RFP NSP7149 Z1 Tyler Technologies File 1 of 5 (1).pdf

Nebraska State Patrol, Nebraska Request for Proposal for Contractual Services

Technical Proposal

Monday, July 22, 2024

Restrictions on Disclosure The Nebraska Public Records Law (Neb. Rev. Stat. § 84-712.01 et seq.) (the “Act”) exempts certain records and information from public disclosure requirements. “Records which may be withheld from the public” include “[t]rade secrets … and other proprietary or commercial information which if released would give advantage to business competitors and serve no public purpose.” Id. at § 84-712.05(3). A “trade secret” includes “information, including, but not limited to, a drawing, formula, pattern, compilation, program, device, method, technique, code, or process that: (a) [d]erives independent economic value, actual or potential, from not being known to, and not being ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) [i]s the subject of efforts that are reasonable under the circumstances to maintain its secrecy.” Id. at § 87-502(4).

The items identified by Tyler in our Proposal are considered trade secrets and/or confidential proprietary information and Tyler requests that such Protected Information not be included by the State in any public disclosure.

Tyler’s Proposal includes a variety of confidential and proprietary information detailing information that is not generally known by Tyler’s competitors. For the reasons stated herein, Tyler has redacted such information and requests that the Protected Information be withheld by the State prior to any public disclosure.

The disclosure of closely guarded functional requirement response checklists, non-public software screenshots, customized statements of work, client contact information and software technical requirements in the Tyler Proposal will give any downstream recipient of the information contained therein an unfair bidding advantage. These responses include a variety of confidential and proprietary data detailing the functionality of the proposed Tyler software. That data includes descriptions of the computer systems and programs offered by Tyler and/or its partners; techniques, processes and operations; and other information not generally known to Tyler’s competitors.

Tyler goes to great lengths to protect the confidentiality of its trade secrets. The software industry is highly competitive, and that competitiveness is grounded in a company’s ability to develop and provide a software system that is efficient, effective, and evolved. Tyler invests millions of dollars per year to develop top-tier software solutions. Providing Tyler’s competitors with unlimited access to the results of those efforts creates a negative market incentive and exposes Tyler to unfair competition that may adversely affect its reputation, sales success, and financial portfolio.

Similarly, Tyler’s itemized pricing structure for individual software modules and services is a highly nuanced framework that Tyler has refined over its many years in business. If any Tyler competitor were given that matrix, they could predict future Tyler quotes and re-price their bids accordingly to the detriment of both Tyler and the State. Notwithstanding the foregoing, Tyler agrees that the State may disclose the total one-time and recurring fees set forth in the cost proposal document. That disclosure satisfies any legitimate interest in the pricing of Tyler’s project.

The References list provided in Tyler’s Proposal contains information that is not generally known or readily ascertainable to the public, namely the dates when such clients purchased the software modules and the specific “Contact information” of Tyler’s contact at each client site. This type of pertinent business data is known by Tyler only because of its client relationships. Indeed, such information is the value in a client list. Tyler spends many hours of labor and interaction to develop the information reflected in the list, and disclosure to a competitor grants the competitor a tremendous advantage in not having to spend the time and money to develop that same information.

Trademarks Disclaimer Because of the nature of this proposal, third-party hardware and software products may be mentioned by name. These names may be trademarked by the companies that manufacture the products. It is not Tyler’s intent to claim these names or trademarks as our own.

Monday, July 22, 2024

Lieutenant Jason Dean Nebraska State Patrol 4600 Innovation Drive Lincoln, Nebraska 68521

Dear Lt. Dean:

Tyler Technologies, Inc. (Tyler) is pleased to provide our proposal to the Nebraska State Patrol (State) for an integrated public safety system that includes Enterprise Public Safety software. With decades of experience in designing, developing and delivering public sector software nationally, we look forward to the opportunity to enter into a long-term partnership with the State to implement the requested software and interfaces and provide professional services including project management, data conversion, testing, and training.

Tyler is confident that our CAD and Mobile solutions can improve interoperability between your Communications Centers and enhance communication between troopers and dispatchers. The latest Esri mapping technology is embedded in our CAD and Mobile solutions to provide dispatchers and troopers with better situational awareness, enabling them to get help to those in need faster than ever. Our Esri-powered mapping provides dynamic ETAs based on travel time, road systems, and routing factors. Rapid SOS data is also integrated into our CAD solution to improve location accuracy.

Should the State have any questions regarding this RFP response, please contact:

Jamie Lund, Senior Account Executive 840 West Long Lake Road Troy, Michigan 48098

(303) 949-7974 Jamie.Lund@tylertech.com

Tyler can provide a successfully proven approach that will allow the State to quickly achieve the goals set forth for this project. We look forward to working with you as you consider the options for this upcoming project and firmly believe that the Tyler solution combines the product, the experience, and the implementation approach to fully meet the project’s goals.

Sincerely, Andrew B. Hittle President, Public Safety Division

840 West Long Lake Road Troy, Michigan 48098

P: 800.333.9673 www.tylertech.com

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Table of Contents

1. CORPORATE OVERVIEW

A. BIDDER IDENTIFICATION AND INFORMATION

Corporate Headquarters 1

B. FINANCIAL STATEMENTS

Audited Financial Statements 1 Litigation 2

C. CHANGE OF OWNERSHIP

D. OFFICE LOCATION

E. RELATIONSHIP WITH THE STATE

F. BIDDER’S EMPLOYEE RELATIONS TO STATE

G. CONTRACT PERFORMANCE

H. SUMMARY OF BIDDER’S CORPORATE EXPERIENCE

I. SUMMARY OF THE BIDDER’S PROPOSED PERSONNEL/MANAGEMENT APPROACH

Project Management Approach 4 Change Management 9 Resumes 10

J. SUBCONTRACTORS

2. TECHNICAL APPROACH

TECHNICAL REQUIREMENTS QUESTIONS FROM SECTION V OF THE RFP

Sample Software System Test Plan 12 Sample Staffing Plan 13

I. UNDERSTANDING OF PROJECT REQUIREMENTS

ENTERPRISE PUBLIC SAFETY COMPUTER AIDED DISPATCH

Key Product Features 16 Client Manager 18 Dispatch Client Functionality 18 Mapping Client Functionality 26 Application Security 27 Reporting 27

ENTERPRISE LAW ENFORCEMENT MOBILE

TRAINING SERVICES

Implementation Timeline: Training Services 30 New Implementation Training Services 30 Client Success & Education Services 32

MAINTENANCE AND SERVICES AGREEMENT

Client Success Organization 32 Post Go-Live Cloud Services 40

II. PROPOSED DEVELOPMENT APPROACH

III. TECHNICAL CONSIDERATIONS

Hosting Specifications 42 Workstation Specifications 42 Hosting Diagram 43

IV. ARCHITECTURE SOLUTION

General Overview 44

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Cloud Hosted Diagram 46 CJIS Security Compliance 46 Deployment Security 48 Connection to AWS 48 Encryption at Rest 49 Encryption in Transit 50 Amazon Nitro 50 Bandwidth Recommendation 50

V. DETAILED PROJECT PLAN

VI. DELIVERABLES AND DUE DATES

VII. TECHNICAL MATRIX

3. FORMS

FORM A – BIDDER PROPOSAL POINT OF CONTACT

FORM B – NOTIFICATION OF INTENT TO SUBMIT PROPOSAL

REQUEST FOR PROPOSAL FOR CONTRACTUAL SERVICES FORM

4. TERMS AND CONDITIONS

TYLER RESPONSE TO SECTION II – TERMS AND CONDITIONS

TYLER’S EXCEPTIONS

SAMPLE CONTRACT

CERTIFICATE OF INSURANCE

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1. Corporate Overview A. Bidder Identification and Information Tyler Technologies, Inc., is a publicly traded corporation (NYSE: TYL) incorporated in Delaware in 1990.

Tyler began as Saturn Industries in 1966, became Tyler Corp. in 1970 and listed on the NYSE. Tyler Corp.

became Tyler Technologies in 1999 and has been focused exclusively on serving the unique information management needs of local governments since 1997.

Corporate Headquarters

Tyler Technologies 5101 Tennyson Parkway Plano, Texas 75024 Telephone: (972) 713-3700

B. Financial Statements Audited Financial Statements

Please refer to the financial statements on the following pages.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Tyler Technologies, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Tyler Technologies, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 21, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

F-1

Goodwill impairment tests Description of the Matter

As of December 31, 2023, the Company’s goodwill balance of $2.5 billion was attributable to multiple reporting units. As disclosed in Note 1 to the consolidated financial statements, goodwill is assessed for impairment annually, or more frequently whenever events or changes in circumstances indicate its carrying value may not be recoverable. As part of its annual impairment test as of October 1, the Company performed a quantitative assessment for the platform technologies reporting unit which includes $1.7 billion, or 67%, of total goodwill as of December 31, 2023. The Company concluded that no impairment existed as of their annual assessment date.

Auditing management’s quantitative assessment for goodwill impairment was complex and highly judgmental due to the significant judgment required to determine the fair value of this reporting unit. In particular, the Company’s fair value estimate for this reporting unit was sensitive to significant assumptions, such as weighted average cost of capital and revenue growth rates which are forward looking and affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s review process for the quantitative goodwill impairment assessment, including controls over management’s review of the significant assumptions described above.

To test the estimated fair value of the applicable reporting unit, we performed audit procedures that included, among others, assessing the methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We evaluated management’s forecasted revenue to identify, understand and evaluate changes as compared to historical results and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. We also involved internal valuation specialists to assist in evaluating management’s methodologies and significant assumptions applied in developing the fair value estimates.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1966.

Dallas, Texas

February 21, 2024

F-2

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Tyler Technologies, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Tyler Technologies, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Tyler Technologies, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 21, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Dallas, Texas

February 21, 2024

F-3

Tyler Technologies, Inc.

Consolidated Statements of Income For the years ended December 31, (In thousands, except per share amounts)

2023 2022 2021 Revenues:

Subscriptions $ 1,159,512 $ 1,012,304 $ 784,435 Maintenance 466,661 468,455 474,287 Professional services 249,976 277,625 237,179 Software licenses and royalties 38,096 59,406 74,452 Hardware and other 37,506 32,414 21,934

Total revenues 1,951,751 1,850,204 1,592,287

Cost of revenues:

Subscriptions, maintenance and professional services 1,001,221 977,885 818,219 Software licenses and royalties 10,821 6,083 3,552 Amortization of software development 12,625 6,507 2,325 Amortization of acquired software 36,062 52,192 45,601 Hardware and other 29,923 23,674 12,946

Total cost of revenues 1,090,652 1,066,341 882,643

Gross profit 861,099 783,863 709,644

Sales and marketing expense 149,770 135,743 118,624 General and administrative expense 308,575 267,324 271,955 Research and development expense 109,585 105,184 93,481 Amortization of other intangibles 74,632 61,363 44,849

Operating income 218,537 214,249 180,735

Interest expense (23,629) (28,379) (23,298) Other income, net 3,328 1,723 1,544

Income before income taxes 198,236 187,593 158,981 Income tax provision (benefit) 32,317 23,353 (2,477)

Net income $ 165,919 $ 164,240 $ 161,458

Earnings per common share:

Basic $ 3.95 $ 3.95 $ 3.95

Diluted $ 3.88 $ 3.87 $ 3.82

See accompanying notes.

F-4

Consolidated Statements of Comprehensive Income For the years ended December 31, (In thousands)

2023 2022 2021 Net income $ 165,919 $ 164,240 $ 161,458 Other comprehensive income (loss), net of tax:

Securities available-for-sale and transferred securities:

Change in net unrealized holding gains (losses) on available for sale securities during the period 518 (850) — Reclassification adjustment of unrealized losses on securities transferred from held-to-maturity — (27) — Reclassification adjustment for net loss on sale of available for sale securities, included in net income — 79 —

Other comprehensive income (loss), net of tax 518 (798) — Comprehensive income $ 166,437 $ 163,442 $ 161,458

F-5

Consolidated Balance Sheets (In thousands, except par value and share amounts)

December 31, 2023 December 31, 2022

ASSETS

Current assets:

Cash and cash equivalents $ 165,493 $ 173,857 Accounts receivable (less allowance for losses and sales adjustments of $22,829 in 2023 and $14,761 in 2022) 619,704 577,257 Short-term investments 10,385 37,030 Prepaid expenses 54,700 50,859 Other current assets 10,303 8,239

Total current assets 860,585 847,242 Accounts receivable, long-term 8,988 8,271 Operating lease right-of-use assets 39,039 50,989 Property and equipment, net 169,720 172,786 Other assets:

Software development costs, net 67,124 48,189 Goodwill 2,532,109 2,489,308 Other intangibles, net 928,870 1,002,164 Non-current investments 7,046 18,508 Other non-current assets 63,182 49,960

$ 4,676,663 $ 4,687,417

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 146,339 $ 104,813 Accrued liabilities 158,558 131,941 Operating lease liabilities 11,060 10,736 Current income tax payable 2,466 43,667 Deferred revenue 632,914 568,538 Current portion of term loans 49,801 30,000

Total current liabilities 1,001,138 889,695 Term loans, net — 362,905 Convertible senior notes due 2026, net 596,206 594,484 Deferred revenue, long-term 291 2,037 Deferred income taxes 78,590 148,891 Operating lease liabilities, long-term 39,822 48,049 Other long-term liabilities 22,621 16,967

Total liabilities 1,738,668 2,063,028 Commitments and contingencies — — Shareholders' equity:

Preferred stock, $10.00 par value; 1,000,000 shares authorized; none issued — — Common stock, $0.01 par value; 100,000,000 shares authorized; 48,147,969 shares issued in 2023 and 2022 481 481 Additional paid-in capital 1,354,787 1,209,725 Accumulated other comprehensive loss, net of tax (326) (844) Retained earnings 1,603,773 1,437,854 Treasury stock, at cost; 5,858,476 and 6,364,991 shares in 2023 and 2022, respectively (20,720) (22,827)

Total shareholders' equity 2,937,995 2,624,389 $ 4,676,663 $ 4,687,417

F-6

Consolidated Statements of Cash Flows For the years ended December 31 (In thousands) 2023 2022 2021 Cash flows from operating activities:

Net income $ 165,919 $ 164,240 $ 161,458 Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization 154,079 159,072 135,624 Losses from sale of investments 1 45 — Share-based compensation expense 108,338 102,985 104,726 Provision for losses and sales adjustments - accounts receivable 8,233 2,781 2,831 Amortization of operating lease right-of-use assets 16,688 12,969 10,216 Deferred income tax benefit (73,704) (87,192) (13,271) Other 475 — — Changes in operating assets and liabilities, exclusive of effects of acquired companies:

Accounts receivable (39,878) (51,410) 17,608 Income tax payable (41,201) 61,940 10,258 Prepaid expenses and other current assets (19,668) 910 (23,863) Accounts payable 41,485 (17,537) (44,947) Operating lease liabilities (11,533) (12,396) (6,952) Accrued liabilities 13,069 (24,344) (24,822) Deferred revenue 58,513 59,460 44,874 Other long-term liabilities (376) 9,932 (1,987)

Net cash provided by operating activities 380,440 381,455 371,753

Cash flows from investing activities:

Additions to property and equipment (20,519) (22,529) (33,919) Purchase of marketable security investments (10,617) (29,935) (77,450) Proceeds and maturities from marketable security investments 49,412 71,034 131,449 Investment in software development (32,490) (27,622) (21,693) Cost of acquisitions, net of cash acquired (62,759) (163,921) (2,089,706) Other 13 443 384

Net cash used by investing activities (76,960) (172,530) (2,090,935)

Cash flows from financing activities:

Payment on term loans (345,000) (360,000) (145,000) Proceeds from term loans — — 900,000 Proceeds from issuance of convertible senior notes — — 600,000 Payment of debt issuance costs — — (27,165) Purchase of treasury shares — — (12,977) Proceeds from exercise of stock options, net of withheld shares for taxes upon equity award 16,960 (890) 96,714 Contributions from employee stock purchase plan 16,196 16,651 13,158

Net cash (used) provided by financing activities (311,844) (344,239) 1,424,730

Net decrease in cash and cash equivalents (8,364) (135,314) (294,452) Cash and cash equivalents at beginning of period 173,857 309,171 603,623 Cash and cash equivalents at end of period $ 165,493 $ 173,857 $ 309,171

F-7

2023 2022 2021 Supplemental cash flow information:

Cash paid for interest $ 19,154 $ 21,256 $ 17,728 Cash paid for income taxes, net 142,820 38,490 2,212

Non-cash investing and financing activities:

Non-cash additions to property and equipment $ 3,123 $ 169 $ 233 Issuance of shares for acquisitions 5,675 18,169 — Purchase consideration for conversion of unvested restricted stock awards — — 1,872

F-8

Consolidated Statements of Shareholders’ Equity For the years ended December 31, 2023, 2022, and 2021 (In thousands)

Common Stock Additional Paid-in Capital

Accumulated Other Comprehensive Income (Loss)

Retained Earnings

Treasury Stock Total Shareholders'

Equity Shares Amount Shares Amount Balance at December 31, 2020 48,148 $ 481 $ 905,332 $ (46) $ 1,112,156 (7,609) $ (31,812) $ 1,986,111

Net income — — — — 161,458 — — 161,458 Exercise of stock options and vesting of restricted stock units — — 50,831 — — 832 45,883 96,714 Employee taxes paid for withheld shares upon equity award settlement — — — — — (58) (27,030) (27,030) Stock compensation — — 104,726 — — — — 104,726 Issuance of shares pursuant to employee stock purchase plan — — 12,889 — — 35 269 13,158 Treasury stock purchases — — — — — (33) (12,977) (12,977) Purchase consideration for conversion of unvested restricted stock awards — — 1,872 — — — — 1,872

Balance at December 31, 2021 48,148 481 1,075,650 (46) 1,273,614 (6,833) (25,667) 2,324,032 Net income — — — — 164,240 — — 164,240 Other comprehensive loss, net of tax — — — (798) — — — (798) Exercise of stock options and vesting of restricted stock units — — (3,218) — — 433 29,547 26,329 Employee taxes paid for withheld shares upon equity award settlement — — — — — (70) (27,219) (27,219) Stock compensation — — 102,985 — — — — 102,985 Issuance of shares pursuant to employee stock purchase plan — — 16,365 — — 49 286 16,651 Issuance of shares for acquisitions — — 17,943 — — 56 226 18,169

Balance at December 31, 2022 48,148 481 1,209,725 (844) 1,437,854 (6,365) (22,827) 2,624,389 Net income — — — — 165,919 — — 165,919 Other comprehensive income, net of tax — — — 518 — — — 518 Exercise of stock options and vesting of restricted stock units — — 15,122 — — 514 29,575 44,697 Employee taxes paid for withheld shares upon equity award settlement — — — — — (74) (27,737) (27,737) Stock compensation — — 108,338 — — — — 108,338 Issuance of shares pursuant to employee stock purchase plan — — 15,988 — — 52 208 16,196 Issuance of shares for acquisitions — — 5,614 — — 15 61 5,675

Balance at December 31, 2023 48,148 $ 481 $ 1,354,787 $ (326) $ 1,603,773 (5,858) $ (20,720) $ 2,937,995

F-9

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Litigation Tyler has no judgments to report. Although Tyler is currently engaged in certain litigation matters, to our knowledge, there is no known pending or expected litigation, or other real potential financial reversals, which would materially affect Tyler’s viability or stability.

C. Change of Ownership No change of ownership or control of the company is planned.

D. Office Location The Public Safety Division headquarters in Troy, Michigan, would be responsible for performance.

Tyler Technologies 840 West Long Lake Road Troy, Michigan 48098

E. Relationship with the State Statewide NASPO Contract - 102852 O4 (Valid 1/9/2023-9/14/2026) Master Contract – 84687 04 (Valid 04/01/2019 – 03/31/2026)

Since 1997, Tyler has been the trusted network manager for Nebraska’s public information portal. Over the years, Tyler has built, managed, and supported more than 1900 online services for the state, county, and local partners. Their comprehensive services include custom-built applications, websites, and a wide range of online and over-the-counter payment options. In February 2023, the Nebraska State Records Board voted to extend Tyler’s contract for an additional two years, securing their partnership through March 2026.

F. Bidder’s Employee Relations to State No party named in this response has been an employee of the State in the past 18 months.

G. Contract Performance There are no reportable terminations for default, as any contract termination between Tyler and any client has been mutually agreed to by the parties.

On average, Tyler adds 11 new clients each week, and we have a 98% client retention rate. In the past ten years, 10 Public Safety customers have opted to terminate their relationship with Tyler for reasons other than non-appropriation or non-renewal. That decision was mutually agreed to by Tyler without either party admitting liability. Due to contractual obligations, we are not able to provide contact information.

Those customers, and the year in which the termination took effect, are:

City of North Canton PD, OH

Kalamazoo Department of Public Safety, MI City of Jackson, MS**

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Lake County, OH**

Huber Heights, OH

Clayton County, GA** Anthony, NM ** Sacramento Regional Public Safety Communications Center, CA

Great Falls, MT** O’Fallon, IL**

** Clients remain Tyler clients on other software products.

H. Summary of Bidder’s Corporate Experience Per the RFP instructions, please refer to reference information in the Chapter 1, Subsection H of the Confidential Information document accompanying this response.

I. Summary of the Bidder’s Proposed Personnel/Management Approach Since 1981, Tyler’s Public Safety Division has successfully implemented more than 1,800 solutions in cities and counties across the country. Our clients have partnered with Tyler to deliver their mission critical objectives. We are proud to have some clients as partners for over 30 years.

This long track record of success results from a solid, professional approach to project implementations.

Tyler understands that a successful project begins with good communications and planning and proceeds via adherence to good project management discipline.

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Project Management Approach

Upon contract award, Tyler will assign a project manager. The project manager will execute Tyler’s six-stage methodology. Each of the six stages comprises multiple work packages, and each work package includes a narrative description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix.

Tailored specifically for Tyler’s public sector clients, the project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the project methodology repeats consistently across Phases, and is scaled to meet the State’s complexity and organizational needs while serving as the roadmap for the successful conduct of the project. This approach affords both State and Tyler management the opportunity to ensure that the project is proceeding per plan through an organized methodology and communication structure.

The six stages of each implementation are Initiate and Plan, Access and Define, Prepare Solution, Production Readiness, Production, and Close. The following pages provide an overview of the steps and activities completed in each phase.

Initiate and Plan Stage

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.

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Upon execution of the contract between the State and Tyler, the Tyler Account Leadership and Project Management teams are officially assigned. A professional services manager will call the appropriate State contact to introduce the project manager. During the call, they will review the high-level expectations for the project, team responsibilities, and the methodology. They will also establish a calendar for the first activities.

Internally at Tyler, the designated project manager begins project initiation. The Tyler Operations Team reviews the final agreement and confirms the general tasks, requirements, and deliverables necessary for the successful implementation of the project. Each member of the Operations Team reviews their responsibilities for fulfilling the specific project requirements.

The system assurance technical lead will coordinate and facilitate a conference call with the State to address infrastructure planning. The key objective of this conference call is to ensure that the State understands what information is needed for the infrastructure planning process to be successful and to establish an agreed upon timeline for this information.

The project manager then establishes the initial draft of the Project Plan (post-contract approval). Review of this plan will occur during formal project planning meeting(s) with State and Tyler staff. This meeting will address the overall implementation strategy, roles, responsibilities, and the project methodology that will be used to support a successful project. A high-level review of project scope, State workflows, policies, and requirements will be discussed. This interactive exchange lays the foundation to facilitate discussions related to a proposed timeline, custom requirements, and an initial training schedule.

A key State task is to identify the operational stakeholders from functional areas that are the subject matter experts (SMEs) and assign them to support the project development and implementation. The SMEs play a critical role to ensure that the final application configuration meets the needs of the State and that State personnel are prepared to adopt and effectively leverage the new applications.

Within the Project/Phase Planning work package, Tyler and State staff will initiate the Project Management Plan, which is used throughout the project to capture information related to communication planning, roles and responsibilities, risks, decisions, changes, action items, and issues.

At the end of this stage the Stakeholder Meeting is conducted. Communication of the project planning outcomes to the State 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 State 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.

The following activities are completed during the Initiate and Plan Stage:

Initial contact with the State Assignment of the Tyler teams Internal project review Project infrastructure set up internally at Tyler First iteration of Project Plan Formal Plan Meeting scheduled Initial System Assurance/GIS discussions Formal project planning meeting(s) held Project Management Plan initiated

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Project Plan finalized and approved Stakeholder Meeting conducted

Access and Define Stage

The Assess and Define stage will provide an opportunity to gather information related to current State business processes. This information will be used to identify and define business processes utilized with Tyler software. The State collaborates with Tyler, providing complete and accurate information to Tyler staff and assisting in analysis and understanding of current workflows and business processes.

Detailed requirement planning and the documentation of the initial application validation set decisions are also addressed in the Access and Define stage of the project, as are analysis and planning for Data Conversion, if applicable. Data Conversions are a major effort in any software implementation. 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. Additionally, when applicable, the analysis for custom interfaces will be completed.

The following activities are completed during the Access and Define Stage:

Documentation of future state decisions and configuration options to support future state decisions

Modification specification document Assess and Define Stage Acceptance Criteria:

All stage deliverables accepted based on criteria previously defined Solution Orientation is delivered Conversion data extracts are received by Tyler

Prepare Solution Stage

During the Prepare Solution stage, information gathered during the Initiate and Plan and Assess and Define stages will be used to install and configure the Tyler software solution. Software configuration will be validated by the State against future-state decisions defined in previous stages and processes refined as needed to ensure that business requirements are met.

The Prepare Solution stage includes the work required to configure and prepare the State’s solution for live production use. Tyler’s public safety software is a commercial off-the-shelf (COTS) product that can be made ready to operate “out of the box” without customization. Most activity performed during this phase is focused on the setup, configuration, and data preparation specific to the State’s environment and operational preferences.

The Prepare Solution stage begins with software and database installation. The software and database will reside in the cloud, and Tyler staff will establish, test, and verify network connections. The geo-files and map data are installed and tested.

Available state-specific data and the application validation set decisions that are documented in the Access and Define Stage support the initial configuration of the state- and State-specific layers. Tyler has developed a number of tools to streamline the implementation process for these database layers, which also reduce effort on the State’s end. The reduced time spent configuring the system allows for a more focused approach on fine-tuning agency-specific workflows and provides for a better utilization of agency resources.

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Tyler also develops and maintains state-specific requirements, which are loaded prior to arrival of the first training resources on-site. The final database layer represents configuration changes that are tailored to support the State’s specific business practices. Upon completion of this step, the COTS software is ready to use.

If applicable, Conversion Delivery occurs during this stage. The purpose of this task is to transition the State’s data from the 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. With guidance from Tyler, the State will review specific data elements within the system and identify/report discrepancies. Iteratively, Tyler will collaborate with the State to address conversion discrepancies. This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s).

Tyler installs the standard interfaces, and they are tested. Also, if applicable, custom interface delivery will occur during this stage. Tyler will configure and test internally any custom interfaces included in the project. The timing of the delivery and installation of customized interfaces corresponds to the decisions made and documented in the finalized project plan and may be considered for post go-live implementation.

The following activities are completed during the Prepare Solution Stage:

Configuration of the cloud deployment Software and database installation Geo-file implementation System Administrator Training Configuration finalization Interface installation/configuration Custom component delivery (when applicable)

Production Readiness Stage

Activities in the Production Readiness stage will prepare the State 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 State to review the status of the project and the organization’s readiness for go-live.

Once the system is built, Tyler and State staff will conduct Solution Validation of the installed system.

Solution Validation encompasses a hands-on review of each implemented application from the user/administrator point of view and every project configuration element as it relates to a particular workflow process. The State SMEs and leadership are actively involved in this review. Because the software is highly configurable, any recommended configuration changes are captured during Solution Validation, and the State SMEs are trained to implement and test the configuration modifications.

The decisions made through this review and the setup tasks performed by the State SMEs will define the overall system workflows, feature availability, user experiences, and report-generation processes for ongoing operation after go-live. Tyler will provide System Administrator Training to the SMEs to enable them to complete this work.

As part of Go-Live Readiness, Tyler and State will ensure that all requirements defined in project planning have been completed and that the Go-Live event can occur as planned. A Go-Live Readiness assessment will be completed, identifying risks or action items to be addressed, to ensure that the State has

Page | 8 considered its ability to successfully go live. Issues and concerns will be discussed and mitigation options documented. Tyler and the State 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.

The final step of this stage is end-user training. This is completed for all users as close to the Go-Live date as possible to maximize knowledge retention from the training.

The following activities are completed during the Production Readiness Stage:

Solution Validation completed Update Go-Live action plan and checklist End user training occurs Agreement to Go-Live

Production Stage

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 State 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 State to verify that implementation work is concluded, post Go-Live activities are scheduled and the transition to Client Services is complete for long-term operation and maintenance of the Tyler software.

During the Production stage, users are instructed to stop using the old system for a short time while the new system is transitioned into production. Pre-defined operational procedures are followed for any activity that occurs while the old system is shut off and the new system is not yet operating. The software is then brought into production and users are instructed to begin using the new system for normal activity.

At this point, the final Data Conversion (when applicable) is run to capture each transaction from the old system. The converted data is loaded into the production system, making historical data available in the new live environment.

Tyler team members will be on site during the Go-Live to help reinforce training, answer questions, and provide SME support. They also serve as a communication conduit with Tyler staff standing by at headquarters if additional support is required.

During Go-Live, the Support team is introduced. Call center and phone support training is provided.

Following Go-Live, post Go-Live support is provided, and any post Go-Live tasks are completed, such as support for the initial submission of state reports using data generated in the new system or implementation of post Go-Live deliverables.

The following activities are completed during the Production Stage:

Go-Live event Data Conversion executed (when applicable) Post Go-Live support Implementation of post Go-Live deliverables State Reporting submission support

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Close Stage

The Close stage signifies full implementation of all products purchased and encompassed in the phase or project. The State transitions to the next cycle of their relationship with Tyler (next phase of implementation or long-term relationship with Tyler Client Services). The Close stage also includes work to complete any administrative tasks required to close the project.

The following activities are completed during the Close Stage:

Final review of tasks Project Close sign-off Client Services Team engaged to support the State

Change Management Tyler works with the client to define project scope early and manage it carefully throughout the implementation. The Statement of Work (SOW) provides a baseline that clearly identifies project deliverables and constraints, as well as a formal process for managing changes. During the Initiate and Plan stage, the Tyler and client teams jointly and very specifically define what is in and out of scope.

Managing project scope through a well-defined change control process is perhaps the most important aspect and challenge of project management. Failure to agree upon, document, communicate and manage changes to scope can have a significant impact on the success of the project and can lead to frustration and disputes. Scope control and change management are governed by the following principles:

A baseline document (SOW) that defines project scope must be established The assumptions in the baseline document must be validated early in the project The project scope document must be communicated to all key project participants Changes to scope should be allowed only through a formal, auditable process Scope changes must be approved by project sponsors The contract or services agreement must define the mechanism for amending project scope

The initial contract and SOW serve as the baseline for project scope. These documents are reviewed and validated through an early application fit analysis activity. The SOW is then revised to incorporate changes identified during the fit analysis; these changes are also communicated to the project participants.

Once all parties are in agreement that project scope has been properly documented, changes to that scope must follow a formal procedure that is auditable by and accountable to the project sponsors. As project participants raise issues during the course of the project, the impacted project teams should first seek to develop agreement as to whether the issue is in-scope or out-of-scope. If the project teams cannot arrive at a consensus, the issue is escalated to the project management team for consideration.

If the issue is found to be in-scope, Tyler and the client work together to revise the project plan and SOW to account for the change.

If an issue is found to be out-of-scope, the project management team must document the cost, budget and quality impact of both implementing and not implementing the change. The project management team then prepares and submits a recommendation to the project sponsors for approval. Only the project sponsors can approve expansion of project scope.

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If the project sponsors approve the scope change, the SOW and other project materials (project plans, schedule, deliverables, etc.) are revised and appropriate contract documents are executed to authorize the change in scope.

Key items to consider regarding project scope changes include the following:

Change requests may cover any type of change to the project, but the most frequent are changes to scope, payment schedule or cost.

Changes may be requested by any project stakeholder.

Change requests and approvals should be documented and describe the costs, benefits and risks of the change.

The project team should assess all change requests to gauge the impact of the change across the project and should understand the full impact before approving change requests.

Some projects and clients will choose to convene a formalized Change Control Board to review and approve change requests; others, particularly small projects, may designate an individual such as the project sponsor to review and approve change requests.

Approved change requests may have broad implications for the project: Plans and estimates will need to be revised; some deliverables will likely need to be modified; and project documentation, including the Project Management Plan, will need to be updated.

Change control should not be confused with organizational change management. Change control focuses on changes requested for the project, such as a scope change. Organizational change management focuses on helping an organization adapt to the new technology and processes and organizational changes produced by the project.

Change control is performed continually and iteratively throughout the duration of the project…