Calistoga City Council
November 12, 2024

Mayor
Donald Williams
Vice Mayor
Irais Lopez-Ortega
Councilmembers
Lisa M. Gift
Scott Cooper
Kevin Eisenberg
AGENDA
City Council
Tuesday, November 12, 2024 - 6:00 PM
1307 Washington St., Calistoga
Hybrid

Below is information on how the public may observe and participate in the meeting. The City recognizes that not all residents have the same ways to stay engaged, so several alternatives are offered.

Please participate in the meeting by observing or listening to the meeting in one of the following ways:

1. Watch on your TV – Napa Valley TV Channel 28 (call your cable provider to ensure you have a City of Calistoga coded cable box)

2. Listen or participate via your phone – dial 1-669-900-6833, enter webinar ID: 868 1257 2015, password: 123201

3. Watch or participate online via Zoom - click this link and enter password: 123201

4. Watch online via YouTube Live at youtube.com/cityofcalistoga COMMENT ON THIS MATTER DURING THE MEETING: Please participate in the meeting by providing public comment on any item on the agenda or any item of municipal concern. To comment during a virtual meeting (Zoom), click the "Raise Your Hand" button to request to speak when Public Comment is being taken on the Agenda item. You will be unmuted when it is your turn to make your comment for up to 3 minutes. After allotted time, you will be re-muted.

WRITTEN COMMENTS: Alternatively, you may provide public comment on any item on the agenda or any item of municipal concern via email. Please submit your comment, limited to 350 words or less, via email to [email protected]. Written public comments submitted by email should clearly indicate the Agenda Item No. or specify “Oral Communications” in the Subject Line for items not on the agenda and are requested to include the submitter’s full name. Comments received by 2:00 p.m. on the day of the meeting will be posted online with the agenda packet and included in the record but will not be read aloud. Comments received after 2:00 p.m. will be made part of the written record but will not be read verbally at the meeting. Note:

The methods of observing or listening to the meeting or providing public comments may be altered or the meeting may be cancelled, if needed, due to certain technical disruptions.

Page

1. CALL TO ORDER/ROLL CALL/PLEDGE OF ALLEGIANCE AND OPTIONAL

PATRIOTIC ACTIVITY

2. ORAL COMMUNICATION ON CONSENT ITEMS OR NON-AGENDA ITEMS This time is set aside to receive comments from the public regarding matters on the Consent Calendar or matters of municipal concern not on the agenda. Pursuant to Government Code section 54954.3 (the Brown Act), however, the Council cannot consider any issues or take action on any requests not on the agenda during this comment period. Speakers are encouraged to limit their comments to 3 minutes maximum so that all speakers have an opportunity to address the City Council.

3. CITY MANAGER’S REPORT

4. PROCLAMATIONS/PRESENTATIONS/ AWARDS

4.1. Updating the City Council on the Capital Improvement Program Schedule Tracking for FY24/25.

Recommended Action: -
Receive the Presentation
Staff Report - Capital Improvement Program (CIP) Update - Pdf 5 - 19

5. CONSENT CALENDAR

5.1. Consideration of a Resolution Accepting a Notice of Completion for the Emergency Backup Generators Upgrade Project.

Recommended Action: - Consider Adopting the Resolution
Staff Report - Notice of Completion for the Emergency Backup Generators Project - Pdf
20 - 24

5.2. Consideration of a Resolution Authorizing the Public Works Director to sign the Fee Credit and Reimbursement Agreement for Lincoln Avenue Apartments Multi-Use Pathway Improvements Located at 1855 Lincoln Avenue.

Recommended Action: - Consider Adopting the Resolution
Staff Report - Fee Credit and Reimbursement Agreement for Lincoln Avenue Apartments Multi-Use Pathway - Pdf
25 - 50

5.3. State Water Project Carryover Water Transfer
Recommended Action:

Consider Authorizing the Calistoga Director of Public Works to Agree to the Attached Draft Term Sheets with Tulare Lake Basin WSD and Westside Districts for a Total Transfer of 398 AF of Carryover Water and Allow him to Negotiate and Approve Subsequent Term Sheets Up to Another Potential Transfer of 965 AF to an Interested Agency(s) that are Identified, For a Maximum Total Amount of 1,363 AF in Total Carryover through July 1, 2025, if San Luis Reservoir is Forecasted to Spill Resulting in the City’s Loss of this Carryover Water.

Staff Report - State Water Supply Transfer - Pdf
51 - 61

5.4. Consider adopting a resolution to authorize the City Manager to execute a contract with Tyler Technologies (Tyler) to purchase and implement ERP Pro 10.

Recommended Action: - Consider Adopting the Resolution
Staff Report - Enterprise Resource Planning Software Purchase - Pdf 62 - 188

5.5. Consider a Request from the Calistoga Joint Unified School District to Modify the Fees Charged for the Use of the Pool by the Calistoga High swim team.

Recommended Action: - Consider Adopting the Resolution
Staff Report - Request by the Calistoga Joint Unified School District to Modify the Fees Charged for Calistoga High Swim Teams Use of the Pool - Pdf
189 - 191

5.6. Consider adopting a Resolution authorizing the City Manager to execute an agreement with Napa County for the City of Calistoga to provide fire first responder services in a portion of unincorporated Napa County Recommended Action: Consider adopting the Resolution
Staff Report - Agreement for First Responder Services - Pdf 192 - 214

6. PUBLIC HEARING

7. GENERAL GOVERNMENT

7.1. Consider Granting Consent to the County of Napa to Renew the Napa Valley Tourism Improvement District (NVTID) and Include the City of Calistoga in the Renewed NVTID
Recommended Action: - Consider Adopting the Resolution
Staff Report - Renew the Napa Valley Tourism Improvement District (NVTID) to include the City of Calistoga - Pdf
215 - 226

7.2. Request for a 10-year loan of $400k from the City of Calistoga’s Affordable Housing Fund to assist with the purchase and conversion of 4 market rate rental units to regulated affordable units located at 1405 Cedar Street
Recommended Action: - Consider Discussing the Item and Providing Staff Direction
Staff Report - Request of the Napa Valley Community Foundation for a loan to assist with the purchase/conversion of 4 market rate rental units to regu - Pdf
227 - 230

7.3. Economic & Planning Systems, Inc. will present a draft of the Development Impact Fee Study for Fire, Police,
Culture/Recreation, City and Administration Impact Fees for City Council discussion.

Recommended Action: Provide direction regarding the outcome of the draft study including any direction related to the amount of increase in the proposed fees.

Staff Report - Presentation and Discussion of Development Impact Fee Study - Pdf
231 - 330

8. COUNCIL REPORTS

9. ADJOURNMENT
NOTICE: If you challenge a city’s zoning, planning, or other decision in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at, or prior to, the public hearing. Judicial review of any City administrative decision may be had only if a petition is filed with the court not later than the 90th day following the date upon which the decision becomes final. Judicial review of environmental determinations may be subject to a shorter time period for Litigation, in certain cases 30 days following the date of final decision.

Pursuant to GC §54957.5: any writings/documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection on the City website at www.ci.calistoga.ca.us.

SUPPLEMENTAL MATERIAL RECEIVED AFTER THE POSTING OF THE AGENDA:

Any supplemental writings or documents distributed to a majority of the City Council regarding any item on this Agenda, after the posting of the Agenda, such writings or documents will be made available on the City’s website and will be available for public review in the City Clerk’s

Office located at 1232 Washington Street, Calistoga, California, during normal business hours and by appointment.

AMERICANS WITH DISABILITIES ACT: The City can provide special assistance for persons with disabilities to participate in public meetings. To make a request for disability-related modification or accommodation please contact the City Clerk at [email protected] or (707) 942-2807. If you need assistance or accommodation, please provide notice at least 48 hours prior to the meeting. For TTY/ Speech-to-Speech users, dial 7-1-1 for the California Relay Service, offering free text-to-speech, speech-to-speech, and Spanish language services 24 hours a day, 7 days a week.

ACTA DE AMERICANOS CON DISCAPACIDADES Se les pide por favor que avise con 48 horas de anticipacion cuando necesita hacer un pedido de assistencia. Esto nos da suficiente tiempo antes de la junta para que la ciudad tome medidas razonables.

POSTING: I declare a copy of this agenda was posted at City Hall, 1232 Washington Street, Calistoga, among other locations in the city limits of Calistoga, on November 5, 2024, by 4:30 p.m.

Yudiana Galvan, City Clerk

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Nov 12 2024
Subject: Capital Improvement Program (CIP) Update
AGENDA TITLE:

Updating the City Council on the Capital Improvement Program Schedule Tracking for FY24/25.

RECOMMENDATION:

Receive the Presentation
BACKGROUND:

Staff has prepared an update to the CIP schedules (see enclosed) and uploaded it onto the City Website. The intent of the presentation is to inform the council and public of CIP project accomplishments and updates on other current and multi-year CIP projects.

CEQA STATUS:

The recommended action is not a project under the definitions contained in the Guidelines of the California Environmental Quality Act (CEQA) and is therefore exempt from CEQA.

ATTACHMENT(S):

1. CIP PowerPoint Presentation

2. CIP Schedule FY 24/25

3. 10-year Outlooks
APPROVAL(S):

Derek Rayner, Public Works Director/City Engineer Approved - Oct 31 2024 Connie Cardenas, Admin. Services Director Approved - Oct 31 2024 Laura Snideman, City Manager Approved - Nov 04 2024
Yudiana Galvan, City Clerk Approved - Nov 04 2024
Item #4.1.

1 Capital Improvement
Program (CIP) Update
City Council Meeting
Tuesday, November 12, 2024
ATTACHMENT 1
Item #4.1.

2 FY23/24 – Accomplishments

1. Complete Microsurface Road Sealing P2 design

2. Repaved Silverado Trail (city limit to 29)

3. Repaved Cedar Street & New Utilities

4. Removed Parklets on Lincoln

5. Completed Speed Cushion Policy

6. Geothermal Meter Installations

7. EQ Liner Replacement

8. WTP/WWTP New PLC’s & SCADA

9. Complete Community Center (siding/patio)

10.Heather Oaks Pathway & Maxfield Repairs

11.Logvy Project (bid/procure)

12.Completed Soundwall Fire Station

13.Completed City Hall Tenant Improvement

14.Replaced Pool Main Heater

15.South Oak Bridge (complete 30% design)
Item #4.1.

3 FY24/25 – Planned Completion

1. AB Liner Replacement (construction)

2. Grant Street Project Bid and Start Repaving

3. Complete Vine Trail (St Helena/Calistoga)

4. Brannon Flashing Beacon Xing (bid)

5. Replace Lift Station Generator Rancho De

6. Install New Generators at the WTP & WWTP

7. Aging Utility Replacement Project (RFP)

8. Road Overlay Design (streets younger utilities)

9. Construct Logvy Project Pathway and Tot Lot

10. Pursue South Oak Ped Bridge Grants

11. Garnett Creek Bridge Replacement (apply Grant)

12. Conn Creek Water Main Replacement (design)

13. Re-roof Recreational Modular Bldg.

14. PD & City Hall Replacement Windows

15. Paint City Hall

16. Pool Filter & Plaster Repair

17. Corp Yard Generator Replacement

18. WWTP Filter and Blower VFD

19. Lincoln Sewer Replacement

20. Stevenson/Grant Sewer Replacement

21. Bike Parklet Conversion Washington St

22. Microgrid – Hydrogen Fuel Cell

23. Pioneer Cemetery (Concrete & Trees)
Item #4.1.

4 AB Liner Replacement WWTP
Before After
Item #4.1.

5 Riverside Ponds – CDO
Before
After
Item #4.1.

6 Simmon’s Creek
Before
After
Raw Sewer Line X’ing
Raw Sewer Line X’ing
WWTP - Headworks
WWTP - Headworks
Item #4.1.

7 Future Outyear

1. Design/Permit South Oak Ped Bridge

2. Complete Riverside Pond Construction Project

3. FEMA Remapping Project

4. 20MG Liner Replacement

5. Brannon Flashing Beacon Xing (construct)

6. Kimball Intake and Drain Valve Project

7. Kimball WTP Advanced Filtering Project

8. FEMA Remapping Completion

9. Rutherford/Dunaweal Pump Sta WQ Improvement

10. Sewer & Watermain Rehab/Replacement

11. Road Repaving Projects

12. Re-roofing & Bldg. Painting Projects

13. Garnett Creek Bridge Replacement

14. Conn Creek Water Main Replacement

15. Car Charging

16. WWTP & WTP Plant Improvements

17. Building Assessment Study & Upgrades

18. Kimball Dam Raise

19. Dwyer Road Pump Station

20. Parking Garage (other strategies)
Item #4.1.

8 10-Year Long Range CIP
Summary
Roads $45M
Parks & Buildings $39M
Water $36M
Sewer $31M
Total = $151M
Item #4.1.

9 Thank You – Questions?
City Council
Item #4.1.

CITY OF CALISTOGA CAPTIAL IMPROVEMENT PROGRAM (CIP) SCHEDULE FOR FY24/25 Date:

LEGEND
Planning/Procurement/Policy
Design/Permit
Bid & Procure
Construction
Awaiting NEPA & Grant Award or City Funds or Community resolution *
Council Priority Project
X Planned Construction Complete and/or Notice of Completion Goes into next Fiscal Year
Text Project Complete
STREETS/BIKE/PEDESTRIAN Assigned
1 Grant Street (City limit to Centennial) $1.8M 100% HH Construct 2 Overlay Road Design $50K 90% DF Design
3 * Vine Trail Fairway Extention (St Helena Calistoga) $0.6M 100% DF Construct X 4 Sidewalk Improvements $50K 5% BG Constuct
5 Parklets Conversion to Bike Parking $10k 100% DR/BG Construct X 6 Brannon Flashing Beacon (TDA-3 by 6/30/25) $700K 100% JD/HH Design-Construct X 7 South Oak Bridge $2.5M 5% DF Design
8 Speed Cushions (Implemetation) $15K 15% DF Design Construct

WATER PROJECTS
9 Kimball Intake and Tower/Bypass $225K 8% DR/HH Design 10 WTP Generator, Pope & Portable (POP Dec 2024) $1M 100% DF Construct X 11 Watermain Replacement (design) $225K 5% JD Design-Construct 12 THM Removal $50K 10% DR/JR Planning-Design
13 WTP Improvements (analyzer, misc) $22K 15% JR Ongoing X 14 Conn Creek Waterline Project $2.1M 100% HH Ongoing
15 Automatic Meters - Install about 80 New Meters $1M 20% BG Ongoing X

WASTEWATER PROJECTS
16 * Riverside Ponds (POP Sept 22, 2025) $8.5M 100% HH Construct 17 WWTP Generator & Portable (POP December 2024) $1.1M 100% DR/DF Construct X 18 Sewer Main Replacement (design) $100K 10% DR Design
19 Sewer Extension Reimbursement $200K 100% HH Construct X 20 WWTP Plant Repairs (Blowers, Filter Recondition ) $113K 20% JR/DR Construct-Design X 21 Rancho De Calistoga LS Repair (Generator) $110K 100% BG/DR Construct X 22 AB Liner Replacment $400K 100% DF Construct X

PARKS & BUILDINGS
23 * Logvy Park (BBQ/Picnic/Bocce) $ 626K 100% RM/DF Construct X 24 Improvements to Buildings - Rec Roof $50K 100% DH Construct X 25 Improvements to Buildings - Police Windows $10K 100% DH Construct X 26 Improvements to Buildings - City Hall paint $70K 100% BG/DH Construct X 27 Improvements to Parks-Trees, Playground Equipment $42K 5% BG Construct X 28 Improvements to Pool (Filter, CL2 & plaster) $15K 10% RM Construct X 29 Corp Yard Generator Replacement $65K 100% BG Construct X 30 Pioneer Cemetary $25K 10% BG Construct

MARCH APRIL MAY JUNE
10/10/2024
FY 24/25 CIP SCHEDULE
TOTAL

PROJECT
COST
% FUNDS

THIS FY

PHASE &

OBJECTIVE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER JANUARY FEBRUARY ATTACHMENT 2
Item #4.1.

Roads, Drainage, Pedestrian/Bicycle Capital Improvement Projects - 10 Year Outlook for 2024 to 2034 Item Number Priority Project FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY28/29 FY29/30 FY30/31 FY31/32 FY32/33 FY33/34 Totals Grant Funding
Secured or Forecast
1 High Pavement Maintenance $1,500,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 $1,500,000 $13,500,000 $6,000,000 2 High Grant Street Repaving & Multi-use Pathway $1,775,000 $1,775,000 $650,000 3 High Overlay Design $50,000 $50,000
4 High Speed Cushions $15,000 $25,000 $25,000 $25,000 $90,000 5 High S. Oak St Pedestrian/Bike Bridge $100,000 $300,000 $500,000 $1,000,000 $900,000 $2,800,000 $275,000 6 High Vine Trail (St Helena to Calistoga) $955,250 $955,250 7 High Sidewalk Repair (includes ramps) $50,000 $110,000 $110,000 $110,000 $120,000 $125,000 $130,000 $150,000 $200,000 $100,000 $1,205,000 $50,000 8 High Brannon/Lincoln Flashing Beacon $450,000 $450,000 $224,000 10 Medium Car Charging $75,000 $75,000 $150,000 $150,000 $450,000 11 Medium Garnett Creek Bridge $3,000 $200,000 $800,000 $3,000,000 $3,000,000 $7,003,000 $6,160,000 12 Medium Bicycle Improvement Projects $10,000 $25,000 $25,000 $25,000 $35,000 $35,000 $35,000 $50,000 $35,000 $50,000 $325,000 13 Low Drainage Improvement Projects $150,000 $250,000 $250,000 $250,000 $350,000 $350,000 $350,000 $350,000 $350,000 $2,650,000 14 Low Traffic Signal - Lincoln Ave/Foothill Blvd $1,000,000 $1,000,000 $2,000,000 15 Low Parking Garage $350,000 $3,000,000 $4,650,000 $8,000,000 $30k/Stall per Fehr & Peers
(265 spaces) not including land
2020 estimate
16 Low Money Road Extension to Mora $2,000,000 $2,000,000 $4,000,000 TOTALS $3,405,250 $2,188,000 $2,685,000 $3,860,000 $5,955,000 $6,010,000 $5,365,000 $7,050,000 $6,735,000 $2,000,000 $45,253,250 $13,359,000 ATTACHMENT 3
Item #4.1.

Buildings and Parks Capital Improvement Projects - 10 Year Outlook for 2024 to 2034 Item Number Priority Project FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY28/29 FY29/30 FY30/31 FY31/32 FY32/33 FY33/34 Totals Grant Funding Secured or
1 High Logvy Park Improvements (Picnic, Play Area, BBQ) $626,000 $626,000 $330,000 2 High Improvements to Buildings $195,000 $150,000 $150,000 $150,000 $150,000 $150,000 $200,000 $200,000 $200,000 $200,000 $1,745,000 3 High Improvements to Pools $20,000 $25,000 $75,000 $75,000 $75,000 $150,000 $75,000 $75,000 $75,000 $150,000 $795,000 4 High Improvements to Parks (trees, fencing, equip, turf) $42,000 $75,000 $100,000 $50,000 $50,000 $75,000 $125,000 75000 $75,000 $100,000 $767,000 5 High Fairgrounds $50,000 $75,000 $100,000 $1,000,000 $1,000,000 $1,000,000 $1,500,000 $1,500,000 $2,000,000 $2,000,000 $10,225,000 6 Medium New City Hall $15,000,000 $15,000,000
7 Medium Fire Station Remodel $7,000,000 $7,000,000
8 Medium Pioneer Cemetary $25,000 $25,000 $25,000 $25,000 $50,000 $50,000 $50,000 $60,000 $60,000 $60,000 $430,000 9 Medium Gateway Project (Vine Trail bookend) $100,000 $100,000 $650,000 $750,000 $1,600,000 10 Medium Wildfire/Vegetation Management $250,000 $300,000 $550,000 11 Low IT Upgrades $400,000 $400,000
12 Low Fire Arms Range Backstop $150,000 $150,000
TOTALS $958,000 $450,000 $7,950,000 $16,950,000 $2,075,000 $1,425,000 $2,350,000 $2,210,000 $2,410,000 $2,510,000 $39,288,000 $39,288,000 $330,000 Item #4.1.

Water Enterprise Capital Projects - 10 Year Outlook for 2024-2034 Item Number Priority Project FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 FY 31/32 FY 32/33 FY 33/34 Totals Projected Grant
Funds or Impact
Fee or
Other Agency
1 High Relocate Dunaweal Booster Pump Station Down Valley & THM/HAA5s $5,000 $5,000 $5,000 $1,187,033 $2,155,125 $3,700,000 $7,057,158 $5,025,000 2 High Kimball Intake Tower and Drain Valve Replacement and $225,000 $2,582,683 $2,807,683 $2,436,114 3 High Generators New PLC WTP/Pope St $65,000 $65,000
4 High Conn Creek Bridge Replacement Waterline $5,000 $103,200 $1,764,479 $1,872,679 $1,317,562 5 High Dwyer road Pump Station Project $1,134,276 $1,333,333 $2,467,609 $1,750,000 6 High Automatic Meter Read Program $100,000 $100,000 $100,000 $329,731 $400,000 $1,029,731 - 7 High THM Compliance (GAC filter Kimball) $50,000 $150,000 $150,000 $350,000 8 High Rate Study $200,000 $200,000
9 High Brannon/Lincoln Waterloop $40,000 $40,000
10 Hgh Potential additional Well Supply Source - Pursue Future $500,000 $250,000 $750,000 11 Medium Kimball Water Treatment Plant Upgrades/Expansion $22,000 $51,600 $53,251 $329,731 $850,000 $1,000,000 $3,000,000 $2,000,000 $7,306,582 12 Medium Water Loop White/Greenwod (Tubbs or upvalley of Tubbs) $113,428 $250,000 $325,000 $1,000,000 $1,231,000 $1,000,000 $3,919,428 - 13 Medium Cap and Abandon Old Kimball Main and Relocate Bennett Lane Water Services, BFD's $137,388 $255,212 $392,600 -
14 Medium Replacement Mains & Valves $225,000 $53,251 $54,955 $567,138 $725,000 $750,000 $750,000 $750,000 $750,000 $4,625,344 - 15 Medium Maxfield Pathway Waterline Relocation $79,877 $70,000 $149,877 16 Medium 10-foot tall Dam Raise at Kimball $5,000 $154,800 $1,175,436 $1,335,236 $1,030,836 17 Low NBA Cathodic Protection Program $100,000 $598,000 $698,000 - 18 Low Start Planning, Design, Permitting for Replacing NBA Pipeline - St. Helena to Calistoga $50,000 $100,000 $150,000 -
19 Low Polybutelyne Service replacement $164,866 $164,866 20 Low Up-Valley Pressure Zone $150,000 $150,000
21 Low Other (Veg, Carport, Raise Iron, MSA, Equip) $20,000 $20,000 TOTALS $762,000 $3,147,283 $3,381,294 $2,273,704 $4,625,179 $6,858,333 $1,925,000 $2,850,000 $5,629,000 $4,100,000 $35,551,793 $11,559,512 Item #4.1.

Wastewater/Recycle Capital Projects - 10 Year Outlook for 2024 to 2034 Item Number Priority Project FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 FY 31/32 FY 32/33 FY 33/34 Totals Projected
Grant Funds
or Impact
Fee or
1 High Riverside Pond & Headworks Project $6,266,615 $2,152,711 $8,419,326 $6,314,495 2 High Geothermal Meters Project $25,000 $25,000
3 High Replacement Sewer Mains/MH's $100,000 $934,239 $964,135 $900,000 $900,000 $900,000 $900,000 $900,000 $900,000 $7,398,374 4 High Liner Replacements (AB, EQ, 20MG - 500,000sf) $500,000 $1,597,536 $2,097,536 5 High EQ Pumps Replacement & VFD/Valving $300,000 $300,000 6 High New Generator PLCs & Controls $50,000 $50,000 $37,500 7 High New Sewer Trunk Line (Brannon/Lincoln/Anna) $200,000 $200,000 8 Medium Replace Post Filter Vault Piping (corrosion) $164,866 $164,866 9 Medium Lift Station Improvements $110,000 $15,000 $15,000 $15,000 $110,000 $150,000 $450,000 $150,000 $250,000 $250,000 $1,515,000 10 Medium Sewer Collect/Treatment Plant Improvements $214,000 $138,453 $247,299 $567,138 $225,000 $500,000 $225,000 $500,000 $225,000 $225,000 $3,066,890 11 Medium Raise Chlorine Tank $125,000 $125,000
12 Medium New 20MG outfall to Napa River (E3) $50,000 $700,000 $750,000 13 Medium Calibrate Sewer Model/Develop Master Plan $80,000 $170,000 $250,000 14 Medium Clean Grit out of AB's (less $$ than Grit Chamber) $350,000 $350,000 15 Low Recycle Water Trans/Dist/Pumping Improvements $1,701,414 $1,500,000 $3,201,414 16 Low Air Lift Pump replacement w/Submersible VFD $549,552 $549,552 17 Low Sludge DeWatering $850,000 $850,000
18 Low EQ Force main to Headworks connection $192,343 $192,343 19 Low Advanced Treatment - Boron Removal $500,000 $500,000 $1,000,000 20 Low Reinjection or Indirect Reuse $100,000 $100,000 $100,000 $100,000 $400,000 TOTALS $7,440,615 $3,903,700 $2,483,299 $3,417,687 $2,135,000 $2,725,000 $1,675,000 $3,150,000 $2,000,000 $1,975,000 $30,905,301 $6,351,995 Item #4.1.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Nov 12 2024
Subject: Notice of Completion for the Emergency Backup Generators Project AGENDA TITLE:

Consideration of a Resolution Accepting a Notice of Completion for the Emergency Backup Generators Upgrade Project.

RECOMMENDATION:

Consider Adopting the Resolution
BACKGROUND:

On February 21, 2023, by Resolution No. 2023-015, the City Council awarded a contract to ABM Electrical & Lighting Solutions, Inc in an amount of $2,132,578.,to complete the Generator Upgrade (HMGP Grant) Capital Project for the City of Calistoga. This project was 75% funded through the FEMA, Hazard Mitigation Grant Program (HMGP), that city staff applied for in 2018 from the Tubbs/Nuns fire disaster funding. Notice to Proceed was issued on March 1, 2023, and was completed on November 11, 2024, in conformance with approved contract documents.

The project provided four new generators to run Kimball Water Treatment Plant (WTP), Dunaweal Wastewater Treatment Plant (WWTP), and two portable generators to support Pope Street water pump station, and other critical infrastructure during emergency power outages. The project also installed a new automated transfer switch to Kimball WTP, which the plant had not had prior, along with new replacements of all programable logic controllers (PLCs), and new SCADA system upgrades (supervisory control and data acquisition) at both plants.

This project has been extremely important in replacing aging infrastructure and provided a significant and critical upgrade to the logic controllers that automate critical treatment plant functions. The previous generator at the WWTP was over 20 years old and the WTP generator was 15 years old and heavily used over the years with the regular power outages Calistoga has experienced from Public Safety Power Shutoffs (PSPS) and Enhanced Powerline Safety Settings (EPSS) outages during fire events. The useful life of a generator is 15 years, so both needed to be replaced, and PLCs were over 20-years old and very old technology, so we were having trouble reprogramming.

Staff recommends that the project constructed by ABM Electrical & Lighting Solutions, Inc., be accepted as complete.

FINANCIAL IMPACT:

Item #5.1.

The total construction cost was $2,132,578 which was equal to the approved construction budget for the Generator Upgrade (HMGP Grant) Capital Project, Account No. 13-5572-4915. There were no change orders, and construction management/inspection was performed by City staff. This project was 75% funded through the FEMA, HMGP program.

CEQA STATUS:

The recommended action is not a project under the definitions contained in the Guidelines of the California Environmental Quality Act (CEQA) and is therefore exempt from CEQA.

ATTACHMENT(S):

1. Draft Resolution

2. Notice of Completion
APPROVAL(S):

Derek Rayner, Public Works Director/City Engineer Approved - Nov 01 2024 Connie Cardenas, Admin. Services Director Approved - Nov 04 2024 Laura Snideman, City Manager Approved - Nov 04 2024
Yudiana Galvan, City Clerk Approved - Nov 04 2024
Item #5.1.

ATTACHMENT 1
RESOLUTION NO. 2024-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF

NAPA, STATE OF CALIFORNIA ACCEPTING AS COMPLETE THE EMERGENCY

BACKUP GENERATOR UPGRADE PROJECT, CONSTRUCTED BY ABM

ELECTRICAL & LIGHTING SOLUTIONS, AND AUTHORIZING THE PUBLIC WORKS

DIRECTOR TO FILE A NOTICE OF COMPLETION
WHEREAS, on February 21, 2023, by Resolution 2023-015, the City Council awarded a contract to ABM Electrical & Lighting Solutions, Inc., in the amount of $2,132,578., to complete the Generator Upgrade (HMGP Grant) Capital Project for the City of Calistoga; and
WHEREAS, ABM Electrical & Lighting Solutions, Inc., completed the work required by the contract on November 11, 2024, to the satisfaction of the City Engineer; and WHEREAS, the City Council now desires to accept the Project as complete.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY find the following:

1. Accepts as complete the work for the Emergency Backup Generator Upgrade Project constructed by ABM Electrical & Lighting Solutions, Inc.

2. Authorizes the Public Works Director to file a Notice of Completion with the Napa County Recorder and process final payment in accordance with the Contract documents.

PASSED, APPROVED AND ADOPTED this 12th day of November, 2024. I,

YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
____________________________ ____________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #5.1.

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF CALISTOGA
1232 WASHINGTON STREET
CALISTOGA, CA 94515
Attn: Public Works Department
Exempt From Recording Fees
Section 27383 Gov't. Code

NOTICE OF COMPLETION
Notice is hereby given that:

1. The undersigned is the owner of the interest or estate stated below in the property described below.

2. The name of the undersigned is City of Calistoga.

3. The address of the undersigned is:
1232 Washington Street
Calistoga, CA 94515

4. The nature of interest or estate of the undersigned is fee ownership, as well as ownership of the certain improvements located thereon.

5. The full names and full addresses of all persons, if any, who hold title with the undersigned as joint tenants or as tenants in common are: None

6. The names of the predecessors in interest of the undersigned, if the property was transferred subsequent to the commencement of work of improvement herein referred to are: None

7. A work of improvement on the property hereinafter described was completed on November 11, 2024.

8. The name of the original contractor, if any, for the work of improvement was ABM Electrical & Lighting Solutions, Inc.

9. The kind of work done or material furnished was to purchase and install emergency backup generator upgrades at multiple City properties.

10. The property on which the work of improvement was completed is in the City of Calistoga, County of Napa, State of California, and is described as follows:
• Kimball Water Treatment Plant
• Dunaweal Wastewater Treatment Plant
City of Calistoga, Owner
Dated: Signed:

Derek Rayner, Public Works Director
ATTACHMENT 2 Item #5.1.

VERIFICATION
I, the undersigned, say:

I am the person who signed the foregoing notice. I have read the above notice and know its contents, and the facts stated therein are true of my own knowledge.

I declare under the penalty of perjury that the above is true and correct.

Executed at Calistoga, California, this 12th day of November, 2024.

City of Calistoga
Derek Rayner, Public Works Director
Item #5.1.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Hamid Heidary, Senior Civil Engineer
Meeting: City Council - Nov 12 2024
Subject: Fee Credit and Reimbursement Agreement for Lincoln Avenue Apartments Multi-Use Pathway
AGENDA TITLE:

Consideration of a Resolution Authorizing the Public Works Director to sign the Fee Credit and Reimbursement Agreement for Lincoln Avenue Apartments Multi-Use Pathway Improvements Located at 1855 Lincoln Avenue.

RECOMMENDATION:

Consider Adopting the Resolution
BACKGROUND:

The Lincoln Avenue Apartments project proposes 78 residential affordable housing units. The Planning Commission approved use permit and design review for the property by Resolution PC 2018-23 with conditions of approval.

Conditions of Approval (COA) #33, requires the developer to install a muti-use pathway, which is an extension of the Vine Trail, and close the gap between Calistoga Motor Lodge, down to Brannan Street intersection. The cost to complete the above improvements are credited against the project’s transportation impact fees and reimbursable if costs exceed fee by the city, per the COA for the project.

Pursuant to Section 3.28.060 of the Calistoga Municipal Code, Developer may receive and the City may grant credit for construction of eligible public improvements or facilities in accordance with the Nexus Reports or special studies; provided, however, the amount of the fee credit or reimbursement shall not exceed the amount of the impact fees assessed for which the fee credit or reimbursement is granted, unless the City Council also approves a reimbursement agreement.

The city has prepared a Fee Credit and Reimbursement Agreement to provide for the timely construction and completion of the Public Improvements, to ensure that construction of the Public Improvements is undertaken in accordance with the Plans and Specifications, to provide a means by which the Developer’s costs for construction of the Public Improvements is offset against Developer’s obligation to pay the applicable impact fees for the project, and to provide for reimbursement of costs in excess of the credit granted for eligible improvements, if any.

FINANCIAL IMPACT:

The total, not to exceed costs to complete the improvements is $712,216, and the maximum credit being applied from the project’s transportation impact fees, is $546,457. The remaining $165,759 Item #5.2.

($712,216-$546,457) is the city’s reimbursable amount. The city’s Transportation Impact Fund (Fund 57) has around $700,000 available which can be used to cover the reimbursement.

CEQA STATUS:

The Lincoln Avenue Apartments project is exempt from the California Environmental Quality Act (CEQA) under Section 15332 of the CEQA Guidelines, per the project’s Use Permit 2018-17.

ATTACHMENT(S):

1. Draft Resolution

2. Fee Credit and Reimbursement Agreement
APPROVAL(S):

Derek Rayner, Public Works Director/City Engineer Approved - Nov 01 2024 Connie Cardenas, Admin. Services Director Approved - Nov 01 2024 Laura Snideman, City Manager Approved - Nov 04 2024
Yudiana Galvan, City Clerk Approved - Nov 04 2024
Item #5.2.

RESOLUTION NO. 2024-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF

NAPA, STATE OF CALIFORNIA, AUTHORIZING THE PUBLIC WORKS DIRECTOR

TO SIGN THE FEE CREDIT AND REIMBURSEMENT AGREEMENT FOR LINCOLN

AVENUE APARTMENTS MULTI-USE PATHWAY IMPROVEMENTS LOCATED AT 1855 LINCOLN AVENUE
WHEREAS, the development proposes 78 residential affordable housing units at 1855 Lincoln Avenue; and
WHEREAS, the Planning Commission adopted Planning Commission Resolution PC 2018-23 recommending approval of a use permit and conditions of approval for this development; and
WHEREAS, Conditions of Approval (COA) #33, requires the developer to install a muti-use pathway, which is an extension of the Vine Trail, and close the gap between Calistoga Motor Lodge, down to Brannan Street intersection and receive credit/reimbursement for such improvements; and
WHEREAS, the city has prepared a Fee Credit and Reimbursement Agreement to provide means to ensure completion of the multi-use pathway improvements and subsequent reimbursement; and
WHEREAS, the total, not to exceed costs to complete the improvements is $712,216, and the maximum credit being applied from the project’s transportation impact fees, is $546,457. The remaining $165,759 ($712,216-$546,457) is the city’s reimbursable amount. The city’s Transportation Impact fund (Fund 57) has around $700,000 available which can be used to cover the reimbursement; and WHEREAS, the Lincoln Avenue Apartments project is exempt from the California Environmental Quality Act (CEQA) under Section 15332 of the CEQA Guidelines, per the project’s Use Permit 2018-17.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY find the following:

1. The attached Fee Credit and Reimbursement Agreement is approved.

2. Authorizes the Public Works Director to sign the Fee Credit and Reimbursement Agreement for Lincoln Avenue Apartments Multi-Use Pathway Improvements Located at 1855 Lincoln Avenue.

3. Authorizes the city’s reimbursable amount of $165,759 with existing Transportation Impact Funds.

4. Project is exempt from CEQA.

ATTACHMENT 1
Item #5.2.

Resolution No. 2024-XXX

PASSED, APPROVED AND ADOPTED this 12th day of November, 2024. I,

YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
______________________________ ______________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #5.2.

4865-0447-1507 v1

FEE CREDIT AND REIMBURSEMENT AGREEMENT
Lincoln Avenue Apartments Multi-Use Pathway Improvements -APN 011-050-044 This FEE CREDIT AND REIMBURSEMENT AGREEMENT (“Agreement”) is entered into this __th day of , 2024, by and between the CITY OF CALISTOGA, a California municipal corporation (“City”), and Calistoga Apartments Investors, L.P. a California Limited Partnership company (“Developer”). City and Developer are sometimes hereinafter referred to individually as “Party” and collectively as “Parties.”

RECITALS
A. Developer owns or has legal interest in certain real property commonly known as ““Lincoln Avenue Apartments” located at 1855 Lincoln Avenue, Calistoga, CA, more particularly known as Assessor’s Parcel Number 011-050-044, and more specifically described in the legal description attached to and incorporated within this Agreement as Exhibit A (“Property”).

B. City has approved a Use Permit (UP 2018-23) and a Design Review Application (DR 2018-7) in order to construct 78 affordable housing units (collectively, the “Development”) on Developer’s Property
C. City’s approval of the Project (Planning Commission Resolution 2018-23 included conditions of approval that Developer install a muti-use pathway from the southerly terminus of the proposed Vine Trail extension on Calistoga Motor Lodge Spa frontage, along the entire project frontage and connect to existing sidewalk/pathway just north of the Brannan Street intersection.

D. The muti-use pathway Improvements are detailed in plans identified as “off-site Improvement Drawings for Lincoln Avenue Apartments -Paved Multi-use Path” Plans, which is attached hereto as Exhibit B, and which plans have been approved by the Public Works Department (the “Multi-use Pathway Plans”).

E. The costs associated with these Multi-use Pathway Improvements are eligible for fee credits and/or reimbursement to offset the amount that the Developer would pay the City for the Project’s Transportation Impact fees.

F. Reserved.

G. Reserved.

H. Reserved.

I. Reserved.

J. The calculated transportation fee for the Project is $546,457.08.

K. Low bids in the collective amount of $592,158.00 (“Estimated Construction Costs”) was submitted to construct the muti-use pathway Improvements.

L. Chapter 3.28 of the Calistoga Municipal Code establishes development impact fees and fair share fees (“DIF”) to finance public facilities in furtherance of the goals and objectives of the City’s general plan, various facility master plans, capital improvement plans, and the nexus reports described in Section 3.28.030, as they may be amended from time to time (collectively, Item #5.2.

4865-0447-1507 v1
“Nexus Reports”). The imposition of DIF ensures that new development in the City bears its proportionate share of the cost of public facilities necessary to accommodate such development, which thereby promotes and protects the public health, safety, and welfare.

M. Pursuant to Section 3.28.060 of the Calistoga Municipal Code, Developer may receive and the City may grant credit towards the DIF for construction of eligible public improvements or facilities as contained in and in accordance with the Nexus Reports or special studies; provided, however, the amount of the fee credit or reimbursement shall not exceed the amount of the DIF assessed for which the fee credit or reimbursement is granted, unless the City Council also approves a reimbursement agreement.

N. City and Developer now desire to enter into this Agreement for the following purposes: (i) to provide for the timely construction and completion of the Public Improvements, (ii) to ensure that construction of the Public Improvements is undertaken in accordance with the Plans and Specifications, (iii) to provide a means by which the Developer’s costs for construction of the Public Improvements is offset against Developer’s obligation to pay the applicable DIF for the Project, in accordance with the Nexus Reports and -special studies, and (iv) to provide for reimbursement of costs in excess of the credit granted for eligible improvements, if any.

NOW, THEREFORE, for the purposes set forth herein, and for good and valuable consideration, the adequacy of which is hereby acknowledged, Developer and City hereby agree as follows:

TERMS

1. Incorporation of Recitals. The Recitals above are a substantive part of this Agreement.

2. Construction of Public Improvements. Prior to the issuance of a Certificate of Occupancy, unless both Parties agree to an extension in writing, and except as provided in this Agreement, Developer shall construct or have constructed, pursuant to this Agreement, the Public Improvements in accordance with the Plans and Specifications. Developer (or its contractors) shall provide all equipment, tools, materials, labor, inspections, compaction tests, design work, and engineering services necessary to fully and adequately complete the Public Improvements. The Parties agree that the Developer’s construction of the muti-use pathway Improvements per Section 2 of this Agreement shall satisfy the Development Conditions of Approval numbered 33, inclusive.

2.1 Pre-approval of Plans and Specifications. Developer is prohibited from commencing work on any portion of the Public Improvements until the Plans for that portion of the Public Improvements have been submitted to and approved by City and encroachment permits have been issued by the City. Approval by City shall not relieve Developer from ensuring that all Public Improvements conform to all other requirements and standards set forth in this Agreement.

2.2 Permits and Notices. Prior to commencing any work, Developer (through its contractors) shall, pursuant to the terms of this Agreement, obtain all necessary permits and licenses and give all necessary and incidental notices required for the lawful construction of the Public Improvements and performance of Developer’ s obligations under this Agreement.

Developer (through its contractors) shall conduct the work in full compliance with the regulations, rules, and other requirements contained in this Agreement, any applicable law, and any permit or license issued to Developer.

Item #5.2.

4865-0447-1507 v1

2.3 Public Works Requirements. Developer shall ensure that the bidding, awarding, and construction of the Public Improvements are undertaken as if such Public Improvements were constructed as a public works project under the direction and authority of City, pursuant to the applicable provisions of the Public Contract Code. A minimum of three bids shall be obtained.
(a) Prior to soliciting or awarding the bid for any portion of the Public Improvements, Developer shall submit the bid packet and a set of construction drawings signed by Developer or another authorized representative designated by Developer for the work being bid to the City Engineer (“City Engineer”) for review and approval, which approval shall be granted or denied within fifteen (15) calendar days after submission of such bid packet. If the City Engineer denies approval of such bid packet and construction drawings, the City Engineer shall specify the reasons for such disapproval and Developer shall resubmit a revised bid packet for review and approval until such approval is obtained.
(b) Developer shall obtain bids for the construction of the Public Improvements in a manner which has been approved by the City Engineer. Developer shall provide the City Engineer with copies of all bids received from contractors and a bid summary in a form approved by the City Engineer to assure that the contractor and subcontractors adhere to the applicable legal requirements for public works projects. The contract or contracts for the construction of the Public Improvements shall be awarded to the responsible bidder(s) submitting the lowest responsive bid(s) for the construction of the Public Improvements, as determined by Developer in its good faith discretion. Developer shall enter into a construction contract with each contractor selected to perform work on the Public Improvements (after competitive bidding as set forth above), (each, a “Construction Contract”) for the performance of the Work set forth in the selected bid, and the terms of each Construction Contract entered into by Developer and each contractor or subcontractor shall be reasonably acceptable to the City Engineer. Developer shall submit to City a copy of each executed Construction Contract for the Public Improvements within fifteen (15) days after execution thereof.
(c) Developer’s general contractor for the construction of the Public Improvements (“General Contractor”) shall pay prevailing wages (in accordance with Articles 1 and 2 of Chapter 1, Part 7, Division 2 of the Labor Code) and to otherwise comply with applicable provisions of the Labor Code, the Government Code, and the Public Contract Code relating to public works projects of cities/counties and as required by the procedures and standards of City with respect to the construction of its public works projects or as otherwise directed by the City Engineer.
(d) All contractors shall be required to provide proof of insurance coverage throughout the term of the construction of the Public Improvements which they will construct in conformance with Section 14 of this Agreement.

2.4 Compliance with Plans and Specifications. The Public Improvements shall be completed in accordance with the Plans and Specifications as approved by City.

2.5 Standard of Performance. Developer and its contractors shall perform all work required in constructing the Public Improvements in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the Item #5.2.

4865-0447-1507 v1
same discipline in the State of California. Developer represents and maintains that it or its contractors shall be skilled in the professional calling necessary to perform the work and licensed Class A - General Engineering Contractor. Developer warrants that all of its employees and contractors shall have sufficient skill and experience to perform the work assigned to them, and that they shall have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the work, and that such licenses, permits, qualifications, and approvals shall be maintained throughout the term of this Agreement.

2.6 Alterations to Public Improvements. All work shall be done and the Public Improvements completed as shown on the Plans and Specifications, and any changes to the Plans and Specifications mutually agreed upon by City and Developer. If either Party desires to make any changes to the Plans and Specifications, it shall provide written notice to the other Party of the proposed changes. City shall have five (5) business days after receipt of such written notice to administratively approve or disapprove the changes, which approval shall not be unreasonably withheld, conditioned, or delayed. If City fails to provide written notice to Developer of its approval or disapproval of the changes within such five (5) business day period, then the Parties shall meet within the next two (2) business days to discuss the changes. If the Parties cannot agree on how to proceed, then the Parties shall enter into the JAMS alternative dispute resolution process, beginning with mediation and, if necessary, utilizing the Streamlined Rules to arbitrate any dispute that cannot be resolved.

3. Maintenance of Improvements. City shall not be responsible or liable for the maintenance or care of, and shall exercise no control over, the Public Improvements until the Public Improvements are accepted by City. Developer shall have no obligation to make the Public Improvements available for public use at any time before the Public Improvements are accepted by City pursuant to Section 8 below. Developer shall maintain all of the Public Improvements in a state of good repair until they are completed by Developer and accepted by City, and until the security for the performance of this Agreement is released. Developer shall not be responsible for damage to the Public Improvements that are not caused by Developer. It shall be Developer’s responsibility to initiate all maintenance work, but if Developer fails to do so, Developer shall promptly perform such maintenance work when notified to do so by City. If Developer fails to properly prosecute its maintenance obligation under this section, City may, upon written notice and Developer’s failure to remedy as provided in Section 11, do all work necessary for such maintenance, and the cost of that maintenance shall be the responsibility of Developer and its surety under this Agreement if, and only if, it can be conclusively determined that the maintenance work was Developer’s responsibility. City shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the Public Improvements or their condition prior to acceptance, except to the extent such damage or injury is caused by the negligence or willful misconduct of City, its elected officials, employees and/or agents, or public users of the Public Improvements.

4. Fees and Charges. Prior to the issuance of an encroachment permit, Developer shall pay plan check, design review, engineering, inspection, and all other normal and customary taxes, processing fees, and charges arising out of the construction of the Project and Public Improvements . Prior to the issuance of a Certificate of Occupancy for the Project, Developer shall pay all required DIF and fair share fees of the Project and Public Improvements, including, but not limited to, all transportation impact fees, and other service or impact fees established by the City.

Item #5.2.

4865-0447-1507 v1
Developer shall receive such credits and/or reimbursements for the Public Improvements constructed in accordance with the provisions set forth in this Agreement.

5. Fee Credits and Reimbursements.

5.1 Required Fees. The Project is required to pay the following fees:

Transportation Fee. City and Developer acknowledge that as of the date of this Agreement and based upon the Conditions of Approval for the Project, the total amount of the Transportation Impact Fee assessed by and owing to City is five hundred forty-six thousand four hundred fiftyseven Dollars and eight cents ($546,457.08).

5.2 Credit Offset Against Fee Obligations. In consideration for Developer’s obligation under this Agreement to construct the Public Improvements (if not constructed by others), the City shall apply a credit to offset some or all of the Transportation Impact Fee (the “Fee Credits”).
(a) At the time of this Agreement, the estimated cost to construct the Public Improvements is seven hundred twelve thousand two hundred sixteen Dollars ($712,216), as set forth in Exhibit C (the “Estimated Construction Costs”). (b) The actual amount of Fee Credits and, if applicable, reimbursement amount for each impact fee shall be calculated as provided in Sections 5.4 and 5.5. (c) In consideration for Developer’s obligation under this Agreement to construct the Public Improvements, the City shall grant fee credits and/or reimburse the Developer for the actual cost of the Public Improvements not to exceed $712,216, by: (i) deducting the total actual cost of the Public Improvements from the Development’s transportation fees; or, (ii) paying to the Developer the actual cost of the Public Improvements; or, (iii) some combination thereof. (d) Other Fee Obligations. In addition to the Fee Obligations specified herein, the Developer may owe the City other DIF or fees that are not otherwise subject to a fee credit or reimbursement pursuant to this Agreement.

5.3 Reserved

5.4 Reconciliation: Final Offset against the Fee Obligations. Upon completion of the Public Improvements by Developer, Developer shall submit to the City Engineer such information as the City Engineer may require to calculate and verify the total Actual Cost incurred by Developer to construct the Public Improvements (the “Verified Construction Costs”).

The term “Actual Cost” shall refer to the amount that is equal to the Verified Construction Costs for each of the eligible improvements not to exceed $712,216 and shall be used for the purposes of the final reconciliation.

If the Actual Cost is less than the Required Fees, then Developer shall pay the remaining balance to the City to fully satisfy Developer’s Fee Obligations within thirty (30) days. If the Actual Cost exceeds the Required Fees, or the reimbursable work is not eligible for credit against any fee, then the City shall reimburse the Developer within thirty (30) days, subject to the limitations contained in Section 5.5.

Item #5.2.

4865-0447-1507 v1

5.5 Fee Credit Limits. Notwithstanding anything to the contrary in this Section 5, the following limits apply with respect to credit and reimbursement of DIF:

5.5.1 DIF Categories. Developer acknowledges that DIF are imposed in various separate categories to fund specific public facilities. Credit against DIF may only be applied for eligible improvements identified in the specific DIF category. As an example, if Developer constructs a street improvement that is eligible for credit against the Transportation Fee, Developer shall not receive credit against any other DIF for the street improvement, provided that Developer has received credit in one specific DIF category.

5.5.2 Maximum Credit. The maximum credit is total required fees.

5.5.3 Soft Costs. The City Engineer shall, in his/her sole reasonable discretion, determine the amount of reasonable soft costs eligible for reimbursement under the Fee Credit provision of Calistoga Municipal Code Section 3.28.060. Such amounts may include the reasonable soft costs of the Developer related to the Public Improvements, such as indirect costs of construction, professional engineering, and design services, construction management, soils testing, administrative costs, permits, plan check fees, and inspections. For soft costs to be reimbursable to Developer pursuant to this Agreement, City must be able to verify that such soft costs are specifically attributable to the specified Public Improvements for which reimbursement is being made, by reference to separate subcontract(s) or by another means approved by the City.

5.5.4 The total maximum not to exceed amount of the soft costs shall not exceed twenty percent (20%) of the amount construction cost. The total maximum not to exceed amount of the soft costs shall not exceed $120,058. The City Engineer may, in his/her reasonable discretion, reduce or disallow reimbursement for any costs he/she finds excessive or unreasonable. The total maximum not to exceed amount of the construction costs shall not exceed $592,158.00 which includes fourteen percent (14%) indirect cost.

5.5.5 Availability of Unencumbered Impact Fees. In the event that the City’s reimbursement obligation under this Section 5 exceeds available funds, and at the time such reimbursement is due, there is insufficient funds in the City’s account for the relevant Impact Fees, then the City may elect, exercisable by written notice delivered to Developer (a “Deferral Notice”), to defer the payment of such amounts until the time the funds become available in the City’s account for the relevant Impact Fees, which Deferral Notice shall set forth the amount of such Deferral (the “Deferral Amount”), the applicable Section of this Agreement to which such reimbursement obligation relates, and shall set forth the City’s continuing obligation to reimburse Developer for the Deferral Amount. Such Deferral Amount shall not accrue interest. Upon written request from Developer from time to time, the City shall execute a statement prepared by Developer acknowledging the then outstanding Deferral Amount as of the date of such request (a “Deferral Amount Statement”). Developer shall have no right to receive the Deferral Amount unless and until the Public Improvements are completed and accepted in accordance with the requirements of this Agreement. City Council may appropriate the funds by resolution, provided, however, the City is under no obligation to reimburse Developer from any source of revenue other than Impact Fees. Developer acknowledges and agrees that other developers may be reimbursed before Developer. No additional project or projects shall be given advanced priority after this Agreement is executed.

5.6 Conditions Precedent to Final Credit. The City’s obligation to provide fee credits for the Public Improvements pursuant to this Agreement is conditioned upon the prior Item #5.2.

4865-0447-1507 v1
satisfaction by Developer or written waiver by the City Manager of each of the following Conditions Precedent within the times designated below:

5.6.1 Completion of Construction. Developer shall complete the construction of the Public Improvements, and notices of completion shall have been recorded in relation to the Public Improvements, in accordance with California Civil Code Sections 8182 (as applicable).

5.6.2 Submission of Bills/Invoices. Developer shall have made full and complete payment of all undisputed claims for work performed on the Public Improvements, or in the event of a dispute between Developer and the General Contractor or a subcontractor, Developer shall have obtained a commercially reasonable bond reasonably satisfactory to the City to release any applicable mechanics’ lien or stop notice, and Developer shall have submitted and the City shall have approved within sixty (60) calendar days a written request for the reimbursement, including copies of all bills and/or invoices evidencing the hard costs of constructing the Public Improvements actually incurred by Developer.

5.6.3 As-Built Drawings. Developer shall have submitted to the City Engineer two (2) sets each of final as-built drawings for the Public Improvements, construction documents, and inspection reports, to the City Engineer, as provided in Section 8.

5.6.4 Acceptance of Required Public Improvements by the City. The City, shall, pursuant to the provisions of Calistoga Municipal Code Section 16.18.060 and as provided in Section 8, accept title to the Public Improvements, and Developer shall have provided the maintenance guarantees and landscaping requirements reasonably required by the City. The City agrees it will not unreasonably withhold or condition its acceptance of title to the Public Improvements.

5.6.5 No Default. Developer shall not be in Default in any of its obligations under the terms of this Agreement, and all representations and warranties of Developer contained herein shall be true and correct in all material respects.

6. City Inspection of Public Improvements. Developer shall, at its sole cost and expense, and at all times during construction of the Public Improvements, maintain reasonable and safe facilities and provide safe access for inspection by City of the Public Improvements and areas where construction of the Public Improvements is occurring or will occur. Developer shall provide for independent inspection when construction of the Public Improvements is occurring.

7. Liens. Upon the expiration of the time for the recording of claims of liens as prescribed by Sections 8412 and 8414 of the Civil Code with respect to the Public Improvements, Developer shall provide to the City such evidence or proof as the City shall reasonably require that all persons, firms, and corporations supplying work, labor, materials, supplies, and equipment to the construction of the Public Improvements have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm, or corporation. Rather than await the expiration of the said time for the recording of claims of liens, Developer may elect to provide to the City a title insurance policy or other security reasonably acceptable to the City guaranteeing that no such claims of liens will be recorded or become a lien upon any of the Property.

8. Acceptance of Improvements; As-Built or Record Drawings. If the Public Improvements are completed by Developer in accordance with the Plans, the City shall be Item #5.2.

4865-0447-1507 v1
authorized to accept the Public Improvements and shall do so within a reasonable amount of time pursuant to the City’s usual and customary City Council agenda process, but not to exceed fortyfive (45) days. The City may, in its reasonable discretion, accept fully completed portions of the Public Improvements prior to such time as all of the Public Improvements are complete, which shall not release or modify Developer’s obligation to complete the remainder of the Public Improvements. Upon the total or partial acceptance of the Public Improvements by City, Developer shall file with the Recorder’s Office of the County of Napa a notice of completion for the accepted Public Improvements in accordance with California Civil Code Section 8182 (“Notice of Completion”), at which time the accepted Public Improvements shall become the sole and exclusive property of City without any payment therefor. Notwithstanding the foregoing, City shall not accept any Public Improvements (or the applicable portion thereof) unless and until Developer provides to the City Engineer two (2) sets each of “as-built” or record drawings or plans to the City for all such Public Improvements (or the applicable portion thereof), complete construction documents, and inspection reports. The drawings shall be certified and shall reflect the condition of the Public Improvements as constructed, with all changes incorporated therein.

9. Warranty and Guaranty. Developer hereby warrants and guarantees all the Public Improvements against any defective work or labor done, or defective materials furnished in the performance of this Agreement, including the maintenance of the Public Improvements, for a period of one (1) year following completion of the work and acceptance by City (“Warranty”).

During the Warranty, Developer shall repair, replace, or reconstruct any defective or otherwise materially unsatisfactory portion of the Public Improvements, in accordance with the Plans and Specifications. All repairs, replacements, or reconstruction during the Warranty shall be at the sole cost and expense of Developer. As to any Public Improvements which have been repaired, replaced, or reconstructed during the Warranty, Developer hereby agree to provide a warranty for a one (1) year period following City acceptance of the repaired, replaced, or reconstructed Public Improvements. Developer’s warranty obligation under this section shall survive the expiration or termination of this Agreement.

10. Reserved.

11. Default; Notice; Remedies.

11.1 Notice. Subject to the force majeure provisions of Section 15.16 below, if Developer neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or if City determines there is a violation of any federal, state, or local law, ordinance, regulation or code, City may at any time thereafter declare Developer to be in default or violation of this Agreement and make written demand upon Developer or its surety, or both, to immediately remedy the default or violation (“Notice of Default”). Developer shall substantially commence the work required to remedy the default or violation within five (5) business days of the Notice of Default. If the default or violation constitutes an immediate threat to the public health, safety, or welfare, City may provide the Notice of Default verbally, and Developer shall substantially commence the required work within twenty-four (24) hours thereof.

11.2 Notice. If City neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or if Developer determines there is a violation of any federal, state, or local law, ordinance, regulation or code, Developer may at any time thereafter declare City to be in default or violation of this Agreement and make written demand upon City to immediately remedy the default or violation (“Notice of Default”). City shall substantially Item #5.2.

4865-0447-1507 v1
commence the work required to remedy the default or violation within five (5) business days of the Notice of Default.

11.3 Failure to Remedy; Party Action. If the work required to remedy the noticed default or violation is not commenced within the time required under Section 11.1 of this Agreement and diligently prosecuted to completion, the noticing Party may complete all remaining work, arrange for the completion of all remaining work, and/or conduct such remedial activity as in its reasonable discretion it believes is required to remedy the default or violation. All such work or remedial activity shall be at the sole and absolute cost and expense of the breaching Party, without the necessity of giving any further notice. In the event of a breach by Developer whereby City elects to complete or arrange for completion of the remaining work and the Public Improvements, City may require all work by Developer or its surety to cease in order to allow adequate coordination by City.

11.3 Other Remedies. No action by either Party pursuant to this Section 11 shall prohibit that Party from exercising any other right or pursuing any other legal or equitable remedy available under this Agreement or any federal, state, or local law. Either Party may exercise its rights and remedies independently or cumulatively, and either Party may pursue inconsistent remedies. Either Party may institute an action for damages, injunctive relief, or specific performance.

12. Security; Surety Bonds. Prior to the commencement of any work on the Public Improvements, Developer or its contractor shall provide City with surety bonds in the amounts and under the terms set forth below or, at the Developer’s request, in lieu of surety bonds, a letter of credit or letters of credit by a banking institution with a rating to be approved by the City and terms to be approved by the City (“Security”). The amount of the Security shall be based on the estimated actual costs (the “Estimated Costs”) to construct the Public Improvements, as determined by City after Developer has awarded a contract for construction of the Public Improvements to the lowest responsive and responsible bidder in accordance with this Agreement.

If City determines, in its sole and absolute discretion, that the Estimated Costs have changed, Developer or its contractor shall adjust the Security in the amount requested by City. Developer’s compliance with this Section 12 shall in no way limit or modify Developer’s indemnification obligation provided in Section 13 of this Agreement.

12.1 Performance Bond. To guarantee the construction of the Public Improvements and faithful performance of all the provisions of this Agreement, to protect City if Developer is in default as set forth in Section 11, and to secure the Warranty of the Public Improvements, Developer or its contractor shall provide City a faithful performance bond in an amount which sum shall be not less than one hundred percent (100%) of the Estimated Costs. The City may, in its reasonable discretion, partially release a portion or portions of the security provided under this section as the Public Improvements are accepted by City, provided that Developer is not in default on any provision of this Agreement and the total remaining security is not less than twenty percent (20%) of the Estimated Costs. All security provided under this section shall be released at the end of the Warranty period, provided that Developer is not in default on any provision of this Agreement.

12.2 Labor & Material Bond. To secure payment to the contractors, subcontractors, laborers, materialmen, and other persons furnishing labor, materials, or equipment Item #5.2.

4865-0447-1507 v1
for performance of the Public Improvements and this Agreement, Developer or its contractor shall provide City a labor and materials bond in an amount which sum shall not be less than one hundred percent (100%) of the Estimated Costs. The security provided under this section shall be released by City upon receipt of a Warranty Bond.

12.3 Additional Requirements. The surety for any surety bonds provided as Security shall have a current A.M. Best rating of at least “A” and FSC-VIII, shall be licensed to do business in California. As part of the obligation secured by the Security and in addition to the face amount of the Security, Developer and, its contractor or the surety shall secure the costs and reasonable expenses and fees, including reasonable attorneys’ fees and costs, incurred by City in enforcing the obligations of this Agreement. Developer and its contractor and the surety shall stipulate and agree that no change, extension of time, alteration, or addition to the terms of this Agreement, the Public Improvements, or the Plans and Specifications shall in any way affect its obligation on the Security.

12.4 Evidence and Incorporation of Security. Evidence of the Security shall be provided on the forms deemed acceptable by the City, and when such forms are completed to the satisfaction of City, the forms and evidence of the Security shall be incorporated herein by this reference.

13. Indemnification. Developer shall defend, indemnify, and hold harmless City, its elected officials, employees, and agents from any and all actual or alleged claims, demands, causes of action, liability, loss, damage, or injury to property or persons, including wrongful death, whether imposed by a court of law or by administrative action of any federal, state, or local governmental agency, arising out of or incident to any acts, omissions, negligence or willful misconduct of Developer in connection with the performance of this Agreement (“Claims”). This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys’ fees, and related costs or expenses, and the reimbursement of City, its elected officials, employees, and/or agents for all legal expenses and costs incurred by each of them. This indemnification excludes only such portion of any Claim which is caused by and to the extent of the negligence or willful misconduct of City, its elected officials, employees and/or agents, as determined by a court or administrative body of competent jurisdiction. Developer’s obligation to indemnify shall survive the expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by City, its elected officials, employees, or agents.

14. Insurance.

14.1 Types; Amounts. Developer shall procure and maintain, and shall require its contractors to procure and maintain, during performance of this Agreement, insurance of the types and in the amounts described below (“Required Insurance”). If any of the Required Insurance contains a general aggregate limit, such insurance shall apply separately to this Agreement or be no less than two times the specified occurrence limit.

14.1.1 General Liability. Occurrence version general liability insurance, or equivalent form, with a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage.

14.1.2 Business Automobile Liability. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than One Million Dollars Item #5.2.

4865-0447-1507 v1
($1,000,000) per occurrence. Such insurance shall include coverage for the ownership, operation, maintenance, use, loading, or unloading of any auto owned, leased, hired, or borrowed by the insured or for which the insured is responsible.

14.1.3 Workers’ Compensation. Workers’ compensation insurance with limits as required by the Labor Code of the State of California and employers’ liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence, at all times during which insured retains employees.

14.1.4 Professional Liability. For any licensed consultant who will engineer or design or inspect the Public Improvements, liability insurance for errors and omissions with limits not less than Two Million Dollars ($2,000,000) per occurrence, shall be procured and maintained for a period of five (5) years following completion of the Public Improvements. Such insurance shall be endorsed to include contractual liability.

14.2 Deductibles. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: (a) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected officials, officers, employees, agents, and volunteers; or (b) Developer and its contractors shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses.

14.3 Additional Insured; Separation of Insureds. The Required Insurance, except for the professional liability and workers’ compensation insurance, shall name City as an additional insured with respect to work performed by or on behalf of Developer or its contractors, including any materials, parts, or equipment furnished in connection therewith. The Required Insurance shall contain standard separation of insureds provisions, and shall contain no special limitations on the scope of its protection to City, its elected officials, officers, employees, or agents.

14.4 Primary Insurance; Waiver of Subrogation. The Required Insurance shall be primary with respect to any insurance or self-insurance programs covering City, its elected officials, officers, employees, or agents. The policy required for workers’ compensation insurance shall provide that the insurance company waive all right of recovery by way of subrogation against City in connection with any damage or harm covered by such policy.

14.5 Certificates; Verification. Developer and its contractors shall furnish City with original certificates of insurance and endorsements effecting coverage for the Required Insurance.

The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by City before work pursuant to this Agreement can begin. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

14.6 Term; Cancellation Notice. Developer and its contractors shall maintain the Required Insurance for the term of this Agreement and shall replace any certificate, policy, or endorsement which will expire prior to that date. All policies shall, to the extent available from commercially reasonable insurance providers, be endorsed to provide that the Required Insurance shall not be suspended, voided, reduced, canceled, or allowed to expire except on thirty (30) days’ prior written notice to City.

Item #5.2.

4865-0447-1507 v1

14.7 Insurer Rating. Unless approved in writing by City, all Required Insurance shall be placed with insurers licensed to do business in the State of California and with a current A.M. Best rating of at least “A-” and FSC-VIII.

15. Miscellaneous.

15.1 Assignment. Developer may assign by contract all or a portion of its rights and obligations pursuant to this Agreement to a third party purchaser of Developer (“Assignment”), subject to the approval of the City Manager in his/her reasonable discretion.

Developer and purchaser/assignee (“Assignee”) shall provide to the City Manager such reasonable proof as it may require that Assignee has the ability and financial commitment to undertake the Project and complete the Public Improvements. Developer and Assignee shall provide documentation and proof as may be deemed necessary to satisfy the City Manager. Any assignment pursuant to this section shall not be effective unless approved by the City and Developer and Assignee have executed an assignment agreement. Upon completion of the foregoing, and upon Assignee’s provisions of adequate surety bonds as required under Section 12, the City shall release Developer’s surety bonds.

15.2 Relationship Between the Parties. The Parties hereby mutually agree that this Agreement shall not operate to create the relationship of partnership, joint venture, or agency between City and Developer. Developer’s contractors are exclusively and solely under the control and dominion of Developer. Nothing herein shall be deemed to make Developer or its contractors an agent or contractor of City.

15.3 Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority make this Agreement and bind each respective Party.

15.4 Notices. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any person shall be in writing and either served personally, or sent by overnight mail with a commercial carrier, or sent by prepaid, first-class mail to the address set forth below. Notice shall be deemed communicated immediately upon personal delivery, the day of delivery by commercial carrier, or seventy-two (72) hours from the time of mailing if mailed as provided in this Section:

To City: City of Calistoga
1232 Washington Street
Calistoga, CA 94515
Attn: Public Works Director
To Developer: Calistoga Apartments Investors, L.P.
433 Marsh Street
San Luis Obispo, CA 93401
Attention: Jim Rendler

15.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement.

Item #5.2.

4865-0447-1507 v1

15.6 Construction; References; Captions. The Parties agree that the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days, or period for performance shall be deemed calendar days and not work days, unless specified therein. All references to Developer include all personnel, employees, agents, and contractors of Developer, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

15.7 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

15.8 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise.

15.9 Binding Effect. Each and all of the covenants and conditions shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns. This section shall not be construed as an authorization for any Party to assign any right or obligation.

15.10 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

15.11 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

15.12 Governing Law; Consent to Jurisdiction and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any legal action or proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the Parties’ activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the appropriate California State Court in the County of Napa, California. Each Party waives the benefit of any provision of state or federal law providing for a change of venue to any other court or jurisdiction including, without limitation, a change of venue based on the fact that a governmental entity is a party to the action or proceeding, or that a federal right or question is involved or alleged to be involved in the action or proceeding. Without limiting the generality of the foregoing waiver, Developer expressly waives any right to have venue transferred pursuant to California Code of Civil Procedure Section 394.

15.13 Time is of the Essence. Time is of the essence in this Agreement, and the Parties agree to execute all documents and proceed with due diligence to complete all covenants and conditions.

15.14 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument.

Item #5.2.

4865-0447-1507 v1

15.15 City Officers and Employees. No officer or employee of the City shall be personally liable to Developer or any successors in interest in the event of any default or breach by the City or for any amount that may become due to Developer or any successor(s) in interest or for breach of any obligation of the terms of this Agreement. No officer or employee of Developer shall be personally liable to the City or any successor(s) in interest in the event of any default or breach by Developer or for any amount that may become due to the City or their successors in interest or for breach of any obligation of the terms of this Agreement.

15.16 Force Majeure. Developer agrees that the time within which it shall be required to perform any act under this Agreement shall not be extended except as follows: (i) the Developer is delayed by the City (including, without limitation, restrictions on priority, initiative or referendum, or moratoria), in which case Developer shall provide written notice to the City specifically describing the nature and extent of the delay caused by the City and Developer’s detailed efforts to avoid such delay; or (ii) the Developer is delayed due to war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, casualties, natural disasters, acts of God, acts of the public enemy, epidemics, pandemics, quarantine restrictions, freight embargoes, processing with any governmental agencies, unusually severe weather, economic recession or depression as defined by the National Bureau of Economic Research, or any other similar causes beyond the control of Developer or without the fault of Developer. An extension of time for any such cause shall be for the period of the enforced delay equal to the number of days during which Developer’s performance was delayed and shall commence to run from the time of the commencement of the cause.

15.17 Entire Agreement. This Agreement contains the entire agreement between City and Developer and supersedes any prior oral or written statements or agreements between City and Developer.
[SIGNATURES OF PARTIES ON NEXT PAGE]
Item #5.2.

4865-0447-1507 v1
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

CITY:

CITY OF CALISTOGA,
a California municipal corporation
By: _____________________________
Derek Rayner,
Public Works Director
DEVELOPER:

Calistoga Apartments Investors, L.P.

By: ___________________________
Name: ________________________
Its: _________________________
Item #5.2.

4865-0447-1507 v1

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY
Item #5.2.

Item #5.2.

4865-0447-1507 v1

EXHIBIT B

MULTI-USE PATHWAY IMPROVEMENT PLANS
Item #5.2.

Δ
APPROVED FOR CONSTRUCTION “ ” “
” “ ” BKF ENGINEERS 200 4th STREET SUITE 300 SANTA ROSA, CA 95401 (707) 583-8500 www.bkf.com Item #5.2.

LINCOLN AVE (HWY 29)
LINCOLN AVE (HWY 29) MATCH LINE - SEE BELOW MATCH LINE SEE ABOVE BKF ENGINEERS 200 4th STREET SUITE 300 SANTA ROSA, CA 95401 (707) 583-8500 www.bkf.com Item #5.2.

Tectonic Copyright 2007
Tectonic Copyright 2007 Tectonic Copyright 2007
Tectonic Copyright 2007
Tectonic Copyright 2007
Tectonic Copyright 2007
Tectonic Copyright 2007
Tectonic Copyright 2007
Tectonic Copyright 2007
Tectonic Copyright 2007 Tectonic Copyright 2007
Tectonic Copyright 2007
Tectonic Copyright 2007
Tectonic Copyright 2007
Tectonic Copyright 2007
Tectonic Copyright 2007

MULTI-USE PATH

MULTI-USE PATH

MULTI-USE PATH
(E) MULTI-USE PATH
(CALTRANS 04-18-6-MC-1753)
LINCOLN AVE (HWY 29)
LINCOLN AVE (HWY 29)

MULTI-USE PATH
MULTI-USE PATH MATCH LINE - SEE ABOVE MATCH LINE - SEE BELOW BKF ENGINEERS 200 4th STREET SUITE 300 SANTA ROSA, CA 95401 (707) 583-8500 www.bkf.com Item #5.2.

4865-0447-1507 v1

EXHIBIT C

ESTIMATED CONSTRUCTION COSTS

Transportation Impact Fees $546,457.08

Construction Direct Cost $518,163
Construction Indirect Cost $73,995
Subtotal $592,158

Soft cost at 20% Cost $120,058

GRAND TOTAL $712,216

Item #5.2.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Derek Rayner, Public Works Director/City Engineer Meeting: City Council - Nov 12 2024
Subject: State Water Supply Transfer
AGENDA TITLE:

State Water Project Carryover Water Transfer
RECOMMENDATION:

Consider Authorizing the Calistoga Director of Public Works to Agree to the Attached Draft Term Sheets with Tulare Lake Basin WSD and Westside Districts for a Total Transfer of 398 AF of Carryover Water and Allow him to Negotiate and Approve Subsequent Term Sheets Up to Another Potential Transfer of 965 AF to an Interested Agency(s) that are Identified, For a Maximum Total Amount of 1,363 AF in Total Carryover through July 1, 2025, if San Luis Reservoir is Forecasted to Spill Resulting in the City’s Loss of this Carryover Water.

BACKGROUND:

The City of Calistoga is a sub-contractor to the Napa County Flood Control and Water Conservation District (NCFCWCD) for the contract with the State of California for the water received from the State Water Project (SWP) via the North Bay Aqueduct. The terms of the agreement with NCFCWCD are specified in City Agreement No. 1482 (NCFCWCD Agreement No. 1573), entered on April 5, 1966, and subsequent amendments Nos. 1 – 16 dated March 19, 2019 (“Napa Water Supply Agreements”). The NCFCWCD is a member of the State Water Contractors Association, which is comprised of the 29 contractors for State Water Project water.

The City of Calistoga has invested in SWP Water Supplies since June 15, 1982, when it purchased its original entitlements for the State Water Project known as Table A water. The City of Calistoga has 1,925 Acre-Feet (AF) of annual Table A SWP Entitlements. Each calendar year the California Department of Water Resources (DWR) assesses the reservoir levels, snowpack, and overall state of the water supply in the SWP system and establishes a percent allocation of Table A entitlements each calendar year that can be delivered.

In select years, if the city does not consume all its Table A entitlements, and San Luis Reservoir does not spill, the unused water is reclassified as Article 56(c) water, or carryover water, which can be used the following calendar years. Carryover is additive year over year if Table A, South of Delta entitlement is not consumed by Calistoga, and has a yearly maximum of 50 percent of the Table A allocation. If San Luis Reservoir spills, there is a formula to which carryover is depleted. However, historically Article 56(c) stored water has been lost in its entirety during a spill event, and all carryover water is lost.

DISCUSSION:

Item #5.3.

In 2023 the SWP allocation was 100% for North of Delta contractors, and Calistoga received their full 1,925 AF of Table A water allocation and carried over 963 AF (50% of Table A max) of water into 2024. The current 2024 SWP Allocation is 65% for North of Delta contractors which provided Calistoga with a 1,250 AF allocation. Staff forecasts that we will have 400 AF of unused Table A in 2024 that will become carryover in 2025. Since carryover is additive year over year, Calistoga is projected to have 1,363 AF (963 + 400) of carryover water in 2025.

DWR has indicated that they plan to have San Luis Reservoir spill in 2025, meaning Calistoga will lose the projected 1,363 AF of Carryover Water. DWR controls water levels in San Luis Reservoir by pumping water out of the San Joaquin-Sacramento River Delta, upstream from O’Neill Forebay.

NCFCWCD has found two agencies who are currently interested in a water transfer totaling 398 AF of Calistoga’s carryover water. Westside and Tulare will pay Calistoga for the water transfer separately at $250/AF to $300/AF respectively. If another interested agency(s) is found, and San Luis is imminent spill condition where Calistoga will lose this water, staff is requesting the ability to negotiate and approve subsequent term sheets and transfer of water up to another 965 AF, for a maximum total amount of 1,363 AF in total carryover through July 1, 2025.

NCFCWCD has created the attached draft term sheets for the two agencies to transfer water between agencies. NCFCWC draft terms include transfer of water from all three sub-contractors (City of Napa, City of American Canyon, and City of Calistoga) with the total exchange being: 1,000 AF to Tulare and 5,000 AF to Westside. Calistoga’s share in the exchange is 66 AF to Tulare and 332 AF to the Westside Districts and is based on Calistoga’s proportional share of the County’s total Table A entitlement. Calistoga would transfer subject to the attached draft term sheets and the California Department of Water Resources (DWR) water transfer criteria, if draft terms are adopted by all agencies.

Calistoga will be able to reliably meet normal annual demands of 630 AF over the next two years while making normal withdrawals from Kimball of 225 AF per year and assuming SWP allocations are only 10% allocation levels. The city has another 442 AF available from the Napa Water Exchange that Calistoga City Council adopted by Resolution No. 2021-061 on August 3, 2021, that must be consumed by December 31, 2026, and would be used in addition to Kimball and SWP supplies.

The SWP supply has the following additional water sources:
•Article 21 water that has averaged about 100 AF over the last four years for Calistoga •Dry Year Transfer and Yuba Accord water purchases, as available •Advanced Table A water of 332 AF for Calistoga
In addition, if there is a severe drought staff will be requesting the council adopt additional mandatory conservation stages that typically reduce demand by another 10% to 20%.

FINANCIAL IMPACT:

There is no financial cost and only the potential of some revenue. The maximum projected carryover water is 1,363af in 2025, and if it is all transferred the potential revenue would be approximately $344,050 and go into Account No. 02-3289 (Water Fund Other Revenue). We currently have only identified two interested agencies, Tulare Lake Basin WSD to purchase 66af/$300af for a total of $19,800, and Westside Districts to purchase 332af/$250af for a total of $83,000. If additional Item #5.3.

interested agencies are found, the city could potentially receive another $241,250, assuming a price of $250/af for the remaining 965af of water.

CEQA STATUS:

This action is exempt from CEQA (Section 15301) in accordance with the Notice of Exemption filed by the Napa County Flood Control Water Conservation District.

ATTACHMENT(S):

1. Draft Resolution

2. Draft Term Sheet with Westside Districts

3. Draft Term Sheet with Tulare Lake Basin WSD
APPROVAL(S):

Derek Rayner, Public Works Director/City Engineer Approved - Nov 01 2024 Connie Cardenas, Admin. Services Director Approved - Nov 04 2024 Laura Snideman, City Manager Approved - Nov 04 2024
Yudiana Galvan, City Clerk Approved - Nov 04 2024
Item #5.3.

RESOLUTION NO. 2024-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY OF

NAPA, STATE OF CALIFORNIA, AUTHORIZING THE CALISTOGA DIRECTOR OF

PUBLIC WORKS TO AGREE TO THE ATTACHED DRAFT TERM SHEETS WITH

TULARE LAKE BASIN WSD AND WESTSIDE DISTRICTS FOR A TOTAL TRANSFER OF 398 AF OF CARRYOVER WATER AND ALLOW HIM TO

NEGOTIATE AND APPROVE SUBSEQUENT TERM SHEETS UP TO ANOTHER POTENTIAL TRANSFER OF 965 AF TO INTERESTED AGENCY(S) THAT ARE IDENTIFIED, FOR A MAXIMUM TOTAL AMOUNT OF 1,363 AF IN TOTAL CARRYOVER THROUGH JULY 1, 2025, IF SAN LUIS RESERVOIR IS FORECASTED TO SPILL RESULTING IN THE CITY’S LOSS OF THIS CARRYOVER WATER.

WHEREAS, the City of Calistoga is a sub-contractor to the Napa County Flood Control and Water Conservation District (NCFCWCD) for the contract with the State of California for the water received from the State Water Project (SWP) via the North Bay Aqueduct; and
WHEREAS, the City of Calistoga has invested in SWP Water Supplies since June 15, 1982, when it purchased its original entitlements of the State Water Project known as Table A water; and
WHEREAS, the City of Calistoga has 1,925 Acre-Feet (AF) of annual Table A SWP Entitlements that each calendar year are allocated by the California Department of Water Resources (DWR) based on reservoir levels, snowpack, and overall state of the water supply in the SWP system and establishes a percent allocation of Table A entitlements that will be delivered; and
WHEREAS, in select years, if the city does not consume all its Table A entitlements, and San Luis Reservoir does not spill, the unused water is reclassified as Article 56(c) water, or carryover water, that can be used the following calendar year; and WHEREAS, if San Luis Reservoir spills, all carryover water is lost; and WHEREAS, Calistoga is projected to have 1,363 AF of carryover in 2025 and DWR has indicated they plan to have San Luis Reservoir spill in 2025, meaning Calistoga will lose the projected 1,363 AF of Carryover Water; and
WHEREAS, NCFCWCD has found two agencies who are currently interested in a water transfer totaling 398 AF of Calistoga’s carryover water. Westside Districts and Tulare Lake Basin WSD will pay Calistoga for the water transfer separately at $250/AF to $300/AF respectively; and
WHEREAS, NCFCWCD is actively looking for additional transfers for unused carryover if additional agencies are found for the remaining 965 AF; and ATTACHMENT 1
Item #5.3.

Resolution No. 2024-XXX

WHEREAS, staff would like the ability to transfer this water since this may be a lastminute opportunity, right before San Luis Reservoir spills to at least get some revenue before the water is lost; and
WHEREAS, there is no financial cost, and only the potential of some revenue. The maximum projected carryover water is 1,363af in 2025, and if it is all transferred the potential revenue would be approximately $344,050 and go into Account No. 02-3289 (Water Fund Other Revenue). We currently have only identified two interested agencies, Tulare Lake Basin WSD to purchase 66af/$300af for a total of $19,800, and Westside Districts to purchase 332af/$250af for a total of $83,000. If additional interested agencies are found, the city could potentially receive another $241,250, assuming a price of $250/af for the remaining 965af of water; and
WHEREAS, this action is exempt from CEQA (Section 15301) in accordance with the Notice of Exemption filed by the Napa County Flood Control Water Conservation District.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALISTOGA DOES HEREBY find the following:

1. Authorizes the Calistoga Director of Public Works to agree to attached draft term sheets with Tulare Lake Basin WSD and Westside Districts totaling a sale of 398 AF of Calistoga’s Carryover Water.

2. If another buyer is found and San Luis Reservoir is imminent spill condition, authorizes the Calistoga Director of Public Works to negotiate and approve subsequent term sheets up to another 965 AF for a maximum total amount of 1,363 AF in total carryover through July 1, 2025.

PASSED, APPROVED AND ADOPTED this 12
th day of November, 2024. I,

YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
____________________________ __________________________ Yudiana Galvan, City Clerk Donald Williams, Mayor
Item #5.3.

Water Transfer Term Sheet October 4, 2024

TERM SHEET FOR WATER PURCHASE
BETWEEN NAPA1 AND THE WESTSIDE DISTRICTS2

1. General: Napa shall make available for transfer up to 5,000 acre-feet of Article 56(c) State Water Project Carryover Water (Transfer Water) to the Westside Districts, subject to the terms and conditions of this Term Sheet and the California Department of Water Resources water transfer criteria.

2. Term: This Term Sheet shall become effective on October 24, 2024 or the nearest time after that date that the Department of Water Resources (DWR) approves the transfer contemplated herein and shall terminate as soon as the transfer is completed but no later than on March 31, 2025.

3. Conveyance to Westside Districts:
a. The Point of Delivery shall be San Luis Reservoir. Both parties may agree in writing to an alternate point of delivery location. Napa shall be responsible for all charges associated with the conveyance of Transferred Water to the Point of Delivery. The Westside Districts shall take possession of the Transferred Water at the Point of Delivery and be responsible for all charges associated with conveyance of the Transferred Water downstream from the Point of Delivery.
b. Conveyance of Transferred Water is subject to any capacity limitations imposed by DWR. However, Westside Districts will use its best efforts to expeditiously convey the water to its service area when conveyance capacity is available.
c. Capacity for the delivery of Transferred Water to the Westside Districts is on an “as available” basis, subject to higher priority deliveries of the 1 Napa County Flood Control and Water Conservation District 2 Westside Districts consist of Dudley Ridge Water District and four member units of the Kern County Water Agency (Belridge Water Storage District, Berrenda Mesa Water District, Lost Hills Water District, and Wheeler Ridge – Maricopa Water Storage District)
ATTACHMENT 2 Item #5.3.

Water Transfer Term Sheet October 4, 2024
Westside Districts. Such higher priorities include SWP water (Table A, Article 21) & Local Supplies3 allocated to the Westside Districts. d. The Westside Districts shall determine amongst themselves the allocation of the Transferred Water. Water transferred under this Term Sheet can be requested and scheduled in multiple blocks and throughout the Term, subject to available water volumes as per section 3(d).

4. Payment:
a. The Westside Districts shall pay Napa $250 per AF for all Transferred Water delivered to the Point of Delivery by Napa.

It should be noted that this Term Sheet identifies the maximum amount of SWP water that may be transferred by NAPA to the Westside Districts.

Actual delivery of SWP water by NAPA to the Westside Districts, however, may vary due to those conditions set forth in sections 3(b), 3(c), and 3(d).

The Westside Districts and Napa make no guarantees that any or all the Transferred Water will be requested for delivery or delivered to the Point of Delivery. The Westside Districts shall not be responsible for any amount of SWP water not requested for delivery to the Point of Delivery. b. Once the final volume of Transferred Water is known and reconciled by the parties, Napa shall invoice the Westside Districts for the reconciled amount of Transferred Water that was delivered to the Point of Delivery by Napa. All Napa invoices shall be due and payable within 45 days of receipt. Napa shall send all invoices to the following address in electronic format:

Wheeler Ridge- Maricopa Water Storage District
Eric McDaris
[email protected]

5. Approvals:
a. The Westside Districts (through Dudley Ridge Water District (DRWD) and Kern County Water Agency (KCWA)) and Napa shall work together to obtain approval for the transfer contemplated herein from DWR. As Napa 3 Kern River Water, KCWA Member Unit Table A
Item #5.3.

Water Transfer Term Sheet October 4, 2024
water is to be transferred, the request to DWR shall come from Napa after coordination with DRWD and KCWA.
b. Napa and the Westside Districts anticipate that a Notice of Exemption will be required to comply with CEQA. The parties shall work together to obtain CEQA compliance, and in doing so, Napa shall be the “lead agency” and each of the Westside Districts, KCWA, and DWR shall be “responsible agencies.”
c. Napa and the Westside Districts shall be responsible for their own internal costs, transaction costs, and other costs (including conveyance and administration) associated with the transfer contemplated herein.

6. Complete Agreement
a. This Term Sheet represents the complete agreement between the parties.

No oral or written document or representation other than this Term Sheet represents the parties’ intent in entering this agreement. b. The parties may, however, modify this Term Sheet with a written modification signed by both parties.

7. Signatures
a. The signatories below confirm that they have the authority to execute this Term Sheet on behalf of the agencies they represent and abide by this Term Sheet’s conditions.
________________________________ ______________________________ Mark Gilkey Christopher Silke
Berrenda Mesa Water District Napa County FCWCD
________________________________ ______________________________ Date Date
________________________________ ______________________________ Mark Gilkey Mark Gilkey
Belridge Water Storage District Lost Hills Water District ________________________________ ______________________________ Date Date
Item #5.3.

Water Transfer Term Sheet October 4, 2024
________________________________ ______________________________ Mark Gilkey Sheridan Nicholas
Dudle Ridge Water District Wheeler Ridge- Maricopa Water Storage District
________________________________ ______________________________ Date Date
Item #5.3.

Water Transfer Term Sheet October 4, 2024

TERM SHEET FOR WATER PURCHASE FROM NAPA COUNTY FLOOD

CONTROL AND WATER CONSERVATION DISTRICT (NAPA) TO

TULARE LAKE BASIN WATER STORAGE DISTRICT (TULARE)

1. General: Napa shall make available for transfer 1,000 acre-feet of Article 56(c) State Water Project Carryover Water (Transfer Water) to Tulare, subject to the terms and conditions of this Term Sheet and the California Department of Water Resources (DWR) water transfer criteria.

2. Term: This Term Sheet shall become effective on October 22, 2024 or the nearest time after that date that the Department of Water Resources approves the transfer contemplated herein and shall terminate on December 31, 2024.

3. Conveyance to Tulare:
a) Transfer of Napa’s Article 56 Carryover Water to Tulare will occur as soon as the agreement between Tulare, Napa, and DWR is executed; the point of transfer is San Luis Reservoir, and the transfer will occur by means of a recalculation of Napa’s and Tulare’s respective Article 56 Carryover Water storage balances in San Luis Reservoir .
b) Tulare shall be responsible for the SWP delivery costs for the water delivered from San Luis Reservoir to Tulare.

4. Payment:
a) Tulare shall pay Napa $300 per AF for water made available by Napa. b) Napa shall invoice Tulare after DWR transfer agreement has been fully executed by all parties. Napa’s invoice shall be due and payable within 45 days of receipt by Tulare. Napa shall send all invoices to the following email address:

Tulare Lake Basin Water Storage District
Jacob Westra: [email protected] and,
[email protected]

5. Approvals:
a) Tulare and Napa shall work together to obtain approval for the transfer contemplated herein from DWR. Napa will author the transfer request to DWR after coordination with Tulare on key components of the “SWP Agreement – Request Form.”
ATTACHMENT 3 Item #5.3.

Water Transfer Term Sheet October 4, 2024
b) Napa and Tulare anticipate that a Notice of Exemption will be required to comply with CEQA. The parties shall work together to obtain CEQA compliance, and in doing so, Napa shall be the “lead agency” and Tulare shall be a “responsible agency.”
c) Napa and Tulare shall be responsible for their own internal costs, transaction costs, and other costs (including conveyance and administration) associated with the transfer contemplated herein.

6. Complete Agreement
a) This Term Sheet represents the complete agreement between the parties.

No oral or written document or representation other than this Term Sheet represents the parties’ intent in entering this agreement. b) The parties may, however, modify this Term Sheet with a written modification signed by both parties.

7. Signatures
a) The signatories below confirm that they have the authority to execute this Term Sheet on behalf of the agencies they represent and abide by this Term Sheet’s conditions.

Tulare Lake Basin Water Storage District Napa County Flood Control and Water Conservation District
________________________________ ______________________________ Jacob Westra, General Manager Christopher Silke, General Manager

________________________________ ______________________________ Date Date
Item #5.3.

City of Calistoga

STAFF REPORT
To: Honorable Mayor and City Council
From: Rachel Stepp, Deputy City Manager
Meeting: City Council - Nov 12 2024
Subject: Enterprise Resource Planning Software Purchase AGENDA TITLE:

Consider adopting a resolution to authorize the City Manager to execute a contract with Tyler Technologies (Tyler) to purchase and implement ERP Pro 10.

RECOMMENDATION:

Consider Adopting the Resolution
BACKGROUND:

The City’s current financial system, Corbin Willits Systems MOMs, was purchased and implemented in 1983. In over forty years since MOMs was implemented, numerous new requirements and reporting mandates have placed increasingly larger burdens on staff.

Due to limitations within MOMs, several key processes must be performed manually, often requiring multiple entries and separate spreadsheets to track items. These manual processes include employee time reporting, review and approval; purchase order requests; payroll and benefit election; invoicing for geothermal accounts; ad hoc reporting; and employee onboarding. Vendor support for MOMs has declined over many years and is now nearly non-existent.

The City formed an evaluation committee comprised of representatives from each department. The committee analyzed three Enterprise Resource Planning (ERP) systems, investing several months in identifying requirements and evaluating different solutions. Ultimately, the committee decided that the Tyler Technologies ERP Pro 10 solution best met the needs of the city.

ANALYSIS:

The Tyler Technologies ERP Pro 10 solution includes enhanced capabilities and more efficient electronic processing of financial, human resources, and utility billing transactions. Implementation of ERP Pro 10 would provide the following new capabilities:
 Electronic review and approval of invoices.
 Employee access to their Human Resource records.
 Electronic timekeeping, review and approval of timesheets, including time off requests.  Employee time can be recorded against grants and projects, eliminating manual calculations and entries.
 Automated employee onboarding, eliminating the need to print nearly 300 pages per new employee.
 Online portal access for all Utility Billing and Business Licensing Customers.

Item #5.4.

The Tyler Technologies software portfolio includes other solutions that may be integrated with the ERP Pro 10 system in the future, providing a single system that fully incorporates all financial transactions across the various software components.

Tyler Technologies supports its ERP Pro 10 solution through several methods, including an online support forum, phone support, Tyler University for online courses, an online issue management system, and a Help Desk available during normal business hours.

A contract with Tyler Technologies has been negotiated to implement the ERP Pro 10 system, develop a new site design, new content pages, streamlined navigation, and enhanced security.

Services were competitively bid through the SHI/Sourcewell ezIQC® process. The ezIQC® process streamlines procurement by taking advantage of the “already competitively bid” processes that meet California public contracting requirements.

This contract includes one-time implementation costs of $146,405.00 and three years of use for the ERP Pro 10 Software as a Service solution. Subscription costs for the system are $81,526.00 per year. The total not to exceed the amount for the duration of the three-year contract is $390,983.

FINANCIAL IMPACT:

The FY 2024-25 Budget contains sufficient funding in account 17-8001-4402 for the completion of this implementation and three years of service at the not to exceed amount of $390,983.

CEQA STATUS:

The recommended action is not a project and therefore not subject to CEQA review.

ATTACHMENT(S):

RESOLUTION - ERP Project
Tyler SAAS Contract Signed
APPROVAL(S):

Connie Cardenas, Admin. Services Director Approved - Nov 05 2024 Laura Snideman, City Manager Approved - Nov 05 2024
Yudiana Galvan, City Clerk Approved - Nov 05 2024
Item #5.4.

ATTACHMENT 1
RESOLUTION NO. 2024-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALISTOGA, COUNTY

OF NAPA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH TYLER TECHNOLOGIES, INC. TO
PURCHASE AND IMPLEMENT ERP PRO 10 FINANCIAL SYSTEM SOFTWARE.

WHEREAS, the City of Calistoga purchased and implemented the Corbin Willets MOMs financial system in 1983 and has been using it for more than 40 years; and WHEREAS, the City wishes to eliminate manual processes, reduce staff and printing costs, reduce risks related to manual entries; and WHEREAS, the City of Calistoga wishes to automate as many processes as possible to become more efficient and provide greater transparency to its citizens, residents, other interested parties; and
WHEREAS, a three-year contract has been negotiated with Tyler Technologies, Inc. for the licensing and implementation of the ERP Pro 10 financial and human resources system. Products and services were competitively bid through the Software House International/Sourcewell ezIQC process.

WHEREAS, funding for the $390,983.00 project is included in the Fiscal Year 2024-2025 Budget, in fund 17-8001-4402;
NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Calistoga as follows: that the Calistoga City Council hereby authorizes the City Manager to execute a three-year contract between the City of Calistoga and Tyler Technologies, Inc.

PASSED, APPROVED AND ADOPTED this 12 day of November 2024. I,

YUDIANA GALVAN, CITY CLERK OF THE CITY OF CALISTOGA, HEREBY CERTIFY the foregoing resolution was introduced and passed at a regular meeting of the Calistoga City Council by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:

Yudiana Galvan, CMC, City Clerk Donald Williams, Mayor
Item #5.4.

1 SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client.

WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler’s proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows:

SECTION A – DEFINITIONS
 “Agreement” means this Software as a Service Agreement.  “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 the City of Calistoga, California, a municipal corporation.  “Data” means your data necessary to utilize the Tyler Software, which may include certain Personal Identifying Information about citizens and/or employees. Personal Identifying Information may include information that identifies or can be used to identify an individual, which may include names, addresses, email addresses, telephone numbers, passwords, financial account numbers, credit card number, debit card number, answers to security questions, biometric data, health insurance information, medical information, employee ID numbers, wage information, W-2’s, geolocation information, and government issued identification numbers (including, but not limited to, social security number, driver’s license number, state-issued identification number, and other personal identifiers). Personal Identifying Information does not include publicly available information.
 “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 Software.

Item #5.4.

2  “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.
 “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.

Item #5.4.

3  “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, as further described in Section C(10). 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 B(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); provided that we will not charge you additional fees for those overages without providing notice to you and an opportunity to eliminate the overages, and provided further that the additional fees resulting from the overages must be agreed to in an amendment signed by the parties. If you refuse to agree to that amendment yet continue to regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, Tyler reserves the right to suspend your access to the SaaS Services immediately upon notice to you.

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. Tyler shall use Client Data solely to perform its obligations under this Agreement.

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 Item #5.4.

4 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(10), 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 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 located within the United States. 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 implement and maintain industry standard physical, administrative, and technical safeguards to protect Client Data from unauthorized access which safeguards are updated in accordance with standard industry practices to keep up with emerging threats. 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 Item #5.4.

5 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. Access to Client Data is limited to Tyler employees who require access to Client Data to fulfil the obligations under this Agreement.

6.9 Where applicable with respect to our applications that take or process card payment data, we 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/aboutus/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 based on the scope of the project as of the Effective Date and are payable in accordance with our Invoicing and Payment Policy. We will bill you the actual fees incurred based on the in-scope services provided to you, up to the maximum amounts set forth in the Investment Summary. For in-scope work, hours worked above those reflected in the Investment Summary will not be billed to the Client. This not-to-exceed commitment is contingent on your timely meeting your obligations under this Agreement. 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. Assignment and Removal of Personnel. After the Effective Date, and in coordination with the project kick-off activities identified in the Statement of Work, we will make our project staffing assignment and provide the City with project resumes, demonstrating relevant past project experience, for Item #5.4.

6 project team members that are allocated for onsite services on the project. You agree that those resumes are for your information and planning purposes only.

In the event our personnel is/are not providing services consistent with our services warranty or are otherwise negatively impacting the project, you will notify us in writing of that deficiency, provide a factual description of the nature of the deficiency and provide us with a commercially reasonable opportunity to correct it. If the deficiency persists, we will replace that project member Once our project team is assembled, we agree to use commercially reasonable efforts to maintain consistency of project personnel and commit to replacement resources having sufficient project knowledge, without additional cost to you, in order to render services in accordance with the Agreement.

Replacement staff will be assigned following the same processes set forth above and shall have reasonably sufficient experience and project knowledge to fulfill applicable obligations under the Agreement.

4. 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.

5. Cancellation. If you cancel services less than four (4) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) daily fees associated with cancelled professional services if we are unable to reassign our personnel and (b) any non-refundable travel expenses already incurred by us on your behalf. We will make all reasonable efforts to reassign personnel in the event you cancel within four (4) weeks of scheduled commitments.

6. 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.

7. 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.

8. 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 security policies.

9. 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 Item #5.4.

7 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).

10. 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:

10.1 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);

10.2 provide support during our established support hours;

10.3 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;

10.4 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

10.5 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 thirdparty 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-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) week’s advance notice.

Item #5.4.

8 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.

Item #5.4.

9 SECTION F – TERM AND TERMINATION

1. Term. The initial term of this Agreement is three (3) years as indicated in Exhibit A “Investment Summary” with said term to commence on the first day of the first month following the Effective Date, unless the Agreement is earlier terminated as set forth below. Upon expiration of the initial term, the City shall have the option to extend this Agreement for successive one (1) year renewal terms upon mutual agreement of the Parties at our then-current SaaS Fees; provided that, for the first two annual renewal terms (i.e., SaaS years 4 and 5), the SaaS Fees will not exceed a year-overyear increase of five percent (5%). Client may indicate its agreement to renewal terms by timely payment of a Tyler invoice of annual fees for the 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 Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more.

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. Disentanglement. In connection with the expiration or termination of this Agreement, Tyler shall use commercially reasonable efforts to accomplish an adequate and timely transition from Tyler to the Client, or to any replacement providers designated by the Client (a “Disentanglement”). The parties shall reasonably cooperate during Disentanglement. Upon expiration of the Agreement, Tyler shall, at Tyler’s own cost, promptly return all Client data to Client or the entity designated by Client. We reserve the right to charge for Tyler’s time and materials for non-standard or custom data exports.

Item #5.4.

10 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, 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 gross 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.

Item #5.4.

11 3. Indemnification –Data Breach, Breach of Confidentiality Obligation. 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) legally required expenses arising from a breach of Client Data hosted by Tyler under this Agreement, to the extent that breach is caused by our negligence or willful misconduct; or (b) our violation of our duty of confidentiality under Section H(17) of 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.

4. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO

THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER

WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT

NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.

5. 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), TWO (2) TIMES THE TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, TWO (2) TIMES THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM; EXCEPT THAT, IN THE CASE OF AN INDEMNIFICATION CLAIM UNDER SECTION G(3), THE LIMITATION IS THE ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), THREE (3) TIMES THE TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THREE (3) TIMES 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).

6. 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. THE FOREGOING EXCLUSION OF CERTAIN DAMAGES SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2).

7. 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 and (f) Cyber Insurance with limits not less than $3,000,000 per claim. 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 Item #5.4.

12 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 twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) 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. For avoidance of doubt, no services beyond those listed in the Investment Summary will be added to the Agreement without mutual written consent of the parties.

2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) 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 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.

Item #5.4.

13 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 for a 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, 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 Item #5.4.

14 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 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.

Item #5.4.

15 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. 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
Exhibit E Statement of Work
Exhibit F Payment Processing Agreement
Exhibit G AP Automation Terms
Item #5.4.

16 IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below.

Tyler Technologies, Inc. City of Calistoga, CA
By: By:

Name: Name:

Title: Title:

Date: Date:

Address for Notices: Address for Notices:

Tyler Technologies, Inc. City of Calistoga
One Tyler Drive 1232 Washington Street
Yarmouth, ME 04096 Calistoga, CA 94515
Attention: Chief Legal Officer Attention: ______________________________ Tina Mize
Group General Counsel
11/04/24
Item #5.4.

Exhibit A

1 4873-2900-2736 v3
Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration date in the Investment Summary that may have lapsed as of the Effective Date.

Tyler sales quotation to be inserted prior to Agreement execution.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Item #5.4.

2023-423071-L6B9R8 Page 1
Sales Quotation For:

City of Calistoga
1232 Washington St
Calistoga CA 94515-1440
Quoted BY Cody Gunstenson
Quote Expiration 12/31/24
Quote Name Professional Service Hours
of 80 hours added per NTE
request
Tyler Annual Software – SaaS
Description List Price Discount Annual
ERP Pro
ERP Pro 10 Financial Management Suite
Applicant Tracking $ 1,700 $ 170 $ 1,530
Invoice Approvals $ 0 $ 0 $ 0
Core Financials $ 14,786 $ 1,479 $ 13,307
Fixed Assets $ 1,865 $ 187 $ 1,678
Human Resources Management (Includes Position Budgeting) $ 11,571 $ 1,157 $ 10,414 Employee Access Pro $ 0 $ 0 $ 0
Project Accounting $ 3,469 $ 347 $ 3,122
Employee Access Pro Time & Attendance $ 3,300 $ 330 $ 2,970 Purchasing $ 4,457 $ 446 $ 4,011
Accounts Receivable $ 3,891 $ 389 $ 3,502
ERP Pro 10 Customer Relationship Management Suite
Utility Billing Water/Gas $ 12,214 $ 1,221 $ 10,993
Item #5.4.

2023-423071-L6B9R8 Page 2
Tyler Annual Software – SaaS
Description List Price Discount Annual
Cashiering $ 3,858 $ 386 $ 3,472
Utility Access $ 2,880 $ 288 $ 2,592
Third-Party Printing Interface $ 3,698 $ 370 $ 3,328
Service Orders Mobile $ 965 $ 97 $ 868
Work Orders $ 5,305 $ 531 $ 4,774
ERP Pro Community Development Suite
Licensing $ 3,537 $ 354 $ 3,183
Licensing Access $ 900 $ 90 $ 810
Tyler One
Identity
Identity Workforce Advanced [8] $ 48 $ 0 $ 48
Content Manager Suite
Content Manager Core $ 5,466 $ 547 $ 4,919
Content Manager Employee Onboarding $ 4,823 $ 482 $ 4,341 TOTAL: $ 88,733 $ 8,871 $ 79,862
Term # of Years: 3
Tyler Annual Services
Description List Price Discount Annual
ERP Pro
Other Services
Tyler University $ 2,901 $ 2,137 $ 764
TOTAL: $ 2,901 $ 2,137 $ 764
Item #5.4.

2023-423071-L6B9R8 Page 3
Tyler Fees per Transaction
Description Net Unit Price
ERP Pro
ERP Pro 10 Financial Management Suite
AP Automation $ 0.00
ERP Pro 10 Customer Relationship Management Suite
Miscellaneous Payments $ 1.25
Tyler One
Notify
Notifications for Utilities $ 0.10
Payments
Use Case List Price Service% Min
Basis
Points Rate Cap POS Online IVR
Payments - Client Card Cost - Interchange Plus
Tyler One
Utility Access Payments Bundle Utility Billing 2.00% X X ERP Pro Payments Parks and Rec 0.65% $ 0.65 X X
Payments - Payer Card Cost - Service Fees
Tyler One
ERP Pro Payments Permits 3.75% $ 2.50 X X
ERP Pro Payments Licenses 3.75% $ 2.50 X X
ERP Pro Payments Accounts Receivable 3.75% $ 2.50 X X
Payments - Other Fees
Tyler One
Client eCheck Cost Utility Billing $ 1.95
eCheck Rejects $ 5.00
Credit Card Chargebacks $ 15.00
Item #5.4.

2023-423071-L6B9R8 Page 4
Payer Card Cost per card transaction with Visa, MasterCard, Discover, and American Express when applicable.

Client Card Cost - Interchange Plus per card transaction with Visa, MasterCard, Discover, and American Express, when applicable, for all transactions on top of industry-driven rates for bank fees, card brand fees, interchange fees, dues, assessments, and other processing fees.

Client eCheck Cost Per electronic check transaction.

Credit Card Chargebacks If a card payer disputes a transaction at the card issuing bank (e.g. stolen card) eCheck Rejects When an eCheck transaction comes back as declined (e.g bounced check) Third Party Software & Hardware
Description Quantity Unit Price
Extended
Price Annual
Tyler One
Payments
PCI Service Fee (Per Device) 5 $ 0 $ 0 $ 900
Payments EMV Card Reader Purchase 5 $ 529 $ 2,645 $ 0
TOTAL: $ 2,645 $ 900
Services
Description Hours/Units Extended Price
ERP Pro 10 Financial Management Suite
Professional Services 436 $ 63,220
Data Conversion Services $ 9,000
Project Management 1 $ 1,950
Professional Services NTE 80 $ 11,600
ERP Pro 10 Customer Relationship Management Suite
Professional Services 290 $ 42,050
Project Management 1 $ 1,750
Data Conversion Services $ 6,500
Item #5.4.

2023-423071-L6B9R8 Page 5
Services
Description Hours/Units Extended Price
ERP Pro Community Development Suite
Professional Services 40 $ 5,800
Data Conversion Services $ 4,000
Project Management 1 $ 1,950
Content Manager Suite
Professional Services 52 $ 7,540
TOTAL: $ 155,360
Summary One Time Fees Recurring Fees
Total SaaS $ 79,862
Total Third Party Hardware, Software, Services $ 2,645 $ 900 Total Tyler Services $ 155,360 $ 764
Summary Total $ 158,005 $ 81,526
Optional Tyler Annual Software – SaaS
Description List Price Discount Annual
ERP Pro
ERP Pro 10 Financial Management Suite
ACFR Statement Builder $ 6,000 $ 600 $ 5,400
Benefits Enrollment $ 4,125 $ 413 $ 3,712
Inventory Control $ 3,537 $ 354 $ 3,183
Accounts Receivable Access $ 900 $ 90 $ 810
ERP Pro Community Development Suite
Permitting Access $ 900 $ 90 $ 810
Item #5.4.

2023-423071-L6B9R8 Page 6
Optional Tyler Annual Software – SaaS
Description List Price Discount Annual
Code Enforcement Access $ 900 $ 90 $ 810
Code Enforcement $ 3,858 $ 386 $ 3,472
Permitting $ 3,858 $ 386 $ 3,472
Inspections Mobile $ 1,500 $ 150 $ 1,350
Tyler One
Parks & Rec
Parks & Recreation $ 3,678 $ 368 $ 3,310
Cashiering for Parks & Recreation $ 965 $ 97 $ 868
Data & Insights
Finance Insights $ 9,000 $ 900 $ 8,100
My Civic Suite
My Civic Utility Access Interface $ 0 $ 0 $ 0
My Civic Pro $ 8,700 $ 870 $ 7,830
TOTAL: $ 47,921 $ 4,794 $ 43,127
Optional Services
Description Hours/Units
Extended
Price
ERP Pro 10 Financial Management Suite
Professional Services 84 $ 12,180
ERP Pro Community Development Suite
Professional Services 72 $ 10,440
Project Management 1 $ 1,950
Data Conversion Services $ 4,000
Item #5.4.

2023-423071-L6B9R8 Page 7
Optional Services
Description Hours/Units
Extended
Price
My Civic Suite
Project Management 1 $ 250
Professional Services 60 $ 8,700
Data & Insights
Professional Services 28 $ 4,060
Parks & Rec
Professional Services 104 $ 15,080
Project Management 1 $ 1,500
TOTAL: $ 58,160
Item #5.4.

2023-423071-L6B9R8 Page 8
Comments
Work will be delivered remotely unless otherwise noted in this agreement.

SaaS is considered a term of one year unless otherwise indicated.

Your use of Tyler Payments and any related items included on this order is subject to the terms found at:
https://www.tylertech.com/terms/payment-card-processing-agreement. By signing this order or the agreement in which it is included, you agree you have read, understand, and agree to such terms. Please see attached Tyler Payments fee schedule.

Accounts Receivable Access Accounts Receivable Access: Note that the customer pays $1.25 fee per transaction for payment on-line. Accounts Receivable Access Component displays account status, accounts for payment, has Security-(Secure Socket Layer), and payment processing via credit cards. Payment packet is created to be imported to accounts receivable system.

Cashiering Cashiering supports credit/debit cards, is PCI Compliant, and includes a cash collection interface and a cashiering receipt import.

Core Financials Core Financials includes general ledger, budget prep, bank recon, AP, CellSense, a standard forms pkg, output director, positive pay, secure signatures.

Utility Access Utility Access Component displays the current status (late, cut off etc), the action needed to avoid penalty, current balance, deposits on file (optional), last payment date, last payment amount, payment arrangements on file, last bill amount, last bill date, bill due date, contracts on file and status, transaction history (online payments). Payment packet is created to be imported to utility system. Address information includes legal description, precinct, school district, and services at address(subject to data availability). Includes consumption history by service (including graphs), request for service (optional), information change request (optional), security -SSL (secure socket layer).

Utility Billing Water/Gas Utility CIS System includes collections, tax lien process and import, a standard forms pkg., output director and one Utility handheld meter-reader interface.

Invoice Approvals Invoice Approvals, included with AP Automation, automates invoice workflows by routing them to the appropriate departments for completion and approval.

Item #5.4.

2023-423071-L6B9R8 Page 9
Identity Workforce Advanced [8] Tyler’s Identity Workforce currently supports the following identity providers (IdP's) for use with Tyler back-office solutions: Microsoft Active Directory through Azure AD, ADFS or Okta AD agent, Google Cloud Identity, Identity Automation RapidIdentity, and Okta. Any requirement by you to use an IdP not supported by Tyler may require additional costs, available upon request. Identity Workforce SaaS Fees are based on user counts. Year one SaaS Fee is based on estimated user count as indicated in this order. Unless otherwise agreed by the parties, the SaaS Fee for each subsequent annual term is based on the preceding annual term’s annual user count.

Permitting Access Permitting Access displays the project detail, which includes permit number, status, address, owner name, expiration date, and issued date. It also displays the segment detail, which includes the fees, balance, payments, and any pending payments. It displays any inspection history. Payment packet is created to be imported to the permitting system. It also allows the user to request inspections, as well as pay or apply for a permit. Note that the customer pays the $1.25 fee per transaction for payment online.

Licensing Access Licensing Access displays the license detail, which includes license number, license type, issued to, alternate contact, property, status, effective date, and expiration date. It displays the balance detail, such as fees, penalties, interest, and tax. Payment packet is. It also allows the user to request renewals, as well as pay or apply for a license. Note that the customer pays the $1.25 fee per transaction for payment online.

Notifications for Utilities Notifications for Utility Access include Customer notifications by phone (call late notices and general notifications) and texts. Call and text lists are automatically generated, and the account is updated after the call or text. Calls includes a custom message for each call type and the call message can be in English or Spanish. It generates reports based on call and text results. Note: The Utility will be billed at the rate specified above for all the calls and texts made. The Utility will be billed quarterly by Tyler Technologies for calls and texts conducted.

Utility Access Payments Bundle The Utility Access Payments Bundle includes: ERP Pro Payments and IVR (an automated phone system which securely allows for the collection of utility payments and the checking of balances and due dates).

Miscellaneous Payments Miscellaneous Payments Component allows clients to setup payment forms for misc. payments with a fixed, calculated or open payment amount. The payments are sent from the website to the cash collection/Cashiering application and then posted to the GL application. NOTE: There is a per transaction fee associated with the Miscellaneous Payments that will be paid by client unless Tyler is instructed by the client to pass along to the user at time of payment.

Permitting Data Conversion Permitting Data Conversion includes Current Projects, Properties and Contacts - no transaction history.

Business License Data Conversion Business License Conversion includes Current Licenses, Properties and Contacts - no transaction history.

Utilities Data Conversion Utility Billing conversion includes contacts/properties/accounts, meters, transaction/consumption/read history, metered services, non-metered service. Balanced transactions converted from current calendar year plus prior 2 years. Unlimited history imported upon request.

Human Resources Management /Payroll
History Data Conversion
Human Resources Management History conversion includes unlimited historical records.

Human Resources Management
Employee Records Conversion
Human Resources Management/Payroll conversion includes employee master and current direct deposit - additional fee for historical views.

Item #5.4.

2023-423071-L6B9R8 Page 10
General Ledger History Data Conversion General Ledger History conversion includes unlimited historical records General Ledger Data Conversion General Ledger conversions include Chart of Accounts - additional fee for historical views.

Accounts Payable History Data
Conversion
Accounts Payable History conversion includes unlimited historical records Accounts Payable Data Conversion Accounts Payable conversions include Vendor Master Only - additional fee for historical views.

Client eCheck Cost Per electronic check transaction.

Credit Card Chargebacks If a card payer disputes a transaction at the card issuing bank (e.g. stolen card) eCheck Rejects When an eCheck transaction comes back as declined (e.g bounced check) AP Automation AP Automation pricing quoted reflects processing via check or Virtual Card. Processing checks will incur a fee and an invoice will be provided annually based on actual usage. Please refer to the Terms of Use for Fee Structure and to agree to terms: https://www.tylertech.com/client-terms/apautomation-payment-terms-of-use Item #5.4.

Exhibit B

1 Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.

Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement.

1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees will be at our then-current rates; provided that, for the first two annual renewal terms (i.e., SaaS years 4 and 5), the SaaS Fees will not exceed a year-over-year increase of five percent (5%).

2. Other Tyler Software and Services.

2.1 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary.

2.2 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis.

2.3 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance to load the converted Data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis.

2.4 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in this Agreement.

2.5 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.

Item #5.4.

Exhibit B

2 2.6 Web Services: Annual fees for web services are payable in advance, commencing upon the availability of the service. Your annual fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual fees will be at our then-current rates.

2.7 Annual Services: Unless otherwise indicated in this Exhibit B, fees for annual services are due annually, in advance, commencing on the availability of the service. Your annual fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual fees will be at our then-current rates.

3. Third Party Products and Hardware.

3.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading.

3.2 Third Party Software Maintenance: The first year maintenance fee for the Third Party Software is invoiced when we make it available to you for downloading. Subsequent annual maintenance fees for Third Party Software are invoiced annually, in advance, at thencurrent rates, upon each anniversary thereof.

3.3 Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.

3.4 Hardware Maintenance: The first year maintenance fee for Hardware is invoiced upon delivery of the hardware. Subsequent annual maintenance fees for hardware are invoiced annually, in advance, at then-current rates, upon each anniversary thereof.

3.5 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary. For the avoidance of doubt, Finite Matters will invoice Client directly for any services fees for Pattern Stream.

3.6 Third Party SaaS: Third Party SaaS Services fees, if any, are invoiced annually, in advance, commencing with availability of the respective Third Party SaaS Services. Pricing for the first year of Third Party SaaS Services is indicated in the Investment Summary. Pricing for subsequent years will be at the respective third party’s then-current rates.

4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in the Investment Summary and may be increased by Tyler upon notice of no less than thirty (30) days.

5. Expenses. The service rates in the Investment Summary do not include travel expenses.

Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B as Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available.

Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting [email protected].

Item #5.4.

Exhibit B
Schedule 1

1 Exhibit B
Schedule 1
Business Travel Policy

1. Air Travel

A. Reservations & Tickets

The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee’s total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee’s total trip duration, the connecting flight should be accepted.

Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required.

Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have many restrictions that outweigh the cost-savings.

B. Baggage Fees

Reimbursement of personal baggage charges are based on trip duration as follows:

• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags

Baggage fees for sports equipment are not reimbursable.

Item #5.4.

Exhibit B
Schedule 1

2 2. Ground Transportation

A. Private Automobile

Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations.

Employees who have been designated a home office should calculate miles from their home.

B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined.

C. Public Transportation

Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately.

D. Parking & Tolls

When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented.

3. Lodging

Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates.

“No shows” or cancellation fees are not reimbursable if the employee does not comply with the hotel’s cancellation policy.

Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.

Item #5.4.

Exhibit B
Schedule 1

3 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed.

4. Meals and Incidental Expenses

Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration.

Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem.

Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required.

A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below.

Departure Day

Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon

Return Day

Dinner
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner

*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.

The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows:

Breakfast 15%
Lunch 25%
Dinner 60%

B. Same Day Travel

Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.*

*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.

Item #5.4.

Exhibit B
Schedule 1

4 5. Internet Access – Hotels and Airports

Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable.

6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the “lowest practical coach fare” with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed.

When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable.

The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.

Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.

Item #5.4.

Exhibit C

1 Exhibit C

SERVICE LEVEL AGREEMENT
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. All other support services are documented in the Support Call Process. This SLA does not apply to any Third Party SaaS Services. All other support services are documented in the Support Call Process.

II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement.

Actual Attainment: The percentage of time the Tyler Software is available during a calendar month, calculated as follows: (Service Availability – Downtime) ÷ Service Availability.

Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third-party providers over whom we exercise no control.

Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present.

Emergency Maintenance Window: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client.

Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window.

Service Availability: The total number of minutes in a calendar month that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure. Service Availability only applies to Tyler Software being used in the live production environment.

Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week.

III. Service Availability
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number.

Item #5.4.

Exhibit C

2 b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Planned Downtime, a Client Error Incident, denial of service attack or Force Majeure). We will also work with you to resume normal operations.
c. Client Relief
Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the SaaS Fees paid for the calendar month.

In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen days (15) of the end of the applicable month. We will respond to your relief request within thirty (30) days of receipt.

The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption.

Credits are only payable when Actual Attainment results in eligibility for credits in consecutive months and only for such consecutive months.

Client Relief Schedule
Actual Attainment Client Relief

99.99% - 99.70% Remedial action will be taken

99.69% - 98.50% 2% of SaaS Fees paid for applicable month

98.49% - 97.50% 4% of SaaS Fees paid for applicable month

97.49% - 96.50% 6% of SaaS Fees paid for applicable month

96.49% - 95.50% 8% of SaaS Fees paid for applicable month Below 95.50% 10% of SaaS Fees paid for applicable month * Notwithstanding language in the Agreement to the contrary, Recovery Point Objective is one (1) hour.

IV. Maintenance Notifications
We perform Standard Maintenance during limited windows that are historically known to be reliably low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you.

Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable, that the Tyler Software will be unavailable during the maintenance window.

Item #5.4.

Exhibit C
Schedule 1

1 Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website.

A built-in Answer Panel provides users with resolutions to most “how-to” and configurationbased questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case.
(2) Email – for less urgent situations, users may submit emails directly to the software support group.
(3) Telephone – for urgent or complex questions, users receive toll-free, telephone software support.
* Channel availability may be limited for certain applications.

Support Resources
A number of additional resources are available to provide a comprehensive and complete support experience:
(1) Tyler Website – www.tylertech.com – for accessing client tools, documentation, and other information including support contact information.
(2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7.
(3) Tyler Community –provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (4) Tyler University – online training courses on Tyler products.

Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday – Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Tyler’s holiday schedule is outlined below. There will be no support coverage on these days.

New Year’s Day Labor Day
Martin Luther King, Jr. Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of Item #5.4.

Exhibit C
Schedule 1

2 such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below.

We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment.

Incident Handling
Incident Tracking
Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler’s Customer Portal or by calling software support directly.

Incident Priority
Each incident is assigned a priority level, which corresponds to the Client’s needs. Tyler and the Client will reasonably set the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain “characteristics” may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the Client towards clearly understanding and communicating the importance of the issue and to describe generally expected response and resolution targets in the production environment only.

References to a “confirmed support incident” mean that Tyler and the Client have successfully validated the reported Defect/support incident.

Priority
Level Characteristics of Support Incident Resolution Targets* 1 Critical
Support incident that causes (a)
complete application failure or
application unavailability; (b)
application failure or unavailability in
one or more of the client’s remote
location; or (c) systemic loss of
multiple essential system functions.

Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within one (1) business
day. For non-hosted customers, Tyler’s responsibility
for lost or corrupted data is limited to assisting the
Client in restoring its last available database.

Item #5.4.

Exhibit C
Schedule 1

3 Priority
Level Characteristics of Support Incident Resolution Targets* 2 High
Support incident that causes (a)
repeated, consistent failure of
essential functionality affecting more
than one user or (b) loss or corruption
of data.

Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within ten (10) business
days. For non-hosted customers, Tyler’s
responsibility for loss or corrupted data is limited to assisting the Client in restoring its last available
database.
3 Medium
Priority Level 1 incident with an
existing circumvention procedure, or
a Priority Level 2 incident that affects
only one user or for which there is an
existing circumvention procedure.

Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents without the need for a
circumvention procedure with the next published
maintenance update or service pack, which shall
occur at least quarterly. For non-hosted customers,
Tyler’s responsibility for lost or corrupted data is
limited to assisting the Client in restoring its last
available database.
4 Noncritical
Support incident that causes failure of
non-essential functionality or a
cosmetic or other issue that does not
qualify as any other Priority Level.

Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents, as well as cosmetic
issues, with a future version release.
*Response and Resolution Targets may differ by product or business need Incident Escalation
If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect.

Remote Support Tool
Some support calls may require further analysis of the Client’s database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Tyler’s support team must have the ability to quickly connect to the Client’s system and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request.

Item #5.4.

Exhibit D

1 Exhibit D
Third Party Terms
Twilio Acceptable Use Policy. Your use of the Tyler solutions listed below includes functionality provided by a Third Party Developer, Twilio. Your rights, and the rights of any of your end users, to use said functionality are subject to the terms of the Twilio Acceptable Use Policy, available at http://www.twilio.com/legal/aup and copied and pasted below in this exhibit. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any such Tyler solution, you certify that you have reviewed, understand and agree to said terms. Tyler hereby disclaims any and all liability related to your or your end user’s failure to abide by the terms of the Twilio Acceptable Use Policy. Any liability for failure to abide by said terms shall rest solely with the person or entity whose conduct violated said terms.
 Electronic Warrants
 Online Dispute Resolution
 Enterprise Justice Notifications Add On (text notifications)  Absence & Substitute
 Notify
 Enterprise Jury Manager
 Enterprise Supervision
 Virtual Court
Twilio Acceptable Use Policy as of the Effective Date is as follows:

Acceptable Use Policy
Last Updated: February 14, 2023
This Acceptable Use Policy (“AUP”) describes rules that apply to any party (“you”, “your”, “yours”, or “Customer”) using any products and services provided by Twilio Inc. or any of its affiliates (“Services”) and any user of the Services, including via any products and services provided by Customer (“End User”). Twilio Inc. together with its affiliates will be referred to as "Twilio" in this AUP. The prohibited conduct in this AUP is not exhaustive.

Customer is responsible for its End Users’ compliance with this AUP. If Customer or any End User violates this AUP, Twilio may suspend Customer’s use of the Services. This AUP may be updated by Twilio from time to time upon reasonable notice, which may be provided via Customer’s account, e-mail, or by posting an updated version of this AUP at https://www.twilio.com/legal/aup.

No Inappropriate Content or Users. Do not use the Services to transmit or store any content or communications (commercial or otherwise) that is illegal, harmful, unwanted, Item #5.4.

Exhibit D

2 inappropriate, or objectionable, including, but not limited to, content or communications which Twilio determines (a) is false or inaccurate; (b) is hateful or encourages hatred or violence against individuals or groups; or (c) could endanger public safety. This prohibition includes use of the Services by a hate group. Customer and its End Users are also prohibited from using the Services to promote, or enable the transmission of or access to, any prohibited content or communications described in this paragraph.

Prohibited Activities. Do not use the Services to engage in or encourage any activity that is illegal, deceptive, harmful, a violation of others’ rights, or harmful to Twilio’s business operations or reputation, including:
 Violations of Laws or Standards. Violating laws, regulations, governmental orders, industry standards, or telecommunications providers' requirements or guidance in any applicable jurisdiction, including any of the foregoing that require (a) consent be obtained prior to transmitting, recording, collecting, or monitoring data or communications or (b) compliance with opt-out requests for any data or communications.
 Interference with the Services. Interfering with or otherwise negatively impacting any aspect of the Services or any third-party networks that are linked to the Services.
 Reverse Engineering. Reverse engineering, copying, disassembling, or decompiling the Services.
 Falsification of Identity or Origin. Creating a false identity or any attempt to mislead others as to the identity of the sender or the origin of any data or communications.

No Service Integrity Violations. Do not violate the integrity of the Services, including:
 Bypassing Service Limitations. Attempting to bypass, exploit, defeat, or disable limitations or restrictions placed on the Services.
 Security Vulnerabilities. Finding security vulnerabilities to exploit the Services or attempting to bypass any security mechanism or filtering capabilities.  Disabling the Services. Any denial of service (DoS) attack on the Services or any other conduct that attempts to disrupt, disable, or overload the Services.  Harmful Code or Bots. Transmitting code, files, scripts, agents, or programs intended to do harm, including viruses or malware, or using automated means, such as bots, to gain access to or use the Services.
 Unauthorized Access. Attempting to gain unauthorized access to the Services.

Data Safeguards. Customer is responsible for determining whether the Services offer appropriate safeguards for Customer’s use of the Services, including, but not limited to, any safeguards required by applicable law or regulation, prior to transmitting or processing, or prior to permitting End Users to transmit or process, any data or communications via the Services.

Item #5.4.

Exhibit D

3 Service and Country Specific Requirements. Additional requirements for specific (a) Services, including any country specific requirements, and (b) products and services that are purchased from Twilio, but provided, or otherwise made available, by a third party are, in either case, set forth at https://www.twilio.com/legal/service-country-specificterms and apply solely to the extent Customer uses those specific (i) Services or (ii) thirdparty products and services.

Violations of this AUP, including any prohibited content or communications, may be reported to https://www.twilio.com/help/abuse. Customer agrees to immediately report any violation of this AUP to Twilio and provide cooperation, as requested by Twilio, to investigate and/or remedy that violation.

Item #5.4.

Exhibit E

1 Exhibit E
Statement of Work
Item #5.4.

City of Calistoga
SOW from Tyler Technologies, Inc.
4/30/2024
Presented to:

Laura Snideman
1232 Washington St
Calistoga, CA 94515
Contact:

Cody Gunstenson
Email: [email protected]
5519 53rd St., Lubbock, TX 79414
Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | i
Table of Contents
PART 1: EXECUTIVE SUMMARY ............................................................................................................... 1 Project Overview ............................................................................................................................. 1 Introduction ........................................................................................................................................ 1 Project Goals ....................................................................................................................................... 1 Methodology ....................................................................................................................................... 1 PART 2: PROJECT FOUNDATION ............................................................................................................. 3 Project Governance ......................................................................................................................... 3 Project Scope Control ...................................................................................................................... 4 Managing Scope and Project Change ................................................................................................. 4 Change Control ................................................................................................................................... 4 Change Request Management ............................................................................................................ 4 Acceptance Process ......................................................................................................................... 6 Roles and Responsibilities ................................................................................................................ 6 Tyler Roles & Responsibilities ............................................................................................................. 6 Tyler Executive Manager ............................................................................................................. 7 Tyler Implementation Manager .................................................................................................. 7 Tyler Project Manager ................................................................................................................. 7 Tyler Implementation Consultant ............................................................................................... 8 Tyler Sales ................................................................................................................................... 8 Tyler Technical Services .............................................................................................................. 8 City Roles & Responsibilities ............................................................................................................... 9 City Executive Sponsor ................................................................................................................ 9 City Steering Committee ............................................................................................................. 9 City Project Manager .................................................................................................................. 9 City Functional Leads ................................................................................................................ 11 City Power Users ....................................................................................................................... 11 City End Users ........................................................................................................................... 12 City Technical Lead .................................................................................................................... 12 City Change Management Lead ................................................................................................ 12 PART 3: PROJECT PLAN ........................................................................................................................... 13 Project Stages ................................................................................................................................. 13 Initiate and Plan ................................................................................................................................ 14 Initial Coordination ................................................................................................................... 14 Project/Phase Planning ............................................................................................................. 15 Infrastructure Planning ............................................................................................................. 16 Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | ii
Stakeholder Meeting ................................................................................................................. 17 This work package is not applicable. ......................................................................................... 18 Control Point 1: Initiate & Plan Stage Acceptance .................................................................... 18 Assess & Define ................................................................................................................................. 18 Solution Orientation.................................................................................................................. 18 Current & Future State Analysis ................................................................................................ 19 Conversion Assessment ............................................................................................................ 20 This work package is not applicable. ......................................................................................... 21 This work package is not applicable. ......................................................................................... 21 Control Point 2: Assess & Define Stage Acceptance ................................................................. 21 Prepare Solution ............................................................................................................................... 22 Initial System Deployment ........................................................................................................ 22 Configuration ............................................................................................................................ 23 Process Refinement .................................................................................................................. 24 Conversion Delivery .................................................................................................................. 25 This work package is not applicable. ......................................................................................... 27 This work package is not applicable. ......................................................................................... 27 Control Point 3: Prepare Solution Stage Acceptance ................................................................ 27 Production Readiness ....................................................................................................................... 27 Solution Validation .................................................................................................................... 28 Go-Live Readiness ..................................................................................................................... 28 End User Training ...................................................................................................................... 29 Control Point 4: Production Readiness Stage Acceptance ........................................................ 31 Production ......................................................................................................................................... 31 Go-Live ...................................................................................................................................... 31 Transition to Client Services ...................................................................................................... 32 Post Go-Live Activities ............................................................................................................... 33 Control Point 5: Production Stage Acceptance ......................................................................... 34 Close .................................................................................................................................................. 34 Phase Closeout .......................................................................................................................... 35 Project Closeout ........................................................................................................................ 36 Control Point 6: Close Stage Acceptance .................................................................................. 37 General Assumptions ...................................................................................................................... 37 Project ............................................................................................................................................... 37 Organizational Change Management ............................................................................................... 37 Resources and Scheduling ................................................................................................................ 38 Data ................................................................................................................................................... 38 Facilities............................................................................................................................................. 39 Glossary ......................................................................................................................................... 40 PART 4: APPENDICES ............................................................................................................................... 43 Conversion ..................................................................................................................................... 43 ERP Pro Utility Billing Conversion Summary ..................................................................................... 43 Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | iii
Utility Billing - Standard ............................................................................................................ 43 Utility Billing – Legacy/Historical Views .................................................................................... 43 ERP Pro Financials Conversion Summary .......................................................................................... 43 General Ledger .......................................................................................................................... 43 Accounts Payable ...................................................................................................................... 43 Personnel Management ............................................................................................................ 44 Additional Appendices ................................................................................................................ 45 This work package is not applicable.................................................................................................. 45 Project Timeline .......................................................................................................................... 46 ERP Pro Financial Management Timeline ......................................................................................... 46 ERP Pro Utility Billing, CRM, and Community Development Timeline ............................................. 47 This work package is not applicable.................................................................................................. 47

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 1
Part 1: Executive Summary
Project Overview
Introduction
Tyler Technologies (“Tyler”) is the largest and most established provider of integrated software and technology services focused solely on the public sector. Tyler’s end-to-end solutions empower public sector entities including local, state, provincial and federal government, to operate more efficiently and connect more transparently with their constituents and with each other. By connecting data and processes across disparate systems, Tyler’s solutions transform how clients gain actionable insights that solve problems in their communities.

Project Goals
This Statement of Work (“SOW”) documents the methodology, implementation stages, activities, and roles and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler and the City (collectively the “Project”).

The overall goals of the project are to:
 Successfully implement the contracted scope on time and on budget  Increase operational efficiencies and empower users to be more productive  Improve accessibility and responsiveness to external and internal customer needs  Overcome current challenges and meet future goals
 Providing a single, comprehensive, and integrated solution to manage business functions  Streamline business processes through automation, integration, and workflows  Provide a user-friendly user interface to promote system use and productivity  Eliminate redundant data entry
Methodology
This is accomplished by the City and Tyler working as a partnership and Tyler utilizing its depth of implementation experience. While each Project is unique, all will follow Tyler’s six-stage methodology. Each of the six stages is comprised of multiple work packages, and each work package includes a narrative description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix.

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 City’s complexity and organizational needs.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 2
The methodology adapts to both single-phase and multiple-phase projects.

To achieve Project success, it is imperative that both the City and Tyler commit to including the necessary leadership and governance. During each stage of the Project, it is expected that the City and Tyler Project teams work collaboratively to complete tasks. An underlying principle of Tyler’s Implementation process is to employ an iterative model where the City’s business processes are assessed, configured, validated, and refined cyclically in line with the project budget. This approach is used in multiple stages and work packages as illustrated in the graphic below.

The delivery approach is systematic, which reduces variability and mitigates risks to ensure Project success. As illustrated, some stages, along with work packages and tasks, are intended to be overlapping by nature to complete the Project efficiently and effectively.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 3
Part 2: Project Foundation
Project Governance
Project governance is the management framework within which Project decisions are made. The role of Project governance is to provide a decision-making approach that is logical, robust, and repeatable. This allows organizations to have a structured approach for conducting its daily business in addition to project related activities.

This section outlines the resources required to meet the business needs, objectives, and priorities for the Project, communicate the goals to other Project participants, and provide support and guidance to accomplish these goals. Project governance defines the structure for escalation of issues and risks, Change Control review and authority, and Organizational Change Management activities. Throughout the Statement of Work Tyler has provided RACI Matrices for activities to be completed throughout the implementation which will further outline responsibilities of different roles in each stage. Further refinement of the governance structure, related processes, and specific roles and responsibilities occurs during the Initiate & Plan Stage.

The chart below illustrates an overall team perspective where Tyler and the City collaborate to resolve Project challenges according to defined escalation paths. If project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and the City Steering Committee become the escalation points to triage responses prior to escalation to the City and Tyler executive sponsors. As part of the escalation process, each Project governance tier presents recommendations and supporting information to facilitate knowledge transfer and issue resolution. The City and Tyler executive sponsors serve as the final escalation point.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 4
Project Scope Control
Managing Scope and Project Change
Project Management governance principles contend that there are three connected constraints on a Project:
budget, timeline, and scope. These constraints, known as the “triple constraints” or project management triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the work performed to deliver a product, service or result with the specified features and functions, while time is simply defined as the schedule. The Triple Constraint theory states that if you change one side of the triangle, the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased, cost and time to complete will also need to increase. The Project and executive teams will need to remain cognizant of these constraints when making impactful decisions to the Project. A simple illustration of this triangle is included here, showing the connection of each item and their relational impact to the overall Scope.

A pillar of any successful project is the ability to properly manage scope while allowing the appropriate level of flexibility to incorporate approved changes. Scope and changes within the project will be managed using the change control process outlined in the following section.

Change Control
It may become necessary to change the scope of this Project due to unforeseeable circumstances (e.g., new constraints or opportunities are discovered). This Project is being undertaken with the understanding that Project scope, schedule, and/or cost may need to change to produce optimal results for stakeholders.

Changes to contractual requirements will follow the change control process specified in the final contract, and as described below.

Change Request Management
Should the need for a change to Project scope, schedule, and/or cost be identified during the Project, the change will be brought to the attention of the Steering Committee and an assessment of the change will occur. While such changes may result in additional costs and delays relative to the schedule, some changes may result in less cost to the City; for example, the City may decide it no longer needs a deliverable originally defined in the Project. The Change Request will include the following information:

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 5
 The nature of the change.
 A good faith estimate of the additional cost or associated savings to the City, if any.  The timetable for implementing the change.
 The effect on and/or risk to the schedule, resource needs or resource responsibilities.

The City will use its good faith efforts to either approve or disapprove any Change Request within ten (10) Business Days (or other period as mutually agreeable between Tyler and the City). Any changes to the Project scope, budget, or timeline must be documented and approved in writing using a Change Request form. These changes constitute a formal amendment to the Statement of Work and will supersede any conflicting term in the Statement of Work.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 6
Acceptance Process
The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success of the Project that each City office or department designates specific individuals for making decisions on behalf of their offices or departments.

Both Tyler and the City will identify representative project managers. These individuals will represent the interests of all stakeholders and serve as the primary contacts between the two organizations.

The coordination of gaining City feedback and approval on Project deliverables will be critical to the success of the Project. The City project manager will strive to gain deliverable and decision approvals from all authorized City representatives. Given that the designated decision-maker for each department may not always be available, there must be a designated proxy for each decision point in the Project. Assignment of each proxy will be the responsibility of the leadership from each City department. The proxies will be named individuals that have the authorization to make decisions on behalf of their department.

The following process will be used for accepting Deliverables and Control Points:
 The City shall have five (5) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept each Deliverable or Control Point. If the City does not provide acceptance or acknowledgement within five (5) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.
 If the City does not agree the Deliverable or Control Point meets requirements, the City shall notify Tyler project manager(s), in writing, with reasoning within five (5) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable.  Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City shall then have two (2) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the City does not provide acceptance within two (2) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.

Roles and Responsibilities
The following defines the roles and responsibilities of each Project resource for the City and Tyler. Roles and responsibilities may not follow the organizational chart or position descriptions at the City, but are roles defined within the Project. It is common for individual resources on both the Tyler and City project teams to fill multiple roles. Similarly, it is common for some roles to be filled by multiple people.

Tyler Roles & Responsibilities
Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one Phase in duration). Additional Tyler resources are assigned as the schedule develops and as needs arise.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 7
Tyler Executive Manager
Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process. This team member offers additional support to the Project team and collaborates with other Tyler department managers as needed to escalate and facilitate implementation Project tasks and decisions.  Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying the City ’s overall organizational strategy.
 Authorizes required Project resources.
 Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process.
 Acts as the counterpart to the City ’s executive sponsor.

Tyler Implementation Manager
 Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. The Tyler project managers consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler Project Manager or with City management as appropriate. Tyler executive management is the escalation point for any issues not resolved at this level.  Assigns Tyler Project personnel.
 Provides support for the Project team.
 Provides management support for the Project to ensure it is staffed appropriately and staff have necessary resources.
 Monitors Project progress including progress towards agreed upon goals and objectives.

Tyler Project Manager
 The Tyler project manager(s) provides oversight of the Project, coordination of Tyler resources between departments, management of the Project budget and schedule, effective risk, and issue management, and is the primary point of contact for all Project related items. As requested by the City, the Tyler Project Manager provides regular updates to the City Steering Committee and other Tyler governance members. Tyler Project Manager’s role includes responsibilities in the following areas:

Contract Management
 Validates contract compliance throughout the Project.  Ensures Deliverables meet contract requirements.
 Acts as primary point of contact for all contract and invoicing questions.  Prepares and presents contract milestone sign-offs for acceptance by the City project manager(s).  Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.

Planning
 Delivers project planning documents.
 Defines Project tasks and resource requirements.
 Develops initial Project schedule and Project Management Plan.  Collaborates with the City project manager(s) to plan and schedule Project timelines to achieve ontime implementation.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 8
Implementation Management
 Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently.  Establishes and manages a schedule and Tyler resources that properly support the Project Schedule and are also in balance with Scope/budget.
 Establishes risk/issue tracking/reporting process between the City and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to the City any items that may impact the outcomes of the Project.
 Collaborates with the City ’s project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the project.
 Collaborates with the City ’s project manager(s) to set a routine communication plan that will aide all Project team members, of both the City and Tyler, in understanding the goals, objectives, status, and health of the Project.

Resource Management
 Acts as liaison between Project team and Tyler manager(s).  Identifies and coordinates all Tyler resources across all applications, Phases, and activities including development, forms, installation, reports, implementation, and billing.  Provides direction and support to Project team.
 Manages the appropriate assignment and timely completion of tasks as defined in the Project Schedule, task list, and Go-Live Checklist.
 Assesses team performance and adjusts as necessary.
 Consulted on in Scope 3rd party providers to align activities with ongoing Project tasks.

Tyler Implementation Consultant
 Completes tasks as assigned by the Tyler project manager(s).  Documents activities for services performed by Tyler.  Guides the City through software validation process following configuration.  Assists during Go-Live process and provides support until the City transitions to Client Services.  Facilitates training sessions and discussions with the City and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time.  May provide conversion review and error resolution assistance.

Tyler Sales
 Supports Sales to Implementation knowledge transfer during Initiate & Plan.  Provides historical information, as needed, throughout implementation.  Participates in pricing activities if additional licensing and/or services are needed.

Tyler Technical Services
 Maintains Tyler infrastructure requirements and design document(s).  Involved in system infrastructure planning/review(s).  Provides first installation of licensed software with initial database on servers.  Supports and assists the project team with technical/environmental issues/needs.  Deploys Tyler products.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 9
City Roles & Responsibilities
City resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles.

City Executive Sponsor
The City executive sponsor provides support to the Project by providing strategic direction and communicating key issues about the Project and its overall importance to the organization. When called upon, the executive sponsor also acts as the final authority on all escalated Project issues. The executive sponsor engages in the Project, as needed, to provide necessary support, oversight, guidance, and escalation, but does not participate in day-to-day Project activities. The executive sponsor empowers the City steering committee, project manager(s), and functional leads to make critical business decisions for the City.  Champions the project at the executive level to secure buy-in.  Authorizes required project resources.
 Actively participates in organizational change communications.

City Steering Committee
The City steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation for the Project’s value throughout the organization. The steering committee oversees the City project manager and Project through participation in regular internal meetings. The City steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The City steering committee also serves as primary level of issue resolution for the Project.  Works to resolve all decisions and/or issues not resolved at the project manager level as part of the escalation process.
 Attends all scheduled steering committee meetings.
 Provides support for the project team.
 Assists with communicating key project messages throughout the organization.  Prioritizes the project within the organization.
 Ensures the project staffed appropriately and that staff have necessary resources.  Monitors project progress including progress towards agreed upon goals and objectives.  Has the authority to approve or deny changes impacting the following areas:
o Cost
o Scope
o Schedule
o Project Goals
o City Policies
o Needs of other client projects
City Project Manager
The City shall assign project manager(s) prior to the start of this project with overall responsibility and authority to make decisions related to Project Scope, scheduling, and task assignment. The City Project Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the City project manager(s) do not have the knowledge or authority to make decisions, he or she engages the necessary resources to participate in discussions and make decisions in a Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 10
timely fashion to avoid Project delays. The City project manager(s) are responsible for reporting to the City steering committee and determining appropriate escalation points.

Contract Management
 Validates contract compliance throughout the project.  Ensures that invoicing and Deliverables meet contract requirements.  Acts as primary point of contact for all contract and invoicing questions. Collaborates on and approves Change Requests, if needed, to ensure proper scope and budgetary compliance.

Planning
 Reviews and accepts project planning documents.
 Defines project tasks and resource requirements for the City project team.  Collaborates in the development and approval of the project schedule.  Collaborates with Tyler project manager(s) to plan and schedule project timelines to achieve on-time implementation.

Implementation Management
 Tightly manages project budget and scope.
 Collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure that scope changes and budget (planned versus actual) are transparent and handled effectively and efficiently.
 Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the project schedule as a whole and is also in balance with scope and budget.  Collaborates with Tyler project manager(s) to establish risk and issue tracking and reporting process between the City and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to Tyler any items that may impact the outcomes of the project.  Collaborates with Tyler project manager(s) to establish key business drivers and success indicators that will help to govern project activities and key decisions to ensure a quality outcome of the project.  Routinely communicates with both the City staff and Tyler, aiding in the understanding of goals, objectives, current status, and health of the project by all team members.  Manages the requirements gathering process and ensure timely and quality business requirements are being provided to Tyler.

Resource Management
 Acts as liaison between project team and stakeholders.  Identifies and coordinates all City resources across all modules, phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices.
 Provides direction and support to project team.
 Builds partnerships among the various stakeholders, negotiating authority to move the project forward.
 Manages the appropriate assignment and timely completion of tasks as defined.  Assesses team performance and takes corrective action, if needed.  Provides guidance to City technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution.  Owns the relationship with in-Scope 3rd party providers and aligns activities with ongoing project tasks.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 11
 Ensures that users have appropriate access to Tyler project toolsets as required.  Conducts training on proper use of toolsets.
 Validates completion of required assignments using toolsets.

City Functional Leads
 Makes business process change decisions under time sensitive conditions.  Communicates existing business processes and procedures to Tyler consultants.  Assists in identifying business process changes that may require escalation.  Contributes business process expertise for Current & Future State Analysis.  Identifies and includes additional subject matter experts to participate in Current & Future State Analysis.
 Validates that necessary skills have been retained by end users.  Provides End Users with dedicated time to complete required homework tasks.  Acts as an ambassador/champion of change for the new process and provide business process change support.
 Identifies and communicates any additional training needs or scheduling conflicts to the City project manager.
 Actively participates in all aspects of the implementation, including, but not limited to, the following key activities:
o Task completion
o Stakeholder Meeting
o Project Management Plan development
o Schedule development
o Maintenance and monitoring of risk register
o Escalation of issues
o Communication with Tyler project team
o Coordination of City resources
o Attendance at scheduled sessions
o Change management activities
o Modification specification, demonstrations, testing and approval assistance o Data analysis assistance
o Decentralized end user training
o Process testing
o Solution Validation
City Power Users
 Participate in project activities as required by the project team and project manager(s).  Provide subject matter expertise on the City business processes and requirements.  Act as subject matter experts and attend Current & Future State Analysis sessions as needed.  Attend all scheduled training sessions.
 Participate in all required post-training processes as needed throughout project.  Test all application configuration to ensure it satisfies business process requirements.  Become application experts.
 Participate in Solution Validation.
 Adopt and support changed procedures.
 Complete all deliverables by the due dates defined in the project schedule.  Demonstrate competency with Tyler products processing prior to Go-live.  Provide knowledge transfer to the City staff during and after implementation.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 12
 Participate in conversion review and validation.

City End Users
 Attend all scheduled training sessions.
 Become proficient in application functions related to job duties.  Adopt and utilize changed procedures.
 Complete all deliverables by the due dates defined in the project schedule.  Utilize software to perform job functions at and beyond Go-live.

City Technical Lead
 Coordinates updates and releases with Tyler as needed.  Coordinates the copying of source databases to training/testing databases as needed for training days.
 Coordinates and adds new users, printers and other peripherals as needed.  Validates that all users understand log-on process and have necessary permission for all training sessions.
 Coordinates interface development for City third party interfaces.  Develops or assists in creating reports as needed.
 Ensures on-site system meets specifications provided by Tyler.  Assists with software installation as needed.
 Extracts and transmits conversion data and control reports from the City’s legacy system per the conversion schedule set forth in the project schedule.

City Upgrade Coordination
 Becomes familiar with the software upgrade process and required steps.  Becomes familiar with Tyler’s releases and updates.
 Utilizes Tyler resources to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the City’s software upgrade process.  Assists with the software upgrade process during implementation.  Manages software upgrade activities post-implementation.  Manages software upgrade plan activities.
 Coordinates software upgrade plan activities with City and Tyler resources.  Communicates changes affecting users and department stakeholders.  Obtains department stakeholder acceptance to upgrade production environment.

City Change Management Lead
 Validates that users receive timely and thorough communication regarding process changes.  Provides coaching to supervisors to prepare them to support users through the project changes.  Identifies the impact areas resulting from project activities and develops a plan to address them proactively.
 Identifies areas of resistance and develops a plan to reinforce the change.  Monitors post-production performance and new process adherence.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 13
Part 3: Project Plan
Project Stages
Work Breakdown Structure
The Work Breakdown Structure (WBS) is a hierarchical representation of a Project or Phase broken down into smaller, more manageable components. The top-level components are called “Stages” and the second level components are called “Work Packages”. The work packages, shown below each stage, contain the high-level work to be done. The detailed Project Schedule, developed during Project/Phase Planning and finalized during subsequent stages, lists the tasks to be completed within each work package. Each stage ends with a “Control Point”, confirming the work performed during that stage of the Project has been accepted by the City.

Work Breakdown Structure (WBS)

1. Initiate &
Plan

2. Assess &
Define

3. Prepare
Solution

4. Production
Readiness 5. Production 6. Close

1.1 Initial
Coordination

2.1 Solution
Orientation

3.1 Initial System
Deployment

4.1 Solution
Validation 5.1 Go Live 6.1 Phase Close Out

1.2 Project/Phase
Planning

2.2 Current & Future
State Analysis 3.2 Configuration 4.2 Go Live Readiness

5.2 Transition to
Client Services

6.2 Project Close
Out

1.3 GIS Planning* 2.3 Modification
Analysis

3.3 Process
Refinement

4.3 End User
Training

5.3 Post Go Live
Activities

1.4 Infrastructure
Planning

2.4 Conversion
Assessment

3.4 Conversion
Delivery

1.5 Stakeholder
Meeting 2.5 Data Assessment 3.5 Data Delivery

3.6 Modifications*

*Items noted with an asterisk in the graphic above relate to specific products and services. If those products and services are not included in the scope of the contract, these specific work packages will be noted as “This work package is not applicable” in Section 6 of the Statement of Work.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 14
Initiate and Plan
The Initiate and Plan stage involves Project initiation, infrastructure, and planning. This stage creates a foundation for the Project by identifying and establishing sequence and timing for each Phase as well as verifying scope for the Project. This stage will be conducted at the onset of the Project, with a few unique items being repeated for the additional Phases as needed.

Initial Coordination
Prior to Project commencement, Tyler management assigns project manager(s). Additional Project resources will be assigned later in the Project as a Project schedule is developed. Tyler provides the City with initial Project documents used to gather names of key personnel, their functional role as it pertains to the Project, as well as any blackout dates to consider for future planning. the City gathers the information requested by the provided deadline ensuring preliminary planning and scheduling can be conducted moving the Project forward in a timely fashion. Internally, the Tyler Project Manager(s) coordinate with sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with the City’s team. During this step, Tyler will work with the City to establish the date(s) for the Project and Phase Planning session.

Objectives:
 Formally launch the project.
 Establish project governance.
 Define and communicate governance for Tyler.
 Identify City project team.

STAGE 1 Initial Coordination
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Tyler project team is assigned A R C I I I I I I
City project team is assigned A I R I I I
Provide initial project
documents to the City A R C C I I
Gather preliminary information
requested I A R C C C C
Sales to implementation
knowledge transfer A R I I I I I
Create Project Portal to store
project artifacts and facilitate
communication
A R I
Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 15
Inputs Contract documents
Statement of Work
Outputs/Deliverables Working initial project documents
Project portal
Work package assumptions:
 Project activities begin after the agreement has been fully executed.

Project/Phase Planning
Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify applications to implement in each Phase (if applicable), and discuss implementation timeframes.

During this work package Tyler will work with the City to coordinate and plan a formal Project planning meeting(s). This meeting signifies the start of the Project and should be attended by all City Project team members and the Tyler Project Manager. The meeting provides an opportunity for Tyler to introduce its implementation methodology, terminology, and Project management best practices to the City’s Project Team. This will also present an opportunity for project managers and Project sponsors to begin to discuss Project communication, metrics, status reporting and tools to be used to measure Project progress and manage change.

Tyler will work with the City Project Team to prepare and deliver the Project Management Plan as an output of the planning meeting. This plan will continue to evolve and grow as the Project progresses and will describe how the project will be executed, monitored, and controlled.

During project planning, Tyler will introduce the tools that will be used throughout the implementation. Tyler will familiarize the City with these tools during project planning and make them available for review and maintenance as applicable throughout the project. Some examples are Solution validation plan, issue log, and go-live checklist.

STAGE 1 Project/Phase Planning
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Schedule and
conduct planning
session(s)

A R I C C I
Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 16
Develop Project
Management Plan A R I C C I
Develop initial
project schedule A R I I I I I I C C I I C I
Inputs Contract documents
Statement of Work
Guide to Starting Your Project
Outputs / Deliverables Acceptance Criteria [only] for Deliverables Project Management Plan Delivery of document
Project Operational Plan Delivery of document
Initial Project Schedule City provides acceptance of schedule based on resource availability, project budget, and
goals.

Work package assumptions:
 City has reviewed and completed the Guide to Starting Your Project document.

Infrastructure Planning
Procuring required hardware and setting it up properly is a critical part of a successful implementation. Tyler will be responsible for building the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement. The City is responsible for the installation, setup, and maintenance of all peripheral devices.

Objectives:
 Ensure the City’s infrastructure meets Tyler’s application requirements.  Ensure the City’s infrastructure is scheduled to be in place and available for use on time.

STAGE 1 Infrastructure Planning
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Initial Infrastructure
Communication A R C C C C
Schedule
Environment
Availability

A R C I
Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 17
Inputs Initial Infrastructure Requirements
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Completed Infrastructure Requirements Delivery of Requirements Stakeholder Meeting
Communication of the Project planning outcomes to the City Project team, executives and other key stakeholders is vital to Project success. The Stakeholder meeting is a strategic activity to inform, engage, gain commitment, and instill confidence in the City team. During the meeting, the goals and objectives of the Project will be reviewed along with detail on Project scope, implementation methodology, roles and responsibilities, Project timeline and schedule, and keys to Project success.

Objectives:
 Formally present and communicate the project activities and timeline.  Communicate project expectations.

STAGE 1 Stakeholder Meeting
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Create Stakeholder
Meeting Presentation I A R I I I I C I
Review Stakeholder
Meeting Presentation I C A R C
Perform Stakeholder
Meeting Presentation I A R I I I I C I I I I I I
Inputs Agreement
SOW
Project Management Plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Stakeholder Meeting Presentation
Work package assumptions:

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 18
 None
This work package is not applicable.

Control Point 1: Initiate & Plan Stage Acceptance
Acceptance criteria for this stage includes completion of all criteria listed below.

Note: Advancement to the Assess & Define stage is not dependent upon Tyler’s receipt of this stage acceptance.

Initiate & Plan Stage Deliverables:
 Project Management Plan
 Initial Project Schedule
Initiate & Plan stage acceptance criteria:
 All stage deliverables accepted based on acceptance criteria previously defined  Project governance defined
 Project portal made available to the City
 Stakeholder meeting complete
Assess & Define
The Assess & Define stage will provide an opportunity to gather information related to current City business processes. This information will be used to identify and define business processes utilized with Tyler software.

The City collaborates with Tyler providing complete and accurate information to Tyler staff and assisting in analysis, understanding current workflows and business processes.

Solution Orientation
The Solution Orientation provides the Project stakeholders a high-level understanding of the solution functionality prior to beginning the current and future state analysis. The primary goal is to establish a foundation for upcoming conversations regarding the design and configuration of the solution.

Tyler utilizes a variety of tools for the Solution Orientation, focusing on City team knowledge transfer such as:
eLearning, documentation, or walkthroughs. The City team will gain a better understanding of the major processes and focus on data flow, the connection between configuration options and outcome, integration, and terminology that may be unique to Tyler’s solution.

Objectives:
 Provide a basic understanding of system functionality.  Prepare the City for current and future state analysis.

STAGE 2 Solution Orientation
Tyler City
Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 19
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide pre-requisites A R I I I I I
Complete pre-requisites A R C C
Conduct orientation A R I I I I I
Inputs Solution orientation materials
Training Plan
Current & Future State Analysis
The Current & Future State Analysis provides the Project stakeholders and Tyler an understanding of process changes that will be achieved with the new system.

The City and Tyler will evaluate current state processes, options within the new software, pros and cons of each based on current or desired state and make decisions about the future state configuration and processing. This may occur before or within the same timeframe as the configuration work package. The options within the new software will be limited to the scope of this implementation and will make use of standard Tyler functionality.

The City will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk from over customization of Tyler products. It is the City’s responsibility to verify that in-scope requirements are being met throughout the implementation if functional requirements are defined as part of the contract.

The following guidelines will be followed when evaluating if a modification to the product is required:
 A reasonable business process change is available.
 Functionality exists which satisfies the requirement.  Configuration of the application satisfies the requirement.  An in-scope modification satisfies the requirement.

Requirements that are not met will follow the agreed upon change control process and can have impacts on the project schedule, scope, budget, and resource availability.

STAGE 2 Current & Future State Analysis
Tyler City
Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 20
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Current State process
review A R I I I C C C C C
Discuss future-state
options A R C C C C C C C C
Make future-state
decisions (non-COTS) C C C C C A R I C C
Document anticipated
configuration options
required to support
future state

A R C C C I I I I I
Inputs City current state documentation
Solution Orientation completion
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Documentation that describes future-state
decisions and configuration options to support
future-state decisions.

Delivery of document
Work package assumptions:
 City attendees possess sufficient knowledge and authority to make future state decisions.  The City is responsible for any documentation of current state business processes.  The City can effectively communicate current state processes.

Conversion Assessment
Data Conversions are a major effort in any software implementation. Tyler’s conversion tools facilitate the predictable, repeatable conversion process that is necessary to support a successful transition to the Tyler system. The first step in this process is to perform an assessment of the existing (“legacy”) system(s), to better understand the source data, risks, and options available. Once the data has been analyzed, the plan for data conversion is completed and communicated to the appropriate stakeholders.

Objectives:
 Communicate a common understanding of the project goals with respect to data.  Ensure complete and accurate source data is available for review/transfer.  Map the data from the source to the Tyler system.
 Document the data conversion/loading approach.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 21
STAGE 2 Data Conversion Assessment
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Extract Data from
Source Systems I C A R
Review and Scrub
Source Data I I I A R C I
Build/Update Data
Conversion Plan R C C C I I I I
Inputs City Source data
City Source data Documentation (if available)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data Conversion Plan built/updated City Acceptance of Data Conversion Plan, if Applicable
Work package assumptions:
 Tyler will be provided with data from the Legacy system(s) in a mutually agreed upon format.  Tyler will work with the City representatives to identify business rules before writing the conversion.  City subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort.

This work package is not applicable.

This work package is not applicable.

Control Point 2: Assess & Define Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.

Note: Advancement to the Prepare Solution Stage is dependent upon Tyler’s receipt of the Stage Acceptance.

Assess & Define Stage Deliverables:
 Documentation of future state decisions and configuration options to support future state decisions.  Modification specification document.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 22
 Assess & Define Stage Acceptance Criteria:
 All stage deliverables accepted based on criteria previously defined.  Solution Orientation is delivered.
 Conversion data extracts are received by Tyler.
 Data conversion plan built.

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

Initial System Deployment
The timely availability of the Tyler Solution is important to a successful Project implementation. The success and timeliness of subsequent work packages are contingent upon the initial system deployment of Tyler Licensed Software on an approved network and infrastructure. Delays in executing this work package can affect the project schedule.

Objectives:
 All licensed software is installed and operational.
 The City can access the software.

STAGE 3 Initial System Deployment (Hosted/SaaS)*
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Prepare hosted
environment A R I C
Install Licensed
Software for
Included
Environments

A R I C
Install Licensed
Software on City
Devices (if
applicable)

I C A R
Tyler System
Administration A R I C
Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 23
Training (if
applicable)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Licensed Software is Installed on the Server(s) Software is accessible Licensed Software is Installed on City Devices
(if applicable)
Software is accessible
Installation Checklist/System Document
Work package assumptions:
 The most current available version of the Tyler Licensed Software will be installed.  The City will provide network access for Tyler modules, printers, and Internet access to all applicable City and Tyler Project staff.
 The City has technical infrastructure in place that meets Tyler requirements to ensure sufficient speed and operability of Tyler Licensed Software. Tyler will not support the user of Licensed Software if the City does not meet the minimum standards of Tylers’s published specifications.

Configuration
The purpose of Configuration is to prepare the software product for validation.

Tyler staff collaborates with the City to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. The City collaborates with Tyler staff iteratively to validate software configuration.

Objectives:
 Software is ready for validation.
 Educate the City Power User how to configure and maintain software.  Prepare standard interfaces for process validation (if applicable).

STAGE 3 Configuration
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Conduct configuration
training A R I C C
Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 24
Complete Tyler
configuration tasks
(where applicable)

A R I I I
Complete City
configuration tasks
(where applicable)

I C A R C
Standard interfaces
configuration and
training (if applicable)

A R C I C C C
Updates to Solution
Validation testing plan C C A R C C
Inputs Documentation that describes future state decisions and configuration options to support future state decisions.

Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Configured System
Work package assumptions:
 Tyler provides guidance for configuration options available within the Tyler software. The City is responsible for making decisions when multiple options are available.

Process Refinement
Tyler will educate the City users on how to execute processes in the system to prepare them for the validation of the software. The City collaborates with Tyler staff iteratively to validate software configuration options to support future state.

Objectives:
 Ensure that the City understands future state processes and how to execute the processes in the software.
 Refine each process to meet the business requirements.  Validate standard interfaces, where applicable.
 Validate forms and reports, where applicable.

STAGE 3 Process Refinement
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 25
Conduct process
training A R I C I C
Confirm process
decisions I C A R C I C
Test configuration I C A R C
Refine
configuration (City
Responsible)

I C A R C
Refine
configuration (Tyler
Responsible)

A R I I I
Validate interface
process and results I C C A R C C
Update Cityspecific process
documentation (if
applicable)

I C A R C
Updates to
Solution Validation
testing plan

C C A R C C
Inputs Initial Configuration
Documentation that describes future state decisions and configuration options to support future state decisions.

Solution validation test plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated solution validation test plan
Completed City-specific process
documentation (completed by City)
Work package assumptions:
 None
Conversion Delivery
The purpose of this task is to transition the City’s data from their source (“legacy”) system(s) to the Tyler system(s). The data will need to be mapped from the legacy system into the new Tyler system format. A wellexecuted data conversion is key to a successful cutover to the new system(s).

With guidance from Tyler, the City will review specific data elements within the system and identify / report discrepancies. Iteratively, Tyler will collaborate with the City to address conversion discrepancies. This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s). Reference Conversion Appendix for additional detail.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 26
Objectives:
 Data is ready for production (Conversion).

STAGE 3 Data Delivery & Conversion
Tyler City

RACI MATRIX
KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Provide data
crosswalks/code
mapping tool

A C R I I I
Populate data
crosswalks/code
mapping tool

I C C A R C
Iterations:

Conversion
Development

A C R I I
Iterations:

Deliver
converted data

A R I I I
Iterations:

Proof/Review
data and
reconcile to
source system

C C C A R C C
Load Data
for Testing
Pull Data &
Conversion
Balancing
Reports
Map
Conversion
Write & Run
Conversion
Program
Validate
Data
Conversion
Reviews
Completed
Final
Conversion
Report &
Correct
Errors
Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 27
Inputs
Data Conversion Plan
Configuration
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Code Mapping Complete / Validated
Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for final pass
Work package assumptions:
 The City will provide a single file layout per source system as identified in the investment summary.  The City subject matter experts and resources most familiar with the current data will be involved in the data conversion effort.
 The City project team will be responsible for completing the code mapping activity, with assistance from Tyler.

This work package is not applicable.

This work package is not applicable.

Control Point 3: Prepare Solution Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below in each Work Package.

Note: Advancement to the Production Readiness Stage is dependent upon Tyler’s receipt of the Stage Acceptance.

Prepare Solution Stage Deliverables:
 Licensed software is installed.
 Installation checklist/system document.
 Conversion iterations and reviews complete.

Prepare Solution Stage Acceptance Criteria:
 All stage deliverables accepted based on criteria previously defined.  Software is configured.
 Solution validation test plan has been reviewed and updated if needed.

Production Readiness
Activities in the Production Readiness stage will prepare the City team for go-live through solution validation, the development of a detailed go-live plan and end user training. A readiness assessment will be conducted with the City to review the status of the project and the organizations readiness for go-live.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 28
Solution Validation
Solution Validation is the end-to-end software testing activity to ensure that the City verifies all aspects of the Project (hardware, configuration, business processes, etc.) are functioning properly, and validates that all features and functions per the contract have been deployed for system use.

Objectives:
 Validate that the solution performs as indicated in the solution validation plan.  Ensure the City organization is ready to move forward with go-live and training (if applicable).

STAGE 4 Solution Validation
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Update Solution
Validation plan A R C C C C
Update test scripts (as
applicable) C C C A R C
Perform testing C C C A R C
Document issues from
testing C C C A R C
Perform required followup on issues A R C C C C
Inputs Solution Validation plan
Completed work product from prior stages (configuration, business process, etc.) Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Solution Validation Report City updates report with testing results Work package assumptions:
 Designated testing environment has been established.
 Testing includes current phase activities or deliverables only.

Go-Live Readiness
Tyler and the City will ensure that all requirements defined in Project planning have been completed and the Go-Live event can occur, as planned. A go-live readiness assessment will be completed identifying risks or actions items to be addressed to ensure the City has considered its ability to successfully Go-Live. Issues and Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 29
concerns will be discussed, and mitigation options documented. Tyler and the City will jointly agree to move forward with transition to production. Expectations for final preparation and critical dates for the weeks leading into and during the Go-Live week will be planned in detail and communicated to Project teams.

Objectives:
 Action plan for go-live established.
 Assess go-live readiness.
 Stakeholders informed of go-live activities.

STAGE 4 Go-Live Readiness
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Perform Readiness
Assessment I A R C C I C I I I I I I
Conduct Go-Live planning
session A R C C C C C C C
Order peripheral
hardware (if applicable) I A R C
Confirm procedures for
Go-Live issue reporting &
resolution

A R I I I I C C I I I I I
Develop Go-Live checklist A R C C C C I C C
Final system
infrastructure review
(where applicable)

A R C C
Inputs Future state decisions
Go-live checklist
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated go-live checklist Updated Action plan and Checklist for go-live delivered to the City
Work package assumptions:
 None
End User Training
End User Training is a critical part of any successful software implementation. Using a training plan previously reviewed and approved, the Project team will organize and initiate the training activities.

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 30
Tyler Led: Tyler provides training for all applicable users. One or multiple occurrences of each scheduled training or implementation topic will be covered.

Tyler will provide standard application documentation for the general use of the software. It is not Tyler’s responsibility to develop City specific business process documentation. City-led training labs using City specific business process documentation if created by the City can be added to the regular training curriculum, enhancing the training experiences of the end users.

Objectives:
 End users are trained on how to use the software prior to go-live.  The City is prepared for on-going training and support of the application.

STAGE 4 End User Training
Tyler City
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed Executive Manager Implementation Manager Project Manager Implementation Consultant Data Experts Modification Services Technical Services Client Services Executive Sponsor Steering Committee Project Manager Functional Leads Change Management Leads Subject Matter Experts (Power Users) Department Heads End Users Technical Leads Update training plan A R C C I C
End User training (Tylerled) A R C C C I C C C
Train-the-trainer A R C C C I C
End User training (Cityled) C C A R I C C C
Inputs Training Plan
List of End Users and their Roles / Job Duties
Configured Tyler System
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
End User Training City signoff that training was delivered Work package assumptions:
 The City project team will work with Tyler to jointly develop a training curriculum that identifies the size, makeup, and subject-area of each of the training classes.  Tyler will work with the City as much as possible to provide end-user training in a manner that minimizes the impact to the daily operations of City departments.  The City will be responsible for training new users after go-live (exception—previously planned or regular training offerings by Tyler).

Item #5.4.

City of Calistoga
Tyler Technologies, Inc. Page | 31
Control Point 4: Production Readiness Stage Acceptance
Acceptance criteria for this stage includes all criteria listed below. Advancement to the Production stage is dependent upon Tyler’s receipt of the stage acceptance.

Production Readiness stage deliverables:
 Solution Validation Report.
 Update go-live action plan and/or checklist.
 End user training.

Production Readiness stage acceptance criteria:
 All stage deliverables accepted based on criteria previously defined.  Go-Live planning session conducted.

Production
Following end user training the production system will be fully enabled and made ready for daily operational use as of the scheduled date. Tyler and the City will follow the comprehensive action plan laid out during GoLive Readiness to support go-live activities and minimize risk to the Project during go-live. Following go-live, Tyler will work with the City to verify that implementation work is concluded, post go-live activities are scheduled, and the transition to Client Services is complete for long-term operations and maintenance of the Tyler software.

Go-Live
Following the action plan for Go-Live, defined in the Production Readiness stage, the City and Tyler will complete work assigned to prepare for Go-Live.

The City provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final conversion iteration, if applicable. If defined in the action plan, the City manually enters any data added to the Legacy System after final data extract into the Tyler system.

Tyler staff collaborates with the City during Go-Live activities. The City transitions to Tyler software for day-to day business processing.

Some training topics are better addressed following Go-Live when additional data is available in the system or based on timing of applicable business processes and will be scheduled following Go-Live per the Project Schedule.

Objectives:
 Execute day to day processing in Tyler software.
 City data available in Production environment.

STAGE 5 Go-Live
Tyler City
Item #5.4.