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HomeMy WebLinkAbout*Other - BOCCPartnership in Prosperity A five-year plan to enhance prosperity; attract and retain investments along with talent, positioning Grant County as a robust and innovative county of growth and opportunity. 2023-2028 In its 32 year history, the Grant County EDC has assisted 31 large-scale manufacturing and high- tech companies with major investments or expansions. The companies have announced over 1,900 direct jobs in our local communities with average wages over $65,000 per year. Grant County has benefited greatly from its EDC investment. In just the most recent years, the EDC has facilitated over $5 billion assessable capital investments. Investments have come: SGL Terex Amway/Nutrilife AeroTEC Viterra Sonico Stonefly Hotel Group Torklift Sila Microsoft REC Vantage H5 Sabey GI Tare Norco Group 14 Twelve In property taxes alone, the County is realizing/garnering $6,434,315 annually. Several thousand lobs have been created with millions of payroll dollars circulating within the county. The work of the EDC builds prosperity for all citizens of Grant County. The EDC facilitates Grant County's SIP program which funds job -creating infrastructure investments in all regions of Grant County. Generated through sales taxes, total annual grants are well in excess of $1 million annually. Recent feedback from interviews with 60 local business and community leaders confirmed the EDC has: ✓ a highly credible staff ✓ a significant track record ✓ respect as the definitive source for economic data and market analysis ✓ confidence of partners and investors Further insight acknowledges that we are operating in a very different environment from just a few years ago. Community leaders are embracing a revised strategic plan. Appreciating the EDC as the county's most collaborative public/private partnership, the new Partnership in Prosperity program focuses on: ✓ Retention and expansion of existing industry ✓ Recruitment of new capital investment and employers ✓ Strengthening the workforce for career success ✓ Small business development ✓ Attraction of talent for existing employers ✓ Facilitating job -creating infrastructure development ✓ Tracking and reporting outcomes, data, and deliverables Deeper details are provided in the strategic plan which is attached. An additional attachment reports the anticipated Return on Investment (ROI) prepared by the Outcomes Lab TM of partner Convergent Nonprofit Solutions. 0iitrnmac The Partnership in Prosperity five-year strategic plan has several measurable goals in small business growth, infrastructure development, and job creation. A targeted goal is 550 primary new jobs in specific targeted industry clusters - aerospace, data centers, clean tech, agriculture/food processing, and healthcare. Meeting our goal of 550 primary new jobs will create an additional 764 secondary jobs, totaling 1,314 new jobs. This economic growth is expected to generate $68 million in new annual earnings. Plus $38 million in new consumer expenditures. Meeting the above goals adds $13 million in sales taxes to Grant County government. This is in addition to the long-term value of the growing tax base. Investment Request To assure deliverability of -all 37 specific strategies, it is vital to ensure operational and program resources are committed. Both private and public partners are investing in the Partnership in Prosperity process. On behalf of the EDC Board of Directors and leaders of the Partnership in Prosperity campaign, we respectfully request Grant County, using 133 & 113 funds, invest $150,000/year for the five years 2024-2028 inclusively. As a reminder, funds 133 and 113 are restricted for economic development. Using these resources is not an expenditure from the County's operating fund and does not reduce resources for citizen services. Indeed, the Return on Investment will increase prosperity for the County, businesses and citizens. With additional resources, the EDC will increase marketing opportunities specifically focused on targeted industries and markets. Further, additional staff may be contracted in unique specialty areas. Thank you for considering investment and partnership. We are available at any time. Grant County Economic Development Council Leadership Louis Szbayla EDC Board Chair Grant County PUD Brant Mayo Executive Director Grant County EDC Partnership in Prosperity Campaign Co -Chair Mark Fancher Dr. Sara Thompson -Tweedy Lisa Karstetter Coldwell Banker Real Estate Big Bend Community College Longtime Tech Leader Partnership in Prosperity Campaign Cabinet (8/21/23) Ryan Beebout Pat Boss Cash Brown Don Kersey Roaslinda Kibby Tony Massa Curt Morris Peggy Nevismal Dale Pomeroy (Additional Campaign Cabinet are signing on every day. An inclusive list will be announced at the official public kick-off.) Grant County Economic Development Council •III-i'm WWPM"�_] Initiative I: Business Retention and Expansion Existing industry is a top priority for the EDC. Servicing the needs of current employers is vital to maintenance of a healthy economic climate. Success is achieved as businesses grow, stay, employ, and become more committed to the region. Historical economic development data indicates that existing businesses represent 70-50% of new investment and job creation in a community. Objective: Proactively engage, assist, and represent existing industry with their unique local needs to sustain and expand. Key Strategies: Existing Industry AV Sustain systematic existing industry and investor interaction, meeting with 50 local investor companies each year. From those interactions: o Track data to identify and forecast trends. o Respond to identified issues and assist those existing companies needing support. o Identify any supply chain challenges facing existing industry. Where appropriate and feasible, engage a supplier recruitment or reshoring strategy 4i Facilitate connections to promote local businesses by making introductions and referring local providers of services and products. o% Update the Grant County Wage and Benefits Survey on an every -other -year basis. Small Business �G Partner with the Small Business Development Center (SBDC) to initiate and foster home- grown businesses. Host the SBDC office and meeting space for entrepreneurial assessment and development. oG Counsel, assess, coach and advise entrepreneurs with expertise and high-value market data. Aft Provide market analysis to local small businesses, entrepreneurial initiatives, along with new and existing businesses. Averages about 25 clients annually. Ab Facilitate local businesses' export assistance to foreign markets and distributors. Influence Aft As chief business information entity, convene and facilitate community leaders, exploring advanced opportunities for enhancing challenging factors. Key areas of focus are workforce development, talent pipeline, housing, infrastructure development, livability, and quality of life topics. With research and data, influence positive outcomes in these arenas. Aft Connect with state representatives at least semiannually to advocate for economic concerns and needs within Grant County. The location, diverse economic base, quality of life, and other assets have all contributed to Grant County's economic momentum. In business recruitment and attraction, the EDC will intensify efforts to sell Grant County and its unique communities as an ideal investment location, to the nation and the world. Objective: Selectively target and attract new capital investment into Grant County with emphasis on quality jobs. Target industries include agriculture processing, aerospace, data center/cloud computing, and clean -tech manufacturing. Key Strategies: Aft Using multiple mediums (direct contact, trade missions, digital trade media, etc.) deliver Grant County ideal site messaging to at least 50 prospective new companies annually in targeted industry clusters. Aft Along with regional, state, and site consultant co -marketing opportunities, connect (in- person and virtually) with companies through industry -specific trade events and conferences (estimated at 3-5 events per year). Aft Influence site location decision -makers keeping all abreast of product (building and land) availability within the market. Expand interactions and strengthen relationships with economic development partners including the State of Washington Department of Commerce and professional site selectors. Aft Maintain a consistently current property database of available sites and buildings for economic development. Explore deeper -dive tools for qualifiable evaluation of site readiness and certifications. Coordinate with brokers and owners to maximize marketing. Aft Maintain and keep current the Grant County EDC website, Grant County Trends website, and the cost of living study. Aft Elevate the community's reputation as a technology and innovation hub, using digital and other marketing channels. Aft Through the nation's largest retail trade event, actively engage with commercial developers leading a team effort to strengthen retail and recreation recruitment. Aft Create and utilize unique Community Profiles to promote Grant County. 4 Debrief with related integrated partners, concluded project activity. Initiative III: Workforce Development & Talent Attraction Human talent is often the differentiating asset between successful and failed businesses. Grant County's economic future must include growing and retaining workforce talent. The EDC will engage in strategies to amplify the current and future needs of the workforce. Our ability to grow our talent assets, with the alignment of training and educational programs, along with attracting additional talented individuals to the community, is the key to continuing to develop our existing workforce. Objective: Through partner engagement, align training and education with industry needs; recruit new talent, and establish a consistent pipeline for industry. Key Strategies: Collaborate Ensure all workforce development partners (Career Connect, SkillSource, Workforce Alliance, Department of Commerce) are in sync to implement the highest -need strategies for strengthening the workforce pipeline. 1't Bridge business and education communities to advocate for and assist education partners (K-12 School Districts, Big Bend Community College, CB Tech, and Job Corps) to create and implement strategies to ensure that technical training is provided to meet local industry skill needs. Aft Foster career awareness, career credentialing, and earning potential, through work - based learning opportunities such as job shadowing and industrial tours. ®% Monitor workforce data and share as needed with partners, investors, and local leaders. (i.e. size of workforce, participation rate, occupation forecast). Attract Talent Aft Partner with investors, young professionals, and complimentary groups (industry clusters, healthcare, clean tech, ag-automation) to expand efforts to attract and retain in -demand talent in the community. Explore examples targeting impending college graduates along with an outdoor enthusiasts' lifestyle campaign. ,ft Represent economic development perspectives by advocating and engaging with local organizations that aim to address livability factors and improve Grant County's quality of ife. Initiative IV: Infrastructure Development To continue to be a world-class business destination, we must step up investment in world-class infrastructure. Success in recruitment or expansion is directly tied to our capability to supply infrastructure. The ability to develop sites, parks, shell buildings and grow a tax base is an outcome of infrastructure development. As the time -to -market accelerates for every project, we must have available ready -to -build product to attract prospects. Assertively investing in infrastructure today, will ensure a competitive advantage and attract economic investment for future generations. Objective: As a thought leader on infrastructure advancement, affecting economic development, proactively position all communities in the county for future growth opportunities. Key Strategies: 4t Consistently engage with each municipality and port to identify infrastructure needs. Assist in obtaining funds through legislative channels and Grant County's Strategic Infrastructure Program (SIP). d� Maintain a strong partnership and working relationship with the Grant County Public Utilities District (PUD). Assist in forecasting long-term volume and advocate for timely investment in expansion. Aft Continue monitoring and assessment of irrigation projects and actively pursue support for expansion. 4t Continuously maintain up-to-date asset mapping for each community. Aft Convene Grant County Ports Meeting at least annually to assess partner or collaborative opportunities. Fag Lei 1,11, tum, 111 lalwa To expand, compete and exceed beyond our current momentum, investor engagement will take us to the next level. Economic development success is, in part, built upon partners' trust and their continued financial investment. The EDC is committed to ensuring its investors and the community are informed of the implementation of this five-year strategy and progress towards delivering the specific goals. Objective: Engage public, private, and community investors of Grant County to ensure delivery of outcomes, accountability, and transparent use of resources. Key Strategies: ,% Create and deploy an intentional communications and messaging strategy to share periodic updates and briefings for all investors. Aft Expand the base of support, with a balance of public and private investment through a comprehensive campaign to fully implement all strategies and achieve goals. Revise the existing member structure to maximize engagement and investor benefit. Aft Track and report all activity, output, program implementation, data, and metrics. eft As the county's voice of business insight, proactively deliver reports on issues affecting economic development deliverables. Aft Invite investors (when appropriate) to special events such as groundbreakings, ribbon - cuttings, and project announcements. Aft Host countywide community forums and workshops on hot -topic issues of significance to local companies. Aft Serve as the primary information hub and go -to resource for connections, economic information, and market data analytics. Distribute special reports through Chambers of Commerce, government outlets, social media, and trade organizations. Aft Explore opportunities to elevate the EDC's professional image of workplace and client presentation facilities. Embrace and invest in premium technology that will allow the highest -class in-person and virtual presentations. Ifo With intentional inclusiveness, review and update the Bylaws balancing the public and private, as well as geographic engagement of the Board. Metrics 4� 550 newly announced jobs with wages averaging at or above the existing county average 4t 250 (50/year) existing industry retention visits and interactions Aft Assist with 10-12 new infrastructure projects leading directly to job creation within Grant County Ab Serve approximately 25 small business clients annually 3t*CUI1VergE'nt NONPROFIT SOLUTIONS Better Fundraising, Better Results. ALAMO&. ii EconoM*1c Development counc*11 I ............. 0 1 V AUG .2 2 2, 02 3 is �. RA N T C Jobs Impact Number of new primary jobs 550 Primary wage rate paid (hourly) $32.97 Total direct payroll $37,712,400 Total payroll, once all jobs are in place $68,125,,736 Total jobs 11314 Calculated indirect jobs created 764 Calculated indirect wage rate paid (hourly) $19.13 Consumer Spending Personal income $47,688,015 Disposable personal income $40,301.8142 Net personal consumption expenditures $37,657,387 Banking Impact Deposit potential for area financial institutions $5,886,653 Data presented is annual, and realized once the550jobs are in place at the end of five years Personal Income: Total payroll less estimated leakage Disposable Personal Income: Personal income less personal tax and non -tax payments Net Personal Consumption Expenditures: Disposable personal income less personal savings, interest, and personal transfer payments Deposit Potential: Personal Savings Rate less Deposit Leakage Estimate with area turnover (Reserve Req. Ratio) Partnership In Prosperity How the money will likely be spent based on earnings level of target jobs Grant County, Washington Projected Annual Consumer Expenditures, at the end of 5 years $37,657,1387 Expected Income Range of Primary Jobs $50,000-$69,999 Weighted Average Annual Wage $68,.568 Estimated Local Sales/Special Tax Generated $426,,187 Estimated State Sales Tax Generated $1,541,119 Area Expenditures Food 5,013,634 Food at home $3,228,285 Cereals and bakery products $408,843 Cereals and cereal products $126,009 Bakery products $282,834 Meats, poultry, fish, eggs $678,666 Beef $184,904 Pork $143,814 Other meats $86,288 Poultry $124,639 Fish and seafood $96,561 Eggs $42,459 Dairy products $305,434 Fresh milk and cream $100,670 Other dairy products $204,764 Fruits and vegetables $643,055 Fresh fruits $221,200 Fresh vegetables $213,667 Processed fruits $78,755 Processed vegetables $129,433 Other food at home $1,192,288 Sugar and other sweets $113,682 Fats and oils $85,604 Miscellaneous foods $630,043 Nonalcoholic beverages $321,185 Food prepared by consumer unit on out-of-town trips $41,775 Food away from home $1,785,350 Alcoholic beverages $266,399 Ho vs "as I n g � i Shelter $5,026,358 Owned Dwellings $Z227-J4.41S Mortgage fnterestand Charges 5864,714 P 57 3 1. ; perty taxes .81617 MaiintenancA, repaiirs,- ins uraneer other eWenses`,$ : , � Rented dowellin.gs- $2.1647.,SGO Odh, e r, I od gin g. 5151J353 Utiiitiftles,fuels, and publi"t serv"ite, $2 019325 Ulawral gas 5174,167 E I e ct- Cj Ckif ty $792,376 Flue] oil and other fuels $47.; 29 8 Teflepihone se-A'Mces 573Q,,611 Resident ".1 pharie, sero ce.,V011 P,, and p hune, cards 5153.1022 C e I'l UU. I a r p hia n e - s, e r vii ce S577.1589 VI later and giber pubfic se.Micesi $20.1032 Household operations $1,98jO94 Flenznal sery-kes. $114J627 Offier householld expenses $393J962 HoutsekeeIng suppifes, p $33 2-J97 Laundry and, cleaning supplbm-s Ct her househol'dP. rctsodu 79 17 .1731 ge, and stationery $79JO1 5 Househo"I'd-fumishfings- and equEent im3 -P 578 0., .1.4 Ho.u.sehold tieniles $47J298 Furrfiture 51EGJ409 Fl om° corerkp zS7.1234 Major apPRances, 5133JS417 ll iiarbces�, is- Iftanews, fioU-erjj CEPR- s ir res Smaappl ma $5i5_,757 MiscellaneoLn household equipment 5348,18-90 Apparel and senfices 6786,812 Men and Boys 5174,167 Men, 16 andi -over .51 ISJ7240 Boys, 2,to 15 $58,427 Wonvenand Girls %fornen, 16 and oyer, 52483.1 ":30 GrI.S. 2 -to, 15 $58j983 Children under 2 $20.1032 Foomear, $1,98jO94 mer apparel products and sevvioes Transportation $6,924,993 Vehicle purchases $2,977,637 Cars and trucks, new $1,439,511 Cars and trucks, used $1,530,593 Other vehicles $7,533 Gasoline and motor oil $1,488,134 Other vehicle expenses $2,238,022 Vehicles finance charges $160,250 Maintenance and repairs $621,825 Vehicle rentals, leases, licenses, other charges $404,734 Vehicle insurance $1,0511898 Public transportation $220,515 Health care $3,233,763 Health insurance $2,275,003 Medical services $552,657 Drugs $315,021 Medical supplies $90,397 Entertainment $1,681,940 Fees and admissions $202,025 Audio and visual equipment and services $632,782 Pets, toys, hobbies and playground equipment $575,941 Pets $412,267 Toys, hobbies, playground equipment $162,989 Other entertainment supplies, equipment, and services $271,877 Personal care products and services $417,746 Reading $51,362 Education $358,166 Tobacco products $249,963 Miscellaneous $526,634 Cash contributions $1,032,038 Personal insurance and pensions $3,281,017 Life and personal insurance $209,558 Pensions and social security $3,072,144 Total* $371656,702 *May differs I ightlyfrom above, due to rounding. How the money will likely be spent based on earnings level of target jobs Partners In Prosperity Campaign $2,484,S60 $3,.281017 $1.78S.350 17,74c 044,004 $3,.233f763 $3,946,671 $2,Y977o637 $1,032,038, $2,780,1406 2,t601 * Food * Dining out a Housin& shelter * Utilities, fuels, and public service a Housing, other * Apparel and services Vehicle purchases a Transportation, Healthcare Entertainment Personal care products and services Personal: insurance and pension$ a Other expenditures Summary BY THE NUMBERS • At the end of five years, the program is targeting 550 primary jobs, which will create an additional 764 secondary jobs. • The primary jobs are expected to pay $32.97 an hour. • The primary jobs are expected to create indirect wages of $19.13 an hour. • This economic activity is expected to generate $68,,125,736 in annual total earnings and $37,657,387 in annual area personal consumer expenditures and could result in $5,,886,,653 in annual deposits for area banks. For more detailed information, reach out to Doug Croft dcroft@convergentnonprofit.com or 336-848-5620 \ti tyler technologies SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler's proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; .NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows: SECTION A — DEFINITIONS • "Agreement" means this Software as a Service Agreement. • "Business Travel Policy" means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B. • "Client" means Grant County, Washington. • "Data" means your data necessary to utilize the Tyler Software. • "Data Storage Capacity" means the contracted amount of storage capacity for your Data identified in the Investment Summary. • "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then -current Documentation. • "Defined Users" means the number of users that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A contains Enterprise Permitting & Licensing labeled software, defined users mean the maximum number of named users that are authorized to use the Enterprise Permitting & Licensing labeled modules as indicated in the Investment Summary. • "Developer" means a third party who owns the intellectual property rights to Third Party Softwa re. • "Documentation" means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • "Effective Date" means the date by which both your and our authorized representatives have signed the Agreement. • "Force Majeure" means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • "Investment Summary" means the agreed upon cost proposal for the products and services attached as Exhibit A. •.:��� tyler s�' technologies • "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B. • "Order Form" means an ordering document that includes a quote or investment summary and specifying the items to be provided by Tyler to Client, including any addenda and supplements thereto. • "SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary. • "SaaS Services" means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services. • "SLA" means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C. • "Statement of Work" means the industry standard implementation plan describing how our professional services will be provided to implement the Tyler Software, and outlining your and our roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit E. • "Support Call Process" means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C. • "Third Party Hardware" means the third party hardware, if any, identified in the Investment Summary. • "Third Party Products" means the Third Party Software and Third Party Hardware. • "Third Party SaaS Services" means software as a service provided by a third party, if any, identified in the Investment Summary. • "Third Party Services" means the third party services, if any, identified in the Investment Summary. • "Third Party Software" means the third party software, if any, identified in the Investment Summary. • "Third Party Terms" means, if any, the end user license agreement(s) or similar terms for the Third Party Products or other parties' products or services, as applicable, and attached or indicated at Exhibit D. • "Tyler" means Tyler Technologies, Inc., a Delaware corporation. • "Tyler Software" means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement. • "we", "us", "our" and similar terms mean Tyler. • "you" and similar terms mean Client. SECTION B—SAAS SERVICES 1. Rights Granted. We grant to you the non-exclusive, non -assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, ityler 0 technologies as further described in Section C(9). The foregoing notwithstanding, to the extent we have sold you perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are receiving SaaS Services, your rights to use such Tyler Software are perpetual, subject to the terms and conditions of this Agreement including, without limitation, Section 6(4). We will make any such software available to you for download. 2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount of Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s). 3. Ownership. 3.1 We retain all ownership. and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services. 3.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only. 3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services. 4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party's business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement. 5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in Section C(9), below, the SLA and our then current Support Call Process. 6. SaaS Services. 6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA's Statement on Standards for Attestation Engagements ("SSAE") No. 21. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. The scope of audit coverage varies for some Tyler Software solutions. Upon execution of a mutually agreeable Non -Disclosure Agreement ("NDA"), we will provide you with a ••:•:• tyler summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which you make a written request, we will provide that same information. If our SaaS Services are provided using a 3rd party data center, we will provide available compliance reports for that data center. 6.2 You will be hosted on shared hardware in a Tyler data center or in a third -party data center. In either event, databases containing your Data will be dedicated to you and inaccessible to our other customers. 6.3 Our Tyler data centers have fully -redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event of a data center failure, we reserve the right to employ our disaster recovery plan for resumption of the SaaS Services. In that event, we commit to a Recovery Point Objective ("RPO") of 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. 6.4 We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. We will provide you with a written or electronic record of the actions taken by us in the event that any unauthorized access to your database(s) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software. Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer. 6.5 We test our disaster recovery plan on an annual basis. Our standard test is not client -specific. Should you request a client -specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request. 6.6 We will be responsible for importing back-up and verifying that you can log -in. You will be responsible for running reports and testing critical processes to verify the returned Data. 6.7 We provide secure Data transmission paths between each of your workstations and our servers. 6.8 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel. Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access. 6.9 Where applicable with respect to our applications that take or process card payment data, we see . s - t y I e r • technologies 4 are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements. SECTION C — PROFESSIONAL SERVICES 1. Professional Services. We will provide you the various implementation -related services itemized in the Investment Summary and described in the Statement of Work. 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good -faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in -scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours. 3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote. 4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments. 5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re -perform such services at no additional cost to you. 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. 7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and tyler 'a technologies security policies. 8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation -related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission). 9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will: 9.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable release life cycle policy); 9.2 provide support during our established support hours; 9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services; 9.4 make available to you all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 9.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy. We will use all reasonable efforts to perform support services remotely. Currently, we use a third -party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain your VPN for backup connectivity purposes. For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design; (c) other consulting services; or (d) support outside our normal business hours as listed in our then - 'a tech iologies current Support Call Process. Requested services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks' advance notice. SECTION D —THIRD PARTY PRODUCTS 1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party Software and related documentation for internal business purposes only. Your rights to the Third Party Software will be governed by the Third Party Terms. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant access to the Third Party Software. 3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware. 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products. 4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third -party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy. SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2). 2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so. ••:��� tyler aim technologies SECTION F —TERM AND TERMINATION 1. Term. The initial term of this Agreement is equal to the number of years indicated for SaaS Services in Exhibit A, commencing on the first day of the first month following the Effective Date, unless earlier terminated as set forth below. If no duration is indicated in Exhibit A, the initial term is one (1) year. Upon expiration of the initial term, this Agreement will renew automatically for additional one (1) year renewal terms at our then -current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then -current renewal term. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement. 2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2). 2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don't cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. 2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section H(3). 2.3 Force Ma'e� ure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more. 2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience. 3. Return of 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. SECTION G — INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets, tyler �.' technologies and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non -licensed third parties, or your willful infringement. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI -DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense. 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER tyler �► technologies DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR. 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THE THEN -CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request. SECTION H — GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twenty-four (24) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twenty-four (24) months have expired, you may purchase additional products and services at our then -current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twenty-four (24) months from the Effective Date. 3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort a •:;: tyler • technoloti ios 10 to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct -pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. 5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 6. E -Verify. We have complied, and will comply, with the E -Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request fora reasonable time extension equal to the estimated duration of the Force Majeure event. 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms. 11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, tyler 0 techildo re's 11 and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non -enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non -enforcement prevent such party from enforcing each and every term of this Agreement thereafter. 14. Independent Contractor. We are an independent contractor for all purposes under this Agreement. 15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party. 16. Client lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials. 17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; (b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the •tyler •• technologies fogies 12 event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law. 18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your Data. In the event we detect malware or other conditions associated with your Data that are reasonably suspected of putting Tyler resources or other Tyler clients' data at risk, we reserve the absolute right to move your Data from its location within a multi -tenancy Tyler hosted environment to an isolated "quarantined" environment without advance notice. Your Data will remain in such quarantine for a period of at least six (6) months during which time we will review the Data, and all traffic associated with the Data, for signs of malware or other similar issues. If no issues are detected through such reviews during the six (6) month period of quarantine, we will coordinate with you the restoration of your Data to a non -quarantined environment. In the event your Data must remain in quarantine beyond this six (6) month period through no fault of Tyler's, we reserve the right to require payment of additional fees for the extended duration of quarantine. We will provide an estimate of what those costs will be upon your request. 19. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license. 20. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law. 21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 22. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement. 23. 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. 24. KOA Hills. The KOA Hills Consulting Software as a Service Agreement is attached hereto as Exhibit D. Schedule 3. Client's use of the KOA Hills software and services is subject to that agreement. 25. Time & Attendance Clock Terms. Notwithstanding anything to the contrary in the Time & Attendance Clock Terms, Client shall be liable for the costs associated with any replacement clock, if Client fails to ship the defective clock within two (2) weeks from receipt of a replacement clock. tyler •i ter..hilo;ogies 13 26. Contract Documents. This Agreement includes the following exhibits: Exhibit A Investment Summary Exhibit B Invoicing and Payment Policy Schedule 1: Business Travel Policy Exhibit C Service Level Agreement Schedule 1: Support Call Process Exhibit D Third Party Terms Schedule 1: Hyperlinked Terms Schedule 2: DocOrigin Terms Schedule 3: KOA Hills Consulting Software as a Service Agreement Exhibit E Statement of Work Schedule 1: Tyler Statement of Work Schedule 2: KOA Hills Statement of Work Finance Schedule 3: KOA Hills Statement of Work HCM 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. Ir 9 1AAe-ool By: ILAr V. Name: Rob Kennedy -Jensen Title: Group General Counsel Date: August 21, 2023 Address for Notices: Tyler Technologies, Inc. One Tyler Drive Yarmouth, ME 04096 Attention: Chief Legal Officer 14 Grant County, Washington By: S-2 2 d C/L M+14re P#- y� '' 1)qwt-(�//cw s Name: Title: Date: Address for Notices: Grant County 35 C Street NW Ephrata, W[j[Adi-tW--Q 8823 Attention: *-4c-t tyler • i@CiI1Q��r;lr S APPROVED AND ADOPTED this day of August, 2023. BOARD OF COUNTY COMMISSIONERS GRANT COUNTY, WASHINGTON ATTEST: Barb J. Vasquez Clerk U the Boar APPROVED AS TO FORM: BOCC Signature Page Tyler Technologies, Software as a Service Agreement