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DocuSign Envelope ID:8D6BF819-7F7F-492F-B590-6156F7327668 <br /> allocated for potential onsite services. With the exception of the resumes for the Project Manager and <br /> Principal Implementation Consultant (hereinafter"Key Personnel"),those resumes are for your <br /> information and planning purposes only. With regards to Key Personnel, however,you may(a) meet with <br /> and/or interview by phone the proposed Key Personnel, with any travel expenses for onsite meetings or <br /> onsite interviews you request to be billable to you; (b) conduct, at your expense, project reference checks <br /> on the proposed Key Personnel; and (c) approve or reject the assignment of the proposed Key Personnel. <br /> In exercising those options,you understand and agree that (d) any meeting, interview or reference check <br /> must be requested and conducted within a timeframe to be mutually agreed to; and (e) if you reject the <br /> proposed Key Personnel,you must timely notify us of that rejection, and work with us to adjust any <br /> impacted project dates and activities to accommodate a repeat of the process described above. You <br /> further understand and agree that staffing assignments, including the assignment of the Key Personnel, <br /> are subject to our reasonable discretion, and that our resources are finite. Accordingly,your approval of <br /> the proposed Key Personnel will not be unreasonably withheld. Reasonableness, in this context, will be <br /> measured by the proposed Key Personnel's ability to satisfy the standards for their respective roles and <br /> their positive reference checks. Key Personnel will have led at least one (1) prior implementation of the <br /> Tyler Software through all stages to a successful completion. The Project Manager shall incorporate the <br /> core values of the Project Management Institute in their project management methodology, and the <br /> Project Manager shall be trained in, and shall use, our proprietary project management techniques,which <br /> we deploy through repeated online and onsite training and professional development opportunities. Once <br /> our project team is assembled and your counterparts have been identified, consistent with the roles <br /> described in Attachment D to the Statement of Work, we agree that we will not remove that staff and <br /> personnel from their assigned project roles without reasonable advance notice and good cause, and that <br /> we will work with you to mitigate project impacts after any such removal. The parties will also work <br /> together to manage the project impact resulting from the temporary unavailability of project staff from <br /> either party. In the event our personnel is/are not providing services consistent with our service warranty, <br /> you will notify us of that deficiency and give us a reasonable opportunity to correct it. In the event the <br /> deficiency persists such that project progress is impeded and/or your project team has assumed our <br /> project member's responsibilities to mitigate impact on project progress,we will replace that project <br /> member upon your written request. Replacement staff will be assigned following the same processes set <br /> forth above, shall have at minimum the reasonably equivalent experience as the person being replaced, <br /> and shall be non-billable to you for the first two weeks of their project assignment (whether their services <br /> are being provided onsite or remotely,with only travel expenses being billable to you in the event they <br /> must appear onsite), allowing the individual to come up to speed and to diminish the impact to the <br /> project. <br /> SECTION D—MAINTENANCE AND SUPPORT <br /> This Agreement includes the period of free maintenance and support services identified in the Invoicing <br /> and Payment Policy. You have purchased ongoing maintenance and support services, and if you continue <br /> to make timely payments for them according to our Invoicing and Payment Policy, we will provide you with <br /> maintenance and support services for the Tyler Software under the terms of our standard Maintenance <br /> and Support Agreement. <br /> If, in the future,you opt not to purchase ongoing maintenance and support services for the Tyler Software, <br /> the Maintenance and Support Agreement will not apply to you. Instead,you will only receive ongoing <br /> maintenance and support on the Tyler Software on a time and materials basis. In addition,you will: <br /> ••-o . tyler <br /> 5 <br />