C Standard interfaces configuration and training (if applicable) A R C I C C C Updates to Solution Validation testing plan C C A R C C Inputs Documentation that describes future state decisions and configuration options to support future state decisions. Outputs / Deliverables Acceptance Criteria [only] for Deliverables Configured System Work package assumptions:  Tyler provides guidance for configuration options available within the Tyler software. The City is responsible for making decisions when multiple options are available. Process Refinement Tyler will educate the City users on how to execute processes in the system to prepare them for the validation of the software. The City collaborates with Tyler staff iteratively to validate software configuration options to support future state. Objectives:  Ensure that the City understands future state processes and how to execute the processes in the software. Cupertino, CA Tyler Technologies, Inc. Page | 28  Refine each process to meet the business requirements.  Validate standard interfaces, where applicable.  Validate forms and reports, where applicable. STAGE 3 Process Refinement Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r Us e r s) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Conduct process training A R I C I C Confirm process decisions I C A R C I C Test configuration I C A R C Refine configuration (City Responsible) I C A R C Refine configuration (Tyler Responsible) A R I I I Validate interface process and results I C C A R C C Update City- specific process documentation (if applicable) I C A R C Updates to Solution Validation testing plan C C A R C C Inputs Initial Configuration Documentation that describes future state decisions and configuration options to support future state decisions. Solution validation test plan Outputs / Deliverables Acceptance Criteria [only] for Deliverables Updated solution validation test plan Completed City-specific process documentation (completed by City) Work package assumptions:  None Cupertino, CA Tyler Technologies, Inc. Page | 29 Conversion Delivery The purpose of this task is to transition the City’s data from their source (“legacy”) system(s) to the Tyler system(s). The data will need to be mapped from the legacy system into the new Tyler system format. A well- executed data conversion is key to a successful cutover to the new system(s). With guidance from Tyler, the City will review specific data elements within the system and identify / report discrepancies. Iteratively, Tyler will collaborate with the City to address conversion discrepancies. This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s). Reference Conversion Appendix for additional detail. Objectives:  Data is ready for production (Conversion). STAGE 3 Data Delivery & Conversion Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r Us e r s) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Provide data crosswalks/code mapping tool A C R I I I Populate data crosswalks/code mapping tool I C C A R C Load Data for Testing Pull Data & Conversion Balancing Reports Map Conversion Write & Run Conversion Program Validate Data Conversion Reviews Completed Final Conversion Report & Correct Errors Cupertino, CA Tyler Technologies, Inc. Page | 30 Iterations: Conversion Development A C R I I Iterations: Deliver converted data A R I I I Iterations: Proof/Review data and reconcile to source system C C C A R C C Inputs Data Conversion Plan Configuration Outputs / Deliverables Acceptance Criteria [only] for Deliverables Code Mapping Complete / Validated Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for final pass Work package assumptions:  The City will provide a single file layout per source system as identified in the investment summary.  The City subject matter experts and resources most familiar with the current data will be involved in the data conversion effort.  The City project team will be responsible for completing the code mapping activity, with assistance from Tyler. This work package is not applicable. Control Point 3: Prepare Solution Stage Acceptance Acceptance criteria for this Stage includes all criteria listed below in each Work Package. Note: Advancement to the Production Readiness Stage is dependent upon Tyler’s receipt of the Stage Acceptance. Prepare Solution Stage Deliverables:  Licensed software is installed.  Installation checklist/system document.  Conversion iterations and reviews complete. Prepare Solution Stage Acceptance Criteria:  All stage deliverables accepted based on criteria previously defined.  Software is configured.  Solution validation test plan has been reviewed and updated if needed. Cupertino, CA Tyler Technologies, Inc. Page | 31 Production Readiness Activities in the Production Readiness stage will prepare the City team for go-live through solution validation, the development of a detailed go-live plan and end user training. A readiness assessment will be conducted with the City to review the status of the project and the organizations readiness for go-live. Solution Validation Solution Validation is the end-to-end software testing activity to ensure that the City verifies all aspects of the Project (hardware, configuration, business processes, etc.) are functioning properly, and validates that all features and functions per the contract have been deployed for system use. Objectives:  Validate that the solution performs as indicated in the solution validation plan.  Ensure the City organization is ready to move forward with go-live and training (if applicable). STAGE 4 Solution Validation Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r U ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Update Solution Validation plan A R C C C C Update test scripts (as applicable) C C C A R C Perform testing C C C A R C Document issues from testing C C C A R C Perform required follow- up on issues A R C C C C Inputs Solution Validation plan Completed work product from prior stages (configuration, business process, etc.) Outputs / Deliverables Acceptance Criteria [only] for Deliverables Solution Validation Report City updates report with testing results Work package assumptions:  Designated testing environment has been established. Cupertino, CA Tyler Technologies, Inc. Page | 32  Testing includes current phase activities or deliverables only. Go-Live Readiness Tyler and the City will ensure that all requirements defined in Project planning have been completed and the Go-Live event can occur, as planned. A go-live readiness assessment will be completed identifying risks or actions items to be addressed to ensure the City has considered its ability to successfully Go-Live. Issues and concerns will be discussed, and mitigation options documented. Tyler and the City will jointly agree to move forward with transition to production. Expectations for final preparation and critical dates for the weeks leading into and during the Go-Live week will be planned in detail and communicated to Project teams. Tyler will develop a comprehensive Go-Live Action Plan based on proven methodologies and lessons learned from prior ERP implementations with local government agencies. This plan will leverage Tyler’s experience to identify critical success factors, common risks, and effective transition strategies to ensure a smooth and controlled go-live. The Go-Live Action Plan will be tailored to the City’s specific business processes, user groups, and functional modules included in the go-live scope. This includes aligning cutover activities with departmental workflows, defining module-specific readiness criteria, validating data conversion and integrations, and coordinating user access, security roles, and end-user training. Tyler will work closely with City stakeholders to confirm responsibilities, timelines, and communication protocols leading up to go-live. Post-go-live activities will be an integral part of the plan and will include hypercare support, issue tracking and resolution, system stabilization, knowledge transfer, and transition to steady-state support. Tyler will also support post-go-live validation of business processes, reporting, and integrations, and will collaborate with the City to identify optimization opportunities and next-phase enhancements once the system is stabilized. Objectives:  Action plan for go-live established.  Assess go-live readiness.  Stakeholders informed of go-live activities. STAGE 4 Go-Live Readiness Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r U ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Perform Readiness Assessment I A R C C I C I I I I I I Conduct Go-Live planning session A R C C C C C C C Cupertino, CA Tyler Technologies, Inc. Page | 33 Order peripheral hardware (if applicable) I A R C Confirm procedures for Go-Live issue reporting & resolution A R I I I I C C I I I I I Develop Go-Live checklist A R C C C C I C C Final system infrastructure review (where applicable) A R C C Inputs Future state decisions Go-live checklist Outputs / Deliverables Acceptance Criteria [only] for Deliverables Updated go-live checklist Updated Action plan and Checklist for go-live delivered to the City Work package assumptions:  None End User Training End User Training is a critical part of any successful software implementation. Using a training plan previously reviewed and approved, the Project team will organize and initiate the training activities. Train the Trainer: Tyler provides one recorded occurrence of each scheduled training or implementation topic. City users who attended the Tyler sessions may train additional users. Additional Tyler led sessions may be contracted at the applicable rates for training. Tyler will provide standard application documentation for the general use of the software. It is not Tyler’s responsibility to develop City specific business process documentation. City-led training labs using City specific business process documentation if created by the City can be added to the regular training curriculum, enhancing the training experiences of the end users. Objectives:  End users are trained on how to use the software prior to go-live.  The City is prepared for on-going training and support of the application. STAGE 4 End User Training Tyler City Cupertino, CA Tyler Technologies, Inc. Page | 34 RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r U ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Update training plan A R C C I C End User training (Tyler- led) A R C C C I C C C Train-the-trainer A R C C C I C End User training (City- led) C C A R I C C C Inputs Training Plan List of End Users and their Roles / Job Duties Configured Tyler System Outputs / Deliverables Acceptance Criteria [only] for Deliverables End User Training City signoff that training was delivered Work package assumptions:  The City project team will work with Tyler to jointly develop a training curriculum that identifies the size, makeup, and subject-area of each of the training classes.  Tyler will work with the City as much as possible to provide end-user training in a manner that minimizes the impact to the daily operations of City departments.  The City will be responsible for training new users after go-live (exception—previously planned or regular training offerings by Tyler). Control Point 4: Production Readiness Stage Acceptance Acceptance criteria for this stage includes all criteria listed below. Advancement to the Production stage is dependent upon Tyler’s receipt of the stage acceptance. Production Readiness stage deliverables:  Solution Validation Report.  Update go-live action plan and/or checklist.  End user training. Production Readiness stage acceptance criteria:  All stage deliverables accepted based on criteria previously defined.  Go-Live planning session conducted. Cupertino, CA Tyler Technologies, Inc. Page | 35 Production Following end user training the production system will be fully enabled and made ready for daily operational use as of the scheduled date. Tyler and the City will follow the comprehensive action plan laid out during Go- Live Readiness to support go-live activities and minimize risk to the Project during go-live. Following go-live, Tyler will work with the City to verify that implementation work is concluded, post go-live activities are scheduled, and the transition to Client Services is complete for long-term operations and maintenance of the Tyler software. Go-Live Following the action plan for Go-Live, defined in the Production Readiness stage, the City and Tyler will complete work assigned to prepare for Go-Live. The City provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final conversion iteration, if applicable. If defined in the action plan, the City manually enters any data added to the Legacy System after final data extract into the Tyler system. Tyler staff collaborates with the City during Go-Live activities. The City transitions to Tyler software for day-to day business processing. Some training topics are better addressed following Go-Live when additional data is available in the system or based on timing of applicable business processes and will be scheduled following Go-Live per the Project Schedule. Objectives:  Execute day to day processing in Tyler software.  City data available in Production environment. STAGE 5 Go-Live Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r U ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Provide final source data extract, if applicable C C A R Final source data pushed into production environment, if applicable A C R I C C C Proof final converted data, if applicable C C C A R C Cupertino, CA Tyler Technologies, Inc. Page | 36 Complete Go-Live activities as defined in the Go-Live action plan C C C A R C I C Provide Go-Live assistance A R C C I C C I C I C Inputs Comprehensive Action Plan for Go-Live Final source data (if applicable) Outputs / Deliverables Acceptance Criteria [only] for Deliverables Data is available in production environment City confirms data is available in production environment Work package assumptions:  The City will complete activities documented in the action plan for Go-Live as scheduled.  External stakeholders will be available to assist in supporting the interfaces associated with the Go- Live live process.  The City business processes required for Go-Live are fully documented and tested.  The City Project team and subject matter experts are the primary point of contact for the end users when reporting issues during Go-Live.  The City Project Team and Power User’s provide business process context to the end users during Go- Live. Transition to Client Services This work package signals the conclusion of implementation activities for the Phase or Project with the exception of agreed-upon post Go-Live activities. The Tyler project manager(s) schedules a formal transition of the City onto the Tyler Client Services team, who provides the City with assistance following Go-Live, officially transitioning the City to operations and maintenance. Objectives:  Ensure no critical issues remain for the project teams to resolve.  Confirm proper knowledge transfer to the City teams for key processes and subject areas. STAGE 5 Transition to Client Services Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r U ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Cupertino, CA Tyler Technologies, Inc. Page | 37 Transfer City to Client Services and review issue reporting and resolution processes I I A I I R I I C C C Review long term maintenance and continuous improvement A R C C C Inputs Open item/issues List Outputs / Deliverables Acceptance Criteria [only] for Deliverables Client Services Support Document Work package assumptions:  No material project issues remain without assignment and plan. Post Go-Live Activities Some implementation activities are provided post-production due to the timing of business processes, the requirement of actual production data to complete the activities, or the requirement of the system being used in a live production state. Objectives:  Schedule activities that are planned for after Go-Live.  Ensure issues have been resolved or are planned for resolution before phase or project close. STAGE 5 Post Go-Live Activities Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r U ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Schedule contracted activities that are planned for delivery after go-live A R C C C C I C C I C C Determine resolution plan in preparation for phase or project close out A R C C C I C C I C Cupertino, CA Tyler Technologies, Inc. Page | 38 Inputs List of post Go-Live activities Outputs / Deliverables Acceptance Criteria [only] for Deliverables Updated issues log Work package assumptions:  System is being used in a live production state. Control Point 5: Production Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below:  Advancement to the Close stage shall occur only upon the City’s review and approval.  Converted data is available in production environment. Production Stage Acceptance Criteria:  All stage deliverables accepted based on criteria previously defined.  Go-Live activities defined in the Go-Live action plan completed.  Client services support document is provided. Close The Close stage signifies full implementation of all products purchased and encompassed in the Phase or Project. The City transitions to the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Client Services). Phase Closeout This work package represents Phase completion and signals the conclusion of implementation activities for the Phase. The Tyler Client Services team will assume ongoing support of the City for systems implemented in the Phase. Objectives:  Agreement from Tyler and the City teams that activities within this phase are complete. STAGE 6 Phase Close Out Tyler City Cupertino, CA Tyler Technologies, Inc. Page | 39 RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r U ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Reconcile project budget and status of contract Deliverables I A R I I C Hold post phase review meeting A R C C C C C C C C C Release phase- dependent Tyler project resources A R I I Participants Tyler City Project Leadership Project Manager Project Manager Project Sponsor(s) Implementation Consultants Functional Leads, Power Users, Technical Leads Technical Consultants (Conversion, Deployment, Development) Client Services Inputs Contract Statement of Work Project artifacts Outputs / Deliverables Acceptance Criteria [only] for Deliverables Final action plan (for outstanding items) Reconciliation Report Post Phase Review Work package assumptions:  Tyler deliverables for the phase have been completed. Project Closeout Completion of this work package signifies final acceptance and formal closing of the Project. At this time the City may choose to begin working with Client Services to look at continuous improvement Projects, building on the completed solution. Objectives: Cupertino, CA Tyler Technologies, Inc. Page | 40  Confirm no critical issues remain for the project teams to resolve.  Determine proper knowledge transfer to the City teams for key processes and subject areas has occurred.  Verify all deliverables included in the Agreement are delivered. STAGE 6 Project Close Out Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( Po w e r U ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Conduct post project review A R C C C C C C C C C Deliver post project report to City and Tyler leadership I A R I I C Release Tyler project resources A R I I Inputs Contract Statement of Work Outputs / Deliverables Acceptance Criteria [only] for Deliverables Post Project Report City acceptance; Completed report indicating all project Deliverables and milestones have been completed Work package assumptions:  All project implementation activities have been completed and approved.  No critical project issues remain that have not been documented and assigned.  Final project budget has been reconciled and invoiced.  All Tyler deliverables have been completed. Control Point 6: Close Stage Acceptance Acceptance criteria for this Stage includes completion of all criteria listed below. Close Stage Deliverables:  Post Project Report. Close Stage Acceptance Criteria: Cupertino, CA Tyler Technologies, Inc. Page | 41  Completed report indicating all Project deliverables and milestones have been completed. General Assumptions Tyler and the City will use this SOW as a guide for managing the implementation of the Tyler Project as provided and described in the Agreement. There are a few assumptions which, when acknowledged and adhered to, will support a successful implementation. Assumptions related to specific work packages are documented throughout the SOW. Included here are general assumptions which should be considered throughout the overall implementation process. Project  Project activities will begin after the Agreement has been fully executed.  The both parties Project Team will complete their necessary assignments in a mutually agreed upon timeframe to meet the scheduled go-live date, as outlined in the Project Schedule.  Sessions will be scheduled and conducted at a mutually agreeable time.  Additional services, software modules and modifications not described in the SOW or Agreement will be considered a change to this Project and will require a Change Request Form as previously referenced in the definition of the Change Control Process.  Tyler will provide a written agenda and notice of any prerequisites to the City project manager(s) ten (10) business days or as otherwise mutually agreed upon time frame prior to any scheduled on-site or remote sessions, as applicable.  Tyler will provide guidance for configuration and processing options available within the Tyler software. If multiple options are presented by Tyler, the City is responsible for making decisions based on the options available.  Implementation of new software may require changes to existing processes, both business and technical, requiring the City to make process changes.  The City is responsible for defining, documenting, and implementing their policies that result from any business process changes. Resources and Scheduling  City resources will participate in scheduled activities as assigned in the Project Schedule.  The City team will complete prerequisites prior to applicable scheduled activities. Failure to do so may affect the schedule.  Tyler and the City will provide resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget.  Abbreviated timelines and overlapped Phases require sufficient resources to complete all required work as scheduled.  Changes to the Project Schedule, availability of resources or changes in Scope will be requested through a Change Request. Impacts to the triple constraints (scope, budget, and schedule) will be assessed and documented as part of the change control process.  The City will ensure assigned resources will follow the change control process and possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, change control process buy-in, and knowledge.  The City makes timely Project related decisions to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Failure to do so may affect the schedule, as each analysis and implementation session is dependent on the decisions made in prior sessions. Cupertino, CA Tyler Technologies, Inc. Page | 42  The both parties will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule.  The City will provide adequate meeting space or facilities, including appropriate system connectivity, to the project teams including Tyler team members.  For on-site visits, Tyler will identify a travel schedule that balances the needs of the project and the employee. Data  Data will be converted as provided and Tyler will not create data that does not exist.  The City is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data.  Tyler will work closely with the City representatives to identify business rules before writing the conversion. The City must confirm that all known data mapping from source to target have been identified and documented before Tyler writes the conversion.  All in-scope source data is in data extract(s).  Each legacy system data file submitted for conversion includes all associated records in a single approved file layout.  The City will provide the legacy system data extract in the same format for each iteration unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget and resource availability may occur and/or data in the new system may be incorrect.  The City Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler.  The City is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.) Facilities  The City will provide dedicated space for Tyler staff to work with City resources for both on-site and remote sessions. If Phases overlap, City will provide multiple training facilities to allow for independent sessions scheduling without conflict.  The City will provide staff with a location to practice what they have learned without distraction. Cupertino, CA Tyler Technologies, Inc. Page | 43 Glossary Word or Term Definition Acceptance Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria. Accountable The one who ultimately ensures a task or deliverable is completed; the one who ensures the prerequisites of the task are met and who delegates the work to those responsible. [Also see RACI] Application A computer program designed to perform a group of coordinated functions, tasks, or activities for the benefit of the user. Application Programming Interface (API) A defined set of tools/methods to pass data to and received data from Tyler software products Agreement This executed legal contract that defines the products and services to be implemented or performed. Business Process The practices, policy, procedure, guidelines, or functionality that the client uses to complete a specific job function. Business Requirements Document A specification document used to describe Client requirements for contracted software modifications. Change Request A form used as part of the Change Control process whereby changes in the scope of work, timeline, resources, and/or budget are documented and agreed upon by participating parties. Change Management Guides how we prepare, equip and support individuals to successfully adopt change in order to drive organizational success & outcomes Code Mapping [where applicable] An activity that occurs during the data conversion process whereby users equate data (field level) values from the old system to the values available in the new system. These may be one to one or many to one. Example: Old System [Field = eye color] [values = BL, Blu, Blue] maps to New Tyler System [Field = Eye Color] [value = Blue]. Consulted Those whose opinions are sought, typically subject matter experts, and with whom there is two-way communication. [Also see RACI] Control Point This activity occurs at the end of each stage and serves as a formal and intentional opportunity to review stage deliverables and required acceptance criteria for the stage have been met. Data Mapping [where applicable] The activity determining and documenting where data from the legacy system will be placed in the new system; this typically involves prior data analysis to understand how the data is currently used in the legacy system and how it will be used in the new system. Deliverable A verifiable document or service produced as part of the Project, as defined in the work packages. Go-Live The point in time when the Client is using the Tyler software to conduct daily operations in Production. Informed Those who are kept up-to-date on progress, often only on completion of the task or deliverable, and with whom there is just one-way communication. [Also see RACI] Cupertino, CA Tyler Technologies, Inc. Page | 44 Infrastructure The composite hardware, network resources and services required for the existence, operation, and management of the Tyler software. Interface A connection to and potential exchange of data with an external system or application. Interfaces may be one way, with data leaving the Tyler system to another system or data entering Tyler from another system, or they may be bi-directional with data both leaving and entering Tyler and another system. Integration A standard exchange or sharing of common data within the Tyler system or between Tyler applications Legacy System The software from which a client is converting. Modification Custom enhancement of Tyler’s existing software to provide features or functions to meet individual client requirements documented within the scope of the Agreement. On-site Indicates the work location is at one or more of the client’s physical office or work environments. Organizational Change The process of changing an organization's strategies, processes, procedures, technologies, and culture, as well as the effect of such changes on the organization. Output A product, result or service generated by a process. Peripheral devices An auxiliary device that connects to and works with the computer in some way. Some examples: scanner, digital camera, printer. Phase A portion of the Project in which specific set of related applications are typically implemented. Phases each have an independent start, Go-Live and closure dates but use the same Implementation Plans as other Phases of the Project. Phases may overlap or be sequential and may have different Tyler resources assigned. Project The delivery of the software and services per the agreement and the Statement of Work. A Project may be broken down into multiple Phases. RACI A matrix describing the level of participation by various roles in completing tasks or Deliverables for a Project or process. Individuals or groups are assigned one and only one of the following roles for a given task: Responsible (R), Accountable (A), Consulted (C), or Informed (I). Remote Indicates the work location is at one or more of Tyler’s physical offices or work environments. Responsible Those who ensure a task is completed, either by themselves or delegating to another resource. [Also see RACI] Scope Products and services that are included in the Agreement. Cupertino, CA Tyler Technologies, Inc. Page | 45 Solution The implementation of the contracted software product(s) resulting in the connected system allowing users to meet Project goals and gain anticipated efficiencies. Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project. Standard Software functionality that is included in the base software (off- the-shelf) package; is not customized or modified. Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project-specific activities, services, and Deliverables. System The collective group of software and hardware that is used by the organization to conduct business. Test Scripts The steps or sequence of steps that will be used to validate or confirm a piece of functionality, configuration, enhancement, or Use Case Scenario. Training Plan Document(s) that indicate how and when users of the system will be trained relevant to their role in the implementation or use of the system. Validation (or to validate) The process of testing and approving that a specific Deliverable, process, program, or product is working as expected. Work Breakdown Structure (WBS) A hierarchical representation of a Project or Phase broken down into smaller, more manageable components. Work Package A group of related tasks within a project. Cupertino, CA Tyler Technologies, Inc. Page | 46 Part 4: Appendices Conversion Enterprise ERP Conversion Summary Accounting Accounting - Actuals  Summary account balances  Up to 5 years Accounting - Budgets  Original budget, budget adjustments, revised budget summaries for accounts  Up to 5 years Accounts Payable Vendors  Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers  Multiple remittance addresses  Year-to-date 1099 amounts Accounts Payable - Checks  Check header data including vendor, warrant, check number, check date, overall check amount, GL cash account and clearing information  Check detail data including related document and invoice numbers for each check  Up to 5 years Accounts Payable - Invoices  Invoice header data containing general information for the invoice  Invoice detail data containing line-specific information for the invoice  Up to 5 years Purchase Orders  Open purchase orders header data including vendor, buyer, date, accounting information, etc.  Open purchase orders detail data including line-item descriptions, quantities, amounts, etc.  Closed purchase orders detail data, up to 5 years, including line-item descriptions, quantities, amounts, etc. Cupertino, CA Tyler Technologies, Inc. Page | 47 Contracts  Contract header detail with many fields available to convert including fiscal year and period, vendor number, department code, description, enforcement method code, dates for award, approval, entry and expiration, retention information, user-defined type and review codes, status code, user id for entry and approver. Additional fields are also available. A balance forward contract amount is converted, if original amount is required there will be an additional charge and contracts, po’s and invoices must be converted together. Project Accounting Project Accounting Master Tables  Segments, account strings and fund string allocation table  Requires the use of a Tyler provided (Chart of Accounts) spreadsheet for design and entry of the data to be converted Project Accounting - Actuals  Summary project ledger string balances. If linking to GL, must be converted at the same time.  Up to 7 years Project Accounting – Budget  Original project ledger budget amounts. If linking to GL, must be converted at the same time.  Up to 7 years Human Resources Management HRM Employee Master Information  Payroll Employee Master data including data such as name, address, SSN, legacy employee ID, date of birth, hire date, activity status (such as active/inactive), leave/termination code and date, phone(s), e- address, marital status, gender, race, personnel status (such as full-time, part-time, etc.), highest degree, advice-delivery (print/email/both) and check location, plus primary group, job, location, and account information Accumulators  YTD, QTD, MTD amounts for employee pay and deductions  Needed for mid-calendar-year go-live  May not be needed if converting earnings/deductions history  Up to 7 years  Accumulators are converted with check history and earning/deduction history as a default. No accumulator files are necessary to submit when converting history. Check History  Up to 7 years, additional years must be quoted. We convert amounts for earnings and deductions in employee check history, check number and date. Cupertino, CA Tyler Technologies, Inc. Page | 48 Earning/Deduction Hist.  Up to 7 years, additional years must be quoted. Earning and deduction history broken down my individual codes (earnings and deduction) and amounts per pay period, the detail of these lines, sums the check history in opt 4. Personnel Action History  A variety of Personnel actions, such as job or salary changes and dates these events occurred.  Up to 7 years Certifications  Certification area and certification type codes, certification number and effective date, expiration date, and required-by date, codes for certification level and subjects Education  Codes for institution, type of degree, and area(s) of study General Billing Customer Master Files  Customer information General Billing – Recurring Invoices  General Billing Invoices that are sent on a regular basis  Header records with general information about the invoice  Detail records with line-specific information General Billing – Bills  5 years of open and closed invoices  General Ledger information so open invoices can be processed in Enterprise ERP Content Manager Core – General Billing Cupertino, CA Tyler Technologies, Inc. Page | 49 Additional Appendices Change Management Services - Enterprise General Assumptions • The Tyler Change Management Lead will assist, coach, and monitor the City Change Management Lead and Change Management activities for both Phase 1 and Phase 2. • The Project Sponsor will be engaged in Change Management activities throughout the project. • A City Change Management Lead will be assigned to the project and will develop the expertise and capacity to execute Change Management tasks throughout all phases of the project. • A City Change Management Team will be formed with representation from all impacted areas of the organization. • Change Management activities will be integrated with the Project Plan and alignment reviewed and modified regularly, as needed. • The City will identify all stakeholders impacted by the project at the start of the project. • The City will put feedback mechanisms in place. • The City will encourage invited staff to participate in surveys used for assessment and monitoring. • Lessons Learned sessions will be held at the start of each Stage, beginning with Stage 3. Roles and Responsibilities Tyler Change Management Lead • Performs a Change Management Assessment of the City and provides detailed results. • Collaborates with the City to establish an integrated Change Management Guide and related Communication strategies. • Delivers Change Management Fundamentals training to City Change Management Lead. • Delivers Change Management coaching presentations to the Sponsor, Change Management Lead, and Change Management Team. • Assists, trains, and coaches the City Change Management Lead in setting up and maintaining the Change Management Tracking Templates. • Provides training on Change Management coaching concepts and methodologies. • Builds Change Management capacity in the City to sustain Change Management activities in future phases of the project.  Assists the City with the execution of the Change Management Plan throughout the  project. City Change Management Lead • Validates users receive timely and thorough communication regarding process changes. • Provides coaching to supervisors to prepare them to support users through the project changes. • Identifies the impact areas resulting from project activities and develops a plan to address them proactively. • Identifies areas of resistance and develops a plan to reinforce the change. • Monitors post-production performance and new process adherence. Cupertino, CA Tyler Technologies, Inc. Page | 50 Change Management The following Change Management sections follow the same implementation methodology as defined in Section 6: Project Stages. Each deliverable and acceptance criteria outlined in the Change Management section therefore becomes part of the overall Project Acceptance and Acknowledgement process for each Stage. Initiate and Plan (Stage 1) N/A Assess and Define (Stage 2) 10.1.3.2.1 Organizational Change Readiness Assessment Tyler Change Management Lead will use survey tools and interviews to gather information and data to understand the scope and organizational readiness for the planned implementation of the project. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Tyler City Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Prepare CM Capacity Surveys for Analysis C R C C A Take Surveys A R R R R R R R R R R R Prepare and Deliver Assessment A R I I I I 10.1.3.2.2 Fundamentals Change Management Introduction The Tyler Change Management Lead will meet and conduct presentations to the City CM Lead, the City Sponsor, and the City CM Team. The City CM Lead will also attend a change management fundamentals training session provided by the Tyler CM Lead. These presentations and the training will form the foundation and initial Change Management capacity building for the organization. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Cupertino, CA Tyler Technologies, Inc. Page | 51 Tyler City Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Sponsor Meeting A R R A I CM Lead Meeting A R A R CM Team Meeting A R A I R 10.1.3.2.3 Change Management Plan Preparation The Tyler Change Management Lead will work with the City CM Lead to complete the Change Management Plan and tools templates. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Tyler City Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Change Management Preparation A R A R I 10.1.3.2.4 Change Management Plan Alignment The Tyler Change Management Lead will review the Change Management Section of the Implementation Plan with the City CM Lead to note any changes that have occurred which will impact the Change Management Plan. Any changes will be captured, and the Change Management and Project Plans will be updated, with any material changes following the Project Change Control process. Cupertino, CA Tyler Technologies, Inc. Page | 52 RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Tyler City Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Review Change Management Plan C A R C I A R I 10.1.3.2.5 Control Point 2: Assess & Define Stage Acceptance 10.1.3.2.6 Assess & Define Stage Deliverables Organizational Change Readiness Assessment • Objective: Determine the organizations preparedness for change activities and determine the ability of the various stakeholders impacted by the change to adopt the change and move toward the future state. • Scope: Utilize surveys, interviews, and evaluation methodologies to gauge and score the readiness for change, risk of change, and sponsor positioning for the project. • Acceptance criteria: Added to the control point for the project level Stage 2 acceptance. Fundamentals Change Management Introduction • Objective: Begin the process of developing capacity for change within the organization by helping the organization gain an understanding of Change Management concepts and the various roles utilized to assist in successful Change Management • Scope: Provide three presentations and reference documents to different audiences; 1) Sponsor, CM Lead, and the Change Management Team, as an overview of their specific roles in Change Management. • Acceptance criteria: Added to the control point for the project level Stage 2 acceptance. Change Management Plan Preparation • Objective: Change Management Plan with strategies, tactics, and best practices to address specific areas of Change Management based on the Organizational Change Readiness Assessment. • Scope: Sponsor Strategy, CM Lead Strategy, Coach Strategy, Team Leads Strategy, Communication Strategy, Resistance Management Strategy, Lessons Learned Strategy, and Project Reinforcement Strategy. Sponsor Guide with a Sponsor Messaging Template. Procedural Change Management Guide with a Process Change Tracking Template. Resistance Management Guide with a Resistance Cupertino, CA Tyler Technologies, Inc. Page | 53 Management Tracking Template. Recognition and Lessons Learned Guide with a Lessons Learned Review Template. • Acceptance criteria: Added to the control point for the project level Stage 2 acceptance. Change Management Plan Alignment • Objective: Ensure the Change Management Plan is in alignment with the Project Plan and that activities and milestones are coordinated with project activities. • Scope: Modify the Change Management or Project Plan, as required, any material changes follow the project change control process. • Acceptance criteria: Added to the control point for the project level Stage 2 acceptance. 10.1.3.2.7 Assess & Define Stage Acceptance Criteria • Sponsor Role Presentation • Change Management Lead Role Development Presentation • Change Management Team Coaching Presentation • Organizational Change Readiness Assessment • Change Management Plan • Alignment of the Change Management Plan with the Project Plan Prepare Solution (Stage 3) 10.1.3.3.1 Change Management Stage Reinforcement and Lessons Learned Review from Stage 2 A Lessons Learned Review is a process used by a team to capture the lessons learned from past successes and failures or the preceding stage of the project, with the goal of improving future performance. It is a survey of the project team to examine what worked well and what Specific Actionable Recommendations can be put in place for the next Stage of the project. Cupertino, CA Tyler Technologies, Inc. Page | 54 RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Tyler City Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Recognition of Successes I C I I R A C I C I I I Take Surveys A R C R Prepare and Deliver Results A R I I I I I 10.1.3.3.2 Change Management Coach Development Coach Development supports the current project change; but more importantly builds a capacity for change within the organization for future changes. This is a Train-the-Trainer approach whereas the Tyler Change Management Lead provides training, information, and tools for the City Change Management Lead to facilitate sessions for line Managers and Supervisors to gain an understanding of Change Management for use in the Testing and Training Stage of the project. Cupertino, CA Tyler Technologies, Inc. Page | 55 RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Tyler City Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Ensure Participation R R A R R Facilitate Sessions A A I A R R 10.1.3.3.3 Stage 3 Change Management Program Monitoring Collaboration The Tyler CM Lead will review the CM Tracking Tools with the City CM Lead to ensure they are up to date and coach the City CM Lead, Sponsor, or CM Team on any tactics, strategies, or best practices that can be utilized to increase the effectiveness of the Change Management Program. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Tyler City Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Manage CM Tracking Tools A I A R Have access to CM Tracking Tools I I I I I I I R I Cupertino, CA Tyler Technologies, Inc. Page | 56 10.1.3.3.4 Process Change Management Rollout The current state/future state analysis sessions will drive the information to be captured in the Process Change Tracking tool by functional area (important that Functional Module Leads/SMEs are involved). Major process changes will be captured by the City project team and upon completion of the Process Change Tracking tool by the Project Team, the Tyler CM Lead will coach and help design the process change rollout with City Change Management Lead. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Tyler City Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Develop Process Change Rollout I A I I I R I Communicate Process Changes through-out Testing and Training R R R R R R R R R R R R R 10.1.3.3.5 Control Point 3: Prepare Solution Stage Acceptance 10.1.3.3.6 Build and Validate Stage Deliverables Stage Reinforcement and Lessons Learned • Objective: Capture the lessons learned from past successes and failures, with the goal of improving future performance with Specific Actionable Recommendations. • Scope: Help plan and execute the Lessons Learned session. • Acceptance Criteria: Added to the control point for the project level Stage 3 acceptance. Change Management Coach Development • Objective: Train and coach the City CM Lead and provide a template presentation for the City CM Lead to build Change Management capacity in the organization, inform, and train line managers and supervisors on Change Management concepts in preparation for the Testing and Training stage of the project. • Scope: Build additional change capacity in the City CM and the organization for the remainder of the project and future change initiatives. Cupertino, CA Tyler Technologies, Inc. Page | 57 • Acceptance Criteria: Added to the control point for the project level Stage 3 acceptance. Change Management Program Monitoring • Objective: Ensure performance of the change activities by monitoring and coaching delivery of Change Management components. • Scope: Tyler CM Lead will review the tracking tools on each visit to ensure timely updates and active monitoring is occurring. Coaching and mentoring of Best Practices of the City Change Management Lead will also occur during these visits. • Acceptance Criteria: Added to the control point for the project level Stage 3 acceptance. Process Change Management Rollout • Objective: Capture significant and critical process changes and develop a plan to communicate and prepare end-users for these changes before and during end-user training. • Scope: All significant and critical process changes brought about by the implementation of the new ERP system. • Acceptance Criteria: Added to the control point for the project level Stage 3 acceptance. 10.1.3.3.7 Prepare Solution Stage Acceptance Criteria • Lessons Learned Session with Specific Actionable Recommendations Captured • Template for the Coach Presentation • Change management Program Monitoring Collaboration Visit(s) • Completed Process Change Tracking Tool Production Readiness (Stage 4) 10.1.3.4.1 Change Management Stage Reinforcement and Lessons Learned Review from Stage 3 A Lessons Learned Review is a process used by a team to capture the lessons learned from past successes and failures or the preceding stage of the project, with the goal of improving future performance. It is a survey of the project team to examine what worked well and what Specific Actionable Recommendations can be put in place for the next Stage of the project. Cupertino, CA Tyler Technologies, Inc. Page | 58 RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Tyler City Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Recognition of Successes I C I I R A C I C I I I Take Surveys A R C R Prepare and Deliver Results A R I I I I I 10.1.3.4.2 Stage 4 Change Management Program Monitoring Collaboration The Tyler CM Lead will review the CM Tracking Tools with the City CM Lead to ensure they are up to date and coach the City CM Lead, Sponsor, or CM Team on any tactics, strategies, or best practices that can be utilized to increase the effectiveness of the Change Management Program. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Tyler City Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Manage CM Tracking Tools A I A R Have access to CM Tracking Tools I I I I I I I R I Cupertino, CA Tyler Technologies, Inc. Page | 59 10.1.3.4.3 Change Management Go-Live Plan The Tyler CM Lead will work with the Client CM Lead, CM Team, and Project Team to develop and execute a plan to ensure all affected Departments are made aware of the upcoming go-live and activities following go- live. This will include communications (for example: posters, email blasts, countdown clock, Departmental briefings, etc.…), as well as capturing and funneling feedback to the Project Team for any rapid resistance management response needed, Sponsor messaging, and achievement celebrations. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Tyler City Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Develop Communication Elements C R I I I C I R R Deliver Communication Elements C C I R A C I R I I I I I R Capture Feedback and Mitigate Resistance I C R R I A R R R R I I I R 10.1.3.4.4 Control Point 4: Production Readiness Production Readiness Stage Deliverables Stage Reinforcement and Lessons Learned • Objective: Capture the lessons learned from past successes and failures, with the goal of improving future performance with Specific Actionable Recommendations. • Scope: Help plan and execute the Lessons Learned session. • Acceptance Criteria: Added to the control point for the project level Stage 4 acceptance. Change Management Program Monitoring • Objective: Ensure performance of the change activities by monitoring and coaching delivery of Change Management components. Cupertino, CA Tyler Technologies, Inc. Page | 60 • Scope: Tyler CM Lead will review the tracking tools on each visit to ensure timely updates and active monitoring is occurring. Coaching and mentoring of Best Practices of the City Change Management Lead will also occur during these visits. • Acceptance Criteria: Added to the control point for the project level Stage 4 acceptance. Change Management Go-Live Process • Objective: Communicate the schedule of the cutover from the current system and state to the new system and future state, including new processes and mitigation of any resistance. • Scope: All impacted users. • Acceptance Criteria: Added to the control point for the project level Stage 4 acceptance. Production Readiness Stage Acceptance Criteria • Lessons Learned Session with Specific Actionable Recommendations Captured • Change management Program Monitoring Collaboration Visit(s) • Completed Cutover Communications Production (Stage 5) 10.1.3.5.1 Change Management Stage Reinforcement and Lessons Learned Review from Stage 4 A Lessons Learned Review is a process used by a team to capture the lessons learned from past successes and failures or the preceding stage of the project, with the goal of improving future performance. It is a survey of the project team to examine what worked well and what Specific Actionable Recommendations can be put in place for the next Stage of the project. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Tyler City Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Recognition of Successes I C I I R A C I C I I I Take Surveys A R C R Prepare and Deliver Results A R I I I I I Cupertino, CA Tyler Technologies, Inc. Page | 61 10.1.3.5.2 Stage 5: Change Management Program Reinforcement The Tyler CM Lead will review the CM Tracking Tools with the City CM Lead to ensure they are up to date and coach the City CM Lead, Sponsor, or CM Team on any tactics, strategies, or best practices that can be utilized to increase the effectiveness of the Change Management Program. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Tyler City Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Manage CM Tracking Tools A I A R Have access to CM Tracking Tools I I I I I I I R I 10.1.3.5.3 Control Point 5: Production Production Stage Deliverables Stage Reinforcement and Lessons Learned • Objective: Capture the lessons learned from past successes and failures, with the goal of improving future performance with Specific Actionable Recommendations. • Scope: Help plan and execute the Lessons Learned session. • Acceptance Criteria: Added to the control point for the project level Stage 5 acceptance. Change Management Program Reinforcement • Objective: Ensure sustained utilization, adoption, and proficiency by monitoring compliance of procedural changes and continue to build Change Management capacity within the organization. • Scope: Tyler CM Lead will review the tracking tools on each visit to ensure timely updates and active monitoring is occurring. Coaching and mentoring of Best Practices of the City Change Management Lead will also occur during these visits. • Acceptance Criteria: Added to the control point for the project level Stage 5 acceptance. Production Stage Acceptance Criteria • Lessons Learned Session with Specific Actionable Recommendations Captured Cupertino, CA Tyler Technologies, Inc. Page | 62 • Change management Program Reinforcement Visit(s) Close (Stage 6) 10.1.3.6.1 Change Management Stage Reinforcement and Lessons Learned Review from Stage 5 A Lessons Learned Review is a process used by a team to capture the lessons learned from past successes and failures or the preceding stage of the project, with the goal of improving future performance. It is a survey of the project team to examine what worked well and what Specific Actionable Recommendations can be put in place for the next Stage of the project. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Tyler City Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Recognition of Successes I C I I R A C I C I I I Take Surveys A R C R Prepare and Deliver Results A R I I I I I 10.1.3.6.2 Change Management Program Transition (End of Phase 1 of the Project) The Tyler CM Lead transitions all monitoring and review of CM tracking tools from the project to the City CM Lead. The Tyler CM Lead ensures the City CM Lead has all the tools, presentations, and guides. The City should have adequate organizational change management capacity to continue monitoring the adoption of the new system and create a CM Program for use in future project phases or change initiatives. RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Tyler City Cupertino, CA Tyler Technologies, Inc. Page | 63 Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Ch a n g e M a n a g e m e n t L e a d Im p l e m e n t a t i o n C o n s u l t a n t Da t a C o n v e r s i o n E x p e r t s Fo r m s & R e p o r t s E x p e r t s Mo d i f i c a t i o n P r o g r a m m e r s Te c h n i c a l S u p p o r t Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d Po w e r U s e r s De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Pr o j e c t T o o l s e t C o o r d i n a t o r Ch a n g e M a n a g e m e n t T e a m Ensure City has all CM tools, presentations, and guides. A R A R I 10.1.3.6.3 Control Point 6: Close Close Stage Deliverables Stage Reinforcement and Lessons Learned • Objective: Capture the lessons learned from past successes and failures, with the goal of improving future performance with Specific Actionable Recommendations. • Scope: Help plan and execute the Lessons Learned session. • Acceptance Criteria: Added to the control point for the project level Stage 6 acceptance. Change Management Program Transition • Objective: Transition execution of all Change Management tasks to the City CM Lead. • Scope: Tyler CM Lead provides all tools, guides, and presentations from Phase 1 for the City CM Lead to use in subsequent project Phases or other change initiatives for the organization. • Acceptance Criteria: Added to the control point for the project level Stage 6 acceptance. Close Stage Acceptance Criteria • Lessons Learned Session with Specific Actionable Recommendations Captured • All CM tools, guides, and presentations Cupertino, CA Tyler Technologies, Inc. Page | 64 Tyler and Client Work Split Assumptions Increased Work Split Hours Additional hours were purchased in this contract to increase the work split from the standard 30% Tyler work effort to a 40% work effort. Clients have different needs and there are different ways the allocation of these hours can benefit the project. We will work with the client project manager during the planning sessions and project plan development to determine the best use of these hours. Common areas additional hours are used are: • Configuration o Setting and Code configuration o Security and Workflow Building • Data Conversion o Conversion Mapping o Conversion Proofing o Conversion Testing o Imports in lieu of conversion  Formatting files  Building custom templates  Testing imports/Data validation • Training/Documentation o Additional repeat process training o Post Live Assistance  Bank Reconciliation assistance for additional months  Month-end assistance for additional months  Year-end assistance for multiple years  W-2/1099 processing for multiple years o Job aides/quick reference guides o End user training documentation • Testing o Additional parallel processing o Test script building o Integration Testing  Import/Export template building  Import testing  Process validation/documentation All clients have unique needs on a project. By defining the use of these hours during project planning, we have the flexibility to determine the greatest needs of your organization and plan accordingly. At any point in the project, we can revisit the use of these hours and adjust content as needed to support the success of the project. Cupertino, CA Tyler Technologies, Inc. Page | 65 Enterprise ERP Standard 3rd Party Data Exchange & Application Programming Interfaces Planning An Integration is a real-time or automated exchange of data between two systems. Standard Data Exchange tools are available to fulfill Integrations with external systems by allowing clients to get data in and out of the Tyler system. Data exchange tools can take the form of Imports and Exports, and Application Programming Interfaces (APIs)*. APIs may require additional licensing and may have some restrictions on use. Please refer to your licensing agreement for further information. Imports and Exports The City and Tyler project manager(s) will work together to define/confirm which Imports and Exports are needed (if not outlined in the Agreement). Tyler will provide an Excel or ASCII file layouts for each Standard Data Exchange. APIs* Additional API licensing and data sharing agreements are required for integration with third-party applications. If APIs have been purchased, Tyler may provide integration assistance to understand API services and provide necessary support to complete the integration of Tyler software to the City internal applications. Tyler will not provide any hands-on development unless expressly specified in the Agreement. It is Tyler’s responsibility to ensure the API services operate correctly. It is the Client’s responsibility to fulfill integrations using Tyler’s API services and ensure operation of the third-party API services. STAGE 2 Current & Future State Analysis - Data Exchange Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( S M E s ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Review Standard or contracted Data Exchanges A R I I C C I C Define or confirm needed Data Exchanges I C C C A C C R Cupertino, CA Tyler Technologies, Inc. Page | 66 Validation Tyler provides training on Data Exchange(s) (for both Import and Export, and APIs*) and the City tests each Data Exchange. STAGE 3 Process Refinement – Data Exchange Validation Tyler City RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed Ex e c u t i v e M a n a g e r Im p l e m e n t a t i o n M a n a g e r Pr o j e c t M a n a g e r Im p l e m e n t a t i o n C o n s u l t a n t Da t a E x p e r t s Mo d i f i c a t i o n S e r v i c e s Te c h n i c a l S e r v i c e s Cl i e n t S e r v i c e s Ex e c u t i v e S p o n s o r St e e r i n g C o m m i t t e e Pr o j e c t M a n a g e r Fu n c t i o n a l L e a d s Ch a n g e M a n a g e m e n t L e a d s Su b j e c t M a t t e r E x p e r t s ( S M E s ) De p a r t m e n t H e a d s En d U s e r s Te c h n i c a l L e a d s Train standard or contracted Data Exchange(s) processing in Tyler software A R I I C I I C Coordinate 3rd Party Data Exchange activities I I I I A C C R Test all Standard 3rd party Data Exchange(s) I I I I A C R C * API services, available thru Enterprise ERP OpenAPI Toolkits and Connectors, are not part of the core Enterprise ERP applications and are only applicable if included in the license agreement. Cupertino, CA Tyler Technologies, Inc. Page | 67 This work package is not applicable. Cupertino, CA Tyler Technologies, Inc. Page | 68 Project Timeline ERP Project Timeline The Project Timeline establishes a target start and end date for each Phase of the Project. The timeline needs to account for resource availability, business goals, size and complexity of the Project, and task duration requirements. These will be reviewed and adjusted, if needed, during the Initiate and Plan Stage. Refer to the Project Stages section of this SOW for information on work packages associated with each stage of the implementation. The following dates may be revised based on the date the Agreement is signed and further refined during the course of the project. Tyler requires up to forty-five (45) days to move from Agreement signing to the Initiate & Plan Stage. Phase Functional Area(s) Modules Duration 1a Financials • Accounting • Accounts Payable • Assets Mobile • Budgeting • Capital Assets • Cash Management • Contract Management • eProcurement • Project & Grant Accounting • Purchasing • Accounts Receivable • General Billing • ACFR Statement Builder 12 months or as defined in the Project Plan and mutually agreed upon System Wide • Enterprise Analytics & Reporting w Executive Insights • Enterprise Forms • Content Manager Core includes Onboarding Included in Phase 1 Cupertino, CA Tyler Technologies, Inc. Page | 69 1b Post Live Support • Post Live Support 3 months 2a Human Resources Management • Payroll with Employee Access • Human Resources & Talent Management • Time & Attendance with Mobile Access • Employee Expense Reimbursement 12 months or as defined in the Project Plan and mutually agreed upon 2b Post Live Support • Post Live Support 3 months This work package is not applicable. Q-146027 STATEMENT OF WORK PURPOSE The purpose of this Statement of Work is to describe the scope and deliverables for the implementation of the Cornerstone product implementation. The implementation follows a shared, client-empowered model, Cornerstone will configure and validate in-scope capabilities in collaboration with the client to meet the agreed design specifications. The client will complete required configuration activities, training, and item creation to ensure internal ownership. Production replication and go-live readiness will be performed as part of the agreed Launch activities, with responsibility shared based on each party’s assigned tasks and knowledge-transfer outcomes. ESTIMATED TIMELINE The table below provides estimated timeframes for each project phase. These durations are approximate and may vary based on Client requirements. Phases may overlap, and timelines may shift depending on the Client’s internal processes. The overall project lifecycle is estimated at 8 to 12 weeks, followed by an additional 2 weeks of hypercare after each module launch. This timeline may repeat for each additional module. Please note that estimated phase durations may extend with the purchase of Advisory Service engagements. Phase Estimated Duration Cornerstone Resources project dependent Client Resources Plan 1 Week • Project Manager • Business Consultant • Technical Consultant • Project Manager • Business Process Owners • Technical Resources • System Administrators Advise 2 - 3 Weeks • Project Manager • Business Consultant • Technical Consultant • Project Manager • Business Process Owners • Technical Resources • System Administrators Design 2 - 4 Weeks • Project Manager • Business Consultant • Technical Consultant • Project Manager • Business Process Owners • Technical Resources • System Administrators UAT 2 - 3 Weeks • Project Manager • Business Consultant • Technical Consultant • Project Manager • Business Process Owners • Technical Resources • System Administrators Launch 1 Week • Project Manager • Business Consultant • Technical Consultant • Project Manager • Business Process Owners • Technical Resources • System Administrators Hypercare 2 Weeks • Project Manager • Business Consultant • Technical Consultant • Project Manager • Business Process Owners • Technical Resources • System Administrators * The durations outlined are estimates based on the anticipated scope and requirements. The actual project duration will be mutually agreed upon during the planning phase. IMPLEMENTATION SERVICES The Scope of Services outlined below provides a detailed breakdown of the key components of the Implementation Services, along with the corresponding deliverables to be provided by both Cornerstone and the Client. These Implementation Services and associated phases will be repeated for each product included in scope. Q-146027 Phase Cornerstone Deliverables Client Deliverables Plan • Project initiation call with Client; confirm project scope with Client • Document minimum Go-Live requirements • Provide recommended training • Review expectations, project parameters, targeted validation testing dates, scheduled go-live ready date • Create meeting schedule for project lifecycle • Schedule kickoff meeting • Schedule and lead technical kickoff call(s) when applicable • Complete remote kick-off meeting • Complete remote technical kick-off meeting • Provide Client discovery questionnaire(s) • Define/Assemble Project Team needed to support implementation • Project Planning & Logistics • Define measures of project success • Confirm meeting schedule • Take online training as needed • Participates in remote kick-off meeting • Attend technical project kickoff calls Advise • Complete Advisory Workshop(s) if in scope • Prepare baseline configuration of the Pilot portal based upon Client response to discovery questionnaire • Deliver technical documentation (data design documents and templates) • Schedule and lead Organizational Unit Workshop • Deliver User Acceptance Testing templates scripts • Continue recommended administrator training • Complete and return discovery questionnaire • Provide branding and marketing collateral • Provide processes applicable to the current implementation project functionality, including, but not limited to, process maps, supporting forms, approval workflows, external training requirements, use case scenarios, and any additional documentation. • Attend remote sessions • Complete design specifications for technical projects if in scope. Design • Lead design sessions to review and guide Client through application best practices and scenarios • Begin work on integrations as determined in the project plan • Scope of configuration will be limited to the following products based on Client use case and current features and functions: Core • Review Organization Units and Custom Fields • Review Core preferences, password preferences, display preferences, custom log in page, group preferences, feature activation, security health check and email administration • Configure and Review navigation tabs and links • Review and configure landing page • Review and configure user profile Skills & Capabilities • Provide overview of Skills • One (1) Capability Model • One (1) Custom Skill • One (1) People Matrix Cornerstone Learn Configure Learning Management: • One (1) instructor-led training example • One (1) Level 1 evaluation • One (1) curriculum • One (1) material • One (1) video • One (1) standard learning assignment • One (1) dynamic learning assignment • One (1) dynamic recurring learning assignment • One (1) test • One (1) training request form • One (1) approval workflow • One (1) People Matrix with Training • Review Content Uploader • Complete administrator training as prescribed in the training plan • Attend configuration and design remote sessions • Create customized acceptance test scripts • Complete configuration of remaining features and functions for the following modules, based on outcomes from the design sessions, and finalize setup within the live portal: Core • Global Configurations – emails triggers, security roles, welcome page/landing page, and general preferences • Language translations, as necessary • Configuration of additional Client security roles Skills & Capabilities • Configure remaining skills, capabilities, people matrix, and preferences Cornerstone Learn Learning Management o Load eLearning course content and materials o Load all required documents including curriculums, test and evaluations, Instructor Led Training events and sessions, instructors, facilities, and certifications o Test content launching, tracking, and completion Certification Module • Finalize configuration of remaining certifications • Set up email triggers • Configure Certificates • Complete any remaining preferences required to support ongoing certification builds Performance Module o Goals  Create goals o Performance Reviews  Create sections, questions, competencies, competency models rating scales, review tasks, groups o Check-ins Q-146027 • Review Course Catalog including but not limited to recurrence, availability, training equivalence, custom approval workflows, custom completions approvals, prerequisites, and training exemptions. • Review learning preferences including but not limited to: Learner Home, External Training, Feature Activation, ILT, Learning Assignment Tool, Training Completion Page and Training Completion Signatures • Review relevant email triggers and email digest Certification Module • Platform preferences, email triggers • Review and configure one (1) Certification, fixed date certification, relative certification, and relative with rolling period certification. • Example Families and Categories • Example Certificate • Example Transcript Issues • Example Versioning Performance Module • Set platform preferences and configure the following: Goals • Create one (1) performance review • Create one (1) category • Create one (1) goal • Create one (1) goal library • Review goal preferences • Review goal configuration Reviews • Review and configure default rating scales • Review and configure the printable performance review • Review and configure performance form sections to accommodate baseline Client use case • Create one (1) standard review task with applicable performance review form sections • Create one (1) off-cycle review task with applicable performance review form sections • Review and discuss the performance review task detail administrator page • Review and configure Feedback Preferences Check-Ins • Create one (1) check-in template • Review and discuss check-in settings Development Plans • Review and configure activity types, objective categories, plan category and custom fields • Review and configure development plan preferences • Create one (1) development plan template Competency Management • Review and configure one (1) competency • Review and configure one (1) competency model • Review and configure one (1) competency section and competency assessment, if applicable in performance form sections • Review and configure one (1) competency task Observation Checklists • Review and discuss observation checklists. Detail the different use case for ad-hoc, standard, recurring, and checklist as a learning object, if applicable • Review and configure one (1) competency • Review and configure one (1) competency model • Review and configure one (1) observation checklist • Review and discuss validating checklist, including detail use case for notes, co-planners, electronic signatures, and validation methods.  Set check-ins settings, create templates, customize homepage o Feedback  Configure the universal profile, snapshot, badges  Engage  Create questions, response scales, surveys, campaigns o View  Create test data and lists o Career Center  Create career center preferences and data for resumes, questions, and location bank Development Plans o Create development plan templates, custom fields o Competency Management o Create competencies, competency models, rating scales Observation Checklists o Create competencies, competency models, rating scales, observation checklists Q-146027 UAT • If needed, perform a copy over from Pilot to Stage before the Live to Pilot copy down to preserve existing configurations • Execute copy down from Live to Pilot to ensure all configurations are in place prior to the commencement of UAT. • Discuss User Acceptance Testing including test scripts and participants • Schedule daily User Acceptance Testing touch base calls • Solidify configuration with Client in preparation for User Acceptance Testing in pilot • Daily User Acceptance Testing touch base to review open testing issues with Client • Triage (categorize and prioritize) reported issues and address prior to go-live • Support Client during testing and validation • Facilitate in scope technical project testing • Attend follow-up remote sessions • Attend User Acceptance Testing prep meetings • Create and complete user acceptance test scripts • Populate specific test data such as tasks and users • Create and complete Client-specific testing template • Attend all User Acceptance Testing calls • Review UAT feedback with Implementation team • Make corrections or configuration changes based on UAT findings in Pilot and Live portal • Test system interfaces and integrations end-to-end Launch • Obtain named care admins from Client • Close out any open issues/items for Go Live • Client Go-Live • Discuss post live survey with Client • Schedule and execute final Historical Data Loads • Complete any needed retesting • Make corrections or configuration changes in Pilot and Live portal • Complete any change management actives to support launch • Client Go-Live Hypercare • Up to 8 hours of post go live support • Reviews project log daily and triages, investigates and identifies resolution path for each item and records in the project log • Conducts 3 x 30min remote sessions per calendar week (up to 3hrs) to discuss newly reported and closed items with Client • Conduct project close out • Records and reports items for review in project log • Actively participates in 3 x 30min remote sessions per calendar week (up to 3hrs) to discuss newly report and closed items with Implementation Consultant and then takes further action as needed • Submits any needed cases to Global Client Support Additional Services Consulting – Edge Import Brief Summary Cornerstone Extend Import enables customers to manage their data loads in a self-service manner. Cornerstone Extend Import supports the ability to map, validate, and load data into their Cornerstone application using flat files for the following data sets: • Capabilities Loads and Feeds • Compensation Loads and Feeds • Employee Loads and Feeds • Group Loads and Feeds • Learning Loads and Feeds • Organizational Unit (OU) Loads and Feeds • Performance Loads and Feeds • Recruiting Loads Tasks • Cornerstone: Enable Cornerstone Extend Import in client portals • Cornerstone: Lead the client in a design workshop to review the data feed design process and supports the design decision process of the client • Client: Prepares files for load • Cornerstone: Guides client on loading files into the Pilot Portal • Client: Reviews and corrects any errors detected in the load process • Client: Reviews and approves data load on Pilot • Client: Loads data to Live using Cornerstone Extend Import tool Assumptions • Utilizes Cornerstone standard Data feed specifications as designed for the Cornerstone Extend Import tool. Q-146027 Consulting – Edge Import • Client has the ability to extract and transform source data to the Design Specifications format. • Client has the ability to configure file transfers of data to Cornerstone Cornerstone Extend: Marketplace Integration Consulting Brief Summary This project represents Consulting Services towards consulting and validation of Cornerstone Extend Marketplace Integration purchased by client. Pre-Requisites • Access to Cornerstone application with admin credentials • Access to Vendor credentials required for the integration configuration Tasks • Cornerstone: Lead the discussion to review integration overview, functional & technical decisions with the client admin • Client: Complete all vendor administrative configuration and enablement steps (if applicable) • Cornerstone: Assist client admin with configuration & enablement steps of the Cornerstone Extend integration in Pilot/Stage instance. • Client: Review and test the integration in Pilot or Stage instance • Cornerstone: Assist client admin with configuration & enablement for integration in Production • Client: Review and signoff on functionality in Production Assumptions • Vendor account fees and admin privileges are the responsibility of the Client • Vendor account configurations are responsibility of the Client • Cornerstone Extend Integrations are productized and fixed scope integrations which have clearly defined features & functionality designed in mutual agreement with the product Vendor. • The features & functionalities are documented in the Getting Started Guides available within Cornerstone Online Help. • Any requested changes or modifications to Cornerstone Extend Marketplace integrations are subject to the review/discretion of the Cornerstone product development team in conjunction with the Vendor. • Except where otherwise stated or agreed by the parties, Cornerstone’s obligation to perform an Implementation-related Service expires at the earlier of: (i) acceptance of the Service by Client; (ii) if Client does not commence the project, one year from the purchase date; or (iii) if Client commences the project but subsequently does not proceed with the project, six (6) months from the date Client ceased working on the project. Inbound Data Feed – User/Organizational Unit (IDF User/OU) Brief Summary Integration with Client’s system enabling automated population of Learning Management data via a scheduled Inbound Data Feed (IDF) of the following data sets: • Course completion data to user transcript record (SA to specify which LO types are being included) Tasks • Cornerstone: Provide Client with the Cornerstone standard Inbound Data Feed design document and template • Cornerstone: Lead Client in design decisions and support the functional decisions of the Client • Cornerstone: Create IDF design document for Client • Client: Sign off on IDF design document • Client: Extract data from legacy source system in format defined by design document • Client: Transfer files to pilot FTP folder • Cornerstone: Schedule IDF to run in pilot portal on a regular basis to allow testing by Client • Cornerstone: Email the pilot IDF log file to identify load errors, after each load attempt • Client: Review, update, and sign off the IDF in pilot • Client: Transfer files to live FTP folder • Cornerstone: Schedule and automate IDF in live portal • Cornerstone: Email the live IDF log file to identify load errors, after each load attempt • Client: Review, update, and sign off on the IDF User/OU process in live portal Assumptions • Learning content as required is loaded into Cornerstone prior to and separate from this transcript feed process; Design may also account for a transcript record with no corresponding link to real content in Cornerstone (e.g., a reporting only record) • Client utilizes Cornerstone standard IDF design document and template for all data types Q-146027 Inbound Data Feed – User/Organizational Unit (IDF User/OU) • Client is responsible for uniquely identifying records across all data types • All data records referencing user data does so by user’s unique identifier value (UserID) • Client has skilled software resources that can extract data from source systems and transform data to the format(s) defined by the approved IDF design document • Client will perform all data file consolidations necessary and provide data files in formats defined in the approved IDF User/OU design document. All mandatory data fields must be populated for all records. • Client is responsible for properly validating IDF and identifying any errors prior to signing off on feed in live portal • Client acknowledges that once the design document is approved, any changes or modifications to the work, scope, or the feed will require creation of a change request document. Change requests are reviewed and could result in additional charges to Client • Any changes following Client signoff will require a work order or SOW submission Outbound Data Feed – User (ODFU) Brief Summary A scheduled Outbound Data Feed (ODF) to Client FTP account (on Cornerstone’s FTP server) of the following data sets: • User profile data Tasks • Cornerstone: Provide Client with the Cornerstone standard ODF design document template • Cornerstone: Lead Client in ODF workshops to review data process and support the functional decisions of the Client • Cornerstone: Create ODF design document for Client • Client: Sign-off on ODF design document • Cornerstone: Schedules ODF to run in pilot portal on a regular basis to allow testing by Client • Client: Process data file from FTP server into target system • Client: Review and identify any errors detected in the ODF process • Cornerstone: Produce corrected files as necessary in pilot portal (up-to 3 iterations per data type) • Client: Review and approve ODF in pilot portal • Cornerstone: Schedule and automate ODF in live portal based on Client’s request Assumptions • Utilizes Cornerstone standard ODF design document template • Cornerstone and Client will validate/iterate the data file(s) up to 3 times • 3-iterations of exports are for the purposes of correcting errors and all 3 may not be required • Client has skilled software resources that can process data into target system and target system can accept data • Client will perform all data file parsing, if necessary, to distribute data to multiple target systems • Client is responsible for properly validating ODF and identifying any errors prior to signing-off on feed in live portal • Client acknowledges that once the design document is approved, any changes or modifications to the work scope or the feed will require creation of a change request document. Change requests are reviewed and could result in additional charges to Client • Any changes following Client sign-off will require a Work Order or SOW submission Post-implementation Consulting Support Brief Summary Cornerstone will provide up to 8 hours of Implementation Consulting support after completion of the module implementation. The Post-implementation Consulting Support will be delivered entirely remotely via pre-scheduled web meetings and over two calendar weeks, and is intended to provide Clients with rapid response to issues experienced in the days immediately following completion of implementation. Tasks • Client: Records and reports items for review in project log • Cornerstone: Implementation Consultant reviews project log daily and triages, investigates and identifies resolution path for each item and records in the project log (up to 5hrs) • Cornerstone: Implementation Consultant conducts 3 x 30min remote sessions per calendar week (up to 3hrs) to discuss newly reported and closed items with Client • Client: Actively participates in 3 x 30min remote sessions per calendar week (up to 3hrs) to discuss newly report and closed items with Implementation Consultant and then takes further action as needed Assumptions Q-146027 Post-implementation Consulting Support • The post-implementation consulting support will be consumed after completion of the scheduled module implementation and at mutually agreeable dates and times • Consumption of the post-implementation consulting support service is linked with the module implementation and so consideration should be given to aligning this with the selection of module implementation slots in the published timetable • The Client will make available up to two representatives available for the remote sessions. Representatives should be the nominated participants of the module implementation • The post-implementation consulting support sessions are intended as an opportunity to verbally communicate on items recorded in the project log. There are no deliverables following the session. For example CSOD will not amend the configuration of update documented processes, training guides etc. on behalf of the Client • This is in addition to the Intensive Go Live support provided by Cornerstone Client Success Management and ongoing help provided by Global Product Support teams. Pre-implementation Process Workshop Brief Summary Cornerstone will provide up to 8 hours of process review work based on Clients documented process, to align the Client to CSOD best practice process and Points of View (POV), and to call-out any variations in their ‘to be’ process. Tasks • Pre-workshop (up to 2hrs): CSOD consultant conducts review of Clients ‘to be’ process documentation, and preparation for workshop • Workshop (up to 6hrs): CSOD conducts Client walk through of the ‘to be’ process maps for priority/primary user community and contrast to key features/functions with Clients representatives Assumptions • The pre-implementation process workshop will be completed prior to the start of the scheduled module implementation and at mutually agreeable dates(s) and time(s) • The pre-implementation process workshop will cover the single module to be implemented for the priority/primary user community • Selection of module implementation slots in the published timetable should consider the dependency of the preimplementation process workshop • Client will make up to four (4) representatives (typically Subject Matter Experts/Process Owners/System Administrators) available to actively participate in the Workshop sessions. Representatives should be empowered to make lasting real-time decisions on behalf of the Client. Two of the representatives should be the nominated participants for the module implementation • The pre-implementation process workshop will be conducted entirely remotely via web meetings, or a mix of remotely and visit to Client premises. If delivered entirely remotely the workshop will be split into 3 x 2hr web meetings. If a mix, then the pre-workshop activity will be remote and the workshop will be delivered in a single visit • All travel related expenses for on-site visits/activities are the responsibility of the Client • The pre-implementation process workshop is intended as an opportunity to verbally communicate and align ahead of the module implementation. There are no deliverables following the workshop. For example, CSOD will not document new processes etc. on behalf of the Client Project Manager Brief Summary The Project Manager manages the successful delivery of the Project, from the initial onset through to final closure for the Project. The Project Manager works in partnership with joint project teams and is focused on aligning and executing to the project schedule, managing tasks, scope and budget. Project Manager hours are included as a fixed fee service. The Project Manager will partner with the Customer Project Manager to ensure effective allocation of these services during the project. Hours and pushed timeline beyond the allocated, planned amount and schedule will require a change order and may result in additional expense. Cornerstone Tasks • Works with the customer Project Team to create a tailored Project Plan as per the scope of the Project Statement of Work. • Cornerstone “owns” the Project Plan, all updated statuses, and is responsible for engaging and coordinating with the customer project manager for updates and adherence. • Manages and coordinates all involved Cornerstone personnel/resources. • Serves as the initial escalation lead for all critical issues. • Conducts joint bi-weekly Status Meetings • Provides bi-weekly status report • Responsible for Backlog, Issue and Risk Management Q-146027 Project Manager • Review and confirm all planned activities as part of Ready for Launch, the Project Manager aligns to Cornerstone’s implementation methodology and leading practices. • If needed, activities including cutover planning and scheduling, of all Cornerstone personnel/resources is the overall responsibility of the Cornerstone Project Manager. • Responsible for the coordination of the transition to Support and/or Customer Success if those services are included in the Statement of Work. • Facilitates the request for survey responses, and reviews survey feedback following delivery of services provided by Cornerstone as described in this Statement of Work. Assumptions • Project Management will be delivered remotely except for any specific activities described as ‘on-site’ in this Statement of Work. • Project documentation and reporting will be based on Cornerstone’s toolkits and templates (such as project plan). • A change in project related documents, formats or tools may result in a Change Order for purchase of additional hours. • Customer will assign a Project Manager to coordinate customer’s resources and deliverables. Single Sign On (SSO) – AES Encrypted, SAML 1.1, or SAML 2.0 Brief Summary Cornerstone to provide support on one of the following Single Sign On (SSO) integration from and outsider portal to Client’s Cornerstone Portal: • AES Encrypted • SAML 1.1 • SAML 2.0 Tasks • Cornerstone: Provide Client with the Cornerstone SSO Technical Documentation • Cornerstone: Lead the Client in SSO workshops to review SSO process and support the functional decisions of the Client • AES Encrypted Single Sign On (SSO) • Cornerstone: Provide sample code for Pilot Portal and Live Portal to deploy the AES SSO • Cornerstone: Provide the AES end point URLs to the Client • Client: Populate, encrypt and post the token as per Cornerstone requirements • Client: Deploy, test and sign off the AES Encrypted SSO in Pilot Portal • Client: Deploy, test and sign off the AES Encrypted SSO in Live Portal • SAML V 1.1 OR SAML 2.0 Single Sign On (SSO) • Client: Provide: ° Base64 encoded – X.509 public Certificate (.crt, .cer) ° Base64 encoded sample SAML Response Assertion (.txt) • Cornerstone: Configure Client’s Pilot Portal with SSO SAML 1.1 OR 2.0 • Client: Review and sign off on SSO SAML 1.1 OR 2.0 in Pilot Portal • Cornerstone: Configure Client’s Live Portal with SSO SAML 1.1 OR 2.0 • Client: Review and sign off on SSO SAML 1.1 OR 2.0 in Live Portal Assumptions • Client utilizes Cornerstone standard SSO Design Specifications and complies to Cornerstone requirements to integrate AES Encrypted SSO, SAML 1.1 SSO, or SAML 2.0 SSO only. • Any other type of Single Sign On Solution Integration other than the above mentioned items is outside the scope of this project and considered a custom Single Sign On Solution. Client is responsible to make sure User Identification values (UserID, Username OR Email address) are unique and matching existing users in the CSOD portal • AES Encrypted Single Sign On (SSO) • Client has skilled software resources (Java or .Net programming) available who can establish an AES Encrypted SSO protocol and configure authentication to support CSOD’s AES Encrypted SSO • Client has skilled software resources available who can establish an SSO SAML protocol and configure authentication to support Cornerstone‘s SSO SAML V1.1 OR 2.0 Single Sign On (SSO) • Client will transfer the Assertion and Certification files to Cornerstone as per Cornerstone requirements defined on design specification document and will only transfer them through FTP folder (not email) • The assertion is signed using an X.509 certificate, sha1RSA algorithm and is Base64 encoded • Client acknowledges that once the design document is approved, any changes or modifications to the work scope will require creation of a Change Request document. Change requests are reviewed and could result in additional charges to the Client • Any changes following Client signoff will require a Work Order or SOW submission Q-146027 CHANGE CONTROL The agreed scope will be implemented according to the Project Plan, which will be agreed with the Client in the Plan phase. Any changes to the signed off Design Plan will be managed by the change control process. The Design Plan may be extended by length, and additional fees may be incurred. Changes include: • Additional requirements. • Delayed completion of tasks according to the Implementation Plan. • Rescheduling of meetings which delays the go live date. • Incomplete tasks due to resources or skills. • Agreed date changes based on business needs. • Requests for additional services will also require a change order to this Statement of Work. Client delays to the project timelines stated above will require a change order to this Statement of Work. Delays due to Cornerstone teams shall not trigger any additional costs for the Client. Documenting such changes and the pricing impact to the original project scope and costs will be managed and agreed between Cornerstone and Client. Work will not commence until respective Change Requests are completed, approved, and funded (where necessary), by Cornerstone and the Client. The Client will not unreasonably withhold agreement to such change orders. TIMELINE AND DELIVERY Project resources will be assigned within 15 business days from the order's effective date or start date, whichever is later. If the order start date is more than 15 business days after the effective date, project resources will be assigned on the start date unless otherwise specified in the special terms. Project resource assignment does not mean the project has kicked off. The official kick-off date will be mutually agreed upon, after resource assignment. Services will be performed remotely by Cornerstone unless otherwise expressly stated as on-site within this Agreement. The Services will be delivered for the flat fee(s) specified below, with additional reimbursement for any pre-approved travel expenses mutually agreed upon in advance for on-site activities. Some or all of this project may be delivered by consultants located within an India-based Cornerstone office. All Cornerstone resources will adhere to the working hours of the Client’s time zone. Project Components Investments Implementation Services Learning Implementation - Small Enterprise SVCSIMP0120 Included Performance Implementation - Small Enterprise SVCSIMP0122 Included Consulting - Single Sign On - Standard (SSO) Connector SVCSBUS0135 Included Consulting - Cornerstone Extend Import SVCSBUS0161 Included Consulting - Inbound Data Feed - OU/Users (IDF) Connector SVCSBUS0121 Included Consulting - Outbound Data Feed - User Connector SVCSBUS0133 Included GTS - Inbound Data Feed - OU/Users (IDF) Connector SVCSDNS1005 Included Outbound Data Feed - User Connector - GTS SVCSDNS1017 Included Pre-Implementation Process Workshop SVCSBUS0147 Included Post-implementation Consulting Support SVCSBUS0146 Included Project Manager SVCSBUS0035 Included Cornerstone Extend Marketplace Integration Consulting SVCSEDG0075 Included Certification Management Implementation - Small Enterprise SVCSIMP0136 Included Q-146027 Total Service Investment $0.00 The end of the Implementation Services is defined as the completion of the above Cornerstone deliverables as outlined within the Statement of Work. Acceptance of the deliverables will be in accordance with the Agreement. ASSUMPTIONS AND CLIENT OBLIGATIONS In order for Cornerstone to provide the Services outlined in this Statement of Work, Client shall provide the necessary resources to fulfill the obligations listed below: •Select and assign knowledgeable, empowered Implementation team including the following roles, which may overlap: o Business Process Owner (Decision Makers) o Lead Cornerstone System Administrator o Project Manager of the Cornerstone Implementation o HRIS Technical Administrator (Optional, depending on data requirements and extraction capabilities) o Executive Stakeholder (Optional) •Empower team to make real-time decisions regarding configuration and business process functions during the project. •Ensure project team attendance and active participation during all phases of the Implementation project. •Client will ensure the required training has been completed prior to the start of UAT. •Formally accept (sign-off) all key deliverables and implementation services per the Agreement. •Manage Client project staffing and milestones through Cornerstone provided work plan. •Ensure completion of Client project deliverables. •Attend and participate in implementation sessions. •Provide a primary point of contact for Cornerstone during and after the implementation. •Ensure proper change management communication to end-users during implementation in preparation for rollout. •Client shall use commercially reasonable efforts to provide technical resources. Any additional integration complexity discovered during implementation shall be addressed collaboratively without automatic change orders •Cornerstone and Client agree that changes to key members of the implementation team or significant changes in business requirements or decisions, in each case by Client, that cause delays in the project timeline may require a change order to this Statement of Work. Change orders are reviewed mutually and may result in additional charges. •Only changes that materially alter scope, complexity, or effort shall require a change order. Minor clarifications or refinements within the original intent shall not. •Client shall lead User Acceptance Testing, with Cornerstone providing active support, defect remediation, and configuration corrections for all in-scope functionality prior to acceptance. •For the Learning Module, the Client will use the Cornerstone Learning Content Loader to upload online content to the portal. All Client-provided content must be compliant with SCORM v1.2, SCORM 2004, xAPI, or AICC v3.5 standards. •Any technical integration or service, historical data load, master data load, or data migration not expressly listed in this Statement of Work will be scoped as a separate work effort and is not included in the scope of this document. •Client is solely responsible for testing all content and data loaded to the Cornerstone portal, whether through one-time uploads or recurring integrations. This includes, but is not limited to, tracking functionality, data accuracy, and verification of successful upload. •Requests for application code changes are out of scope. •Additional contracts may be required to utilize third party non-Cornerstone OnDemand services and integrations (such as job board aggregation, video interview, background screening, and Cornerstone Marketplace integrations.) •For purposes of GDPR functionality: Client will ensure that all data fields related to controlling data retention processes are captured correctly on the User record e.g. Legal Entity, Termination Date, Termination Reason and Employment Status. If Client only requires a single data retention period, Client will set-up one Legal Entity Organizational Unit. Client will activate the data retention processes for that Legal Entity by submitting a work order to Cornerstone's Global Product Support after the completion of the implementation deliverables. If Client requires multiple Legal Entities to fulfill Client’s data retention policy requirements, Client will need to engage a Services Partner via a paid for Consulting engagement. •This project will be delivered remotely unless expressly stated otherwise within this Statement of Work. •Delays resulting from Client governance processes, public meeting schedules, required approvals, or staffing availability customary to public agencies shall not, by themselves, constitute grounds for a change order or additional fees •Except where otherwise stated or agreed by the parties, Cornerstone’s obligation to perform the Services set forth herein expires at the earlier of: (i) acceptance of the Service by Client; (ii) Twelve months of the later of the Order’s effective date or start date; or (iii) if Client commences the project but subsequently does not proceed with the project, six (6) months from the date Client ceased working on the project. Exhibit F Tyler’s Proposal dated May 28, 2025 *incorporated by reference* Exhibit G Client’s RFP IT-2025-815 for an Enterprise Resource Planning System *incorporated by reference* SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY C 1,000,000 10UENBA4DHY NYC-011942270-15 1,000,000 5,000,000 X 27120 5,000,000 N X04/01/2026 4 04/01/2027 06/17/2025 11515 04/01/2027 Finn.Davis@marsh.com 10UENBK8G3C Professional Liability/Cyber A 2,000,000 1,000,000 29424 Trumbull Insurance Company 1,000,000 X D X 04/02/2026 04/01/2026 10,000,000 The City of Cupertino, its officers, officials, employees and volunteers is/are included as additional insured where required by written contract with respect to General & Auto Liability. Waiver of subrogation is applicable where required by written contract. X Cupertino, CA 95014 City of Cupertino QBE Specialty Insurance Company 10,000 A Hartford Casualty Insurance Company CN102891976-TTI-GAWX+-25-27 Limit 10,000 04/01/2027 1,000,000 10XHUBC1DGX 2,000,000 19682 1,000,000 1,000,000 06/17/2026 10WNS88300 99 HIGH STREET MARSH USA, LLC. X BOSTON, MA 02110 5101 Tennyson Parkway Tyler Technologies, Inc. Plano, TX 75024 X X 130001996 04/01/2026 10300 Torre Avenue 04/01/2026 B Finn Davis 04/01/2027 (617) 999-7893 Hartford Fire Insurance Co ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: 22 Boston � � � � � �� insured.� The Professional Liability/Cyber policies evidenced contain Self Insured Retentions to various perils covered. If you would like additional information regarding these sublimits or deductibles, please contact the Certificate of Liability Insurance CN102891976 MARSH USA, LLC.� 5101 Tennyson Parkway� Tyler Technologies, Inc.� Plano, TX 75024 25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form XL 24 37 09 11 Page 1 of 2 © 2011, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission.) AMENDMENT OF OTHER INSURANCE CONDITION - PRIMARY OR PRIMARY AND NON-CONTRIBUTORY WHEN REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT This endorsement modifies insurance provided under the following: UMBRELLA LIABILITY POLICY I.Paragraph B.2 of Section III – Who Is An Insured is replaced by the following: 2.Any person or organization with whom you agreed,because of a written contract,written agreement or because of a permit issued by a state or political subdivision,to provide insurance such as is afforded under this policy,but only with respect to your operations, "your work" or facilities owned or used by you. This provision does not apply: a.Unless the written contract or written agreement has been executed,or the permit has been issued prior to the "bodily injury", "property damage", or "personal and advertising injury"; and b.Unless the limits of liability specified in such written contract,written agreement or permit are greater than the limits shown for "underlying insurance"; or c.Beyond the period of time required by the written contract or written agreement. In no event shall any coverage afforded to any such person or organization apply to any claim or "suit"to which "underlying insurance"does not apply.Coverage provided by this policy for any such additional insured will follow the provisions, exclusions and limitations of the "underlying insurance". II.Solely as respects the insurance afforded to any person or organization qualifying as an additional insured under Paragraph I. above, the Other Insurance condition in Section VI – Conditions is replaced by the following: G.Other Insurance 1.This policy shall apply in excess of all "underlying insurance"whether or not valid and collectible.It shall also apply in excess of other valid and collectible insurance (except other insurance purchased specifically to apply in excess of this insurance) which also applies to any loss for which insurance is provided by this policy. These excess provisions apply, whether such other insurance is stated to be: a.Primary; b.Contributing; c.Excess; or d.Contingent. 2.However,the following provisions apply to other insurance available to any person or organization qualifying as an additional insured under Paragraph B.2.of Section III –Who Is An Insured,as amended by Item I.of this endorsement and who is also an additional insured under the Commercial General Liability Coverage Part scheduled in the "underlying insurance": a.Primary Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit to provide primary insurance to the additional insured, then, after the "underlying insurance" is exhausted,this insurance will be primary.If other insurance is also primary,we will share with all that other insurance by the method described in Paragraph 3. below. Page 2 of 2 Form XL 24 37 09 11 b.Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement,or permit to provide insurance to the additional insured that is primary and non-contributory,then,after the "underlying insurance"is exhausted,this insurance will be primary and we will not seek contribution from the additional insured’s own insurance. Paragraphs a.and b.do not apply to other insurance on which the additional insured qualifies as an additional insured pursuant to the terms of that policy or has been added as an additional insured by endorsement. 3.Method Of Sharing If all of the other insurance permits contribution by equal shares,we will follow this method also.Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. III.The following is added to Section IV – Limits Of Insurance: H.How Limits Apply To Additional Insureds If you have agreed in a written contract,written agreement or permit that another person or organization be added as an additional insured on the Commercial General Liability Coverage Part scheduled in the "underlying insurance"and such person or organization also qualifies as an additional insured under this policy,the most we will pay on behalf of such insured is the lesser of: a.The limits of insurance specified in the written contract,written agreement or permit,less any amounts payable by any "underlying insurance"; or b.The Limits of Insurance shown in the Umbrella Liability Policy Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Umbrella Liability Policy Declarations and described in other provisions of this Section. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form HA 99 16 12 21 Page 1 of 5 © 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED Paragraph .1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add the following: d. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. e. Employees as Insureds (1). Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. f. Lessors as Insureds (1). The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (a) The agreement requires you to provide direct primary insurance for the lessor and (b) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. g. Additional Insured if Required by Contract (1) When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (a) During the policy period, and (b) Subsequent to the execution of such written contract, and Policy: 10 UEN BK8G3C Term: 04/01/2026 to 04/01/2027 Page 2 of 5 Form HA 99 16 12 21 (c)Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2)How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a)The limits of insurance specified in the written contract or written agreement; or (b)The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3)Additional Insureds Other Insurance If we cover a claim or "suit"under this Coverage Part that may also be covered by other insurance available to an additional insured,such additional insured must submit such claim or "suit"to the other insurer for defense and indemnity. However,this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. (4)Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy,the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2.-DUTIES IN THE EVENT OF ACCIDENT,CLAIM ,SUIT OR LOSS –OF SECTION IV – BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 2.Primary and Non-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in A.1.g.-Additional Insured If Required by Contract, the following provisions apply: (1)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary.If other insurance is also primary,we will share with all that other insurance by the method described in Other Insurance 5.d. (2)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (1)and (2)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess,we will have no duty to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends,we will undertake to do so,but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss,if any,by the method described in SECTION IV-Business Auto Conditions,B. General Conditions, Other Insurance 5.d. 3.AUTOS RENTED BY EMPLOYEES Any "auto"hired or rented by your "employee"on your behalf and at your direction will be considered an "auto"you hire. The SECTION IV-Business Auto Conditions,B.General Conditions,5.OTHER INSURANCE Condition is amended by adding the following: e.If an "employee’s"personal insurance also applies on an excess basis to a covered "auto"hired or rented by your "employee"on your behalf and at your direction,this insurance will be primary to the "employee’s"personal insurance. 4.AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5.-FELLOW EMPLOYEE -of SECTION II -LIABILITY COVERAGE does not apply if you have workers ' compensation insurance in-force covering all of your "employees". Coverage is excess over any other collectible insurance. Form HA 99 16 12 21 Page 3 of 5 5.HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos"are covered "autos"for Liability Coverage and if Comprehensive,Specified Causes of Loss,or Collision coverages are provided under this Coverage Form for any "auto"you own,then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1)$100,000; (2)The actual cash value of the damaged or stolen property at the time of the "loss"; or (3)The cost of repairing or replacing the damaged or stolen property, whichever is smallest,minus a deductible.The deductible will be equal to the largest deductible applicable to any owned "auto"for that coverage.No deductible applies to "loss"caused by fire or lightning.Hired Auto Physical Damage coverage is excess over any other collectible insurance.Subject to the above limit,deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto"if it results from an "accident",you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto"you hire or borrow from any of your "employees",partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 6.PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a.of SECTION III -PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 7.LOAN/LEASE GAP COVERAGE Under SECTION III -PHYSICAL DAMAGE COVERAGE,in the event of a total "loss"to a covered "auto",we will pay your additional legal obligation for any difference between the actual cash value of the "auto"at the time of the "loss"and the "outstanding balance" of the loan/lease. "Outstanding balance"means the amount you owe on the loan/lease at the time of "loss"less any amounts representing taxes;overdue payments;penalties,interest or charges resulting from overdue payments;additional mileage charges;excess wear and tear charges;lease termination fees;security deposits not returned by the lessor; costs for extended warranties,credit life Insurance,health,accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 8.AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 9.ELECTRONIC EQUIPMENT - BROADENED COVERAGE a.The exceptions to Paragraphs B.4 -EXCLUSIONS -of SECTION III -PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c.and 4.d.do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1)Permanently installed in or upon the covered "auto"; (2)Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3)An integral part of the same unit housing any electronic equipment described in Paragraphs (1)and (2) above; or (4)Necessary for the normal operation of the covered "auto"or the monitoring of the covered "auto's"operating system. b.Section III, Physical Damage Coverage, Limit of Insurance, Paragraph C.2. is amended to add the following: $1,500 is the most we will pay for "loss"in any one "accident"to all electronic equipment (other than equipment designed solely for the reproduction of sound,and accessories used with such equipment)that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1)Permanently installed in or upon the covered "auto"in a housing,opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2)Removable from a permanently installed housing unit as described in Paragraph 2.a.above or is an integral part of that equipment; or (3) An integral part of such equipment. Page 4 of 5 Form HA 99 16 12 21 c.For each covered "auto",should loss be limited to electronic equipment only,our obligation to pay for,repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 10.EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A.-COVERAGE -of SECTION III -PHYSICAL DAMAGE COVERAGE,we will pay for the expense of returning a stolen covered "auto" to you. 11.GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 12.TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group,Inc.company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1)If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2)If the deductible under this Business Auto Coverage Form is not the smaller (or smallest)deductible,it will be reduced by the amount of the smaller (or smallest) deductible. 13.AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a.-DUTIES IN THE EVENT OF ACCIDENT,CLAIM,SUIT OR LOSS -of SECTION IV -BUSINESS AUTO CONDITIONS that you must notify us of an "accident"applies only when the "accident" is known to: (1)You, if you are an individual; (2)A partner, if you are a partnership; (3)A member, if you are a limited liability company; or (4)An executive officer or insurance manager, if you are a corporation. 14.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy,we will not deny coverage under this Coverage Form because of such failure. 15.HIRED AUTO - COVERAGE TERRITORY SECTION IV,BUSINESS AUTO CONDITIONS,PARAGRAPH B.GENERAL CONDITIONS,7.-POLICY PERIOD, COVERAGE TERRITORY - is added to include the following: (6)For short-term hired "autos",the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's"responsibility to pay damages for "bodily injury"or "property damage"is determined in a "suit,"the "suit"is brought in the United States of America,the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 16.WAIVER OF SUBROGATION Paragraph 5.TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -of SECTION IV -BUSINESS AUTO CONDITIONS A. Loss Conditions is amended by adding the following: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 17.RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS, C. is replaced by the following: "Bodily injury"means bodily injury,sickness or disease sustained by any person,including mental anguish or death resulting from any of these. 18.EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium,we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 19.HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non-hybrid"auto for which Comprehensive,Specified Causes of Loss,or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a.If the auto is replaced with a "hybrid"auto or an auto powered solely by electricity or natural gas,we will pay an additional 10%,to a maximum of $2,500,of the "non-hybrid"auto’s actual cash value or replacement cost, whichever is less, Form HA 99 16 12 21 Page 5 of 5 b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c.Regardless of the number of autos deemed a total loss,the most we will pay under this Hybrid,Electric,or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non-hybrid"auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid"auto is defined as an auto with an internal combustion engine and one or more electric motors;and that uses the internal combustion engine and one or more electric motors to move the auto,or the internal combustion engine to charge one or more electric motors, which move the auto. 20.VEHICLE WRAP COVERAGE In the event of a total loss to an "auto"for which Comprehensive,Specified Causes of Loss,or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto",we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto"at the time of total loss.Regardless of the number of autos deemed a total loss,the most we will pay under this Vehicle Wrap Coverage provision for any one "loss"is $5,000.For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HG 00 01 09 16 Page 1 of 22 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section II - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I - COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1)The amount we will pay for damages is limited as described in Section III - Limits Of Insurance; and (2)Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b.This insurance applies to "bodily injury" and "property damage" only if: (1)The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2)The "bodily injury" or "property damage" occurs during the policy period; and (3)Prior to the policy period, no insured listed under Paragraph 1.of Section II - Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c."Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.of Section II - Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1)Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2)Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3)Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d.Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render the following health care services by any "employee" or "volunteer worker" shall be deemed to be caused by an "occurrence" for: Policy: 10 UEN BA4DHYTerm: 04/01/2026 to 04/01/2027 Page 2 of 22 Form HG 00 01 09 16 (1)Professional health care services such as: (a)Medical,surgical,dental,laboratory,x-ray or nursing services or treatment,advice or instruction,or the related furnishing of food or beverages; (b)Any health or therapeutic service, treatment, advice or instruction; or (c)The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2)First aid services, which include: (a)Cardiopulmonary resuscitation, whether performed manually or with a defibrillator; or (b)Services performed as a Good Samaritan. For the purpose of determining the limits of insurance,any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However,this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 2.Exclusions This insurance does not apply to: a.Expected Or Intended Injury "Bodily injury"or "property damage"expected or intended from the standpoint of the insured.This exclusion does not apply to "bodily injury"or "property damage"resulting from the use of reasonable force to protect persons or property. b.Contractual Liability "Bodily injury"or "property damage"for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1)That the insured would have in the absence of the contract or agreement; or (2)Assumed in a contract or agreement that is an "insured contract",provided the "bodily injury"or "property damage"occurs subsequent to the execution of the contract or agreement.Solely for the purposes of liability assumed in an "insured contract",reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury"or "property damage", provided: (a)Liability to such party for,or for the cost of,that party's defense has also been assumed in the same "insured contract"; and (b)Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c.Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3)Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a)The supervision, hiring, employment, training or monitoring of others by that insured; or (b)Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence"which caused the "bodily injury"or "property damage",involved that which is described in Paragraph (1),(2) or (3) above. However,this exclusion applies only if you are in the business of manufacturing,distributing,selling,serving or furnishing alcoholic beverages.For the purposes of this exclusion,permitting a person to bring alcoholic beverages on your premises,for consumption on your premises,whether or not a fee is charged or a license is required for such activity,is not by itself considered the business of selling,serving or furnishing alcoholic beverages. d.Workers' Compensation And Similar Laws Any obligation of the insured under a workers'compensation,disability benefits or unemployment compensation law or any similar law. Form HG 00 01 09 16 Page 3 of 22 e.Employer's Liability "Bodily injury" to: (1)An "employee" of the insured arising out of and in the course of: (a)Employment by the insured; or (b)Performing duties related to the conduct of the insured's business; or (2)The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f.Pollution (1)"Bodily injury"or "property damage"arising out of the actual,alleged or threatened discharge,dispersal, seepage, migration, release or escape of "pollutants": (a)At or from any premises,site or location which is or was at any time owned or occupied by,or rented or loaned to, any insured. However, this subparagraph does not apply to: (i)"Bodily injury"if sustained within a building and caused by smoke,fumes,vapor or soot produced by or originating from equipment that is used to heat,cool or dehumidify the building,or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii)"Bodily injury"or "property damage"for which you may be held liable,if you are a contractor and the owner or lessee of such premises,site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises,site or location and such premises,site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b)At or from any premises,site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c)Which are or were at any time transported,handled,stored,treated,disposed of,or processed as waste by or for: (i)Any insured; or (ii)Any person or organization for whom you may be legally responsible; (d)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants"are brought on or to the premises,site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i)"Bodily injury"or "property damage"arising out of the escape of fuels,lubricants or other operating fluids which are needed to perform the normal electrical,hydraulic or mechanical functions necessary for the operation of "mobile equipment"or its parts,if such fuels,lubricants or other operating fluids escape from a vehicle part designed to hold,store or receive them.This exception does not apply if the "bodily injury"or "property damage"arises out of the intentional discharge,dispersal or release of the fuels,lubricants or other operating fluids,or if such fuels,lubricants or other operating fluids are brought on or to the premises,site or location with the intent that they be discharged,dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii)"Bodily injury"or "property damage"sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for,monitor,clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants". Page 4 of 22 Form HG 00 01 09 16 (2)Any loss, cost or expense arising out of any: (a)Request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor, clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants"; or (b)Claim or suit by or on behalf of a governmental authority for damages because of testing for,monitoring, cleaning up,removing,containing,treating,detoxifying or neutralizing,or in any way responding to,or assessing the effects of, "pollutants". However,this paragraph does not apply to liability for damages because of "property damage"that the insured would have in the absence of such request,demand,order or statutory or regulatory requirement,or such claim or "suit" by or on behalf of a governmental authority. g.Aircraft, Auto Or Watercraft "Bodily injury"or "property damage"arising out of the ownership,maintenance,use or entrustment to others of any aircraft,"auto"or watercraft owned or operated by or rented or loaned to any insured.Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage"involved the ownership,maintenance,use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1)A watercraft while ashore on premises you own or rent; (2)A watercraft you do not own that is: (a)Less than 51 feet long; and (b)Not being used to carry persons for a charge; (3)Parking an "auto"on,or on the ways next to,premises you own or rent,provided the "auto"is not owned by or rented or loaned to you or the insured; (4)Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5)"Bodily injury" or "property damage" arising out of: (a)The operation of machinery or equipment that is attached to,or part of,a land vehicle that would qualify under the definition of "mobile equipment"if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b)The operation of any of the machinery or equipment listed in Paragraph f.(2)or f.(3)of the definition of "mobile equipment"; or (6)An aircraft that is not owned by any insured and is hired,chartered or loaned with a paid crew.However,this exception does not apply if the insured has any other insurance for such "bodily injury"or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h.Mobile Equipment "Bodily injury" or "property damage" arising out of: (1)The transportation of "mobile equipment"by an "auto"owned or operated by or rented or loaned to any insured; or (2)The use of "mobile equipment"in,or while in practice for,or while being prepared for,any prearranged racing, speed, demolition, or stunting activity. i.War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force,including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3)Insurrection,rebellion,revolution,usurped power,or action taken by governmental authority in hindering or defending against any of these. j.Damage To Property "Property damage" to: (1)Property you own,rent,or occupy,including any costs or expenses incurred by you,or any other person, organization or entity,for repair,replacement,enhancement,restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; Form HG 00 01 09 16 Page 5 of 22 (2)Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3)Property loaned to you; (4)Personal property in the care, custody or control of the insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6)That particular part of any property that must be restored,repaired or replaced because "your work"was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to "property damage"(other than damage by fire)to premises,including the contents of such premises,rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III -Limits Of Insurance. Paragraph (2)of this exclusion does not apply if the premises are "your work"and were never occupied,rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3),(4),(5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3)and (4)of this exclusion do not apply to "property damage"to borrowed equipment while not being used to perform operations at the job site. Paragraph (6)of this exclusion does not apply to "property damage"included in the "products-completed operations hazard". k.Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. l.Damage To Your Work "Property damage"to "your work"arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m.Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1)A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n.Recall Of Products, Work Or Impaired Property Damages claimed for any loss,cost or expense incurred by you or others for the loss of use,withdrawal,recall, inspection, repair, replacement, adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; if such product,work,or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o.Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p.Access or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1)Any access to or disclosure of any person's or organization's confidential or personal information,including patents,trade secrets,processing methods,customer lists,financial information,credit card information, health information or any other type of nonpublic information; or (2)The loss of,loss of use of,damage to,corruption of,inability to access,or inability to manipulate electronic data. Page 6 of 22 Form HG 00 01 09 16 This exclusion applies even if damages are claimed for notification costs,credit monitoring expenses,forensic expenses,public relations expenses or any other loss,cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However,unless Paragraph (1)above applies,this exclusion does not apply to damages because of "bodily injury". As used in this exclusion,electronic data means information,facts or programs stored as or on,created or used on,or transmitted to or from computer software,including systems and applications software,hard or floppy disks, CD-ROMS,tapes,drives,cells,data processing devices or any other media which are used with electronically controlled equipment. q.Employment-Related Practices "Bodily injury" to: (1)A person arising out of any "employment-related practices"; or (2)The spouse,child,parent,brother or sister of that person as a consequence of "bodily injury"to that person at whom any "employment-related practices" are directed. This exclusion applies: (1)Whether the injury-causing event described in the definition of "employment-related practices"occurs before employment, during employment or after employment of that person; (2)Whether the insured may be liable as an employer or in any other capacity; and (3)To any obligation to share damages with or repay someone else who must pay damages because of the injury. r.Asbestos (1)"Bodily injury" or "property damage" arising out of the "asbestos hazard". (2)Any damages, judgments, settlements, loss, costs or expenses that: (a)May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor,clean up,remove,encapsulate,contain,treat,detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c)Arise out of any claim or suit for damages because of testing for,monitoring,cleaning up,removing, encapsulating,containing,treating,detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". s.Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury"or "property damage"arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3)The Fair Credit Reporting Act (FCRA),and any amendment of or addition to such law,including the Fair and Accurate Credit Transaction Act (FACTA); or (4)Any federal,state or local statute,ordinance or regulation,other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions,that addresses,prohibits or limits the printing,dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning Or Explosion Exclusions c.through h.and j.through n.do not apply to damage by fire,lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1.Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury"to which this insurance applies.We will have the right and duty to defend the insured against any "suit"seeking those damages.However,we will have no duty to defend the insured against any "suit"seeking damages for "personal and advertising injury"to which this insurance does not apply.We may,at our discretion, investigate any offense and settle any claim or "suit" that may result. But: Form HG 00 01 09 16 Page 7 of 22 (1)The amount we will pay for damages is limited as described in Section III - Limits Of Insurance; and (2)Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b.This insurance applies to "personal and advertising injury"caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2.Exclusions This insurance does not apply to: a.Knowing Violation Of Rights Of Another "Personal and advertising injury"arising out of an offense committed by,at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b.Material Published With Knowledge Of Falsity "Personal and advertising injury"arising out of oral,written or electronic publication,in any manner,of material,if done by or at the direction of the insured with knowledge of its falsity. c.Material Published Prior To Policy Period "Personal and advertising injury"arising out of oral,written or electronic publication,in any manner,of material whose first publication took place before the beginning of the policy period. d.Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e.Contractual Liability "Personal and advertising injury"for which the insured has assumed liability in a contract or agreement.This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f.Breach Of Contract "Personal and advertising injury"arising out of a breach of contract,except an implied contract to use another's "advertising idea" in your "advertisement". g.Quality Or Performance Of Goods - Failure To Conform To Statements "Personal and advertising injury"arising out of the failure of goods,products or services to conform with any statement of quality or performance made in your "advertisement". h.Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. i.Infringement Of Intellectual Property Rights (1)"Personal and advertising injury"arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright,patent,trademark,trade name,trade secret,trade dress,service mark or other designation of origin or authenticity; or (2)Any injury or damage alleged in any clam or "suit"that also alleges an infringement or violation of any intellectual property right,whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However,this exclusion does not apply if the only allegation in the claim or "suit"involving any intellectual property right is limited to: (1)Infringement, in your "advertisement", of: (a)Copyright; (b)Slogan; or (c)Title of any literary or artistic work; or (2)Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". j.Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1)Advertising, broadcasting, publishing or telecasting; (2)Designing or determining content of web sites for others; or (3)An Internet search, access, content or service provider. Page 8 of 22 Form HG 00 01 09 16 However,this exclusion does not apply to Paragraphs a.,b.and c.of the definition of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion,the placing of frames,borders or links,or advertising,for you or others anywhere on the Internet,is not by itself,considered the business of advertising,broadcasting,publishing or telecasting. k.Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury"arising out of an electronic chatroom or bulletin board the insured hosts,owns, or over which the insured exercises control. l.Unauthorized Use Of Another's Name Or Product "Personal and advertising injury"arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. m.Pollution "Personal and advertising injury"arising out of the actual,alleged or threatened discharge,dispersal,seepage, migration, release or escape of "pollutants" at any time. n.Pollution-Related Any loss, cost or expense arising out of any: (1)Request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor, clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants"; or (2)Claim or suit by or on behalf of a governmental authority for damages because of testing for,monitoring, cleaning up,removing,containing,treating,detoxifying or neutralizing,or in any way responding to,or assessing the effects of, "pollutants". o.War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force,including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3)Insurrection,rebellion,revolution,usurped power,or action taken by governmental authority in hindering or defending against any of these. p.Internet Advertisements And Content Of Others "Personal and advertising injury" arising out of: (1)An "advertisement" for others on your web site; (2)Placing a link to a web site of others on your web site; (3)Content,including information,sounds,text,graphics,or images from a web site of others displayed within a frame or border on your web site; or (4)Computer code, software or programming used to enable: (a)Your web site; or (b)The presentation or functionality of an "advertisement" or other content on your web site. q.Right Of Privacy Created By Statute "Personal and advertising injury"arising out of the violation of a person's right of privacy created by any state or federal act. However,this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r.Violation Of Anti-Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s.Securities "Personal and advertising injury"arising out of the fluctuation in price or value of any stocks,bonds or other securities. t.Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury"arising directly or indirectly out of any action or omission that violates or is alleged to violate: Form HG 00 01 09 16 Page 9 of 22 (1)The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3)The Fair Credit Reporting Act (FCRA),and any amendment of or addition to such law,including the Fair and Accurate Credit Transaction Act (FACTA); or (4)Any federal,state or local statute,ordinance or regulation,other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions,that addresses,prohibits or limits the printing,dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. u.Employment-Related Practices "Personal and advertising injury" to: (1)A person arising out of any "employment-related practices"; or (2)The spouse,child,parent,brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment-related practices" are directed. This exclusion applies: (1)Whether the injury-causing event described in the definition of "employment-related practices"occurs before employment, during employment or after employment of that person; (2)Whether the insured may be liable as an employer or in any other capacity; and (3)To any obligation to share damages with or repay someone else who must pay damages because of the injury. v.Asbestos (1)"Personal and advertising injury" arising out of the "asbestos hazard". (2)Any damages, judgments, settlements, loss, costs or expenses that: (a)May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor,clean up,remove,encapsulate,contain,treat,detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c)Arise out of any claim or suit for damages because of testing for,monitoring,cleaning up,removing, encapsulating,containing,treating,detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". w.Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury"arising out of any access to or disclosure of any person's or organization's confidential or personal information,including patents,trade secrets,processing methods,customer lists,financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs,credit monitoring expenses,forensic expenses,public relations expenses or any other loss,cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. COVERAGE C MEDICAL PAYMENTS 1.Insuring Agreement a.We will pay medical expenses as described below for "bodily injury" caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent; or (3)Because of your operations; provided that: (1)The accident takes place in the "coverage territory" and during the policy period; (2)The expenses are incurred and reported to us within three years of the date of the accident; and (3)The injured person submits to examination,at our expense,by physicians of our choice as often as we reasonably require. b.We will make these payments regardless of fault.These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and Page 10 of 22 Form HG 00 01 09 16 (3)Necessary ambulance, hospital, professional nursing and funeral services. 2.Exclusions We will not pay expenses for "bodily injury": a.Any Insured To any insured, except "volunteer workers". b.Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c.Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d.Workers Compensation And Similar Laws To a person,whether or not an "employee"of any insured,if benefits for the "bodily injury"are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e.Athletics Activities To a person injured while practicing,instructing or participating in any physical exercises or games,sports,or athletic contests. f.Products-Completed Operations Hazard Included within the "products-completed operations hazard". g.Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1.We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a.All expenses we incur. b.Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c.The cost of appeal bonds or bonds to release attachments,but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e.All court costs taxed against the insured in the "suit".However,such costs do not include attorneys'fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured. f.Prejudgment interest awarded against the insured on that part of the judgment we pay.If we make an offer to pay the applicable limit of insurance,we will not pay any prejudgment interest based on that period of time after the offer. g.All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2.If we defend an insured against a "suit"and an indemnitee of the insured is also named as a party to the "suit",we will defend that indemnitee if all of the following conditions are met: a.The "suit"against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b.This insurance applies to such liability assumed by the insured; c.The obligation to defend,or the cost of the defense of,that indemnitee,has also been assumed by the insured in the same "insured contract"; d.The allegations in the "suit"and the information we know about the "occurrence"are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e.The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f.The indemnitee: (1)Agrees in writing to: (a)Cooperate with us in the investigation, settlement or defense of the "suit"; Form HG 00 01 09 16 Page 11 of 22 (b)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the "suit"; (c)Notify any other insurer whose coverage is available to the indemnitee; and (d)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2)Provides us with written authorization to: (a)Obtain records and other information related to the "suit"; and (b)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met,attorneys'fees incurred by us in the defense of that indemnitee,necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments.Notwithstanding the provisions of Paragraph 2.b.(2)of Section I -Coverage A - Bodily Injury And Property Damage Liability,such payments will not be deemed to be damages for "bodily injury"and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys'fees and necessary litigation expenses as Supplementary Payments ends when: a.We have used up the applicable limit of insurance in the payment of judgments or settlements; or b.The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II - WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual,you and your spouse are insureds,but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture,you are an insured.Your members,your partners,and their spouses are also insureds, but only with respect to the conduct of your business. c.A limited liability company,you are an insured.Your members are also insureds,but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d.An organization other than a partnership,joint venture or limited liability company,you are an insured.Your "executive officers"and directors are insureds,but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2.Each of the following is also an insured: a.Employees And Volunteer Workers Your "volunteer workers"only while performing duties related to the conduct of your business,or your "employees",other than either your "executive officers"(if you are an organization other than a partnership,joint venture or limited liability company)or your managers (if you are a limited liability company),but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1)"Bodily injury" or "personal and advertising injury": (a)To you,to your partners or members (if you are a partnership or joint venture),to your members (if you are a limited liability company),to a co-"employee"while in the course of his or her employment or performing duties related to the conduct of your business,or to your other "volunteer workers"while performing duties related to the conduct of your business; (b)To the spouse,child,parent,brother or sister of that co-"employee"or that "volunteer worker"as a consequence of Paragraph (1)(a) above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (1)(b) above; or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a)Subparagraphs (1)(a),(1)(b)and (1)(c)above do not apply to any "employee"or "volunteer worker" providing first aid services; and (b)Subparagraph (1)(d)above does not apply to any nurse,emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage" to property: (a)Owned, occupied or used by, Page 12 of 22 Form HG 00 01 09 16 (b)Rented to,in the care,custody or control of,or over which physical control is being exercised for any purpose by you,any of your "employees","volunteer workers",any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b.Real Estate Manager Any person (other than your "employee"or "volunteer worker"),or any organization while acting as your real estate manager. c.Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d.Legal Representative If You Die Your legal representative if you die,but only with respect to duties as such.That representative will have all your rights and duties under this Coverage Part. e.Unnamed Subsidiary Any subsidiary,and subsidiary thereof,of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3.Newly Acquired Or Formed Organization Any organization you newly acquire or form,other than a partnership,joint venture or limited liability company,and over which you maintain financial interest of more than 50%of the voting stock,will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b.Coverage A does not apply to "bodily injury"or "property damage"that occurred before you acquired or formed the organization; and c.Coverage B does not apply to "personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. 4.Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge,any person is an insured while operating such watercraft with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the watercraft,and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person operating the watercraft; or b."Property damage"to property owned by,rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5.Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s)or organization(s)are an additional insured when you have agreed,in a written contract, written agreement or because of a permit issued by a state or political subdivision,that such person or organization be added as an additional insured on your policy,provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However,no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a.Vendors Any person(s)or organization(s)(referred to below as vendor),but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business Form HG 00 01 09 16 Page 13 of 22 and only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (1)The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Sub-paragraphs (d) or (f); or (ii)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization,from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b.Lessors Of Equipment (1)Any person(s)or organization(s)from whom you lease equipment;but only with respect to their liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). (2)With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c.Lessors Of Land Or Premises Any person or organization from whom you lease land or premises,but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1.Any "occurrence" which takes place after you cease to lease that land; or 2.Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. d.Architects, Engineers Or Surveyors Any architect,engineer,or surveyor,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In connection with your premises; or (2)In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of or the failure to render any professional services by or for you, including: 1.The preparing,approving,or failing to prepare or approve,maps,shop drawings,opinions,reports,surveys, field orders, change orders or drawings and specifications; or Page 14 of 22 Form HG 00 01 09 16 2.Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage",or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. e.Permits Issued By State Or Political Subdivisions Any state or political subdivision,but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1)"Bodily injury","property damage"or "personal and advertising injury"arising out of operations performed for the state or municipality; or (2)"Bodily injury" or "property damage" included within the "products-completed operations hazard". f.Any Other Party Any other person or organization who is not an additional insured under Paragraphs a.through e.above,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In the performance of your ongoing operations; (2)In connection with your premises owned by or rented to you; or (3)In connection with "your work" and included within the "products-completed operations hazard", but only if (a)The written contract or agreement requires you to provide such coverage to such additional insured; and (b)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". However: (1)The insurance afforded to such additional insured only applies to the extent permitted by law; and (2)If coverage provided to the additional insured is required by a contract or agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of,or the failure to render, any professional architectural, engineering or surveying services, including: (1)The preparing,approving,or failing to prepare or approve,maps,shop drawings,opinions,reports,surveys, field orders, change orders or drawings and specifications; or (2)Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage",or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section III - Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV - Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III - LIMITS OF INSURANCE 1.The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2.General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a.Medical expenses under Coverage C; Form HG 00 01 09 16 Page 15 of 22 b.Damages under Coverage A,except damages because of "bodily injury"or "property damage"included in the "products-completed operations hazard"; and c.Damages under Coverage B. 3.Products-Completed Operations Aggregate Limit The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard". 4.Personal And Advertising Injury Limit Subject to 2.above,the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5.Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a.Damages under Coverage A; and b.Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6.Damage To Premises Rented To You Limit Subject to 5.above,the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage"to any one premises,while rented to you,or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire,lightning or explosion,the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event,whether such damage results from fire,lightning or explosion or any combination of these. 7.Medical Expense Limit Subject to 5.above,the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8.How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a.The limits of insurance specified in the written contract or written agreement; or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months,starting with the beginning of the policy period shown in the Declarations,unless the policy period is extended after issuance for an additional period of less than 12 months.In that case,the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS 1.Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit a.Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence"or an offense which may result in a claim. To the extent possible, notice should include: (1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. b.Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1)Immediately record the specifics of the claim or "suit" and the date received; and (2)Notify us as soon as practicable. Page 16 of 22 Form HG 00 01 09 16 You or any additional insured must see to it that we receive written notice of the claim or "suit"as soon as practicable. c.Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4)Assist us,upon our request,in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d.Obligations At The Insureds Own Cost No insured will,except at that insured's own cost,voluntarily make a payment,assume any obligation,or incur any expense, other than for first aid, without our consent. e.Additional Insureds Other Insurance If we cover a claim or "suit"under this Coverage Part that may also be covered by other insurance available to an additional insured,such additional insured must submit such claim or "suit"to the other insurer for defense and indemnity. However,this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f.Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured only when such "occurrence",offense,claim or "suit" is known to: (1)You or any additional insured that is an individual; (2)Any partner, if you or the additional insured is a partnership; (3)Any manager, if you or the additional insured is a limited liability company; (4)Any "executive officer" or insurance manager, if you or the additional insured is a corporation; (5)Any trustee, if you or the additional insured is a trust; or (6)Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3.Legal Action Against Us No person or organization has a right under this Coverage Part: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance.An agreed settlement means a settlement and release of liability signed by us,the insured and the claimant or the claimant's legal representative. 4.Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a.Primary Insurance This insurance is primary except when b.below applies.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. b.Excess Insurance This insurance is excess over any of the other insurance,whether primary,excess,contingent or on any other basis: (1)Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2)Premises Rented To You That is fire,lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; Form HG 00 01 09 16 Page 17 of 22 (3)Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage"to premises rented to you or temporarily occupied by you with permission of the owner; (4)Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (5)Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6)When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations,for which you have been added as an additional insured by that insurance; or (7)When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However,the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. (b)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement,or permit that this insurance is primary and non-contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess,we will have no duty under Coverages A or B to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method Of Sharing If all of the other insurance permits contribution by equal shares,we will follow this method also.Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5.Premium Audit a.We will compute all premiums for this Coverage Part in accordance with our rules and rates. b.Premium shown in this Coverage Part as advance premium is a deposit premium only.At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured.The due date for audit and retrospective premiums is the date shown as the due date on the bill.If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium,we will return the excess to the first Named Insured. Page 18 of 22 Form HG 00 01 09 16 c.The first Named Insured must keep records of the information we need for premium computation,and send us copies at such times as we may request. 6.Representations a.When You Accept This Policy By accepting this policy, you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us; and (3)We have issued this policy in reliance upon your representations. b.Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part,we shall not deny coverage under this Coverage Part because of such failure. 7.Separation Of Insureds Except with respect to the Limits of Insurance,and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom claim is made or "suit" is brought. 8.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b.Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments,we have made under this Coverage Part,we also waive that right,provided the insured waived their rights of recovery against such person or organization in a contract,agreement or permit that was executed prior to the injury or damage. 9.When We Do Not Renew If we decide not to renew this Coverage Part,we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V - DEFINITIONS 1."Advertisement"means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a.(1)Radio; (2)Television; (3)Billboard; (4)Magazine; (5)Newspaper; or b.Any other publication that is given widespread public distribution. However, "advertisement" does not include: a.The design,printed material,information or images contained in,on or upon the packaging or labeling of any goods or products; or b.An interactive conversation between or among persons through a computer network. 2."Advertising idea" means any idea for an "advertisement". 3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto" means: a.A land motor vehicle,trailer or semitrailer designed for travel on public roads,including any attached machinery or equipment; or Form HG 00 01 09 16 Page 19 of 22 b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6."Coverage territory" means: a.The United States of America (including its territories and possessions), Puerto Rico and Canada; b.International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a. above; (2)The activities of a person whose home is in the territory described in a.above,but is away for a short time on your business; or (3)"Personal and advertising injury"offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions),Puerto Rico or Canada,in a "suit"on the merits according to the substantive law in such territory or in a settlement we agree to. 7."Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8."Employment-Related Practices" means: a.Refusal to employ that person; b.Termination of that person's employment; or c.Employment-related practices,policies,acts or omissions,such as coercion,demotion,evaluation,reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person. 9."Executive officer"means a person holding any of the officer positions created by your charter,constitution,by-laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property"means tangible property,other than "your product"or "your work",that cannot be used or is less useful because: a.It incorporates "your product"or "your work"that is known or thought to be defective,deficient,inadequate or dangerous; or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair,replacement,adjustment or removal of "your product"or "your work", or your fulfilling the terms of the contract or agreement. 12."Insured contract" means: a.A contract for a lease of premises.However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire,lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to Premises Rented To You Limit described in Section III - Limits of Insurance; b.A sidetrack agreement; c.Any easement or license agreement,including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d.An obligation,as required by ordinance,to indemnify a municipality,except in connection with work for a municipality; e.An elevator maintenance agreement; f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality)under which you assume the tort liability of another party to pay for "bodily injury"or "property damage"to a third person or organization,provided the "bodily Page 20 of 22 Form HG 00 01 09 16 injury"or "property damage"is caused,in whole or in part,by you or by those acting on your behalf.Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.includes that part of any contract or agreement that indemnifies a railroad for "bodily injury"or "property damage"arising out of construction or demolition operations,within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing,approving,or failing to prepare or approve,maps,shop drawings,opinions,reports,surveys, field orders, change orders or drawings and specifications; or (b)Giving directions or instructions,or failing to give them,if that is the primary cause of the injury or damage; or (2)Under which the insured,if an architect,engineer or surveyor,assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services,including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13."Leased worker"means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm,to perform duties related to the conduct of your business."Leased worker"does not include a "temporary worker". 14."Loading or unloading" means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b.While it is in or on an aircraft, watercraft or "auto"; or c.While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading"does not include the movement of property by means of a mechanical device,other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment"means any of the following types of land vehicles,including any attached machinery or equipment: a.Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers; e.Vehicles not described in a.,b.,c.or d.above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors,pumps and generators,including spraying,welding,building cleaning,geophysical exploration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in a.,b.,c.or d.above maintained primarily for purposes other than the transportation of persons or cargo. However,self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1)Equipment designed primarily for: (a)Snow removal; (b)Road maintenance, but not construction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3)Air compressors,pumps and generators,including spraying,welding,building cleaning,geophysical exploration, lighting and well servicing equipment. However,"mobile equipment"does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged.Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". Form HG 00 01 09 16 Page 21 of 22 16."Occurrence"means an accident,including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury"means injury,including consequential "bodily injury",arising out of one or more of the following offenses: a.False arrest, detention or imprisonment; b.Malicious prosecution; c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room,dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d.Oral,written or electronic publication,in any manner,of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e.Oral, written or electronic publication, in any manner, of material that violates a person's right of privacy; f.Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or g.Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."Pollutants"mean any solid,liquid,gaseous or thermal irritant or contaminant,including smoke,vapor,soot,fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard": a.Includes all "bodily injury"and "property damage"occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned.However,"your work"will be deemed completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service,maintenance,correction,repair or replacement,but which is otherwise complete,will be treated as completed. b.Does not include "bodily injury" or "property damage" arising out of: (1)The transportation of property,unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you,and that condition was created by the "loading or unloading"of that vehicle by any insured; (2)The existence of tools, uninstalled equipment or abandoned or unused materials; or (3)Products or operations for which the classification,listed in the Declarations or in a policy Schedule,states that products-completed operations are subject to the General Aggregate Limit. 20."Property damage" means: a.Physical injury to tangible property,including all resulting loss of use of that property.All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured.All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. As used in this definition,computerized or electronically stored data,programs or software are not tangible property. Electronic data means information, facts or programs: a.Stored as or on; b.Created or used on; or c.Transmitted to or from; computer software, including systems and applications software, hard or floppy disks, CD- ROMS,tapes,drives,cells,data processing devices or any other media which are used with electronically controlled equipment. 21."Suit"means a civil proceeding in which damages because of "bodily injury","property damage"or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or Page 22 of 22 Form HG 00 01 09 16 b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22."Temporary worker"means a person who is furnished to you to substitute for a permanent "employee"on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker" means a person who a.Is not your "employee"; b.Donates his or her work; c.Acts at the direction of and within the scope of duties determined by you; and d.Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24."Your product": a.Means: (1)Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles),materials,parts or equipment furnished in connection with such goods or products. b.Includes (1)Warranties or representations made at any time with respect to the fitness,quality,durability,performance or use of "your product"; and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 25."Your work": a.Means: (1)Work or operations performed by you or on your behalf; and (2)Materials, parts or equipment furnished in connection with such work or operations. b.Includes (1)Warranties or representations made at any time with respect to the fitness,quality,durability,performance or use of "your work", and (2)The providing of or failure to provide warnings or instructions. Tyler Software as a Service - Enterprise Resource Planning (ERP) system Final Audit Report 2026-05-19 Created:2026-05-13 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA6wxnCryhIt7c5R0siN5CTSgfzal2TVTP "Tyler Software as a Service - Enterprise Resource Planning (E RP) system" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-05-13 - 3:40:04 PM GMT- IP address: 35.229.54.2 Document emailed to marilynp@cupertino.org for approval 2026-05-13 - 3:45:34 PM GMT Email viewed by marilynp@cupertino.org 2026-05-13 - 3:45:48 PM GMT- IP address: 44.204.0.125 Signer marilynp@cupertino.org entered name at signing as Marilyn 2026-05-13 - 4:15:21 PM GMT- IP address: 64.165.34.3 Document approved by Marilyn (marilynp@cupertino.org) Approval Date: 2026-05-13 - 4:15:23 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to aracelia@cupertino.org for approval 2026-05-13 - 4:15:27 PM GMT Email viewed by aracelia@cupertino.org 2026-05-13 - 4:15:38 PM GMT- IP address: 44.222.82.71 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-05-13 - 10:26:26 PM GMT- IP address: 64.165.34.3 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-05-13 - 10:26:28 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Chris Sadler (chris.sadler@tylertech.com) for approval 2026-05-13 - 10:26:36 PM GMT Email viewed by Chris Sadler (chris.sadler@tylertech.com) 2026-05-13 - 10:26:53 PM GMT- IP address: 34.227.198.90 Document approved by Chris Sadler (chris.sadler@tylertech.com) Approval Date: 2026-05-14 - 8:17:36 PM GMT - Time Source: server- IP address: 162.10.127.134 Document emailed to Erik Graney (erik.graney@tylertech.com) for signature 2026-05-14 - 8:17:40 PM GMT Email viewed by Erik Graney (erik.graney@tylertech.com) 2026-05-14 - 8:17:46 PM GMT- IP address: 18.205.166.168 Document e-signed by Erik Graney (erik.graney@tylertech.com) Signature Date: 2026-05-14 - 8:22:13 PM GMT - Time Source: server- IP address: 163.116.157.73 - Signature Appearance Selected: IMAGE Document emailed to michaelw@cupertino.org for signature 2026-05-14 - 8:22:18 PM GMT Email viewed by michaelw@cupertino.org 2026-05-14 - 8:22:27 PM GMT- IP address: 98.84.171.65 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-05-19 - 9:30:47 PM GMT- IP address: 64.165.34.3 Document e-signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-05-19 - 9:30:49 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to terig@cupertino.org for signature 2026-05-19 - 9:30:53 PM GMT Email viewed by terig@cupertino.org 2026-05-19 - 9:31:33 PM GMT- IP address: 3.235.121.19 Signer terig@cupertino.org entered name at signing as Teri Gerhardt 2026-05-19 - 9:32:37 PM GMT- IP address: 64.165.34.3 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2026-05-19 - 9:32:39 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to laurens@cupertino.org for signature 2026-05-19 - 9:32:43 PM GMT Email viewed by laurens@cupertino.org 2026-05-19 - 9:33:01 PM GMT- IP address: 98.80.65.106 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-05-19 - 10:27:55 PM GMT- IP address: 64.165.34.3 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-05-19 - 10:27:57 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Agreement completed. 2026-05-19 - 10:27:57 PM GMT