AGENDA
LAKE FOREST CITY COUNCIL
Special Meeting of the City Council
Thursday, September 17, 2026
Closed Session 5:30 p.m.
Public Session 6:30 p.m.
City Council Chambers, 100 Civic Center Drive, Lake Forest, California NOTICE: Pursuant to Lake Forest Municipal Code Section 2.04.010, Regular Meetings of the City Council are held the First and Third Tuesday of each month at the hour of 5:30 p.m. for Closed Session matters, if required.
The Public Session of the meeting shall commence at 6:30 p.m. or as soon thereafter as possible. Special Meeting times may be held at a different time and date as listed on the Agenda.
AGENDA DOCUMENT REVIEW: The Agenda and staff reports are available on the Internet at https://www.lakeforestca.gov/city_government/agendas_and_minutes/index.php and at the City Clerk’s Office, 100 Civic Center Drive, Lake Forest, California, on the Friday before the meeting on Tuesday.
AGENDA DESCRIPTION: The Agenda descriptions are intended to give notice to members of the public of a general summary of items of business to be transacted or discussed. The listed Recommended Action represents staff’s recommendation. The City Council may take any action which it deems to be appropriate on the agenda item and is not limited in any way by the recommended action.
AGENDA ON SOCIAL MEDIA: This meeting will be streamed through Facebook Live. Comments will not be taken via Facebook Live. The City provides the Facebook Live stream as an additional service to the public.
However, the City cannot guarantee that its network and/or the site will be uninterrupted. The City is not responsible for any interrupted service.
SPECIAL NOTICE REGARDING PUBLIC ACCESS TO THE MEETING AND PUBLIC COMMENT:
PUBLIC PARTICIPATION: In addition to attending in person, members of the public may access the meeting live on our website at https://www.lakeforestca.gov/city_government/agendas_and_minutes/index.php .
PUBLIC COMMENT PRIOR TO THE MEETING: Members of the public may submit email comments to [email protected]. Email comments will be uploaded to the agenda packet and made part of the official public record of the meeting and will not be read at the meeting. To ensure staff reviews all comments prior to the City Council meeting, please submit email comments no later than 5:00 p.m. the day of the meeting.
PUBLIC COMMENT: Members of the public may provide comments in-person at the meeting and remotely during the meeting. Those wishing to provide comments in-person at the meeting will be asked to submit a request to speak to the City Clerk. To ensure prompt distribution to the City Council, members of the public wishing to provide written materials to the City Council should do so prior to the start of the meeting or as close thereto as possible, as time will not be taken during the public comment period to distribute written materials to the City Council. Those wishing to provide remote public comment during the meeting may do so by visiting publiccomment.lakeforestca.gov or call (949) 776-5172 and enter meeting code 4516.
TRANSLATION SERVICE: Interpreters are available by request to members of the public that prefer to make September 17, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 1 their public comments in Spanish or Chinese. Requests for a translator need to be received by 8:00 a.m. the Monday before the scheduled City Council meeting. Such requests must be received via email at [email protected]
Los intérpretes están disponibles previa solicitud para el público que prefiera hacer sus comentarios públicos en español o chino. Las solicitudes de traductor deben recibirse antes de las 8:00 a. m. del lunes anterior a la reunión programada del Concejo Municipal. Dichas solicitudes deben recibirse por correo electrónico a [email protected]
如果大眾願意用西班牙語或中文發表公開評論，我們可應要求提供口譯服務。需要在預定市議會會議之前的周一上
午 8:00 之前收到翻譯請求。此類請求必須透過電子郵件收到：[email protected] Rúguǒ dàzhòng yuànyì yòng xībānyá yǔ huò zhōngwén fābiǎo gōngkāi pínglùn, wǒmen kě yīng yā oqiú tígōng kǒuyì fúwù. Xūyào zài yùdìng shì yìhuì huìyì zhīqián de zhōuyī shàngwǔ 8:00 Zh īqián shōu dào fānyì qǐngqiú. Cǐ lèi qǐngqiú bìxū tòuguò diànzǐ yóujiàn shōu dào: translat [email protected]
CALL TO ORDER: 5:30 p.m.
Council Members: Mark Tettemer
Scott Voigts
Benjamin Yu
Mayor Pro Tem: Doug Cirbo
Mayor: Robert Pequeño
City Manager: Debra Rose
City Attorney: Matthew E. Richardson
City Clerk: Thy Merritt
CLOSED SESSION PUBLIC COMMENT:
CLOSED SESSION: At this time, the City Council may recess to Closed Session for conference with Legal Counsel to discuss the items listed below pursuant to Government Code requirements. Any items not concluded by 6:30 p.m. may be continued to the end of the Public Session. At this time, members of the public may address the City Council regarding any items listed on the Closed Session agenda. No action may be taken on items not listed on the agenda unless authorized by law. Comments shall be limited to three minutes per item. Any person wishing to address the City Council on a Closed Session matter in person is requested to complete a "Request to Speak" form available at agenda public review table near the entrance. The completed form is to be submitted to the City Clerk prior to an individual being heard by the City Council. Whenever possible, lengthy testimony should be presented to the City Council in writing (8 copies) and only pertinent points presented orally. Any person wishing to address the City Council on a Closed Session matter remotely is requested to visit publiccomment.lakeforestca.gov or call (949) 776-5172 and enter meeting code 4516.
CLOSED SESSION (Item No. 1)
CLOSED SESSION:
At this time, the City Council may recess to Closed Session for conference with Legal Counsel to discuss the items listed below pursuant to Government Code requirements. Any items not concluded by 6:30 p.m. may be continued to the end of the Public Session.
1. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
PURSUANT TO GOVERNMENT CODE SECTION 54957
TITLE: CITY ATTORNEY
September 17, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 2 RECOMMENDED ACTION: Conduct closed session.
RECESS: City Council will recess to Closed Session for the purpose of conducting regular City business.
RECONVENE: City Council will reconvene to continue regular City business.
PUBLIC SESSION: 6:30 p.m.
PUBLIC SESSION: At this time, the City Council will convene to consider public matters. Those wishing to address the City Council may submit a completed “Request to Speak” form to the City Clerk prior to City Council action. Those wishing to address the City Council remotely may visit publiccomment.lakeforestca.gov or dial (949) 776-5172 and enter meeting code 4516.
INVOCATION: The Invocation will be provided by Chaplain Jim Davis, Orange County Sheriff’s Department.
PLEDGE OF ALLEGIANCE: The Pledge of Allegiance to the Flag of our Country to be led by Pack #600.
CLOSED SESSION REPORT: City Attorney will report on Closed Session.
PRESENTATIONS (Item No. 2)
2. NEW EMPLOYEE INTRODUCTIONS
RECOMMENDED ACTION: Receive and file.
PUBLIC COMMENTS
Members of the public can submit an e-comment to [email protected] . E-comments will not be read at the meeting.
Members of the public may also provide comments in-person at the meeting, remotely via publiccomment.lakeforestca.gov, or by dialing (949) 776-5172 and entering meeting code 4516. Those wishing to provide comments in-person at the meeting will be asked to submit a request to speak to the City Clerk.
CONSENT CALENDAR (Item Nos. 3 – 9)
All matters listed under the Consent Calendar are considered routine and will be enacted by one vote. There will be no separate discussion of these items unless Members of the City Council, the public, or staff request specific items be removed from the Consent Calendar for separate action.
September 17, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 3
3. MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES RECOMMENDED ACTION: Said Ordinances and Resolutions which appear on the public agenda shall be determined to have been read by title and further reading waived.
4. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON SEPTEMBER 1, 2026
RECOMMENDED ACTION: Approve as submitted.
5. CERTIFICATION OF WARRANT REGISTER
RECOMMENDED ACTION: Approve the warrant register in the amount of $5,783,274.31.
6. THIRD AMENDMENT TO THE AGREEMENT WITH OPENGOV, INC. FOR
ELECTRONIC PROCUREMENT SOFTWARE SERVICES, SUPPORT,
AND PROFESSIONAL SERVICES
RECOMMENDED ACTION: 1. Approve the Third Amendment to the Agreement with OpenGov, Inc. (“OpenGov”) for Electronic Procurement Software Services, Support, and Professional Services. 2. Authorize the Mayor to sign, and the City Clerk attest, the Third Amendment to the Agreement with OpenGov, Inc., substantially in the form attached.
7. FIRST AMENDMENT TO THE AGREEMENT WITH MATRIX IMAGING
PRODUCTS, INC FOR SCANNING AND IMAGING SERVICES
RECOMMENDED ACTION: 1. Approve the First Amendment to the Professional Consultant Services Agreement with Matrix Imaging Products, Inc. for professional scanning and imaging consulting services. 2. Authorize the Mayor to sign, and the City Clerk to attest, the First Amendment to the Agreement with Matrix Imaging Products, Inc., substantially in the form September 17, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 4 attached.
8. TYLER TECHNOLOGIES ENTERPRISE SOFTWARE SERVICES
RECOMMENDED ACTION: 1. Approve the continued use of Tyler Technologies, Inc. (“Tyler”) as the City of Lake Forest’s (“City”) Enterprise Resource Planning software provider through December 7, 2031; and 2.
Authorize the City Manager to approve additional Tyler ERP modules within the City Manager’s informal purchasing authority of $50,000 and available budget appropriations.
9. RENEWAL OF SOFTWARE AGREEMENTS WITH NETFILE, INC. AND GRANICUS, LLC. (FORMERLY GOVQA)
RECOMMENDED ACTION: 1. Approve the renewal of the Software License Agreement with Netfile, Inc. for online filing of Fair Political Practices Commission forms. 2. Authorize the Mayor to sign, and the City Clerk to attest, the renewal with Netfile, Inc., substantially in the form attached. 3.
Approve the renewal of the Master Services Agreement with Granicus, LLC, for automated public records request management services. 4. Authorize the Mayor to sign, and the City Clerk to attest, the renewal with Granicus, LLC, substantially in the form attached.
PUBLIC HEARING(S) (Item No. 10)
Public Hearings are scheduled for a time certain of 6:30 p.m. or as soon thereafter as possible. City Council, when considering the matter scheduled for hearing, will take the following actions: 1. Open the Public Hearing. 2. Receive staff report. 3.
Accept public
testimony. 4. City Council comments and questions. 5. Close the Public Hearing and take appropriate action.
September 17, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 5
10. FISCAL YEAR 2025-26 COMMUNITY DEVELOPMENT BLOCK GRANT (“CDBG”) CONSOLIDATED ANNUAL PERFORMANCE EVALUATION
REPORT (“CAPER”)
RECOMMENDED ACTION: Adopt a Resolution entitled: A RESOLUTION
OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, APPROVING THE FY 2025-26 CONSOLIDATED ANNUAL
PERFORMANCE EVALUATION REPORT FOR THE CITY'S COMMUNITY
DEVELOPMENT BLOCK GRANT PROGRAM.
DISCUSSION/ACTION ITEMS (Item No. 11)
The following matters are for City Council consideration/discussion/action. Members of the public may have the opportunity to address these items if they wish to do so. Please complete the Request to Speak form and give to the City Clerk.
11. FEE STUDY FOLLOW-UP: ENCROACHMENT PERMIT DEPOSITS FOR
PUBLIC UTILITIES
RECOMMENDED ACTION: City Council Discretion.
CITY MANAGER'S REPORT
At this time, the City Manager may comment on agenda and non-agenda items; and report on items of interest to the City Council and community.
CITY COUNCIL COMMENTS
At this time, City Council Members may comment on agenda or non-agenda matters. No discussion may take place on any item not appearing on the posted agenda. Council Members may ask a question for clarification, respond to statements made or questions posed by the public, make a brief announcement, or make a brief report on his or her own activities. In addition, the City Council may refer to staff or other resources for factual information, request staff to report back at a subsequent meeting or direct staff to place a matter of business on a future agenda. No action may be taken on non-agenda matters unless authorized by law (Government Code Section 54954.2).
Council Member
Tettemer:
Council Member Voigts:
Council Member Yu:
Mayor Pro Tem Cirbo:
Mayor Pequeño:
September 17, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 6
ADJOURNMENT
In compliance with the Americans With Disabilities Act, if you need special assistance to participate in this Meeting, including auxiliary aids or services, you should contact the Office of the City Clerk at (949) 461-3400.
Notification 48 hours prior to the Meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. The City Council agenda and agenda back-up materials can be obtained from the Office of the City Clerk on the Friday prior to the City Council meeting. Copies of all Agendas, Staff Reports and Supporting Materials can also be found on the City’s website – https://www.lakeforestca.gov/city_government/agendas_and_minutes/index.php. Agenda and agenda packets, if requested, will be made available in an appropriate alternative format to persons with a disability as required by the Americans With Disabilities Act. Copies of the agenda are provided at no cost and agenda back-up materials are available at the per page copy cost.
The City of Lake Forest mailing address is City Council Chambers, 100 Civic Center Drive, Lake Forest, California.
Phone: (949) 461-3400. FAX (949) 461-3511
CERTIFICATION: I, Thy Merritt, City Clerk of the City of Lake Forest, California, hereby certify that the foregoing agenda was posted for public review at City Hall on September 10, 2026.
Thy Merritt
City Clerk
September 17, 2026 LAKE FOREST CITY COUNCIL AGENDA Page 7
CITY COUNCIL AGENDA REPORT
MEETING DATE: 09/17/2026
DEPARTMENT: City Manager
SUBJECT:
NEW EMPLOYEE INTRODUCTIONS
RECOMMENDED ACTION(S):
Receive and file.
EXECUTIVE SUMMARY:
Madeline Balsz
Madeline Balsz joins the City of Lake Forest as the Assistant City Clerk, holding extensive experience in municipal government. She has worked in City Clerk offices as an assistant for 12 years and is a Certified Municipal Clerk. Prior to working in a City Clerk’s office, she spent 16 years as a 911 operator for various city police departments. Most recently, she spent 10 years with the City of Rancho Santa Margarita. In her free time, she enjoys spending time with her two adult children, two dogs, and cat.
Robert Bauman
Robert joins the City of Lake Forest as the Senior Management Analyst in the Management Services Department. He has several years of experience working in municipal government, including positions with the cities of La Canada Flintridge and San Marino in Los Angeles County. Robert earned a bachelor’s degree from Gonzaga University and has a Master of Public Administration from the University of Southern California. He is also active in professional associations such as the Municipal Management Association of Southern California, where he previously served as a member of the Regional Board.
Alejandro Gonzalez
Alejandro Gonzalez is a Facilities Maintenance Specialist with the City of Lake Forest's Public Works Department. He relocated from the Bay Area to Orange County five years ago and brings 10 years of construction experience, including work on the Purple Line Extension in Los Angeles as part of an underground mining team operating a tunnel boring machine. Today, Alejandro helps maintain Item: 2
8 the City's facilities, parks, and public spaces. He takes pride in being hands-on, dependable, and helping keep the City safe, functional, and well-maintained.
Eric Johnson
Eric joins the City of Lake Forest as a Principal Civil Engineer in the Public Works Department. He has nearly 18 years of experience with the City of Tustin, in addition to 11 years with a private civil engineering design firm in South Orange County. He holds a Bachelor of Civil Engineering from Cal Poly Pomona and is a registered Civil Engineer in the State of California.
Arian Nieves
Arian is a proud Lake Forest resident and has had the privilege of working for the City of Lake Forest for the past seven years as part of the contractor team servicing the City’s Passive Parks and Municipal Public Services areas. He holds a Qualified Applicator License for pesticides and takes pride in helping maintain the beauty and safety of the community. Outside of work, Arian enjoys spending time with his wife and two children, horseback riding, and learning new languages.
Nathalie Perez
Nathalie Perez joins the City of Lake Forest as a Human Resources Analyst, bringing several years of municipal human resources experience with the City of Gardena. Throughout her career, Nathalie has supported a variety of HR functions, including recruitment, employee benefits, leave administration, compliance, and employee services. She holds a Bachelor of Arts in Politics and Latin American Studies from the University of San Francisco and is currently completing a Human Resources Management Certificate through UCLA. She is excited to bring her experience and knowledge to the City of Lake Forest while supporting its employees and the organization’s continued success.
Ravi Shah
Ravi Shah recently joined the City of Lake Forest as a Principal Civil Engineer in the Public Works Department. He earned his bachelor’s degree in civil engineering from Cal Poly Pomona and is a registered Civil Engineer in the State of California. Ravi brings 19 years of private sector experience delivering infrastructure projects of varying size and complexity for public agencies throughout Southern California. He has held several leadership roles and remains involved in professional organizations, including the American Society of Civil Engineers. Outside of work, Ravi enjoys traveling and spending time with his family. He looks forward to applying his experience to help advance the City’s Capital Improvement Program and serve the Lake Forest community.
Item: 2
9 Andrew Tran
Andrew Tran joins the City of Lake Forest as an Information Technology Analyst, bringing with him 13 years of information technology experience in the private sector. His professional experience includes working in IT for a medical school, retail, banking, legal, and solar organizations. He holds a Bachelor of Business Administration with a concentration in information systems from San Francisco State University. In his free time, Andrew enjoys playing tennis and has recently started learning to play golf.
Kimberly Velazquez
Kimberly Velazquez brings more than a decade of public service experience and a strong commitment to Orange County communities. Raised in Costa Mesa, she began her career by volunteering over 300 hours with the Costa Mesa Police Explorer Program before serving more than 10 years with the Costa Mesa Police Department as a Community Service Specialist. She holds two associate degrees from Golden West College in public/business administration and public health, as well as a Bachelor of Science in public health with a concentration in environmental and occupational health and safety from Cal State Fullerton.
She now brings her experience in public safety, emergency preparedness, community engagement, health and safety, and civic leadership to the City of Lake Forest.
FISCAL IMPACT:
There is no fiscal impact associated with the recommended action.
ATTACHMENTS:
None.
Initiated By: Hope Hairrell, Management Assistant
Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
Item: 2
10 CITY COUNCIL AGENDA REPORT
MEETING DATE: 9/17/2026
DEPARTMENT: City Clerk
SUBJECT:
MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES
RECOMMENDED ACTION(S):
Said Ordinances and Resolutions which appear on the public agenda shall be determined to have been read by title and further reading waived.
EXECUTIVE SUMMARY:
California Government Code 36934 allows titles of ordinances and resolutions to be waived.
FISCAL IMPACT:
There is minimal fiscal impact associated with the recommended action.
ATTACHMENTS:
None.
Submitted By: Thy Merritt, City Clerk
Approved By: Debra Rose, City Manager
14 Item: 3
11 MINUTES OF A REGULAR MEETING
OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST
The regular meeting of the City Council of the City of Lake Forest held Tuesday, September 1, 2026, at the Lake Forest City Council Chambers, 100 Civic Center Drive, Lake Forest, California, was called to order at 5:30 p.m. with Council Member Yu arriving at 5:41 p.m.
ROLL CALL:
Council Members:
Mark Tettemer
Scott Voigts
Benjamin Yu
Mayor Pro Tem: Doug Cirbo
Mayor: Robert Pequeño
City Manager: Debra Rose
City Attorney: Matthew E. Richardson
City Clerk: Thy Merritt
CLOSED SESSION
1. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
PURSUANT TO GOVERNMENT CODE SECTION 54956.9(D)(1)
NUMBER OF CASES: 2
CASE NAME: BRIAN MCMILLAN V. CITY OF LAKE FOREST, ET AL.
USDC CENTRAL DISTRICT CASE NO.: 8:25-CV-00245-SRM (JDEX) CASE NAME: WE THE MEADOWS V. CITY OF LAKE FOREST AND IPT
ENTERPRISE BUSINESS CENTER, LLC
OCSC CASE NO.: 30-2026-01589125-CU-WM-CXC
ACTION: Closed session was conducted.
PUBLIC SESSION: 6:30 p.m.
INVOCATION: The Invocation was provided by Chaplain Jon Fosburg, Orange County Sheriff’s Department.
PLEDGE OF ALLEGIANCE: The Pledge of Allegiance to the Flag of our Country was led by Junior Troop #5482.
CLOSED SESSION REPORT: City Attorney Richardson had no action to report.
Item: 4
12 September 1, 2026
LAKE FOREST CITY COUNCIL MEETING MINUTES Page 2 of 6
CLOSED SESSION PUBLIC COMMENTS: Sean Fletcher had questions for Council Members regarding their decision to approve the IPT project. Andrea Alexander shared her concerns with the IPT project.
PRESENTATIONS: (Item Nos. 2 – 4)
MOTION: It was moved by Council Member Voigts, seconded by Council Member Yu, to approve Presentation Item Nos. 2 – 4. The motion was carried by a vote of 5-0.
2. PROCLAMATION DECLARING SEPTEMBER 2026 AS SERVICE CLUBS MONTH
City Manager Rose introduced this item and invited City Clerk Merritt to provide a presentation. John Karpierz, President of the Lake Forest Kiwanis Club shared information on recent volunteer activities. Sean Fletcher provided information on the next Clean Lake Forest event scheduled for Saturday, September 19, 2026.
ACTION: A Proclamation designating September 2026 as “Service Clubs Month” was presented.
3. PROCLAMATION DECLARING SEPTEMBER 2026 AS HUNGER ACTION MONTH
City Manager Rose introduced this item and invited City Clerk Merritt to provide a presentation. No public comment was offered.
ACTION: A Proclamation designating September 2026 as “Hunger Action Month” was approved.
4. PROCLAMATION DECLARING SEPTEMBER 2026 AS WORLD
ALZHEIMER'S AWARENESS MONTH
City Manager Rose introduced this item and invited City Clerk Merrit to provide a presentation. Gerontologist Deborah Morse provided information on Alzheimer’s Orange County and received the proclamation.
ACTION: A proclamation designating September 2026 as "World Alzheimer's Awareness Month" was presented.
PUBLIC COMMENTS:
Cedric Campbell provided information on Scouting America’s recent activities and upcoming events.
Item: 4
13 September 1, 2026
LAKE FOREST CITY COUNCIL MEETING MINUTES Page 3 of 6
Mark Hermanson corrected comments made by Randy Johnson and encouraged everyone to act with decorum.
Anil Patel offered positive feedback on Council Members and staff.
Sue Burke shared concerns about the elimination of the bike lane at Bake Parkway and Trabuco Road.
Sean Fletcher expressed concerns with Bob Stuart and his involvement with the upcoming election.
Nikita Ganatra provided information on Soroptimist International of Saddleback Valley.
CONSENT CALENDAR: (Item Nos. 5 – 11)
MOTION: It was moved by Council Member Voigts, seconded by Council member Yu, to approve Consent Calendar Item Nos. 5 – 11. The motion was carried by a vote of 5-0.
5. MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES ACTION: Said Ordinances and Resolutions which appeared on the public agenda shall be determined to have been read by title and further reading waived.
6. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON AUGUST 18, 2026
ACTION: The minutes were approve as submitted.
7. PROCLAMATION DECLARING SEPTEMBER 2026 AS NATIONAL
PREPAREDNESS MONTH
ACTION: A proclamation designating September 2026 as National Preparedness Month was approved.
8. NOTICE OF COMPLETION FOR ENERGY EFFICIENT LED LIGHTING PROJECT - ETNIES SKATE PARK (26P05)
ACTION: 1. Musco Sports Lighting, LLC was found to have completed construction of the Energy Efficient LED Lighting Projects – Etnies Skate Park (26P05). 2. Approved the Notice of Completion and authorized the Mayor to execute the document on behalf of the City. 3. Authorized the City Clerk to submit Notice of Completion for recordation to the Orange County Clerk- Recorder Department within fifteen days of the City Council approval, as required by Section 9204 of the California Civil Code. 4. Authorized staff to release any unencumbered retention in accordance with California law.
Item: 4
14 September 1, 2026
LAKE FOREST CITY COUNCIL MEETING MINUTES Page 4 of 6
9. NOTICE OF COMPLETION FOR FOOTHILL RANCH BOX LACROSSE CONVERSION PROJECT (24P04)
ACTION: 1. Oppenheimer National was found to have completed construction of the Foothill Ranch Community Park Box Lacrosse Conversion Project (24P04).
2. Approved the Notice of Completion and authorized the Mayor to execute the document on behalf of the City. 3. Authorized the City Clerk to submit Notice of Completion for recordation to the Orange County Clerk-Recorder Department within fifteen days of City Council approval, as required by Section 9204 of the California Civil Code. 4. Authorized staff to release any unencumbered retention in accordance with California law.
10. AMENDMENTS TO COOPERATIVE AGREEMENTS WITH THE ORANGE
COUNTY TRANSPORTATION AUTHORITY FOR REGIONAL TRAFFIC
SIGNAL SYNCHRONIZATION PROGRAM PROJECTS
ACTION: 1. Amendment No. 1 to Cooperative Agreement No. C-1-3597 between the Orange County Transportation Authority and the Cities of Lake Forest and Irvine, extending the agreement term through December 31, 2028, with no change to the maximum obligation was approved. 2. Amendment No. 1 to Cooperative Agreement No. C-1-3599 between the Orange County Transportation Authority and the Cities of Lake Forest, Mission Viejo, and Rancho Santa Margarita, extending the agreement term through December 31, 2027, with no change to the maximum obligation was approved. 3. The Mayor was authorized to sign, and the City Clerk to attest, Amendments No. C-1-3597 and No. C-1-3599, substantially in the form attached.
11. FIRST AMENDMENT TO THE AGREEMENT WITH CLIENTFIRST
CONSULTING GROUP LLC FOR CITYWIDE TECHNOLOGY MASTER PLAN
CONSULTING SERVICES
ACTION: 1. The First Amendment to the Professional Consultant Services Agreement with ClientFirst Consulting Group LLC was approved. 2. The Mayor was authorized to sign, and the City Clerk to attest, the First Amendment to the Agreement with ClientFirst Consulting Group LLC, substantially in the form attached.
PUBLIC HEARING(S): (Item Nos. 12 – 13)
12. ANNUAL REVIEW OF DEVELOPMENT AGREEMENTS
Mayor Pequeño opened the public hearing. City Manager Rose introduced this item and invited Economic Development/Housing Manager Grijalva to provide a presentation. No public comment was offered. Mayor Pequeño closed the public hearing.
Item: 4
15 September 1, 2026
LAKE FOREST CITY COUNCIL MEETING MINUTES Page 5 of 6
MOTION: It was moved by Council Member Voigts, seconded by Council Member Yu, to: 1. Conduct the annual review of Development Agreements between the City of Lake Forest (“City”) and the following parties: a. USA Portola Properties, LLC ("Baldwin”); b. Lennar Homes ("Lennar"); and, 3. Toll Brothers West, Inc. ("Toll Brothers") 2. Find that Baldwin, Lennar, and Toll Brothers are each in good faith compliance with their respective Development Agreements.
The motion was carried by a vote of 5-0.
13. USER AND REGULATORY FEES UPDATE
Mayor Pequeño opened the public hearing. City Manager Rose introduced this item and invited Assistant Director of Finance Lewis who along with David Schroeder with Clear Choice Financial Consulting provided a presentation.
Public Affairs Manager with Southern California Gas Company Juan Gonzales offered public comment requesting the City Council consider exempting public utilities from encroachment permit fees and adding language to the fee schedule stating so. Clarifying questions were asked and answered. Mayor Pequeño closed the public hearing.
MOTION: It was moved by Council Member Tettemer, seconded by Council Member Voigts, to: 1. Conduct the noticed public hearing. 2. Adopt a Resolution Entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE
FOREST, CALIFORNIA, ESTABLISHING UPDATED FEES, AND CHARGES FOR VARIOUS MUNICIPAL SERVICES. 3. Bring the item back for further discussion on exempting public utility companies from encroachment permits fees. The motion was carried by a vote of 5-0.
CITY MANAGER'S REPORT: City Manager Rose had nothing further to report.
CITY COUNCIL COMMENTS:
Council Member Tettemer: Council Member Tettemer had nothing further to report.
Council Member Voigts: Council Member Voigts had nothing further to report.
Council Member Yu: Council Member Yu had nothing further to report.
Mayor Pro Tem Cirbo: Council Member Cirbo shared comments on Cybersecurity.
Mayor Pequeño: Mayor Pequeño reported on his attendance at the groundbreaking ceremony for Costco and Troop 604
Courts of Honor Eagle Scout Ceremony.
Item: 4
16 September 1, 2026
LAKE FOREST CITY COUNCIL MEETING MINUTES Page 6 of 6
ADJOURNMENT: The Regular Meeting of the City Council was adjourned at 7:31 p.m.
Respectfully submitted:
APPROVED:
THY MERRITT ROBERT PEQUEÑO
CITY CLERK MAYOR
Item: 4
17 CITY COUNCIL AGENDA REPORT
MEETING DATE: 09/17/2026
DEPARTMENT: Finance
SUBJECT:
CERTIFICATION OF WARRANT REGISTER
RECOMMENDED ACTION(S):
Approve the warrant register in the amount of $5,783,274.31.
EXECUTIVE SUMMARY:
In accordance with Government Code Section 37202 and Lake Forest Municipal Code Chapter 3.16, the official below certifies that 1) the invoices of the warrant register have been properly reviewed and 2) funds are available for payment of the warrants.
FISCAL IMPACT:
The amount of the warrant register is $5,783,274.31.
ATTACHMENTS:
Warrant Register
Submitted By: Keith Neves, Acting Director of Finance/City Treasurer Approved By: Debra Rose, City Manager
Item: 5
18 Attachment
Item: 5
19 Item: 5
20 Item: 5
21 Item: 5
22 Item: 5
23 Item: 5
24 Item: 5
25 Item: 5
26 Item: 5
27 Item: 5
28 Item: 5
29 Item: 5
30 Item: 5
31 Item: 5
32 Item: 5
33 Item: 5
34 Item: 5
35 Item: 5
36 CITY COUNCIL AGENDA REPORT
MEETING DATE: 09/17/2026
DEPARTMENT: Finance
SUBJECT:
THIRD AMENDMENT TO THE AGREEMENT WITH OPENGOV, INC. FOR
ELECTRONIC PROCUREMENT SOFTWARE SERVICES, SUPPORT, AND
PROFESSIONAL SERVICES
RECOMMENDED ACTION(S):
1. Approve the Third Amendment to the Agreement with OpenGov, Inc. (“OpenGov”) for Electronic Procurement Software Services, Support, and Professional Services.
2. Authorize the Mayor to sign, and the City Clerk attest, the Third Amendment to the Agreement with OpenGov, Inc., substantially in the form attached.
EXECUTIVE SUMMARY:
The City of Lake Forest’s (“City”) Purchasing and Contracting Guidelines (“Guidelines”) document the procedures and associated roles and responsibilities for the procurement of goods and services. On December 23, 2022, the City Manager approved a multi-year Software Services Agreement (“Agreement”) with OpenGov, Inc. (Attachment 1) (“OpenGov”) following a formal Request for Proposals (“RFP”) process. Following approval of the Agreement, the City Manager approved a Change Order adding $2,665 in compensation to allow for additional procurement templates to be built by OpenGov (Attachment 2). As the initial term of the Agreement approached expiration, the City Council approved the first one-year extension with OpenGov on October 21, 2025 (Attachment 3).
OpenGov’s electronic procurement (“eProcurement”) platform provides the City with a centralized system that modernizes the procurement process and ensures compliance with the City’s Guidelines. The platform allows the City to post formal and informal solicitations for goods, services, and public projects and select the most qualified vendor, or lowest responsive and responsible bidder, in an open and competitive market.
Staff recommend the City Council approve the proposed Third Amendment to the Agreement with OpenGov (Attachment 4) to extend the term of the Agreement through December 31, 2027, and increase compensation by $17,871.52 for a Item: 6
37 new total not-to-exceed amount of $98,077.01. The proposed Third Amendment was prepared by OpenGov and approved by the City Attorney as to form.
BACKGROUND:
The City follows a decentralized purchasing model, meaning that each Department oversees its own contracts. The Finance Department plays a supporting role by overseeing procedures, offering training and guidance, and making sure standardized practices are followed citywide. To help streamline this decentralized approach, the City uses an eProcurement system to post both formal and informal solicitations for goods, services, and public projects.
In 2017, the City moved away from a paper-based procurement system and selected PlanetBids, Inc. after reviewing proposals for an eProcurement Software. The agreement with PlanetBids expired on June 30, 2023. On December 23, 2022, the City Manager approved a multi-year Software Services Agreement with OpenGov following an RFP process. OpenGov was identified as the best overall option, offering the strongest set of features and the most competitive price for software and implementation. The system supports the entire procurement process, with tools such as templates, questionnaires, evaluation forms, and built-in approval workflows that help staff create and manage solicitations and contracts more efficiently. eProcurement software has reduced errors and increased efficiency in procurement processes.
Following approval of the Agreement, the City Manager approved a Change Order adding compensation in the amount of $2,665 to allow for additional procurement templates to be built by OpenGov. Most recently, on October 21, 2025, the City Council approved the first one-year extension of the Agreement.
DISCUSSION:
The City’s eProcurement platform has improved the way procurements and contracts are handled across the organization. OpenGov has streamlined the procurement process to further support the City’s decentralized purchasing structure by enabling staff to manage procurements and contracts, while ensuring standardized practices are followed citywide. In addition, the City’s public eProcurement site has increased transparency by allowing residents and vendors to view current solicitations and procurement updates.
The current term of the Agreement with OpenGov for eProcurement Software Services, Support, and Professional Services is from January 1, 2023, to December 31, 2026. The proposed Third Amendment to the Agreement with OpenGov, Inc. would extend the term of the Agreement by one year, until Item: 6
38 December 31, 2027, and add $17,871.52 in compensation under the agreement.
The additional compensation would allow the City to continue using OpenGov‘s eProcurement platform for one additional year to manage solicitations, contracts, and support its decentralized purchasing structure. Table 1 outlines the annual costs over the term of the Agreement.
Table 1: Compensation
Year 1
Implementation $11,890
Additional Compensation (Change Order) $2,665
Software $16,210
Year 1 Total: $30,765
Year 2
Software $16,210
Year 2 Total: $16,210
Year 3
Software $16,210
Year 3 Total: $16,210
Year 4
Software $17,020.49
Year 4 Total: $17,020.49
Year 5
Software $17,871.52
Year 5 Total: $17,871.52
Third Amendment Total Contract Amount
(Years 1-5) $98,077.01
Pursuant to the City’s Guidelines, staff completed a vendor performance assessment for OpenGov for the proposed contract amendment. The vendor performance assessment is used as a guide to determine whether a contract should be amended, renewed, or terminated based on performance in the following categories: performance of scope of services; timeliness; budget performance; and customer service. Utilizing an evaluation form, staff rates OpenGov in each category as shown in Table 2.
Table 2: OpenGov Performance Assessment
OpenGov, Inc. - Performance Review
January 1, 2023 – September 17, 2026
Category Unsatisfied – Very Satisfied
Performance of
Scope of
Services
☐ Unsatisfied ☐ Satisfied ☒ Very Satisfied ☐ N/A
Item: 6
39 OpenGov, Inc. - Performance Review
January 1, 2023 – September 17, 2026
Category Unsatisfied – Very Satisfied
Timeliness ☐ Unsatisfied ☐ Satisfied ☒ Very Satisfied ☐ N/A Budget
Performance
☐ Unsatisfied ☐ Satisfied ☒ Very Satisfied ☐ N/A
Customer
Service
☐ Unsatisfied ☐ Satisfied ☒ Very Satisfied ☐ N/A
The table above provides an overall summary of OpenGov’s performance since the beginning of the services. OpenGov has received an overall rating of “very satisfied” and has met City expectations and timelines.
Staff recommend the City Council approve the proposed Third Amendment to the Agreement with OpenGov, Inc. for eProcurement Software Services, Support, and Professional Services. The proposed Third Amendment extends the term to December 31, 2027, and increases compensation by $17,871.52 for a new total not-to-exceed amount of $98,077.01, representing a 5% increase in the annual contract price over the previous year, consistent with the increase previously approved by the City Council for the first one-year extension of the Agreement.
The Proposed Third Amendment was prepared by OpenGov and approved by the City Attorney as to form.
FISCAL IMPACT:
Approving the Third Amendment authorizes an additional year of eProcurement Software Services, Support, and Professional Services at a cost of $17,871.52.
Sufficient funds are allocated in Fiscal Year 2026-27 of the 2025-2027 Operating Budget.
ATTACHMENTS:
1. Software Service Agreement with OpenGov, Inc.
2. Project Change Order for Software Services Agreement with OpenGov, Inc.
3. Second Amendment to Software Services Agreement with OpenGov, Inc.
4. Proposed Third Amendment to Software Services Agreement with OpenGov, Inc.
Initiated By: John Meza, Management Analyst
Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
Item: 6
40 Attachment 1
Item: 6
41 Item: 6
42 55136.00000\40920022.1
OPENGOV SOFTWARE SERVICES AGREEMENT
Rev. 2018.01_210428_Lake Forest
OPENGOV SOFTWARE SERVICES AGREEMENT This Software Services Agreement (this “Agreement”) is entered into by OpenGov, Inc., a Delaware corporation with a principal place of business at 6525 Crown Blvd #41340, San Jose, CA 95160 (“OpenGov”) and the customer listed on the signature block below (“Customer”), as of the date of last signature below (the “Effective Date”). This Agreement sets forth the terms under which Customer will be permitted to use OpenGov’s hosted software services. 1. DEFINITIONS “Customer Data” means data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer’s software systems of record). Customer Data shall not include any confidential personally identifiable information. “Documentation” means the documentation for the Software Services at the Customer Resource Center page found at https://opengov.zendesk.com. “Feedback” means suggestions, comments, improvements, ideas, or other feedback or materials regarding the Software Services provided by Customer to OpenGov, including feedback provided through online developer community forums. “Initial Term” means the initial license term specified in number of years on the Order Form, commencing on the Effective Date. “Intellectual Property Rights” means all intellectual property rights including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature. “Order Form” means OpenGov’s Software Services order form that: (a) specifies the Software Services provided by OpenGov; (b) references this Agreement; and (c) is signed by authorized representatives of both parties. “Renewal Term” means each additional renewal period, which shall be for a period of equal duration as the Initial Term, for which this Agreement is extended pursuant to Section 7.2. 2. SOFTWARE SERVICES, SUPPORT AND PROFESSIONAL SERVICES 2.1 Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to perform the software services identified in the applicable Order Form entered into by OpenGov and Customer (“Software Services”). 2.2 Support & Service Levels. Customer support is available by email to [email protected] or by using the chat messaging functionality of the Software Services, both of which are available during OpenGov’s standard business hours. Customer may report issues any time. However, OpenGov will address issues during business hours. OpenGov will provide support for the Software Services in accordance with the Support and Software Service Levels found at https://opengov.com/service-sla, as long as Customer is entitled to receive support under the applicable Order Form and this Agreement. 2.3 Professional Services. (a) If OpenGov or its authorized independent contractors provides professional services to Customer, such as implementation services, then these professional services will be described in a statement of work (“SOW”) agreed to by the parties (the “Professional Services”). Unless otherwise specified in the SOW, any pre-paid Professional Services Fees must be utilized within one (1) year from the Effective Date. Any unused pre-paid Professional Services Fees shall be forfeited. (b) Unless the SOW provides otherwise, all reasonable travel expenses, pre-approved by Customer and incurred by OpenGov in performing the professional services will be reimbursed by Customer. Travel expenses Item: 6
43 55136.00000\40920022.1
OPENGOV SOFTWARE SERVICES AGREEMENT
Rev. 2018.01_210428_Lake Forest
include cost of coach airfare travel round trip from the individual’s location to Customer's location, reasonable hotel accommodations, ground transportation and meals. 3. RESTRICTIONS AND RESPONSIBILITIES 3.1 Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as expressly permitted by the Agreement. Customer shall not, and shall not permit or enable any third party to: (a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services; (e) remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any confidential personally identifiable information to OpenGov or the Software Services platform. 3.2 Responsibilities. Customer shall be responsible for obtaining and maintaining computers and third party software systems of record (such as Customer’s ERP systems) needed to connect to, access or otherwise use the Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c) all uses of Customer user accounts by any party other than OpenGov. 4. INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANTS; ACCESS TO CUSTOMER DATA 4.1 Software Services. OpenGov retains all right, title, and interest in the Software Services and all Intellectual Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts, graphics and button icons, are the property of OpenGov and Customer may not copy, imitate, or use them, in whole or in part, without OpenGov’s prior written consent. Subject to Customer’s obligations under this Agreement, OpenGov hereby grants to Customer a non-exclusive, royalty-free license during the Term to use the Software Services. 4.2 Customer Data. Customer retains all right, title, and interest in the Customer Data and all Intellectual Property Rights therein. Customer hereby grants to OpenGov a non-exclusive, royalty-free license to, and permit its partners (which include, without limitation the hosting providers of the Software Services) to, use, store, edit and reformat the Customer Data, and to use Customer Data for purposes of sales, marketing, business development, product enhancement, customer service, or for analyzing such data and publicly disclosing such analysis (“Insights”), provided that in all such uses Customer Data is rendered anonymous such that Customer is no longer identifiable. 4.3 Access to Customer Data. Customer may download the Customer Data from the Software Services at any time during the Term, other than during routine software maintenance periods. OpenGov has no obligation to return Customer Data to Customer. 4.4 Feedback. Customer hereby grants to OpenGov a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use and incorporate into the Software Services and Documentation Customer’s Feedback. OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation based on or derived from any of Customer’s Feedback including all Intellectual Property Rights in and to the improvements and modifications. 5. CONFIDENTIALITY 5.1 Each party (the “Receiving Party”) agrees not to disclose any Confidential Information of the other party (the “Disclosing Party”) without the Disclosing Party’s prior written consent, except as provided below. The Receiving Party further agrees: (a) to use and disclose the Confidential Information only in connection with this Agreement; and (b) to protect such Confidential Information using the measures that Receiving Party employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party.
Item: 6
44 55136.00000\40920022.1
OPENGOV SOFTWARE SERVICES AGREEMENT
Rev. 2018.01_210428_Lake Forest
5.2 “Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as “Confidential” or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure (including the terms of the applicable Software Agreement). OpenGov’s Confidential Information includes, without limitation, the software underlying the Software Services and all Documentation. 5.3 Notwithstanding the foregoing, “Confidential Information” does not include: (a) “Public Data,” which is data that the Customer has previously released to the public, would be required to release to the public, upon request, according to applicable federal, state, or local public records laws, or Customer requests OpenGov make available to the public in conjunction with the Software Services. Confidential Information does not include (b) information that has become publicly known through no breach by the receiving party; (c) information that was rightfully received by the Receiving Party from a third party without restriction on use or disclosure; or (d) information independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information. 6. PAYMENT OF FEES 6.1 Fees; Invoicing; Payment; Expenses. (a) Fees. The fees for the Software Services for the Initial Term and any Renewal Term (“Software Services Fees”) and the fees for Professional Services (“Professional Services Fees”) are set forth in the applicable Order Form. Software Services Fees and Professional Services Fees shall hereafter be referred to as “Fees”. Except to the extent otherwise expressly stated in this Agreement or in an Order Form, (i) all obligations to pay Fees are non-cancelable and all payments are non-refundable, (ii) Customer must pay all Fees due under all Order Forms and SOW within thirty (30) days after Customer receives each invoice (invoices are deemed received when OpenGov emails them to Customer’s designated billing contact); (iii) the Software Service Fee shall be due annually in advance, and (iv) Customer must make all payments without setoffs, withholdings or deductions of any kind. (b) Annual Software Maintenance Price Adjustment. OpenGov shall increase the Fees payable for the Software Services during any Renewal Term by 5% each year of the Renewal Term. (c) Invoicing and Payment. OpenGov will invoice the Customer according to the Billing Frequency listed on the Order Form. Customer shall pay all invoices according to the Payment Terms listed on the Order Form. (d) Travel Expenses. Unless the SOW provides otherwise, OpenGov will invoice Customer for travel expenses, pre-approved by the Customer, incurred in connection with each SOW as they are incurred. Customer shall pay all such valid invoices within thirty (30) days of receipt of invoice. Each invoice shall include receipts for the travel expenses listed on the invoice. (e) Customer Delays; On Hold Fee. I. On Hold Notice. Excluding delays caused by Force Majeure as described in Section 10.5, if OpenGov determines that Customer’s personnel or contractors are not completing Customer’s responsibilities described in the applicable SOW timely or accurately, OpenGov shall promptly, but in no event more than thirty (30) days from the date of such determination deliver to Customer a notice (an “On Hold Notice”) that (A) designates the Professional Services to be provided to the Customer as “On Hold”, (B) detail Customer’s obligations and responsibilities necessary for OpenGov to continue performing the Professional Services, and (C) specify the Customer shall be invoiced for lost time in production (e.g. delayed or lost revenue resulting from rescheduling work on other projects, delay in receiving milestone payments from Customer, equipment, hosting providers and human resources idle) for a fee equal to 10% of the first year Software Service Fee (the “On Hold Fee”). II. Effects of On Hold Notice. Upon issuing an On Hold Notice, OpenGov shall be entitled, without penalty, to (A) reallocate resources otherwise reserved for the performance of the Professional Services, and (B) stop or caused to be stopped the Professional Services to be provided to the Customer until the Customer has fulfilled its obligations as set forth in the On Hold Notice. OpenGov shall remove the “On Hold” status, only upon Customer’s fulfillment of its obligations set out in the On Hold Notice, including payment of the On Hold Item: 6
45 55136.00000\40920022.1
OPENGOV SOFTWARE SERVICES AGREEMENT
Rev. 2018.01_210428_Lake Forest
Fee. Upon Customer’s fulfillment of its obligations in the On Hold Notice, OpenGov may, in its sole discretion, extend the timeline to complete certain Professional Services up to six (6) weeks, depending on the availability of qualified team resources (OpenGov cannot guarantee that these team resources will be the same as those who were working on the project prior to it being placed On Hold). OpenGov shall bear no liability or otherwise be responsible for delays in the provision of the Professional Services occasioned by Customer’s failure to complete Customer’s responsibilities or adhere to a Customer schedule which were brought to the attention of the Customer on a timely basis, unless such delays result, directly or indirectly from the failure of OpenGov or its authorized independent contractors to perform the Professional Services in accordance with this Agreement or applicable SOW. 6.2 Consequences of Non-Payment. If Customer fails to make any payments required under any Order Form or SOW, then in addition to any other rights OpenGov may have under this Agreement or applicable law, (a) Customer will owe late interest penalty of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and (b) If Customer’s account remains delinquent (with respect to payment of a valid invoice) for thirty (30) days after receipt of a delinquency notice from OpenGov, which may be provided via email to Customer’s designated billing contact, OpenGov may temporarily suspend Customer’s access to the Software Service for up to ninety (90) days to pursue good faith negotiations before pursuing termination in accordance with Section 7. Customer will continue to incur and owe all applicable Fees irrespective of any such Service suspension based on such Customer delinquency. 6.3 Taxes. All Fees under this Agreement are exclusive of any applicable sales, value-added, use or other taxes (“Sales Taxes”). Customer is solely responsible for any and all Sales Taxes, not including taxes based solely on OpenGov’s net income. If any Sales Taxes related to the Fees under this Agreement are found at any time to be payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails to pay any Sales Taxes, then Customer will be liable for any related penalties or interest, and will indemnify OpenGov for any liability or expense incurred in connection with such Sales Taxes. In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence of such tax exempt status, proper exemption certificates or other documentation acceptable to OpenGov. 7. TERM & TERMINATION 7.1 Term. Subject to compliance with all terms and conditions, the term of this Agreement shall commence on the Effective Date and shall continue until the Subscription End Date specified on the Order Form (the “Initial Term”) unless sooner terminated pursuant to Section 7.3 below. 7.2 Renewal. Unless the parties enter into a new Order Form to renew the Agreement for an additional period of no less than one (1) year (“Renewal Term”), this Agreement shall terminate at the end of the applicable Initial Term or Renewal Term. The Renewal Term, if applicable, together with the Initial Term, shall be referred to as the “Term”. 7.3 Termination. Neither party shall have the right to terminate this Agreement without cause. If either party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after notice by the non-breaching party (ten (10) days in the case of non-payment), the non-breaching party may terminate this Agreement. 7.4 Effect of Termination. (a) In General. Upon termination pursuant to Section 7.3 or expiration of this Agreement pursuant to Section 7.1: (a) Customer shall pay in full for all Software Services and Professional Services performed up to and including the effective date of termination or expiration, (b) all Software Services provided to Customer hereunder shall immediately terminate; and (c) each party shall return to the other party or, at the other party’s option, destroy all Confidential Information of the other party in its possession. (b) Deletion of Customer Data. Unless otherwise requested pursuant to this Section 7.4(b), upon the expiration or termination of this Agreement the Customer Data, excluding any Insights, shall be deleted pursuant to OpenGov’s standard data deletion and retention practices. Upon written request, Customer may request deletion of Customer Data, excluding any Insights, prior to the date of termination or expiration of this Agreement. Such request must be addressed to “OpenGov Vice President, Customer Success” at OpenGov’s address for notice described at Section 10.
Item: 6
46 55136.00000\40920022.1
OPENGOV SOFTWARE SERVICES AGREEMENT
Rev. 2018.01_210428_Lake Forest
7.5 Survival. The following sections of this Agreement shall survive termination: Section 5 (Confidentiality), Section 6 (Payment of Fees), Section 7.4(b) (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability) and Section 10 (Miscellaneous). 8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER 8.1 By OpenGov. (a) General Warranty. OpenGov represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related statement of work and generally prevailing industry standards. For any breach of the Professional Services warranty, Customer’s exclusive remedy and OpenGov’s entire liability will be the re-performance of the applicable services. If OpenGov is unable to re-perform all such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must make any claim under the foregoing warranty to OpenGov in writing within ninety (90) days of performance of such work in order to receive such warranty remedies. (b) Software Services Warranty. OpenGov further represents and warrants that for a period of ninety (90) days, the Software Services will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any Software Services that have been used in a manner other than as set forth in the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software Services will be uninterrupted or error-free. Any claim submitted under this Section 8.1(b) must be submitted in writing to OpenGov during the Term. OpenGov’s entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the pre-paid, unused portion of the Fee for such Software Services. 8.2 By Customer. Customer represents and warrants that (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) OpenGov’s use of the Customer Data pursuant to this Agreement will not infringe, violate or misappropriate the Intellectual Property Rights of any third party. 8.3 Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED “AS IS” AND OPENGOV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 9. LIMITATION OF LIABILITY 9.1 By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND SUCH PARTY’S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 9.2 By Amount. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO OPENGOV (OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. 9.3 Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and 9.2 above do not apply to, and each party accepts liability to the other for: (a) claims based on either party’s intentional breach of its obligations set forth in Section 5 (Confidentiality), (b) claims arising out of fraud or willful misconduct by either party and (c) either party’s unauthorized use, distribution, or disclosure of the other party’s intellectual property.
Item: 6
47 55136.00000\40920022.1
OPENGOV SOFTWARE SERVICES AGREEMENT
Rev. 2018.01_210428_Lake Forest
9.4 No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to Customer. 10. MISCELLANEOUS10.1 Logo Use. OpenGov shall have the right to use and display Customer’s logos and trade names for marketing and promotional purposes in connection with OpenGov’s website and marketing materials, subject to Customer’s trademark usage guidelines provided to OpenGov. 10.2 Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone communications. However, for notices, including legal notices, required by the Agreement (in Sections where the word “notice” appears) the parties must communicate more formally in a writing given by personal delivery, by pre-paid first-class mail or by overnight courier to the address specified in the most recent Order Form (or such other address as may be specified in writing in accordance with this Section). 10.3 Anti-corruption. OpenGov has not offered or provided any bribe, kickback, illegal or improper payment, gift, or thing of value to any Customer personnel in connection with the Agreement, other than reasonable gifts and entertainment provided Customer in the ordinary course of business. If OpenGov become aware of any violation of the above restriction then OpenGov shall promptly notify Customer. 10.4 Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party’s intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy. 10.5 Force Majeure. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third-party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from performing. 10.6 Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. There are no third-party beneficiaries to this Agreement. 10.7 Assignment. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to: (i) its corporate affiliate; or (ii) any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement shall inure to the benefit of and bind each party’s permitted assigns and successors. 10.8 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect. 10.9 Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. 10.10 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent jurisdiction located in San Mateo County, California, and the parties hereby submit to the personal jurisdiction and venue therein.
Item: 6
48 55136.00000\40920022.1
OPENGOV SOFTWARE SERVICES AGREEMENT
Rev. 2018.01_210428_Lake Forest
10.11 Complete Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. [SIGNATURE PAGE TO FOLLOW] Item: 6
49 55136.00000\40920022.1
OPENGOV SOFTWARE SERVICES AGREEMENT
Rev. 2018.01_210428_Lake Forest
Signatures Customer: City of Lake Forest, CA OPENGOV, INC. Signature: Signature: Name: Name: Title: Title:Date: Date: [SIGNATURE PAGE TO OPENGOV SOFTWARE SERVICES AGREEMENT] Item: 6
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71 OpenGov Inc.
660 3rd Street, Suite 100
San Francisco, CA 94107
United States
Order Form Number: Q-10290 Prepared By: Samantha Lovewell Created On: 10/14/2025 Email: [email protected] Order Form Expiration: 12/31/2025 Contract Term: 12 Months Subscription Start Date: 01/01/2026
Subscription End Date: 12/31/2026
Customer Information:
Customer: City of Lake Forest, CA Contact Name: John Meza Bill To/Ship To: 25550 Commercentre Dr Email: [email protected] Lake Forest, California Phone: (949)282-5223
92630
United States
Order Details:
Billing Frequency: Prepaid
Payment Terms: Net 30 Days
SOFTWARE SERVICES:
Product Name Start Date End Date Annual Fee
OpenGov Core Procurement and Contracts 01/01/2026 12/31/2026 $17,020.49
Customer Billing/Service Periods:
Period: Total:
01/01/2026 $17,020.49
Order Form Legal Terms:
This Order Form incorporates the OpenGov Master Services Agreement ("MSA") attached here or available at https://opengov.com/terms-of-service/master-services-agreement/.
The "Agreement" between OpenGov and the entity identified above ("Customer") consists of the Order Form, MSA, and, if Professional Services are purchased, the Statement of Work.
Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in advance, 30 days from receipt of the invoice.
Docusign Envelope ID: 19BECF7E-E27E-45EF-8A66-EE392395E2AD Docusign Envelope ID: 3D7B21B8-F1E9-48AA-B03A-C31CB60D02EF Item: 6
72 By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by the Agreement. Each party’s acceptance of this Agreement is conditional upon the other’s acceptance of the Agreement to the exclusion of all other terms
City of Lake Forest, CA:
OpenGov, Inc.
Signature:
____________________________
Signature:
____________________________
Name:
____________________________
Name:
____________________________
Title:
____________________________
Title:
____________________________
Date:
____________________________
Date:
____________________________
Docusign Envelope ID: 19BECF7E-E27E-45EF-8A66-EE392395E2AD Sam Kramer
10/16/2025
CFO
Docusign Envelope ID: 3D7B21B8-F1E9-48AA-B03A-C31CB60D02EF Approved as to Form:
Best Best & Krieger
City Attorney
10/23/2025
Mayor
Scott Voigts
Attest:
Thy Merritt
City Clerk
Item: 6
73 Attachment 4
Item: 6
74 OpenGov Inc.
660 3rd Street, Suite 100
San Francisco, CA 94107
United States
Order Form Number: Q-19998 Prepared By: Samantha Lovewell Created On: 08/25/2026 Email: [email protected] Order Form Expiration: 09/24/2026 Contract Term: 12 Months Subscription Start Date: 01/01/2027
Subscription End Date: 12/31/2027
Customer Information:
Customer: City of Lake Forest, CA Contact Name: John Meza Bill To/Ship To: 25550 Commercentre Dr Email: [email protected] Lake Forest, California Phone: 9492825223
92630
United States
Order Details:
Billing Frequency: Prepaid
Payment Terms: Net 30 Days
SOFTWARE SERVICES:
Product Name Start Date End Date Annual Fee
OpenGov Core Procurement and
Contracts 01/01/2027 12/31/2027 $17,871.52
Customer Billing/Service Periods:
Period: Total:
01/01/2027 $17,871.52
Order Form Legal Terms:
This Order Form incorporates the OpenGov Master Services Agreement ("MSA") attached here or available at https://opengov.com/terms-of-service/master-services-agreement/. The "Agreement" between OpenGov and the entity identified above ("Customer") consists of the Order Form, MSA, and, if Professional Services are purchased, the Statement of Work. Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in advance, 30 days from receipt of the invoice. By signing this Agreement, Customer acknowledges that it has been reviewed, and agrees to be legally bound by the Agreement. Each party’s acceptance of this Agreement is conditional upon the other’s acceptance of the Agreement to the exclusion of all other terms.
City of Lake Forest, CA:
OpenGov, Inc.
Signature:
____________________________
Signature:
____________________________
Docusign Envelope ID: 663542EB-5601-8B38-82D3-A40261F8AF7C Item: 6
75 Name:
____________________________
Name:
____________________________
Title:
____________________________
Title:
____________________________
Date:
____________________________
Date:
____________________________
Docusign Envelope ID: 663542EB-5601-8B38-82D3-A40261F8AF7C Sam Kramer
CFO
8/25/2026
Item: 6
76 CITY COUNCIL AGENDA REPORT
MEETING DATE: 09/17/2026
DEPARTMENT: City Clerk
SUBJECT:
FIRST AMENDMENT TO THE AGREEMENT WITH MATRIX IMAGING
PRODUCTS, INC FOR SCANNING AND IMAGING SERVICES
RECOMMENDED ACTION(S):
1. Approve the First Amendment to the Professional Consultant Services Agreement with Matrix Imaging Products, Inc. for professional scanning and imaging consulting services.
2. Authorize the Mayor to sign, and the City Clerk to attest, the First Amendment to the Agreement with Matrix Imaging Products, Inc., substantially in the form attached.
EXECUTIVE SUMMARY:
On October 9, 2023, the City of Lake Forest (“City”) entered into a Professional Consultant Services Agreement (“Agreement”) with Matrix Imaging Products, Inc. (“Matrix”) for certain electronic document imaging and scanning consulting services. The Agreement includes an initial three-year term set to expire October 8, 2026, and a not-to-exceed compensation set at $46,832 (Attachment 1). The City continues to be technologically forward by providing residents with access to digital documentation of building permits and plans, agendas and minutes, and various other public documents. This requires a large volume of documents to be scanned and digitized into the City’s electronic document system.
The services provided by Matrix, which include scanning and indexing of paper records, Optical Character Recognition (“OCR”), which allows for text to be searchable/editable, and document pickup and return, accommodates this large volume of documents in an effective manner. The proposed First Amendment to the Agreement (“proposed First Amendment”) would extend the term of the Agreement for an additional one-year term from October 9, 2026, through October 8, 2027, and increase the not-to-exceed compensation to $92,138.50 (Attachment 2). Staff recommend the City Council approve the proposed First Amendment to the Agreement.
Item: 7
77 BACKGROUND:
As part of the City’s Strategic Business Plan (“Strategic Plan”) for Fiscal Years (“FY”) 2025-26 through 2031-32, Goal B prioritizes that, “Our connected City is informed, engaged, and technology current.” Being technologically current encompasses providing technologies that ensure an efficient means for the public to remain engaged and access public information. Aligned with this Goal, staff procured a new document retention system, which required scanning services to accommodate and support the City’s transition from paper to electronic documents.
Staff issued a Request for Proposals for professional scanning and imaging consulting services and Matrix was found to be the most qualified firm. Under the City’s Purchasing and Contracting Guidelines (“Guidelines”), the City Manager may approve a professional consultant services agreement with a total compensation of less than $50,000. On October 9, 2023, the City entered into the Agreement with Matrix for certain electronic document imaging and scanning consulting services. The Agreement includes an initial three-year term set to expire October 8, 2026, and a total not-to-exceed compensation of $46,832.
Document imaging and scanning services are continually utilized Citywide to maintain the City’s electronic document management system and the public’s access to information.
DISCUSSION:
Matrix Agreement
The City continues to be technologically forward by providing residents with access to digital documentation of building permits and plans, agendas and minutes, and various other public documents. This requires a large volume of documents to be scanned and digitized into the City’s electronic document system. The services provided by Matrix, which include scanning and indexing, scanning of paper records, OCR, and document pickup and return, accommodates this large volume of documents in an effective manner.
The initial three-year term for the Agreement with Matrix is set to expire on October 8, 2026. In the first three years, the City saw an increase in documents needing to be scanned and digitized. Due to an administrative oversight, efforts to digitize Community Development paper documents were implemented prior to amending the Agreement to increase the not-to-exceed compensation. As a result of the number of documents included in this effort, spending on scanning services exceeded the not-to-exceed amount of the Agreement by $18,206.50.
The proposed First Amendment adds an additional $45,306.50 contract capacity to cover both the overage and future scanning services. Table 1 illustrates the Item: 7
78 costs each year for scanning services, with a notable spike in documents scanned in FY 2024-2025 due to the City’s efforts to digitize Community Development paper documents, and projected figures for scanning services in FY 26-27.
Table 1: Scanning Service Costs per FY
Fiscal Year # of Documents Scanned Cost
23-24 80,389 $14,873.60
24-25 153,429 $37,700.52
25-26 24,716 $12,464.38
26-27 Projected 30,000 Projected $27,100
Total $92,138.50
Under the City’s Guidelines, amendments to professional consulting services agreements that exceed $50,000 in total compensation must be approved by the City Council. The proposed First Amendment to the Agreement would exercise the one-year term extension and increase the not-to-exceed compensation to $92,138.50. The Agreement has one, one-year term extension remaining.
Vendor Performance Review
The table below provides an overall summary of the consultant’s performance since the inception of the Agreement. During the term of the Agreement, Matrix provided satisfactory performance of services, timeliness in response to staff inquiries, and overall customer service. The City continues to utilize Matrix’s services for core operations related to scanning and digitizing public documents and extending the term of the Agreement would provide continuity of services.
The City’s Guidelines allow for an extension of the terms based on performance.
Table 2: Vendor Performance
Matrix– October 9, 2023 – June 30, 2026
Rating Category Unsatisfied – Very Satisfied
Performance of Scope of
Services: ☐Unsatisfied ☐Satisfied ☒Very Satisfied ☐N/A Timeliness: ☐Unsatisfied ☒Satisfied ☐Very Satisfied ☐N/A Budget Performance: ☐Unsatisfied ☒Satisfied ☐Very Satisfied ☐N/A Customer Service: ☐Unsatisfied ☒Satisfied ☐Very Satisfied ☐ N/A Staff recommend the City Council approve the proposed First Amendment to the Agreement, extending the term by one-year until October 8, 2027, and increasing the total not-to-exceed compensation to $92,138.50. The proposed First Amendment to the Agreement was prepared by the City Clerk’s Office and has been reviewed and approved by the Finance Department and the City Attorney as to form.
Item: 7
79 FISCAL IMPACT:
Approving the First Amendment would add $45,306.50 in contract compensation for document scanning and related consulting services. There are sufficient funds in FY 2026-27 to cover the cost of the recommended action.
ATTACHMENTS:
1. Professional Consultant Services Agreement with Matrix
2. First Amendment to Agreement with Matrix
Initiated By: Thy Merritt, City Clerk
Submitted By: Thy Merritt, City Clerk
Approved By: Debra Rose, City Manager
Item: 7
80 ATTACHMENT 1
Item: 7
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CITY OF LAKE FOREST
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
1. PARTIESAND DATE.
This Agreement is made and entered into this [*** INSERT DAY***] day of [*** INSERT MONTH***], [*** INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, California, 92630 (" City") and Matrix Imaging Products, Inc., a California corporation, with its principal place of business at 18445 Amistad Street, Fountain Valley, CA 92708 (" Consultant"). City and Consultant are sometimes individually referred to herein as " Party" and collectively as " Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional scanning and imaging consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional scanning and imaging consulting services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such professional scanning and imaging consulting services for the scanning and imaging services project (" Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional scanning and imaging consulting services necessary for the Project (" Services"). The Services are more particularly described in Exhibit " A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from October 9, 2023 to October 8, 2026, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two ( 2) additional one- year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
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October
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3.2 Responsibilities of Consultant.
3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant' s exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant' s officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit " B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant' s conformance with the Schedule, City shall respond to Consultant' s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: James Linhart, CEO.
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3.2.5 City' s Representative. The City hereby designates Debra Rose, City Manager, or her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement (" City' s Representative"). City' s Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City' s behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant' s total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City' s Representative or his/ her designee.
3.2.6 Consultant' s Representative. Consultant hereby designates James Linhart, CEO, or his designee, to act as its representative for the performance of this Agreement Consultant' s Representative"). Consultant' s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant' s Representative shall supervise and direct the Services, using his/ her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City' s staff, consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement.
As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant' s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub- consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/ OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions DocuSign Envelope ID: 90C89738- 87F6- 47A5- BAE7- 7781226229F6 Item: 7
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of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.10 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: ( A) adequate life protection and lifesaving equipment and procedures; ( B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and ( C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.2.11 Insurance. Consultant agrees to procure and maintain, at Consultant’ s expense all insurance specified in Exhibit “ D” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.
3.2.12 Water Quality Management and Compliance.
3.2.12.1 Storm Water Management. Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising from such waters, and assumes any and all risks and liabilities arising therefrom.
3.2.12.2 Compliance with Water Quality Laws, Ordinances and Regulations. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act ( 33 U.S.C. § 1251, et seq.); the California Porter- Cologne Water Quality Control Act ( Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.
3.2.12.3 Compliance with DAMP and LIP. In addition to compliance with the laws, ordinances and regulations listed in Section 3.2.12. 2 of this Agreement, Consultant must comply with all applicable requirements of the Orange County Drainage Area Management Plan DAMP”), the City of Lake Forest Local Implementation Plan (“ LIP”) and the applicable Water Quality Management Plan (“WQMP”). The DAMP contains requirements related to design and construction of public projects. Consultant must be familiar the DAMP, and the LIP and comply with the requirements as specified therein.
A copy of the DAMP is available on the internet at:
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https://media. ocgov.com/gov/pw/watersheds/ documents/ damp/ default.asp A copy of the LIP is available on the internet at:
http://www.lakeforestca.gov/depts/pw/water/local_implementation_ plan_%28lip%29.asp More information on the applicable WQMP is available on the internet at:
http://www.lakeforestca.gov/depts/pw/water/water_quality_management_plan_(wqmp).asp
3.2.12.4 Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Sections 3.2.12. 2 and 3.2.12. 3 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.
3.2.12.5 Liability for Non- compliance.
A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Sections 3.2.12. 2 and 3.2.12.3 of this Agreement is a violation of federal and state law. Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant’ s failure to comply with any applicable water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity.
C) Damages: City may seek damages from Consultant for
delay in completing the Services caused by Consultant’ s failure to comply with the laws, regulations and policies described in Sections 3.2.12. 2 and 3.2.12.3 of this Agreement, or any other relevant water quality law, regulation, or policy.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit " C" attached hereto and incorporated herein by reference. The total compensation shall not exceed FORTY- SIX THOUSAND EIGHT HUNDRED THIRTY- TWO DOLLARS ($ 46,832. 00) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
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3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.
City shall, within 30 days of receiving such invoice, review the invoice and pay all non- disputed and approved charges thereon. If the City disputes any of Consultant' s fees, the City shall give written notice to Consultant within thirty ( 30) days of receipt of an invoice of any disputed fees set forth therein.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit " C" of this Agreement.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, " Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.
3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “ C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”
3.4 Labor Code Requirements.
3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (" Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on " public works" and " maintenance" projects. Since the Services are being performed as part of an applicable " public works" or maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is 1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant' s principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777. 5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4.2 Registration. If the Services are being performed as part of an applicable public works” or “maintenance” project, in addition to the foregoing, then pursuant to Labor Code sections 1725. 5 and 1771. 1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“ DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Contractor’ s sole responsibility to comply with all applicable registration and labor compliance requirements, including the DocuSign Envelope ID: 90C89738- 87F6- 47A5- BAE7- 7781226229F6 Item: 7
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submission of payroll records directly to the DIR.
3.5 Accounting Records.
3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three ( 3) years from the date of final payment under this Agreement.
3.6 General Provisions.
3.6.1 Termination of Agreement.
3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven ( 7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.
3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen ( 15) days of the request.
3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.6.1.4 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant: Matrix Imaging Products, Inc.
18445 Amistad Street
Fountain Valley, CA 92708
ATTN: James Linhart – CEO
City: City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
ATTN: City Clerk
Such notice shall be deemed made when personally delivered or when mailed, forty- eight ( 48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its DocuSign Envelope ID: 90C89738- 87F6- 47A5- BAE7- 7781226229F6 Item: 7
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applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.6.2 Ownership of Materials and Confidentiality.
3.6.2.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (" Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.
Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City' s sole risk.
3.6.2.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City' s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.6.2.3 Confidential Information. The City shall refrain from releasing Consultant’ s proprietary information (" Proprietary Information") unless the City' s legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.
Consultant shall have five ( 5) working days after receipt of the Release Notice to give City written notice of Consultant' s objection to the City' s release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense ( including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: ( 1) Consultant fails to fully indemnify, defend ( with City' s choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/ or ( 2) a final and non- appealable order by a court of competent jurisdiction requires that City release such information.
3.6.3 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, DocuSign Envelope ID: 90C89738- 87F6- 47A5- BAE7- 7781226229F6 Item: 7
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appropriate or convenient to attain the purposes of this Agreement.
3.6.4 Attorney' s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney' s fees and all other costs of such action.
3.6.5 Indemnification.
To the fullest extent permitted by law, Consultant shall defend ( with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant' s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant' s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents or volunteers.
If Consultant’ s obligation to defend, indemnify, and/ or hold harmless arises out of Consultant’ s performance as a “design professional” ( as that term is defined under Civil Code section 2782. 8), then, and only to the extent required by Civil Code section 2782. 8, which is fully incorporated herein, Consultant’ s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’ s liability for such claim, including the cost to defend, shall not exceed the Consultant’ s proportionate percentage of fault.
3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
3.6.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.
3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.6.9 City' s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.6.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.6.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, DocuSign Envelope ID: 90C89738- 87F6- 47A5- BAE7- 7781226229F6 Item: 7
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hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.6.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, 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. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, 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.
3.6.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.14 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 rights by custom, estoppel, or otherwise.
3.6.15 No Third- Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.6.16 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.
3.6.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.18 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City' s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.6.19 Labor Certification. By its signature hereunder, Consultant certifies that it DocuSign Envelope ID: 90C89738- 87F6- 47A5- BAE7- 7781226229F6 Item: 7
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is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker' s Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.6.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.6.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.7 Subcontracting.
3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
DocuSign Envelope ID: 90C89738- 87F6- 47A5- BAE7- 7781226229F6 Item: 7
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CITY OF LAKE FOREST MATRIX IMAGING PRODUCTS, INC.
By: AUTHORIZED CITY SIGNATURE] By: VENDOR SIGNATURE 1]
Debra Rose
City Manager
James Linhart
CEO
If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary OR Treasurer REQUIRED]
ATTEST:
By: VENDOR SIGNATURE 2]
Ed Berkowitz
Vice President
By: CITY CLERK SIGNATURE]
Lisa Berglund
City Clerk
APPROVED AS TO FORM:
By: CITY ATTORNEY SIGNATURE]
Best Best & Krieger LLP
City Attorney
CONTRACT ADMINISTRATOR APPROVAL]
PROJECT MANAGER APPROVAL]
CITY CLERK - INSURANCE APPROVAL]
DocuSign Envelope ID: 90C89738- 87F6- 47A5- BAE7- 7781226229F6 Item: 7
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Exhibit “ A”-1
EXHIBIT " A"
SCOPE OF SERVICES
Consultant shall perform the following services:
300, 000 pages – up to 11x17”
4,800 pages – Size C
4,800 pages – Size D
4,800 pages – Size E
Document prep fee
Indexing for 3,800 building permit files
Indexing for 1,200 building reports files
Indexing for 1,000 building plans files
Number of fields to be indexed per record:
6 Dropdown boxes
8 text fields
1 date field
Pickup and Delivery fee ( based on 1 pickup and 1 delivery) DocuSign Envelope ID: 90C89738- 87F6- 47A5- BAE7- 7781226229F6 Item: 7
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Exhibit “ B”-1
EXHIBIT " B"
SCHEDULE OF SERVICES
Consultant shall provide the services described in Exhibit “A” Scope of Services as directed by the City.
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Exhibit “ C”-1
EXHIBIT " C"
COMPENSATION
Consultant shall be paid for services rendered in accordance with Section 3.3 of the Agreement, as described above under Exhibit “ A” Scope of Services, the not to exceed fee of forty- six thousand eight hundred thirty- two dollars ($ 46,832. 00) based on the rates listed below.
Description Estimated
Quantity
Rate Estimated
Amount
Scanning Cost ( up to 11x17 size
documents) – Per Image
300, 000 $ 0.04 $ 12,000. 00
Scanning Large Format Cost ( C size
and larger) – Per Image
14, 400 $ 0.78 $ 11,232. 00
Document preparation, indexing, and
Quality Control – Per Hour
800 $ 25. 00 $ 20,000. 00
Document / File Upload to Laserfiche 24 $ 125. 00 $ 3,000. 00 Pickup and Delivery ( based on 1 pickup
and 1 delivery)
12 $ 50. 00 $ 600. 00
Estimated Total $ 46, 832. 00
In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles- Riverside- Orange Counties.
DocuSign Envelope ID: 90C89738- 87F6- 47A5- BAE7- 7781226229F6 Item: 7
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Exhibit “ D”-1
EXHIBIT “ D”
INSURANCE REQUIREMENTS
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.
3.2.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office " occurrence" form CG 0001, or the exact equivalent, with limits of not less than $ 1,000, 000 per occurrence and no less than $ 2,000, 000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions ( 1) limiting coverage for contractual liability; ( 2) excluding coverage for claims or suits by one insured against another ( cross- liability); or ( 3) containing any other exclusion( s) contrary to the terms or purposes of this Agreement.
B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering Any Auto" ( Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $ 1,000, 000 combined limit for each occurrence.
C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer' s Liability Insurance with a limit of not less than $ 1,000, 000 per accident for bodily injury and disease.
D) Professional Liability ( Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’ s profession with limits of not less than $ 1,000, 000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed ( for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims- made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three ( 3) years from termination or expiration of this Agreement.
3.2.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
A) Commercial General Liability:
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Exhibit “ D”-2
1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not ( 1) be
restricted to " ongoing operations"; ( 2) exclude " contractual liability"; ( 3) restrict coverage to " sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 ( or endorsements providing the exact same coverage) to effectuate this requirement. 2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.
B) Automobile Liability:
C) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.
3.2.11.4 Professional Liability ( Errors & Omissions):
A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.
B) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
3.2.11.5 Workers' Compensation:
A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.
B) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
3.2.11.6 Primary and Non- Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self- insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.2.11.7 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to DocuSign Envelope ID: 90C89738- 87F6- 47A5- BAE7- 7781226229F6 Item: 7
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Exhibit “ D”-3
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
3.2.11.8 Deductibles and Self- Insured Retentions. Any deductible or self- insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self- insured retention.
3.2.11.9 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen ( 15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten ( 10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
3.2.11.10 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.
3.2.11.11 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best' s rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
3.2.11.12 Enforcement of Agreement Provisions ( non estoppel).
Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non- compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
3.2.11.13 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
3.2.11.14 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant' s policies, or the Consultant shall be responsible for causing DocuSign Envelope ID: 90C89738- 87F6- 47A5- BAE7- 7781226229F6 Item: 7
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Exhibit “ D”-4
subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant' s policies. All policies of Commercial General Liability insurance provided by Consultant’ s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’ s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
DocuSign Envelope ID: 90C89738- 87F6- 47A5- BAE7- 7781226229F6 Item: 7
100
SCANNING AND IMAGING CONSULTING SERVICES
(2023-054.1)
City of Lake Forest
100 Civic Center Dr.
Lake Forest, CA 92630
Docusign Envelope ID: 43FEF443-7527-8BA8-83F6-22C2A7502553 Item: 7
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City of Lake Forest
First Amendment to Professional Consultant Services Agreement Scanning and Imaging Consulting Services
I. PARTIES AND DATE. ................................ ................................ ..............
II. RECITALS. ................................ ................................ ..............................
III. TERMS................................. ................................ ................................ ..
IV. SIGNATURES. ................................ ................................ ........................
V. EXHIBIT "C" - COMPENSATION ................................ ..............................
Docusign Envelope ID: 43FEF443-7527-8BA8-83F6-22C2A7502553 Item: 7
102
Title: Scanning and Imaging Consulting Services
3 1. PARTIES AND DATE.
This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, California 92630 (“City”) and Matrix Imaging Products, Inc, a California Corporation (Inc.) , with its principal place of business at 18445 Amistad Street, Fountain Valley, CA 92708 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: 43FEF443-7527-8BA8-83F6-22C2A7502553 Item: 7
103
Title: Scanning and Imaging Consulting Services
4 2. RECITALS.
2.1. Agreement
The Parties entered into that certain Agreement for professional scanning and imaging consulting services dated October 9,2023 (“Agreement”).
2.2. First Amendment
The Parties now desire to amend the Agreement in order to extend the term of the Agreement and increase the total amount of compensation under the Agreement.
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Title: Scanning and Imaging Consulting Services
5 3. TERMS.
3.1. Term.
Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows:
The term of this Agreement shall be from October 9, 2023 to October 8, 2027, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than one (1) additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
3.2. Compensation.
Section 3.3.1 of the Agreement is hereby amended in its entirety to read as follows:
Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed NINETY-TWO THOUSAND ONE HUNDRED THIRTY-EIGHT DOLLARS AND FIFTY CENTS ($92,138.50) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3. Remaining Provisions of Agreement.
Except as otherwise specifically set forth in this First Amendment, the remaining provisions of the Agreement shall remain in full force and effect.
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105
Title: Scanning and Imaging Consulting Services
6 4. SIGNATURES.
4.1. SIGNATURES.
CITY OF LAKE FOREST Matrix Imaging Products, Inc
By: [AUTHORIZED CITY SIGNATURE]
Robert Pequeño
Mayor
By: [VENDOR SIGNATURE 1]
James Linhart
CEO
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:
By: [CITY CLERK SIGNATURE]
Thy Merritt
City Clerk
By: [VENDOR SIGNATURE 2]
Ed Berkowitz
Vice President
APPROVED AS TO FORM:
By: [CITY ATTORNEY SIGNATURE]
Best Best & Krieger LLP
City Attorney
[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
Docusign Envelope ID: 43FEF443-7527-8BA8-83F6-22C2A7502553 Item: 7
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Title: Scanning and Imaging Consulting Services
7 5. EXHIBIT "C" - COMPENSATION
5.1. EXHIBIT "C" - COMPENSATION
Consultant shall be paid for services in accordance with Section 3.3 of the Agreement and as described above under Exhibit “A” Scope of Services and the not to exceed fee of NINETY-TWO THOUSAND ONE HUNDRED THIRTY-EIGHT DOLLARS AND FIFTY CENTS ($92,138.50) based on the rates listed below.
Description
Rate
(Years 1-4)
Scanning Cost (up to 11x17 size documents) – Per Image $ 0.04 Scanning Large Format Cost (C size and larger) – Per Image $ 0.78 Document preparation, indexing, and Quality Control – Per Hour $ 25.00 Document / File Upload to Laserfiche $125.00
Pickup and Delivery (based on 1 pickup and 1 delivery) $ 50.00
In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles-Long Beach-Anaheim.
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 9/17/2026
DEPARTMENT: Finance
SUBJECT:
TYLER TECHNOLOGIES ENTERPRISE SOFTWARE SERVICES
RECOMMENDED ACTION(S):
1. Approve the continued use of Tyler Technologies, Inc. (“Tyler”) as the City of Lake Forest’s (“City”) Enterprise Resource Planning software provider through December 7, 2031; and
2. Authorize the City Manager to approve additional Tyler ERP modules within the City Manager’s informal purchasing authority of $50,000 and available budget appropriations.
EXECUTIVE SUMMARY:
The City utilizes multiple software products provided by Tyler to support financial management, permitting and licensing, electronic document management, code case management, payment processing, and public-facing digital services. The City’s Enterprise Resource Planning (“ERP”) system, ERP Pro 10, was competitively procured in 2021 through a process that included six proposals, technical review, interviews, and cost analysis, with Tyler receiving the highest overall ranking.
The City's Software as a Service Agreement ("Agreement") with Tyler automatically renews in successive one-year terms unless terminated in accordance with the Agreement, and no City Council action is required for services to continue. As the initial five-year term concludes, staff are nonetheless bringing this item forward consistent with the City's Purchasing and Contracting Guidelines and recommend authorizing a five-year commitment for continued use of Tyler as the City's ERP provider through December 7, 2031. Maintaining the existing platform will provide operational continuity and allow staff to continue optimizing a system that is integrated into the City's financial and administrative operations.
Staff also recommend authorizing the City Manager to approve additional modules and functionality that integrate with ERP Pro 10 when operational needs are identified, provided each acquisition does not exceed the City Manager's informal purchasing authority of $50,000 and sufficient funding is available within Item: 8
108
the City Council-approved budget. This authority would allow incremental enhancements to the existing ERP system without requiring separate City Council approval for each individual module.
BACKGROUND:
The City has a long history of utilizing Tyler financial software. Shortly after incorporation in 1991, the City implemented Tyler’s Fund Balance financial software for general ledger, accounts payable, and cash receipt functions. By 2021, limitations in the legacy system required significant manual processing and limited the City’s ability to take advantage of modern reporting, workflow, and information-sharing capabilities. Modernization of the City’s financial management system was therefore identified as an initiative in the City’s Strategic Business Plan.
In September 2021, the City issued a Request for Proposals for ERP software and implementation services. Six proposals were received and evaluated by a multi-department selection committee through technical reviews, qualification interviews, and cost analyses. Tyler received the highest overall ranking, and on December 7, 2021, the City Council awarded Tyler a five-year Software as a Service Agreement for ERP software and implementation services.
Since that time, the City has implemented ERP Pro 10 and expanded its use of Tyler products to support additional City operations. The City currently utilizes Tyler software for financial management and accounting, invoice approvals, electronic document management, enterprise permitting and licensing, online payment processing, code case management, and the City’s public-facing mobile application. Additional information regarding the City’s current Tyler products and annual costs is provided in the Discussion section.
The Agreement provides for automatic renewal in successive one-year terms unless either party provides written notice of termination at least 60 days before the end of the then-current term. The Agreement also establishes a process for the City to purchase additional Tyler products and services through mutually agreed addenda without the need to enter into a new master agreement.
DISCUSSION:
Current Tyler Products
The City currently utilizes multiple Tyler software products across several departments. For context, Table 1 provides a comprehensive view of the City's current Tyler software portfolio and annual costs.
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Table 1: Current Tyler Products
Tyler Product Primary Function Current Annual
Cost
ERP Pro 10 Financial Management and
Accounting
$24,894
Invoice Approvals Electronic invoice routing and
approval workflow
$7,875
Content Manager Electronic document and
content management
$14,738
Enterprise Permitting
& Licensing (EPL)
Permitting, plan review,
inspections and code
enforcement
$170,496
Tyler Payments Online payment processing
and payment integration
$540
My Civic City mobile application/public
engagement
$8,443
Tyler University Training and system support $990
ANNUAL TOTAL $227,976
The products identified above are governed by existing agreements and renewal provisions, as applicable. The recommended actions do not establish new agreements or modify the existing renewal terms for these services.
Continued Use of ERP Pro 10
ERP Pro 10 serves as the City’s primary financial management system and supports functions including general ledger, budgeting, and accounts payable, and has the capacity to include modules for accounts receivable, purchasing, payroll, and other financial processes. Since implementation, the system has become integrated into the City’s financial and administrative operations, including related workflows, interfaces, reporting, data, and business processes.
Replacing an ERP system requires considerably more effort than procuring a new software subscription. A replacement would require a comprehensive procurement and implementation process involving data conversion, system configuration, integrations, testing, staff training, and business-process changes across multiple City departments.
At this time, staff does not recommend initiating a replacement procurement.
ERP Pro 10 continues to support the City's operational needs, and maintaining the existing platform will allow staff to focus resources on continued system optimization, integration, and improved use of existing functionality.
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Five-Year Planning
The initial five-year term of the Agreement concludes in December 2026.
Although the Agreement renews automatically in one-year increments, staff recommend authorizing a five-year commitment for the City’s continued use of Tyler as its ERP provider through December 7, 2031. This approach provides a defined period for continued investment and optimization of the ERP system without requiring a new master agreement or obligating the City beyond amounts appropriated through the annual budget process.
The City retains the ability to terminate services in accordance with the Agreement should its operational needs change during this period.
Additional ERP Modules and Functionality
As the City continues to utilize and optimize ERP Pro 10, staff may identify additional modules or functionality that would improve existing business processes. Tyler offers modules that integrate directly with the City's existing ERP environment and expand functionality in areas such as project accounting, contracts, purchasing, and other financial operations.
Because these modules are extensions of the City’s existing ERP platform rather than separate stand-alone software systems, staff recommend authorizing the City Manager to approve individual ERP modules and associated implementation or professional services within the City Manager’s informal purchasing authority of $50,000 under the City’s Purchasing and Contracting Guidelines, provided sufficient funding is available within the City Council-approved budget. Each module or related service would be treated as an individual acquisition for purposes of this authorization. Acquisitions exceeding the City Manager’s informal purchasing authority would continue to require City Council approval.
FISCAL IMPACT:
There is sufficient funding in the Fiscal Year 2026-27 budget for the recommended action.
Costs associated with future ERP modules or related services authorized by the City Manager would be required to be funded within existing City Council- approved budget appropriations or through a separately approved budget amendment. Ongoing Tyler subscription, licensing, maintenance, and related costs will continue to be incorporated into future operating budgets for City Council consideration and approval.
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ATTACHMENTS:
Tyler Technologies Software as a Service Agreement
Initiated By: Amy Lewis, Assistant Director of Finance
Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
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ATTACHMENT
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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 Services 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 Lake Forest, California.
“Data” means your data necessary to utilize the Tyler Software. “Data Storage Capacity” means the contracted amount of storage capacity for your Data identified in the Investment Summary.
“Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation.
“Defined Users” means the number of users that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A contains EnerGov labeled software, defined users mean the maximum number of named users that are authorized to use the EnerGov labeled modules as indicated in the Investment Summary.
“Developer” means a third party who owns the intellectual property rights to Third Party Software.
“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.
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2 “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 D.
“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. “Tyler” means Tyler Technologies, Inc., a Delaware corporation. “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.
“we”, “us”, “our” and similar terms mean Tyler.
“you” and similar terms mean Client.
SECTION B – LICENSE RIGHTS AND SAAS SERVICES
1. Rights Granted.
1.1 We grant to you a license to use the Tyler Software, if and listed in the Investment Summary, for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use Item: 8
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3 only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement including, without limitation, Section B(4). We will make any such software available to you for download.
1.2 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(9).
2. SaaS Fees. You agree to pay us the license fees and SaaS Fees. Those amounts are payable in accordance with our Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount of Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s).
3. Ownership.
3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.
3.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only.
3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services.
4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement.
5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in Section C(9), below, the SLA and our then current Support Call Process.
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4 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. 18. 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. In either event, databases containing your Data will be dedicated to you and inaccessible to our other customers.
6.3 Our Tyler data centers have fully-redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event of a data center failure, we reserve the right to employ our disaster recovery plan for resumption of the SaaS Services. In that event, we commit to a Recovery Point Objective (“RPO”) of 24 hours and a Recovery Time Objective (“RTO”) of 24 hours. RPO represents the maximum duration of time between the most recent recoverable copy of your hosted Data and subsequent data center failure. RTO represents the maximum duration of time following data center failure within which your access to the Tyler Software must be restored.
6.4 We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. We will provide you with a written or electronic record of the actions taken by us in the event that any unauthorized access to your database(s) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer.
6.5 We test our disaster recovery plan on an annual basis. Our standard test is not client-specific.
Should you request a client-specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request.
6.6 We will be responsible for importing back-up and verifying that you can log-in. You will be responsible for running reports and testing critical processes to verify the returned Data.
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5 6.7 We provide secure Data transmission paths between each of your workstations and our servers.
6.8 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel.
Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access.
6.9 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements.
7. License Rights Terminate Upon Migration. When Tyler makes Tyler Software discounted 100% in the Investment Summary (the “Evergreen Modules”) licensed pursuant to this Agreement available to the Client for use in live production, the license to the Tyler software listed in Exhibit A, Schedule 1 (hereafter, “Migration Modules”) terminates, as do Tyler’s maintenance, support, and/or update obligations for such software.
SECTION C –PROFESSIONAL SERVICES
1. Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary and described in the Statement of Work.
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours.
3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote.
4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to Item: 8
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6 reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments.
5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you.
6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.
7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies.
8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission).
9. Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will:
9.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable release life cycle policy);
9.2 provide support during our established support hours;
9.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services;
9.4 make available to you all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and
9.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy.
We will use all reasonable efforts to perform support services remotely. Currently, we use a third- party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and Item: 8
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7 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) weeks’ advance notice.
10. Support of Migration Modules. Beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement, and contingent upon Client’s timely payment of annual SaaS Fees for Tyler Evergreen Modules, Client is entitled to receive, at no additional charge, maintenance and support for the Migration Modules until Tyler makes the Tyler Evergreen Modules available for use in live production.
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.
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8 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.
SECTION F – TERM AND TERMINATION
1. Term. The initial term of this Agreement equal to the number of years indicated for SaaS Services in Exhibit A, commencing on the first day of the first month following the Effective Date, unless earlier terminated as set forth below. If no duration is indicated in Exhibit A, the initial term is one (1) year.
Upon expiration of the initial term, this Agreement will renew automatically for additional one (1) year renewal terms at our then-current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then-current renewal term. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement.
2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2).
2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don’t cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate.
2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material Item: 8
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9 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.
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 Item: 8
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10 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 personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement.
We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY
OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO
YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B) DURING ANY RENEWAL TERM, THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN
RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER
APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2).
5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request.
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11 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.
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.
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.
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12 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 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.
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13 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.
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 Item: 8
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Jisel LopezSenior Corporate AttorneyDecember 1, 2021
Item: 8
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Exhibit A
1 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. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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2021-276408-F4S4J8 1 of 4
Sales Quotation For:
City of Lake Forest
25550 Commercentre Dr Ste 100
Lake Forest CA 92630-8893
Tyler Annual Software – SaaS
Description List Price Discount Annual
Incode
Incode 10 Financial Management Suite
Core Financials $ 28,289 $ 3,395 $ 24,894
TOTAL: $ 28,289 $ 3,395 $ 24,894
Term # of Years: 5
Tyler Annual Services
Description List Price Discount Annual
Incode
Other Services
Quoted By: Kip Winget
Quote Expiration: 3/21/22
Quote Name:
Exhibit A
Item: 8
129
2021-276408-F4S4J8 2 of 4
Tyler U $ 1,100 $ 110 $ 990
TOTAL: $ 1,100 $ 110 $ 990
Services
Description Hours/Units
Extended
Price Maintenance
Incode 10 Financial Management Suite
Professional Services 176 $ 22,880 $ 0
Accounts Payable History Data Conversion 1 $ 1,000 $ 0
Accounts Payable Vendors Data Conversion 1 $ 2,000 $ 0
General Ledger History Data Conversion 1 $ 750 $ 0
General Ledger Chart of Accounts Data Conversion 1 $ 1,750 $ 0 Financials Project Management 1 $ 2,500 $ 0
TOTAL: $ 30,880 $ 0
Summary One Time Fees Recurring Fees
Total SaaS $ 24,894
Total Tyler Services $ 30,880 $ 990
Summary Total $ 30,880 $ 25,884
Contract Total $ 56,764
Detailed Breakdown of Professional Services (Included in Summary Total) Description Hours Extended Price Maintenance
Exhibit A
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2021-276408-F4S4J8 3 of 4
Incode
Incode 10 Financial Management Suite
Accounts Payable History Data Analysis 4 $ 520 $ 0
Accounts Payable Vendors Data Analysis 4 $ 520 $ 0
Core Financials 156 $ 20,280 $ 0
General Ledger History Data Analysis 4 $ 520 $ 0
General Ledger Chart of Accounts Data Analysis 8 $ 1,040 $ 0 Sub-Total 176 $ 22,880 $ 0
TOTAL: 176 $ 22,880 $ 0
Comments
Accounts Payable conversions include Vendor Master Only - additional fee for historical views.
Core Financials includes general ledger, budget prep, bank recon, AP, CellSense, a standard forms pkg, output director, positive pay, secure signatures.
General Ledger History conversion includes unlimited historical records General Ledger conversions include Chart of Accounts - additional fee for historical views.
Exhibit A
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2021-276408-F4S4J8 4 of 4
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms, subject to payment terms in an agreement, amendment, or similar document in which this sales quotation is included:
• License fees for Tyler and third-party software are invoiced upon the earlier of (i) delivery of the license key or (ii) when Tyler makes such software available accessible.
• Fees for hardware are invoiced upon delivery.
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware. • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software accessible to the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the agreement, with renewals invoiced annually thereafter in accord with the Agreement. • Fees for services included in this sales quotation shall be invoiced as indicated below. o Implementation and other professional services fees shall be invoiced as delivered. o Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module.
o 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, Tyler will invoice Client the actual services delivered on a time and materials basis. o Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
o If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. o Notwithstanding anything to the contrary stated above, the following payment terms shall apply to fees specifically for migrations: Tyler will invoice Client 50% of any Migration Services Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Annual SaaS Fees will be invoiced upon availability of the hosted environment.
Any SaaS or hosted solutions added to an agreement containing Client-hosted Tyler solutions are subject to Tyler’s SaaS Services terms found here:
https://www.tylertech.com/terms/tyler-saas-services.
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.
Customer Approval: Date:
Print Name: P.O.#:
Exhibit A
Item: 8
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Exhibit A
Schedule 1
1 Exhibit A
Schedule 1
Migration Modules
General Ledger
Accounts Payable
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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, upon the earlier of (a) the completion of Phase 3.1 of the Statement of Work or (b) May 15, 2022. 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. Beginning on the commencement of the initial term, Client shall no longer be required to pay annual support fees for the Migration Modules.
2. License Fees: License fees are invoiced 100% on the date when we provide you with access to the applicable Tyler Software (the “Software Access Date”).
3. Other Tyler Software and Services.
3.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN.
3.2 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.
3.3 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.
3.4 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.
3.5 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 Item: 8
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Exhibit B
2 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.
3.6 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.
3.7 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.
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 for the Third Party Software is invoiced when we make it available to you for downloading.
3.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
3.4 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.
3.5 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 Schedule A 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.
6. Credit for Prepaid Maintenance and Support Fees for Migration Modules. Client will receive a credit for the maintenance and support fees prepaid for the Migration Modules for the time period commencing on the first day of the initial term, as set forth in Section F (1) of this Item: 8
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Exhibit B
3 Agreement. Migration Modules are listed at Exhibit A, Schedule 1.
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].
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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.
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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.
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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.
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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.
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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. 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 quarter, 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: (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 quarter 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.
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. 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 Item: 8
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Exhibit C
2 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 quarter.
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 quarter. We will respond to your relief request within thirty (30) day(s) 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.
Client Relief Schedule
Actual Attainment Client Relief
99.99% - 98.00% Remedial action will be taken
97.99% - 95.00% 4%
Below 95.00% 5%
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.
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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 configuration- based 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 Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
Labor 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: 8
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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.
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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 Non-
critical
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.
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Exhibit D
1 Exhibit D
Statement of Work
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City of Lake Forest
SOW from Tyler Technologies, Inc.
11/19/2021
Presented to:
Amy Lewis
100 Civic Center Drive
Lake Forest, CA 92630
Contact:
Kip Winget
Email: [email protected]
5519 53rd Street, Lubbock, TX 79414
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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 Lake Forest Roles & Responsibilities ................................................................................................... 9 Lake Forest Executive Sponsor .................................................................................................... 9 Lake Forest Steering Committee ................................................................................................. 9 Lake Forest Project Manager .................................................................................................... 10 Lake Forest Functional Leads .................................................................................................... 11 Lake Forest Power Users ........................................................................................................... 11 Lake Forest End Users ............................................................................................................... 12 Lake Forest Technical Lead ....................................................................................................... 12 Lake Forest Change Management Lead .................................................................................... 12 PART 3: PROJECT PLAN ........................................................................................................................... 14 Project Stages ................................................................................................................................. 14 Initiate and Plan ................................................................................................................................ 15 Initial Coordination ................................................................................................................... 15 Project/Phase Planning ............................................................................................................. 16 Infrastructure Planning ............................................................................................................. 17 Item: 8
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Stakeholder Meeting ................................................................................................................. 18 Intentionally left blank. ............................................................................................................. 19 Control Point 1: Initiate & Plan Stage Acceptance .................................................................... 19 Assess & Define ................................................................................................................................. 19 Solution Orientation.................................................................................................................. 19 Current & Future State Analysis ................................................................................................ 20 Conversion Assessment ............................................................................................................ 21 Intentionally left blank. ............................................................................................................. 22 Intentionally left blank. ............................................................................................................. 22 Control Point 2: Assess & Define Stage Acceptance ................................................................. 22 Prepare Solution ............................................................................................................................... 23 Initial System Deployment ........................................................................................................ 23 Configuration ............................................................................................................................ 24 Process Refinement .................................................................................................................. 25 Conversion Delivery .................................................................................................................. 27 Intentionally left blank. ............................................................................................................. 28 Intentionally left blank. ............................................................................................................. 28 Control Point 3: Prepare Solution Stage Acceptance ................................................................ 28 Production Readiness ....................................................................................................................... 29 Solution Validation .................................................................................................................... 29 Go-Live Readiness ..................................................................................................................... 30 End User Training ...................................................................................................................... 31 Control Point 4: Production Readiness Stage Acceptance ........................................................ 32 Production ......................................................................................................................................... 32 Go-Live ...................................................................................................................................... 32 Transition to Client Services ...................................................................................................... 34 Post Go-Live Activities ............................................................................................................... 35 Control Point 5: Production Stage Acceptance ......................................................................... 35 Close .................................................................................................................................................. 36 Phase Closeout .......................................................................................................................... 36 Project Closeout ........................................................................................................................ 37 Control Point 6: Close Stage Acceptance .................................................................................. 38 General Assumptions ...................................................................................................................... 38 Project ............................................................................................................................................... 38 Organizational Change Management ............................................................................................... 39 Resources and Scheduling ................................................................................................................ 39 Data ................................................................................................................................................... 39 Facilities............................................................................................................................................. 40 Glossary ......................................................................................................................................... 41 PART 4: APPENDICES ............................................................................................................................... 44 Conversion ..................................................................................................................................... 44 Incode Financials Conversion Summary ........................................................................................... 44 Item: 8
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General Ledger .......................................................................................................................... 44 Accounts Payable ...................................................................................................................... 44 Additional Appendices ................................................................................................................ 45 Intentionally left blank. ..................................................................................................................... 45 Project Timeline .......................................................................................................................... 46 Incode Financial Management Timeline ........................................................................................... 46
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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 Lake Forest (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 Provide a single, comprehensive, and integrated solution to manage business functions Methodology
This is accomplished by the Lake Forest 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 Lake Forest’s complexity and organizational needs.
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The methodology adapts to both single-phase and multiple-phase projects.
To achieve Project success, it is imperative that both the Lake Forest and Tyler commit to including the necessary leadership and governance. During each stage of the Project, it is expected that the Lake Forest 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 Lake Forest’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.
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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 Lake Forest 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 Lake Forest Steering Committee become the escalation points to triage responses prior to escalation to the Lake Forest 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 Lake Forest and Tyler executive sponsors serve as the final escalation point.
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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 Lake Forest; for example, the Lake Forest may decide it no longer needs a deliverable originally defined in the Project. The Change Request will include the following information:
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The nature of the change.
A good faith estimate of the additional cost or associated savings to the Lake Forest, if any. The timetable for implementing the change.
The effect on and/or risk to the schedule, resource needs or resource responsibilities.
The Lake Forest 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 Lake Forest). 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.
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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 Lake Forest office or department designates specific individuals for making decisions on behalf of their offices or departments.
Both Tyler and the Lake Forest 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 Lake Forest feedback and approval on Project deliverables will be critical to the success of the Project. The Lake Forest project manager will strive to gain deliverable and decision approvals from all authorized Lake Forest 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 Lake Forest 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 Lake Forest 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 Lake Forest 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 Lake Forest does not agree the Deliverable or Control Point meets requirements, the Lake Forest 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 Lake Forest 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 Lake Forest 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 Lake Forest and Tyler.
Roles and responsibilities may not follow the organizational chart or position descriptions at the Lake Forest, but are roles defined within the Project. It is common for individual resources on both the Tyler and Lake Forest 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.
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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 Lake Forest ’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 Lake Forest ’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 Lake Forest 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 Lake Forest, the Tyler Project Manager provides regular updates to the Lake Forest 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 Lake Forest 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.
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Collaborates with the Lake Forest project manager(s) to plan and schedule Project timelines to achieve on-time implementation.
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 Lake Forest and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to the Lake Forest any items that may impact the outcomes of the Project. Collaborates with the Lake Forest ’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 Lake Forest ’s project manager(s) to set a routine communication plan that will aide all Project team members, of both the Lake Forest 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 Lake Forest through software validation process following configuration. Assists during Go-Live process and provides support until the Lake Forest transitions to Client Services.
Facilitates training sessions and discussions with the Lake Forest 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).
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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.
Lake Forest Roles & Responsibilities
Lake Forest resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles.
Lake Forest Executive Sponsor
The Lake Forest 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 Lake Forest steering committee, project manager(s), and functional leads to make critical business decisions for the Lake Forest.
Champions the project at the executive level to secure buy-in. Authorizes required project resources.
Actively participates in organizational change communications.
Lake Forest Steering Committee
The Lake Forest 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 Lake Forest project manager and Project through participation in regular internal meetings. The Lake Forest steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The Lake Forest 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 Lake Forest Policies
o Needs of other client projects
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Lake Forest Project Manager
The Lake Forest 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 Lake Forest Project Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the Lake Forest 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 timely fashion to avoid Project delays. The Lake Forest project manager(s) are responsible for reporting to the Lake Forest 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 Lake Forest 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 Lake Forest 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 Lake Forest 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 Lake Forest 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.
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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 Lake Forest 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.
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.
Lake Forest 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 Lake Forest 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 Lake Forest 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
Lake Forest Power Users
Participate in project activities as required by the project team and project manager(s). Provide subject matter expertise on the Lake Forest business processes and requirements. Act as subject matter experts and attend Current & Future State Analysis sessions as needed. Attend all scheduled training sessions.
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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 Lake Forest staff during and after implementation. Participate in conversion review and validation.
Lake Forest 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.
Lake Forest 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 Lake Forest 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 Lake Forest’s legacy system per the conversion schedule set forth in the project schedule.
Lake Forest 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 Lake Forest’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 Lake Forest and Tyler resources. Communicates changes affecting users and department stakeholders. Obtains department stakeholder acceptance to upgrade production environment.
Lake Forest 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.
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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.
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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 Lake Forest.
*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 “Intentionally Left Blank” in Section 6 of the Statement of Work.
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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 Lake Forest 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 Lake Forest 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 Lake Forest’s team. During this step, Tyler will work with the Lake Forest 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 Lake Forest project team.
STAGE 1 Initial Coordination
Tyler Lake Forest
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
Lake Forestproject team is
assigned A I R I I I
Provide initial project
documents to the Lake Forest 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
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Inputs Contract documents
Statement of Work
Outputs/Deliverables Completed 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 Lake Forest to coordinate and plan a formal Project planning meeting(s). This meeting signifies the start of the Project and should be attended by all Lake Forest 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 Lake Forest’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 Lake Forest 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 Lake Forest 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 Lake Forest
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: 8
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Schedule and
conduct planning
session(s)
A R I C C I
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 Lake Forest provides acceptance of schedule based on resource availability,
project budget, and goals.
Work package assumptions:
Lake Forest 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. This task is especially important for Tyler-hosted/SaaS deployment models. Tyler will be responsible for building the environments for a hosted/SaaS deployment, unless otherwise identified in the Agreement. Tyler will install Licensed Software on application server(s) or train the Lake Forest to install License Software. The Lake Forest is responsible for the installation and setup of all peripheral devices.
Objectives:
Ensure the Lake Forest’s infrastructure meets Tyler’s application requirements. Ensure the Lake Forest’s infrastructure is scheduled to be in place and available for use on time.
STAGE 1 Infrastructure Planning
Tyler Lake Forest
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: 8
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Provide Infrastructure
Requirements and Design
Document
A R C C I I
Initial Infrastructure
Meeting A R C C C C
*Schedule SaaS
Environment Availability A R C I
*Schedule Hardware to
be Available for
Installation
I I A R C
Schedule Installation of
All Licensed Software A R C I I Infrastructure Audit A R C I C
Inputs 1. Initial Infrastructure Requirements and Design Document
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
1. Completed Infrastructure Requirements
and Design Document
Delivery of Document
2. Infrastructure Audit System Passes Audit Criteria
Stakeholder Meeting
Communication of the Project planning outcomes to the Lake Forest 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 Lake Forest 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 Lake Forest
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
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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:
None
Intentionally left blank.
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 Lake Forest
Stakeholder meeting complete
Assess & Define
The Assess & Define stage will provide an opportunity to gather information related to current Lake Forest business processes. This information will be used to identify and define business processes utilized with Tyler software. The Lake Forest 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.
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Tyler utilizes a variety of tools for the Solution Orientation, focusing on Lake Forest team knowledge transfer such as: eLearning, documentation, or walkthroughs. The Lake Forest 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 Lake Forest for current and future state analysis.
STAGE 2 Solution Orientation
Tyler Lake Forest
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 Lake Forest 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 Lake Forest will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk from over customization of Tyler products. It is the Lake Forest’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.
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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 Lake Forest
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 Lake Forestcurrent 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:
Lake Forest attendees possess sufficient knowledge and authority to make future state decisions. The Lake Forest is responsible for any documentation of current state business processes. The Lake Forest 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:
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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.
STAGE 2 Data Conversion Assessment
Tyler Lake Forest
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 Lake Forest Source data
Lake Forest Source data Documentation (if available)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data Conversion Plan built/updated Lake Forest 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 Lake Forest representatives to identify business rules before writing the conversion.
Lake Forest subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort.
Intentionally left blank.
Intentionally left blank.
Control Point 2: Assess & Define Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
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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.
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 Lake Forest 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 Lake Forest can access the software.
STAGE 3 Initial System Deployment (Hosted/SaaS)*
Tyler Lake Forest
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 with
Initial Database on
Server(s) for
A R I C
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Included
Environments
Install Licensed
Software on Lake
Forest Devices (if
applicable)
I C A R
Tyler System
Administration
Training (if
applicable)
A R I C
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Licensed Software is Installed on the Server(s) Software is accessible Licensed Software is Installed on Lake Forest
Devices (if applicable)
Software is accessible
Installation Checklist/System Document System Passes
Infrastructure Design Document (C&J – If
Applicable)
Work package assumptions:
The most current available version of the Tyler Licensed Software will be installed. The Lake Forest will provide network access for Tyler modules, printers, and Internet access to all applicable Lake Forest and Tyler Project staff.
Configuration
The purpose of Configuration is to prepare the software product for validation.
Tyler staff collaborates with the Lake Forest to complete software configuration based on the outputs of the future state analysis performed during the Assess and Define Stage. The Lake Forest collaborates with Tyler staff iteratively to validate software configuration.
Objectives:
Software is ready for validation.
Educate the Lake Forest Power User how to configure and maintain software. Prepare standard interfaces for process validation (if applicable).
STAGE 3 Configuration
Tyler Lake Forest
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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
Complete Tyler
configuration tasks
(where applicable)
A R I I I
Complete Lake Forest
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 N/A
Work package assumptions:
Tyler provides guidance for configuration options available within the Tyler software. The Lake Forest is responsible for making decisions when multiple options are available.
Process Refinement
Tyler will educate the Lake Forest users on how to execute processes in the system to prepare them for the validation of the software. The Lake Forest collaborates with Tyler staff iteratively to validate software configuration options to support future state.
Objectives:
Ensure that the Lake Forest 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.
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STAGE 3 Process Refinement
Tyler Lake Forest
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 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 (Lake
Forest 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 Lake
Forest-specific
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 Lake Forest-specific process
documentation (completed by Lake Forest)
Work package assumptions:
None
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Conversion Delivery
The purpose of this task is to transition the Lake Forest’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 well-executed data conversion is key to a successful cutover to the new system(s).
With guidance from Tyler, the Lake Forest will review specific data elements within the system and identify / report discrepancies. Iteratively, Tyler will collaborate with the Lake Forest 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.
Objectives:
Data is ready for production (Conversion).
STAGE 3 Data Delivery & Conversion
Tyler Lake Forest
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
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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
Inputs
Data Conversion Plan
Configuration
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Code Mapping Complete / Validated N/A
Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for final pass
Work package assumptions:
The Lake Forest will provide a single file layout per source system as identified in the investment summary.
The Lake Forest subject matter experts and resources most familiar with the current data will be involved in the data conversion effort.
The Lake Forest project team will be responsible for completing the code mapping activity, with assistance from Tyler.
Intentionally left blank.
Intentionally left blank.
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.
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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 Lake Forest 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 Lake Forest to review the status of the project and the organizations readiness for go-live.
Solution Validation
Solution Validation is the end-to-end software testing activity to ensure that the Lake Forest 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 Lake Forest organization is ready to move forward with go-live and training (if applicable).
STAGE 4 Solution Validation
Tyler Lake Forest
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 follow-
up 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
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Solution Validation Report Lake Forest 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 Lake Forest 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 Lake Forest has considered its ability to successfully Go- Live. Issues and concerns will be discussed, and mitigation options documented. Tyler and the Lake Forest 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 Lake Forest
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
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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 Lake Forest
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.
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 Lake Forest specific business process documentation. Lake Forest-led training labs using Lake Forest specific business process documentation if created by the Lake Forest 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 Lake Forest is prepared for on-going training and support of the application.
STAGE 4 End User Training
Tyler Lake Forest
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 (Tyler-
led) A R C C C I C C C
Train-the-trainer A R C C C I C
End User training (Lake
Forest-led) C C A R I C C C
Inputs Training Plan
List of End Users and their Roles / Job Duties
Configured Tyler System
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Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
End User Training Lake Forest signoff that training was delivered
Work package assumptions:
The Lake Forest 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 Lake Forest as much as possible to provide end-user training in a manner that minimizes the impact to the daily operations of Lake Forest departments. The Lake Forest will be responsible for training new users after go-live (exception—previously planned or regular training offerings by Tyler).
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 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 Lake Forest will follow the comprehensive action plan laid out during Go-Live Readiness to support go-live activities and minimize risk to the Project during go-live.
Following go-live, Tyler will work with the Lake Forest 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 Lake Forest and Tyler will complete work assigned to prepare for Go-Live.
The Lake Forest 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 Lake Forest manually enters any data added to the Legacy System after final data extract into the Tyler system.
Tyler staff collaborates with the Lake Forest during Go-Live activities. The Lake Forest transitions to Tyler software for day-to day business processing.
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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.
Lake Forest data available in Production environment.
STAGE 5 Go-Live
Tyler Lake Forest
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 final source data
extract, if applicable C C A R Final source data pushed
into production
environment, if
applicable
A C R I C C C
Proof final converted
data, if applicable C C C A R C
Complete Go-Live
activities as defined in
the Go-Live action plan
C C C A R C I C
Provide Go-Live
assistance A R C C I C C I C I C
Inputs Comprehensive Action Plan for Go-Live
Final source data (if applicable)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data is available in production environment Lake Forest confirms data is available in production environment
Work package assumptions:
The Lake Forest will complete activities documented in the action plan for Go-Live as scheduled. External stakeholders will be available to assist in supporting the interfaces associated with the Go- Live live process.
The Lake Forest business processes required for Go-Live are fully documented and tested.
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The Lake Forest Project team and subject matter experts are the primary point of contact for the end users when reporting issues during Go-Live.
The Lake Forest Project Team and Power User’s provide business process context to the end users during Go-Live.
The Tyler Go-Live support team is available to consult with the Lake Forest teams as necessary. The Tyler Go-Live support team provides standard functionality responses, which may not be tailored to the local business processes.
Transition to Client Services
This work package signals the conclusion of implementation activities for the Phase or Project with the exception of agreed-upon post Go-Live activities. The Tyler project manager(s) schedules a formal transition of the Lake Forest onto the Tyler Client Services team, who provides the Lake Forest with assistance following Go-Live, officially transitioning the Lake Forest to operations and maintenance.
Objectives:
Ensure no critical issues remain for the project teams to resolve. Confirm proper knowledge transfer to the Lake Forest teams for key processes and subject areas.
STAGE 5 Transition to Client Services
Tyler Lake Forest
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 Transfer Lake Forest to
Client Services and
review issue reporting
and resolution processes
I I A I I R I I C C C
Review long term
maintenance and
continuous
improvement
A R C C C
Inputs Open item/issues List
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Client Services Support Document
Work package assumptions:
No material project issues remain without assignment and plan.
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Post Go-Live Activities
Some implementation activities are provided post-production due to the timing of business processes, the requirement of actual production data to complete the activities, or the requirement of the system being used in a live production state.
Objectives:
Schedule activities that are planned for after Go-Live. Ensure issues have been resolved or are planned for resolution before phase or project close.
STAGE 5 Post Go-Live Activities
Tyler Lake Forest
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 contracted
activities that are
planned for delivery
after go-live
A R C C C C I C C I C C
Determine resolution
plan in preparation for
phase or project close
out
A R C C C I C C I C
Inputs List of post Go-Live activities
Outputs /
Deliverables
Acceptance Criteria [only] for
Deliverables
Updated issues log
Work package assumptions:
System is being used in a live production state.
Control Point 5: Production Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below:
Advancement to the Close stage is not dependent upon Tyler’s receipt of this Stage Acceptance. Converted data is available in production environment.
Production Stage Acceptance Criteria:
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All stage deliverables accepted based on criteria previously defined. Go-Live activities defined in the Go-Live action plan completed. Client services support document is provided.
Close
The Close stage signifies full implementation of all products purchased and encompassed in the Phase or Project. The Lake Forest transitions to the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Client Services).
Phase Closeout
This work package represents Phase completion and signals the conclusion of implementation activities for the Phase. The Tyler Client Services team will assume ongoing support of the Lake Forest for systems implemented in the Phase.
Objectives:
Agreement from Tyler and the Lake Forest teams that activities within this phase are complete.
STAGE 6 Phase Close Out
Tyler Lake Forest
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 Reconcile project budget
and status of contract
Deliverables
I A R I I C
Hold post phase review
meeting A R C C C C C C C C C
Release phase-
dependent Tyler project
resources
A R I I
Participants Tyler Lake Forest
Project Leadership Project Manager
Project Manager Project Sponsor(s)
Implementation Consultants Functional Leads, Power Users, Technical Leads
Technical Consultants (Conversion, Deployment,
Development)
Client Services
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Inputs Contract
Statement of Work
Project artifacts
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Final action plan (for outstanding items)
Reconciliation Report
Post Phase Review
Work package assumptions:
Tyler deliverables for the phase have been completed.
Project Closeout
Completion of this work package signifies final acceptance and formal closing of the Project.
At this time the Lake Forest may choose to begin working with Client Services to look at continuous improvement Projects, building on the completed solution.
Objectives:
Confirm no critical issues remain for the project teams to resolve. Determine proper knowledge transfer to the Lake Forest teams for key processes and subject areas has occurred.
Verify all deliverables included in the Agreement are delivered.
STAGE 6 Project Close Out
Tyler Lake Forest
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 post project
review A R C C C C C C C C C
Deliver post project
report to Lake Forest
and Tyler leadership
I A R I I C
Release Tyler project
resources A R I I
Inputs Contract
Statement of Work
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Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Post Project Report Lake Forest acceptance; Completed report indicating all project Deliverables and
milestones have been completed
Work package assumptions:
All project implementation activities have been completed and approved. No critical project issues remain that have not been documented and assigned. Final project budget has been reconciled and invoiced. All Tyler deliverables have been completed.
Control Point 6: Close Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Close Stage Deliverables:
Post Project Report.
Close Stage Acceptance Criteria:
Completed report indicating all Project deliverables and milestones have been completed.
General Assumptions
Tyler and the Lake Forest will use this SOW as a guide for managing the implementation of the Tyler Project as provided and described in the Agreement. There are a few assumptions which, when acknowledged and adhered to, will support a successful implementation. Assumptions related to specific work packages are documented throughout the SOW. Included here are general assumptions which should be considered throughout the overall implementation process.
Project
Project activities will begin after the Agreement has been fully executed. The Lake Forest Project Team will complete their necessary assignments in a mutually agreed upon timeframe to meet the scheduled go-live date, as outlined in the Project Schedule. Sessions will be scheduled and conducted at a mutually agreeable time. Additional services, software modules and modifications not described in the SOW or Agreement will be considered a change to this Project and will require a Change Request Form as previously referenced in the definition of the Change Control Process. Tyler will provide a written agenda and notice of any prerequisites to the Lake Forest project manager(s) ten (10) business days or as otherwise mutually agreed upon time frame prior to any scheduled on-site or remote sessions, as applicable.
Tyler will provide guidance for configuration and processing options available within the Tyler software. If multiple options are presented by Tyler, the Lake Forest is responsible for making decisions based on the options available.
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Implementation of new software may require changes to existing processes, both business and technical, requiring the Lake Forest to make process changes. The Lake Forest is responsible for defining, documenting, and implementing their policies that result from any business process changes.
Organizational Change Management
Unless otherwise contracted by Tyler, Lake Forest is responsible for managing Organizational Change.
Impacted Lake Forest resources will need consistent coaching and reassurance from their leadership team to embrace and accept the changes being imposed by the move to new software. An important part of change is ensuring that impacted Lake Forest resources understand the value of the change, and why they are being asked to change.
Resources and Scheduling
Lake Forest resources will participate in scheduled activities as assigned in the Project Schedule. The Lake Forest team will complete prerequisites prior to applicable scheduled activities. Failure to do so may affect the schedule.
Tyler and the Lake Forest will provide resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget. Abbreviated timelines and overlapped Phases require sufficient resources to complete all required work as scheduled.
Changes to the Project Schedule, availability of resources or changes in Scope will be requested through a Change Request. Impacts to the triple constraints (scope, budget, and schedule) will be assessed and documented as part of the change control process. The Lake Forest will ensure assigned resources will follow the change control process and possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, change control process buy-in, and knowledge.
The Lake Forest makes timely Project related decisions to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Failure to do so may affect the schedule, as each analysis and implementation session is dependent on the decisions made in prior sessions. The Lake Forest will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule.
The Lake Forest will provide adequate meeting space or facilities, including appropriate system connectivity, to the project teams including Tyler team members. For on-site visits, Tyler will identify a travel schedule that balances the needs of the project and the employee.
Data
Data will be converted as provided and Tyler will not create data that does not exist. The Lake Forest is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data.
Tyler will work closely with the Lake Forest representatives to identify business rules before writing the conversion. The Lake Forest must confirm that all known data mapping from source to target have been identified and documented before Tyler writes the conversion. All in-scope source data is in data extract(s).
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Each legacy system data file submitted for conversion includes all associated records in a single approved file layout.
The Lake Forest will provide the legacy system data extract in the same format for each iteration unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget and resource availability may occur and/or data in the new system may be incorrect. The Lake Forest Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler.
The Lake Forest is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.)
Facilities
The Lake Forest will provide dedicated space for Tyler staff to work with Lake Forest resources for both on-site and remote sessions. If Phases overlap, Lake Forest will provide multiple training facilities to allow for independent sessions scheduling without conflict. The Lake Forest will provide staff with a location to practice what they have learned without distraction.
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Glossary
Word or Term Definition
Acceptance Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria.
Accountable The one who ultimately ensures a task or deliverable is completed; the one who ensures the prerequisites of the task are met and who delegates the work to those responsible. [Also see RACI]
Application A computer program designed to perform a group of coordinated functions, tasks, or activities for the benefit of the user.
Application Programming Interface (API) A defined set of tools/methods to pass data to and received data from Tyler software products
Agreement This executed legal contract that defines the products and services to be implemented or performed.
Business Process The practices, policy, procedure, guidelines, or functionality that the client uses to complete a specific job function.
Business Requirements Document A specification document used to describe Client requirements for contracted software modifications.
Change Request A form used as part of the Change Control process whereby changes in the scope of work, timeline, resources, and/or budget are documented and agreed upon by participating parties.
Change Management Guides how we prepare, equip and support individuals to successfully adopt change in order to drive organizational success & outcomes
Code Mapping [where applicable] An activity that occurs during the data conversion process whereby users equate data (field level) values from the old system to the values available in the new system. These may be one to one or many to one. Example: Old System [Field = eye color] [values = BL, Blu, Blue] maps to New Tyler System [Field = Eye Color] [value = Blue].
Consulted Those whose opinions are sought, typically subject matter experts, and with whom there is two-way communication. [Also see RACI]
Control Point This activity occurs at the end of each stage and serves as a formal and intentional opportunity to review stage deliverables and required acceptance criteria for the stage have been met.
Data Mapping [where applicable] The activity determining and documenting where data from the legacy system will be placed in the new system; this typically involves prior data analysis to understand how the data is currently used in the legacy system and how it will be used in the new system.
Deliverable A verifiable document or service produced as part of the Project, as defined in the work packages.
Go-Live The point in time when the Client is using the Tyler software to conduct daily operations in Production.
Informed Those who are kept up-to-date on progress, often only on completion of the task or deliverable, and with whom there is just one-way communication. [Also see RACI]
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Infrastructure The composite hardware, network resources and services required for the existence, operation, and management of the Tyler software.
Interface A connection to and potential exchange of data with an external system or application. Interfaces may be one way, with data leaving the Tyler system to another system or data entering Tyler from another system, or they may be bi-directional with data both leaving and entering Tyler and another system.
Integration A standard exchange or sharing of common data within the Tyler system or between Tyler applications
Legacy System The software from which a client is converting.
Modification Custom enhancement of Tyler’s existing software to provide features or functions to meet individual client requirements documented within the scope of the Agreement.
On-site Indicates the work location is at one or more of the client’s physical office or work environments.
Organizational Change The process of changing an organization's strategies, processes, procedures, technologies, and culture, as well as the effect of such changes on the organization.
Output A product, result or service generated by a process.
Peripheral devices An auxiliary device that connects to and works with the computer in some way. Some examples: scanner, digital camera, printer.
Phase A portion of the Project in which specific set of related applications are typically implemented. Phases each have an independent start, Go-Live and closure dates but use the same Implementation Plans as other Phases of the Project. Phases may overlap or be sequential and may have different Tyler resources assigned.
Project The delivery of the software and services per the agreement and the Statement of Work. A Project may be broken down into multiple Phases.
RACI A matrix describing the level of participation by various roles in completing tasks or Deliverables for a Project or process.
Individuals or groups are assigned one and only one of the following roles for a given task: Responsible (R), Accountable (A), Consulted (C), or Informed (I).
Remote Indicates the work location is at one or more of Tyler’s physical offices or work environments.
Responsible Those who ensure a task is completed, either by themselves or delegating to another resource. [Also see RACI]
Scope Products and services that are included in the Agreement.
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Solution The implementation of the contracted software product(s) resulting in the connected system allowing users to meet Project goals and gain anticipated efficiencies.
Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project.
Standard Software functionality that is included in the base software (off- the-shelf) package; is not customized or modified.
Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project-specific activities, services, and Deliverables.
System The collective group of software and hardware that is used by the organization to conduct business.
Test Scripts The steps or sequence of steps that will be used to validate or confirm a piece of functionality, configuration, enhancement, or Use Case Scenario.
Training Plan Document(s) that indicate how and when users of the system will be trained relevant to their role in the implementation or use of the system.
Validation (or to validate) The process of testing and approving that a specific Deliverable, process, program, or product is working as expected.
Work Breakdown Structure (WBS) A hierarchical representation of a Project or Phase broken down into smaller, more manageable components.
Work Package A group of related tasks within a project.
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Part 4: Appendices
Conversion
Incode Financials Conversion Summary
General Ledger
Standard Conversion Includes:
Full chart of accounts listing, descriptions, and corresponding account types Element (segment) values and descriptions
Summarized budget figures for current fiscal year
Unlimited historical transactions as provided by client.
NOTE: Training will be provided on how to import additional budget years from Excel.
Accounts Payable
Standard Conversion Includes:
Vendor master information, address, primary contact, and NOTEs Unlimited historical transactions as provided by client.
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Additional Appendices
Intentionally left blank.
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Project Timeline
Incode Financial Management Timeline
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 9/17/2026
DEPARTMENT: City Clerk
SUBJECT:
RENEWAL OF SOFTWARE AGREEMENTS WITH NETFILE, INC. AND
GRANICUS, LLC. (FORMERLY GOVQA)
RECOMMENDED ACTION(S):
1. Approve the renewal of the Software License Agreement with Netfile, Inc. for online filing of Fair Political Practices Commission forms.
2. Authorize the Mayor to sign, and the City Clerk to attest, the renewal with Netfile, Inc., substantially in the form attached.
3. Approve the renewal of the Master Services Agreement with Granicus, LLC, for automated public records request management services.
4. Authorize the Mayor to sign, and the City Clerk to attest, the renewal with Granicus, LLC, substantially in the form attached.
EXECUTIVE SUMMARY:
The City of Lake Forest (“City”) entered into a Software License Agreement (“SLA”) with Netfile, Inc. (“Netfile”) on January 6, 2017, to provide online filing of Fair Political Practices (“FPPC”) Form 700 and Campaign Disclosure statements.
The SLA term extended until January 6, 2020, and included a total compensation of $30,000 (Attachment 1). Following the expiration of the initial three-year term, the SLA was automatically renewed for successive one-year terms from 2020 through 2026 in accordance with its terms. The online filing system allows the public to access current and previous FPPC forms, and staff rely on the system for compliance with the City’s Conflict of Interest Code and the Political Reform Act. Staff recommend renewing the SLA for an additional one-year term from January 1, 2027, through December 31, 2027, in the amount of $9,450 (Attachment 2).
The City also entered into a Master Services Agreement (“Agreement”) with GovQA, LLC (“GovQA”) on January 1, 2022, to provide automated public records request management services. The Agreement term extended until December 31, 2022, and included a total compensation of $8,500 (Attachment 3). Following Item: 9
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the expiration of the initial term, the Agreement was automatically renewed for successive one-year terms from 2022 through 2026. The public continues to use the system to easily request public records and to track their request. Staff recommend renewing the Agreement for an additional one-year term from January 1, 2027, through December 31, 2027, in the amount of $11,403.16 (Attachment 4).
BACKGROUND:
The City utilizes Netfile for online filing of FPPC Form 700s, Campaign Disclosure Statements, and AB1234 Ethics and Financial training certificates.
The services provided by Netfile ensure the City remains compliant with the Political Reform Act. Additionally, the City utilizes GovQA for automated management services related to public records requests. On August 26, 2022, Granicus, LLC (“Granicus”) acquired GovQA. All contracts remained with GovQA after the acquisition and payment and billing services were transitioned to Granicus. The City continues to utilize Granicus as the public records request management system to streamline the request process and ensure compliance with the Public Records Act.
On March 15, 2022, the City Council approved updates to the Purchasing and Contracting Guidelines (“Guidelines”), the City’s procedures related to purchasing and contracting with contractors, consultants, and vendors for the procurement of goods and services. The updates related to software purchases included:
• Authorization to use vendor contract templates
• Authorization of a 5-year initial term (versus the standard 3-year initial term)
• Requirement for City Council approval for software agreement amendments when the aggregate cost is greater than $50,000 DISCUSSION:
Software Service Agreements
The City’s Guidelines allow software agreements to utilize vendor-provided agreement templates rather than the City’s standard agreement template. As a result, software agreements commonly include provisions such as automatic renewal clauses, which are not typically included in City-prepared agreements.
When a software agreement contains an automatic renewal provision, the agreement continues for the renewal term unless either party provides written notice of cancellation in accordance with the agreement.
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Netfile Agreement
The initial three-year term of the SLA expired on January 6, 2020. Consistent with the SLA, the term automatically renews for successive one-year periods unless either party provides written notice of cancellation at least three months before the renewal date.
Neither the City nor the vendor provided notice of cancellation prior to the renewal date. As a result, the SLA automatically renewed each year from 2020 through 2026, as outlined in Table 1.
Table 1: Netfile Compensation
YEAR COMPENSATION
2020 $10,000
2021 $10,000
2022 $10,000
2023 $10,000
2024 $10,000
2025 $10,000
2026 $11,000
The renewals from 2020 on were approved by staff despite the revisions to the Purchasing Guidelines approved by the City Council in 2022. The SLA was executed in 2017 prior to the 2022 Purchasing Guidelines update, and the City Council review requirement was not tracked for this Agreement.
Staff continue to recommend Netfile as the preferred vendor for online filing of FPPC Form 700 and Campaign Disclosure statements. The public uses the online filing system to access current statements and past statements dating back to 2014. Additionally, the software is integral for compliance with the City’s Conflict of Interest Code and the Political Reform Act. If approved, the term of the Agreement would extend from January 1, 2027, to December 31, 2027, for a total compensation of $9,450
Vendor Performance Review
The table below provides an overall summary of the service provider’s performance since the inception of the SLA. During the term of the SLA, and each renewal thereafter, Netfile provided satisfactory performance of services, timeliness in response to staff inquiries, and overall customer service. The City continues to utilize Netfile’s online filing system for core operations related to FPPC forms.
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Table 2: Vendor Performance
Netfile – Jan, 2020 – Sept, 2026
Rating Category Unsatisfied – Very Satisfied
Performance of Scope of
Services: ☐Unsatisfied ☐Satisfied ☒Very Satisfied ☐N/A Timeliness: ☐Unsatisfied ☐Satisfied ☒Very Satisfied ☐N/A Budget Performance: ☒Unsatisfied ☐Satisfied ☒Very Satisfied ☐N/A Customer Service: ☐Unsatisfied ☐Satisfied ☒Very Satisfied ☐ N/A Staff recommend the City Council renew the SLA with Netfile for an additional one-year term. The proposed quote was prepared by Netfile and has been reviewed and approved by the City Attorney as to form.
Granicus Agreement
The initial three-year term of the Agreement expired on December 31, 2022.
Consistent with the Agreement, the term automatically renews for successive one-year periods unless either party provides written notice of cancellation at least three months before the renewal date.
Neither the City nor the vendor provided notice of cancellation prior to the renewal date. As a result, the Agreement automatically renewed each year from 2022 through 2026, as outlined in Table 3.
Table 3: Granicus (formerly GovQA) Compensation
YEAR COMPENSATION
2022 $ 8,500.00
2023 $ 9,105.41
2024 $ 9,105.41
2025 $ 9,424.10
2026 $10,366.51
The renewals from 2022 on were approved by staff despite the revisions to the Purchasing Guidelines. The original Agreement was executed in January 2022 prior to the Purchasing Guidelines update in March 2022, and the City Council review requirement was not tracked for this Agreement.
Staff continue to recommend Granicus as the preferred vendor for automated public records request management services. The public uses the system to easily request public records and to track their request. Further, the software is integral to the City’s compliance with the Public Records Act. If approved, the term of the Agreement would extend from January 1, 2027, to December 31, 2027, for a total compensation of $ 11,403.16.
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Vendor Performance Review
The table below provides an overall summary of the service provider’s performance since the inception of the Agreement. During the term of the Agreement, and each renewal thereafter, Granicus provided satisfactory performance of services, timeliness in response to staff inquiries, and overall customer service. The City continues to utilize Granicus’ automated public records request management services for core operations related to public records requests.
Table 4: Vendor Performance
Granicus – Jan, 2022 – Sept, 2026
Rating Category Unsatisfied – Very Satisfied
Performance of Scope of
Services: ☐Unsatisfied ☐Satisfied ☒Very Satisfied ☐N/A Timeliness: ☐Unsatisfied ☐Satisfied ☒Very Satisfied ☐N/A Budget Performance: ☐Unsatisfied ☐Satisfied ☒Very Satisfied ☐N/A Customer Service: ☐Unsatisfied ☐Satisfied ☒Very Satisfied ☐ N/A Staff recommend the City Council renew the Agreement with Granicus for an additional one-year term. The proposed quote was prepared by Granicus and has been reviewed and approved by the City Attorney as to form.
FISCAL IMPACT:
Renewal of the SLA with Netfile for a term of January 1, 2027, to December 31, 2027, would include a total compensation of $9,450. Renewal of the Agreement with Granicus for a term of January 1, 2027, to December 31, 2027, would include a total compensation of $11,403.16. There are sufficient funds in the FY 2026-27 Operating Budget to cover the cost of the recommended action.
ATTACHMENTS:
1. 2017 Software License Agreement with Netfile
2. Proposed 2027 Netfile Quote
3. 2022 Master Services Agreement with GovQA
4. Proposed 2027 Granicus Quote
Initiated By: Thy Merritt, City Clerk
Submitted By: Thy Merritt, City Clerk
Approved By: Debra Rose, City Manager
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ATTACHMENT 1
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2707-A Aurora Ct
Mariposa, CA 95338
Phone ( 209) 742-4100
SERVICE AGREEMENT
USER NAME
City of Lake Forest
USER NAME - SAL TO
SAME
2 ADDRESS
25550 Commercentre Dr. Ste. 100
ADDRESS
E5Q On
Lake Forest
STATE
CA
ZIP
92630
cm STATE ZIP
o
Z
PR: MARY CONTACT
Stephanie Smith
PHONES AP CONTACT PO
EMNI
[email protected]
EAR AP EMAIL AP PHONE S
System
Cost per
System
N Form 700 E -Filing & Administration System ( hosted) 1,000.00/quarter cc
D Campaign E -Filing & Administration System ( hosted) 1,500.00/quarter Q Start Date for above systems: 1/7/2017
W
u-
as
Initial term: 36 months
o
u_
Features of NetFile Systems
z Hosted platform provided by NetFile Kiosk mode to view unredacted filings in User's office EL 24/7/365 access for filers and public to use Unlimited support and training to User Admin application to manage filers and filings E-mail based support to filers Filer application for filers to create and file filings Complies with CA State Law regarding paperlessfiling Public viewing portal
2 o
a
N
R.
0 USER AGREES TO PAY NETFILE FOR SERVICES IDENTIFIED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. AGREEMENT TERM IS STARTING ON THE DATE IDENTIFIED ABOVE. YOU ACKNOWLEDGE RECEIPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE AGREEMENT IS NOT BINDING ON NETFILE UNTIL SIGNED BY BOTH PARTIES.
COMPANY
City of Lake Forest NetFile, Inc.
AUTHORIZED LONATURE
9 AUTHORIZED SIGNATURE
1-
i TITLE
PRINTNAME
Debra Rose
PRINT NAME
Tom Diebert
Interim City Manager
TITLE
Vice President & COO
DATE
1 / ( / II'
DATE
1/6/17 •
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ATTACHMENT 2
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September 8, 2026
Thy Merritt
City Clerk, City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
Dear Thy:
Below is the quote you requested for the upcoming year.
Cost Information for Bundled Systems
Campaign Disclosure E-Filing & Administration System
Form 700 E-Filing & Administration System
SB 827 Fiscal & Financial Training System
Bundled Price for all 3 systems above: $9,450/year*
*Pricing includes multi-system discounts & Conference special The annual fee can be billed either annually or quarterly. The service dates for the above are:
January 1, 2027 – December 1, 2027
If you have any questions, please let me know.
Best regards,
To
m Diebert
Vice President, NetFile
NetFile
2707 Aurora Road
Mariposa, CA 95338
Tel (209)742-4100
Fax (209)391-2200
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ATTACHMENT 3
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GOVQA MASTER SERVICE( S) AGREEMENT
For GovQA Exchange Platform
THIS MASTER SERVICE( S) AGREEMENT( the" Agreement") NO LIABILITY FOR ANY CONSEQUENTIAL DAMAGES OF between GovQA, LLC( hereafter" GovQA") with its principal ANY KIND INCLUDING, BUT NOT LIMITED TO, DATA LOSS place of business at 900 S. Frontage Road, Suite 110 AND BUSINESS INTERRUPTION, AND THE PARTIES AGREE Woodridge, IL 60517 and the Lake Forest, CA, with its principal THAT THE ONLY REMEDIES THAT SHALL BE AVAILABLE TO place of business at 100 Civic Center Drive Lake Forest CUSTOMER UNDER THIS AGREEMENT SHALL BE THOSE Customer") is made effective as of 1/ 1/ 2022(" Effective Date"). EXPRESSLY SET FORTH IN THIS AGREEMENT. GOVQA' S
LIABILITY UNDER ALL CIRCUMSTANCES INVOLVED HEREIN
1. GOVQA DELIVERY OF SERVICE( S): THIS AGREEMENT IS EXPRESSLY LIMITED TO THE GovQA grants Customer a non- exclusive, non- transferable AMOUNT RECEIVED BY GOVQA UNDER THIS AGREEMENT. limited license to access and use the GovQA Service( s). This Agreement will also govern all additional Schedules for 5. TERMINATION:
Service( s). GovQA shall provide a quote annually on October 1stto reflect the cost for the next year's services in the event that the City
2. CUSTOMER RESPONSIBILITIES: opts to renew the agreement and continue services with Customer acknowledges it is receiving only a limited license GovQA. Either party may terminate this agreement without to use the Service( s) and related documentation, if any, and cause if the terminating party gives the other party sixty( 60) shall obtain no title, ownership nor any other rights in or to the days written notice prior to termination. The City agrees to a Service( s) and related documentation, all of which title and minimum of a one- year term. Should Customer terminate rights shall remain with GovQA. However, Customer will retain without cause within the first year, a refund for services will not ownership of all its data in the system. be issued by GovQA. Thereafter, GovQA may terminate service(s) if payments are not received by GovQA as specified Customer agrees that( 1) this license is limited to applications for in Schedule A. its own use and may not lease or rent the Service( s) nor offer its use for others; ( 2) GovQA is not responsible for content placed Upon any termination, GovQA will discontinue Service( s) under into the Service( s); ( 3) that the Service( s) will not be used to this Agreement; GovQA will provide Customer with an electronic capture confidential information, such as social security numbers copy of all of Customer' s data, if requested, at no additional cost; or individual financial data or other sensitive data unless and, the provisions of this Agreement regarding Ownership, deployed in Fortress; and, ( 4) that it will maintain the Authorized Liability, Confidentiality and Miscellaneous will continue to Website( s) identified in Schedule A, provide GovQA with all survive. information reasonably necessary to setup or establish the Service( s) on Customer' s behalf. 6. INDEMNIFICATION:
GovQA shall defend, indemnify and hold Customer, its
3. SERVICE( S) LEVELS: employees, contractors, agents, or volunteers(" Customer GovQA will use commercially reasonable efforts to backup and Indemnitees") harmless from any and all losses, costs, fines, keep the Service( s) and Authorized Website( s) in operation penalties, damages and other amounts ( including consistent with applicable industry standards and will respond to reasonable attorneys' fees) incurred by, assessed against or customer' s requests for support Monday through Friday 7: 00 am imposed on Customer Indemnitees arising from or in to 7: 00 pm central time, excluding federal holidays. connection with any and all third party suits, claims, actions or demands( a" Claim"): ( i) alleging any GovQA' s product, THE SERVICE( S) ARE PROVIDED ON AN" AS IS" BASIS, software or service infringes any valid and issued patent, AND CUSTOMER' S USE OF THE SERVICE( S) IS AT ITS copyright, or trademark or similar property right of a third OWN RISK. GOVQA DOES NOT WARRANT THAT THE party, or( ii) for personal injuries, death or damage to tangible SERVICE( S) WILL BE UNINTERRUPTED OR ERROR- FREE personal and real property caused by the gross negligence OR UNAFFECTED BY FORCE MAJEURE EVENTS. or willful misconduct of GovQA, its employees, or agents.
4. WARRANTY AND LIABILITY: Customer shall defend, indemnify and hold GovQA, its GOVQA MAKES NO REPRESENTATION OR WARRANTY AS employees, contractors, agents, or volunteers(" GovQA TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR Indemnitees") harmless from any and all losses, costs, fines, PURPOSE EXCEPT AS OTHERWISE STATED HEREIN OF penalties, damages and other amounts ( including THE SERVICE( S) AND SHALL HAVE reasonable attorneys' fees) incurred by, assessed against or imposed on GovQA Indemnitees arising from or in
connection with any and all third party suits, claims, actions or demands( a" Claim") alleging personal injuries, death or damage to tangible personal and real property caused by the gross negligence or willful misconduct of Customer, its employees, or agents.
Party Initials: lii)."