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CM-2026-133 - 5/8/2026 CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF MUNIS ACCESS MANAGEMENT SERVICES WITH THIRDLINE INC. THE STATE OF TEXAS § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § This Agreement is for the purchase of Munis Access Management Services and is referred to herein as the "Agreement." This Agreement is made and entered into on this the 12th day of the month of May ,2026,by and between the CITY OF ROUND ROCK,TEXAS,a home- rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664, referred to herein as the "City," and THIRDLINE INC., whose offices are located at 12 North Cheyenne Avenue, Suite #17, Tulsa, Oklahoma 74103, referred to herein as "Vendor." This Agreement supersedes and replaces any previous agreement between the named parties, whether oral or written, and whether or not established by custom and practice. RECITALS: WHEREAS,City desires to purchase Munis Access Management Services; and WHEREAS,Vendor desires to provide said services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; NOW,THEREFORE,WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties mutually agree as follows: 1.0 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City agrees to obtain specified goods and Vendor is obligated to provide specified goods. This Agreement includes any exhibits, addenda, and/or amendments thereto. Specifically, the Agreement shall include the Scope of Services set forth in the attached Exhibit"A," said exhibit incorporated herein by reference for all purposes. CM-2026-133 B. City means the City of Round Rock, Williamson and Travis Counties, Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Goods and Services mean the specified services,supplies,materials,commodities, or equipment. E. Vendor means Thirdline Inc., or any successors or assigns. 2.0 EFFECTIVE DATE AND TERM A. This Agreement shall be effective on the date it has been signed by both parties hereto and shall remain in full force and effect unless and until it expires by operation of the term stated herein, or until terminated or extended as provided herein. B. This Agreement shall expire sixty(60)months from the Effective Date. 3.0 SCOPE OF WORK A. The goods and related services which are the subject matter of this Agreement are described generally herein and referenced in in the attached Exhibit"A"("Scope of Services"). B. This Agreement shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals, correspondence or discussions. C. Vendor shall satisfactorily provide all deliverables described herein and referenced in Exhibit"A"within the contract term specified. A change in the Scope of Services or any term of this Agreement, including bonding requirements, must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described herein. 4.0 COSTS A. City agrees to pay for goods and related services during the term of this Agreement pursuant to the pricing terms set forth in Exhibit"A." B. The City shall is authorized to pay the Vendor an amount not-to-exceed$93,867.00 for the term of this Agreement. 5.0 INVOICES All invoices shall include, at a minimum,the following information: • 1. Name and address of Vendor; 2. Purchase Order Number; 2 3. Description and quantity of items received; and 4. Delivery dates. 6.0 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may affect such termination by giving Vendor a written notice of termination at the end of its then-current fiscal year. 7.0 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by City to Vendor will be made within thirty(30)days of the date City receives goods under this Agreement,the date the performance of the services under this Agreement are completed, or the date City receives a correct invoice for the goods or services, whichever is later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City in the event: 1. There is a bona fide dispute between City and Vendor, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or 2. There is a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or 3. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or 4. The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. 8.0 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition,Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 3 9.0 TAXES City is exempt from Federal Excise and State Sales Tax;therefore,tax shall not be included in Vendor's charges. 10.0 INSURANCE Vendor shall meet all City of Round Rock insurance requirements set forth at: https://www.roundrocktexas.gov/wp-content/uploads/2024/12/CORR-Insurance-08-2024.pdf 11.0 CITY'S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Melana Taylor, Deputy Chief Financial Officer Finance Department 221 East Main Street Round Rock, TX 78664 (512)218-3295 mtaylor@roundrocktexas.gov 12.0 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City acquiring the specified goods elsewhere. Vendor shall be declared in default of this Agreement if it does any of the following and fails to cure the issue within thirty(30)days of receipt of written notice: A. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; B. Becomes insolvent or seeks relief under the bankruptcy laws of the United States and is unable to perform its material obligations under the Agreement. 13.0 TERMINATION AND SUSPENSION A. In the event of any uncured default by either party,the non-defaulting party has the right to terminate the affected portions of this Agreement for cause, upon ten (10) days' written notice to the defaulting party following the cure period. B. In the event the City terminates under this section,the following shall apply: Upon the effective date of the termination, Vendor shall discontinue performance of the affected provision of goods and/or services.The City shall be responsible only for amounts due and owing 4 up to the date of termination. 14.0 COMPLIANCE WITH LAWS, CHARTER, AND ORDINANCES A. Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. B. In accordance with Chapter 2271, Texas Government Code, a governmental entity may not enter into a contract with a company for goods or services unless the contract contains written verification from the company that it: (1)does not boycott Israel; and (2)will not boycott Israel during the term of this contract. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel during the term of this Agreement. 15.0 ASSIGNMENT AND DELEGATION The parties hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement.Neither party shall assign,sublet or transfer any interest in this Agreement without prior written authorization of the other party. 16.0 NOTICES A. All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to recipient's address as stated in this Agreement; or 2. Three(3)days after being deposited in the United States mail,with postage prepaid to the recipient's address as stated in this Agreement. Notice to Vendor: Thirdline Inc. 12 N Cheyenne Avenue Suite#17 Tulsa, OK 74103 Notice to City: City Manager Stephanie L. Sandre,City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 B. Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 5 17.0 APPLICABLE LAW, ENFORCEMENT, AND VENUE This Agreement shall be enforceable in Round Rock,Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County,Texas.This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 18.0 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Vendor and City.This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing. 19.0 DISPUTE RESOLUTION City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding,including without limitation,any proceeding under the Federal Arbitration Act(9 USC Section 1-14)or any applicable state arbitration statute. 20.0 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void.The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 21.0 MISCELLANEOUS PROVISIONS A. Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services,responsibilities and duties shall be performed in a manner according to generally accepted industry practices. B. Time is of the Essence. The parties agree that, from time to time, certain unique transactions may have special requirements relative to timing and, accordingly, the parties will identify those transactions and exercise best efforts to accomplish those transactions within the stated timeframe. Other timing requirements will be met in a commercially reasonable manner. Where damage is caused to City due to Vendor's failure to perform in the special timing requirement circumstances,City may pursue any remedy available without waiver of any of City's 6 additional legal rights or remedies. C. Binding Agreement. This Agreement shall extend to and be binding upon and inure to the benefit of the parties' respective heirs, executors, administrators, successors and assigns. D. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument. [Signatures on the following page.] 7 IN WITNESS WHEREOF,City and Vendor have executed this Agreement on the dates indicated. IN WITNESS WHEREOF,City and Vendor have executed this Agreement on the dates indicated. City of Round Rock,Texas Thirdline Inc. By: ifted t By:644- Printed Name:Brooks Bennett Printed Name: David Osborn Title: City Manager Title:CEO Date Signed: 05/12/2026 Date Signed:04/21/2026 ATTEST:// By: "" Ann Franklin, City Clerk FOR CITY,APPROVED AS TO FORM: By: .a04r ^4 Stephanie L. Sandre, City Attorney 8 Exhibit "A" ThirdLine Pricing City of Roundrock,TX expires 3/31/2026 1 Year Contract 3 Year Contract 5 Year Contract Products: Reporting&Dashboards Budget&AP $7,999 $7,999 $7,999 Project Ledger $7,999 $7,999 $7,999 Payroll&HR $7,999 $7,999 $7,999 Total $23,997 $23,997 $23,997 Originial Datum Customer Discount 61% 61% 61% Current Datum Products $9,359 $9,359 $9,359 ThirdLine:ERP Access Management $18,375 $18,375 $18,375 AP Payments&Invoice Auditing Purchasing Card Monitoring&Auditing Salary&Benefit Projections Software Subscription,List Price $27,734 $27,734 $27,734 Base Discounts Multi-Module Discount,3+Modules 15.0% 15.0% 15.0% Base Software Price $ 23,574 $ 23,574 $ 23,574 Contract Incentives Multi-Year Discount 15.0% 25.0% Paid Up-front Discount Annual Subsctiption Price $23,574 $20,038 $17,680 Consulting Services Implementation Cost,$4,999 waived waived waived Hourly Consulting Rate,$249 with product discount,$149 Total Consulting Services $0 $0 $0 Total Year 1 Cost $23,574 $20,038 $17,680 Total Year 2 Cost,lock in price with 3%inflation - $20,639 $18,211 Total Year 3 Cost,lock in price with 3%inflation - $21,258 $18,757 Total Year 4 Cost,lock in price with 3%inflation - - $19,320 Total Year 5 Cost,lock in price with 3%inflation - - $19,899 Total Price,Life of Contract $23,574 $61,935 $93,867 . • • n n 1 9 ThirdLine info@thirdline.io thirdline.io 11 COVTECH Financial Oversight Platform COMPANY2024 Audit, Report, & Optimize your Government ERP System: ✓ Auditing I Process Improvement ✓ Separation of Duty Issues ✓ Fraud Detection I Spotting Mistakes I Benchmarking ✓ Financial Monitoring ✓ Closing Books Quicker I Building Your Risk Model NO CODING REQUIRED NO CODING REQUIRED NO CODING REQUIRED Filtering Review Transactions Monitoring Dashboard Select which vendors, Review and record employees,departments, transactions with issues or analytics to include • • AP by Department t ,,•„o«, n, - -- Tclal ruWla1an 0 43,891 $506,102,612 01/01/2023 '2 31 2023 Invoices Total Stan Date Sw Rni ibesnnlf VmM. Fnybyee Amon,. Malyk.s More File's 24 Van. Fmpoyea eccwn I.12MaryticsI YF4vs Risk Threshold Assign a weighting to 16,851 3,-,'= $218,887,654 InvoXbove Risk Threshold y our out-of-the-box "'""°"" I0 V Rnb Amuue trrw4F analytics to create .. 5,37000 4u,ze-Rechel your Risk Score for 15,823 + «M-.- $211,837,607 war every transaction aRisky lnvm.o-e IA,rsa = Se 41000 Rowe and Sons INV19572 .e S4,39295 Ruels-ANdemar euu.•Cwm e,oup.A by vendor NW?la ,o S2.28145 /Fancakliroup Visualize by count .a a 1E6212.2g1 is 51.62500 Howe and Sons or amount across vendors,employees, 64t14129 S3034 00 erekke Emmeocb and Hand or analytics «"^«•,• - IN\,5111 .« 51.,5000 Ztwncak fncup lie. ,.«.,,.w+•,..... —» INv 13161 2, S560 Lenne,Sawan,and Neumann —a. p0v45657 31313• bcbaden v,«-I ' How Third Line works ThirdLine integrates with ERP systems to create an analytics system of record. Our software provides an analytics-powered workflow powered by risk models you create. Finance,Audit,and IT teams can use ThirdLine for: ,,N^Pf0v'n9A/9ayr se h„, ERP0 ® ® ® 9 ®ThiodLine 0 4c' 30 ThirdLine provides your Clean and Apply 200+ Identify eA A IT team with a seamless validate data analytics SoD Risk Oo9 ERP integration plan II A II . /wA` // \\ 1IC ThirdLine info a thirdline.io COMPANY 2024 Analytics Dashboard Tagged for a purpose Jump into a workflow Control failures, 1.Monitor with email alerts efficiency,fraud risk, 2.Create a risk-based audit report recovery opportunities 3. Export to a spreadsheet Analytics • •ThirdLine Duplicate Invoices eia cc«. Hundreds of no-code advanced analytics "ecpo„ out of the box Nano Tags Maldva C0O3OwrT5me (�No... Mr.,AK Pay.. mem. Anew iff appille f Mayu s ie{yegeriwr d Pee, Flayxrlrlur,e 5reh WM1a110 days W...:m Win hare m ®Valdese sane amount a.enc.number It G.EmPI]rees IONWOWors •lw Ma Ins « Weight v.- . 0....}.,..A.—.A.....A.,1\ Weight what is important "`,�na to you and create your e J°f.d' r.4"17, ,�"ra°'�',at e'. .r'',,,,✓oied'r'v'`6'.+''/44,4"444ev' risk model Transactions for Analytic Ir q In Fmrw,e. w.r. F•3 n.01 V Unna ID R. Flags Me a•0.M Va16er E,P.Cyee D I.saUmeM a Wl:3M10.1 0. •, 111/281003 SS till Ca- • .. '1 POCe5557 as IN 10Q9/2023 S13.13 A • Attributes to clean up your Vendors and stop fraud: Vendors Dashboard 1. Duplicate Vendors 2.Stale Vendors 3.Recent Payment Changes • Vendors Filter by Vendor Attributes fe Risk Assessment try b Reports Q Search Vendor Nan1s 4ttnbutes V Moldtonng Stale Vendors Name No inv.ce or check in past two years ni • I11v Pro Tip •Analytics Erdman-Raynor 0.125312 511 ,E Segregation of Duties Recent Payment Change Similar features I TSO p-Roby lzoxzz Vendor has had a change In payment method m the past 30 days Ste with Employees ■Vendors Hp.,Masashi and Effed2 1400 Vendor Phone Nurlber SO 6nployoos Vendor has a 1,900 number as the contact phone number Q Expbre Hoeper,Hand and Schmidt SW PO Boa Address L Views Kuh.Group 11.281 Vendors man address is a PO Box Sr A Saved Keebler,Kogan and Kerlukr Active Vendors well Tat ID SY3 f Exports Watsica.Hamill a 1210an Achve vendor has a duplicated tax ID wIh another acute vendor S. Find Risky Vendors Hagene_S,Fed and little to Vendors Pell In tau wen with Duplicated Tax ID S E B. Vendors who have been pad rn the past year AND have a duplicated lax ID 1 Easily see the riskiest Howe-Dare 1D:123456 Sr. vendors with your weighted analytics risk Hesse,and Sore Is t18t2s CO S47 model '"` Le hner IM Group ID:123254 , Ss le 8 Sl' 0•• Daniel.Pagan and Nienow It'123357 SJ e 3 $51 Mutton-Unto•1: 2.101 SS Y I Sze 0 II • 11 A 11 ♦ n 9 Thia hG rdLine info thirdline.io VTECH COMPANY 2024 a, ThirdLine Products: 1 2 3 4 No-code advanced Roles, Permissions, and Data-driven Reports Staff Aug:Analytics & analytics SoD for ERP for Fraud, Risk, Data Science Audit& and Benchmarking Finance Team ♦ I Dashboards ✓ Risk-based Audit Samples I Vendor Cleanup I Email Alerts ✓ Continuous Risk Assessment ✓ Closing The Books Compatible with any of ThirdLine's no-code analytics modules: Accounts Payable P-Card D Stop errors and fraud,find risk quickly,pay Ensure all credit cards are in the right hands, the bills faster,and maintain positive vendor identify risk, and set appropriate limits based relationships. spending trends with our p-card analytics. 9Accounts Receivable Purchasing ■ Collect from customers faster,maintain L Procure essentials in a timely manner at the © balanced accounts,and create invoices the o o lowest possible cost,and improve purchasing right way the first time. processes organization-wide. General Ledger Segregation of Duties lqValidate journal entry accuracy,automate j Limit exposure to fraud by managing all user iv I manual reconcilliation steps,and identify R roles,identify high-risk permissions,and _ high-risk,organization-wide. resolve active permission conflicts. Human Resources Travel&Expense Establish performance standards,learn what—] Be transparent and ready to demonstrate you you need to know to hire and keep current& have analyzed and flagged all estimates and future employees in weeks. claims that are not in compliance with policy. Payroll mil Vendors 0 See all payroll risks in an instant,set up ( Limit high-risk external vendor threats and employees right,and pay them on time, using n optimize process performance by eliminating our spot-on accurate audit analytics. errors and closing information gaps. 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