Los Gatos City Council
June 21, 2022

Agreement for Services
Brightview Landscape Services ATTACHMENT 1

4.4.9 The TOWN shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., the TOWN may continue to hold sufficient funds to cover estimated wages and penalties under the contract.

4.5 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Service Provider.

4.6 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal.

4.7 Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to:

Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
Brightview Landscape Service, Inc.
450 Phelan Ave.

San Jose, CA 95112
or personally delivered to Service Provider to such address or such other address as Service Provider designates in writing to Town.

4.8 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings.

4.9 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Service Provider. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party.

Agreement for Services
Brightview Landscape Services ATTACHMENT 1
IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement.

Town of Los Gatos by:

Laurel Prevetti, Town Manager
Recommended by:

Timm Borden, Interim Director of Parks and
Public Works
Brightview Landscape Service, Inc., by:

Title
Approved as to Form:
_____________________________________
Gabrielle Whelan, Town Attorney
Attest:
______________________________________
Shelley Neis, MMC, CPMC, Town Clerk

Landscape Maintenance Services
BUSINESS PROPOSAL – May 27, 2022
BrightView Landscape Services, Inc.
450 Phelan Ave, San Jose CA 95112
T:(775) 303-6412 E: [email protected]

3 QUALIFICATIONS OF THE BIDDER
BrightView Landscape Services, Inc. Formerly ValleyCrest Companies and the Brickman Group were formed in 1949 by Burt Sperber in North Hollywood, CA. Starting with one nursery business, Burt expanded ValleyCrest into Landscape Nurseries, Development, Maintenance, Tree Care Services and Golf Course Maintenance. Today, BrightView is the largest full‐service landscape company in the United States. In our Landscape Maintenance division, we employ over 20,000+ employees and have 121 branches in 32 states and Puerto Rico. We specialize in a large array of services.

BrightView’s Maintenance Services segment delivers a full suite of recurring commercial landscaping services in both evergreen and seasonal markets, ranging from mowing, gardening, mulching and snow removal, to more horticulturally advanced services, such as water management, irrigation maintenance, tree care, golf course maintenance and specialty turf maintenance. Our maintenance division services customers including Fortune 500 corporate campuses and commercial properties, HOAs, public parks, leading international hotels and resorts, airport authorities, municipalities, hospitals and other healthcare facilities, educational institutions, restaurants and retail, and golf courses, among others.

We are the largest provider of commercial landscaping services in the United States, with revenues more than 10 times those of our next largest commercial landscaping competitor. We operate through a differentiated and integrated national service model which systematically delivers services at the local level by combining our network of over 200 branches with a qualified service partner network. Our branch delivery model underpins our position as a single-source end-to-end landscaping solution provider to our diverse customer base at the national, regional, and local levels, which we believe represents a significant competitive advantage.

BrightView has a highly trained staff that can develop a flexible and efficient plan to manage the Town of Los Gatos to successfully serve the citizens who use it. The key personnel we have assigned to this contract have over ten (10) years of training and experience. We will also place a full-time employee to the job as a dedicated Account Manager for the duration of the contract, who has over ten (20) years of experience in landscape maintenance supervision. In addition, our team includes an Irrigation Manager with over twenty-five (25) years of experience in irrigation installation and repairs and personnel with a California Qualified Applicator's License.

With over 75 years of landscape management, BrightView has experience with servicing high-end landscapes in the Bay area. With our multiple locations, we provide service to several government entities, including the City of San Jose, City of San Ramon, City of Hayward, City of Fremont, and City of Milpitas. Additionally, we provide services to multiple high-end properties for clients like Cisco, Apple, Google and Stanford Healthcare, which have locations in the Bay area. BrightView performs general landscape maintenance services for these clients, including turf management, water management, irrigation management, parkway maintenance sports field management, arbor care, plant health care, seasonal flower changes, and landscape upgrades including mulch applications.

Our management teams are the best in the industry and go through extensive training to ensure all contract guidelines are met for each customer, always delivering on our commitments. Our Bay area managers have all been with BrightView for over 15 years each, leading the maintenance and tree departments.

Our experienced, local teams ensure that your assets are more than simply maintained - they are enhanced to achieve maximum appeal and benefit. Whatever landscape challenges or opportunities you might have, BrightView’s dedicated and friendly staff will partner with you to accomplish your goals.

BrightView Landscape Services, Inc. is a corporation, which is publicly traded under BrightView Page 313 4 Holdings, Inc. In July 2018, we completed the initial public offering of our common stock.

Our common stock trades on the New York Stock Exchange under the symbol “BV”. Our principal executive offices are located at 980 Jolly Road, Blue Bell, PA 19422, www.brightview.com.

BrightView Landscape Services, Inc. is registered with the California Secretary of State, entity no. 0597424, registration date: 4/30/1970.

Evidence of Insurance is provided in the supporting documents. Brightview will have no issue procuring insurance required by the contract.

BrightView will not be using subcontractors for this work. All required services provided in the Scope of Work will be completed in-house.

BrightView embraces environmental stewardship as a core component of our mission. This value is reflected in our people, our work and how we operate our business each day. Our essential purpose is to expand and enhance the presence of plants and trees in the world, and those endeavors inextricably link BrightView to the ongoing process of creating a more sustainable Planet. Environmentally responsible landscapes – ones that protect, support, and safeguard our natural resources – are the intrinsic result of our efforts to continually innovate and educate through the array of design, development, and maintenance services we offer.

SUSTAINABILITY
At BrightView, finding solutions for some of our pressing environmental issues is vital to the future health of our company and our world. We view our role as one of support, rather than imposition on the natural and built environment. As an established leader in the landscape industry, we realize it is our duty and responsibility to apply unmatched expertise and resources to the process of finding real-world solutions that encourage water conservation, minimize green waste, protect natural habitats, and advocate other environmentally friendly horticultural best practices.

BrightView is holistically committed to making constant improvements in all areas of our operations and to collaboratively support the communities in which we operate by offering real contributions that improve the quality of life for all.

Oil and Green Waste Recycling
We recycle all of our large equipment oil (e.g. mowers, trucks). Our green waste recycling Includes grass clippings, leaves, small branches, and other landscape generated debris is transported to a green waste facility where it is broken down into compost rather than taking up space at a conventional landfill.

Efficient Vehicles
We are currently transitioning over to more fuel-efficient vehicles for our staff, including Toyota Prius, Chevy Bolts, Ford Fusion Hybrids, Ford Escape Hybrids and Ford Rangers Stewardship
Bring ideas and innovations that will help Napa County meet their goals for environmental stewardship. These may be related but not limited to water and energy conservation, improved indoor environmental health, and healthy material use
Electric Equipment
On-site power equipment will be battery powered electric equipment.

Pioneers in Energy Efficient Equipment in Landscape
BrightView is one of the nation’s largest users of zero-emission landscaping equipment, including electric line trimmers, electric blowers, and a fleet of electric mowers. Based on each mower

5 emissions equal to 1,500 cars averaging 12,000 miles per year. BrightView crews maintain landscapes at some sites such as, the University of Pennsylvania, using 100 percent electric mowers.

Bay Friendly Maintenance Practices
Bay-Friendly Landscape Maintenance practices shall be employed to minimize waste, protect air, and water quality, conserve energy and water, and protect natural ecosystems. All work shall be performed in a professional manner, using quality equipment, Bay-Friendly methods, and materials. The Branch Manager, William Carey, is Bay Friendly Qualified, and will ensure all Bay Friendly guidelines will be followed.

BrightView has been present in the Bay area for over 47 years. We are a respected full-service, maintenance company, with an average 15-year employee tenure. BrightView has significant operational capacity with in-house resources to include: Water Conservation experts, Irrigation Technicians, Certified Bay-Friendly Landscape Professionals, Certified Arborist, Pest Control and Safety Professional staff.

6 Project Team
Mike Ney, Vice President General Manager
KEY ROLE: Responsible for the successful operation of the San Jose Market and to support and develop Branch Managers. Ensures quality and efficient landscape management for clients.

Inspects client properties to monitor performance and overall job quality Employed with BrightView Landscape Services since 1999
• Employed with BrightView for 19 years / 23 years in the industry • Environmental Horticulture Science, Cal Poly San Luis Obispo, CA • IA Certified Landscape Irrigation Water Auditor
• AWWA Cross Connection specialist
• QAL – California Department of Pesticide Regulation
• Licensing / Certification Program (Category B) 15 years Eric Santos – Vice President Irrigation
Eric Santos oversees Irrigation and Water Management Services for BrightView and leads BrightView Irrigation Advisory Network and BrightView Irrigation Training Program. Eric graduated from Cal Poly, San Luis Obispo, with a Bachelor of Science degree in Agricultural Engineering and has worked with BrightView Landscape Services (formerly ValleyCrest) since 1994. • IA Certified Landscape Irrigation Auditor
• IA Certified Golf Irrigation Auditor
• IA Certified Irrigation Contractor
• IA Certified Irrigation Designer – Golf, Res, Comm. #002701 • IA Certified Landscape Water Manager
• IA Certified Irrigation Technician
• IA Certified Ag Irrigation Specialist
• US EPA WaterSense Partner
• AWWA - CA/NV Backflow Prevention Specialist #6881
• AWWA - CA/NV Cross Connection Specialist #903
Jay Jamison – Director of Operations
Constantly works to provide you with industry-leading value for the cost by improving BrightView’s daily operations and value-added services, as well as creating innovative cost-reduction solutions. recruits and develops managers and field personnel that have a proven track record of industry success. Builds and maintains relationships with customers to ensure we are exceeding your expectations.
• Jay has an AS degree in Agronomy/Pest Management.
• He has worked in the golf and landscape industry since 1988 in both maintenance and construction.
• Been with BrightView since 2005 holding positions of Operations Manager, Account Manager and Branch Manager and promoted to Director of Operations in 2017.

Ryan Bolich, Branch Manager
20 years in the industry including working at some of the most prestigious golf facilities in the Bay Area including Stanford University and Los Altos Golf and Country Club.
• BA University of California, Santa Cruz 2003
• MA University of California, Santa Cruz 2005
• MA University of Western Ontario, London, Ontario Canada 2006 • Joined BrightView 5 years ago
• PGA Class “A” golf professional

7 Luis Valdovinos, Account Manager
Luis joined Brightview in 2020 as a Production manager after spending 15 years in the landscape industry at various positions. He comes from a large landscaping family, as all his family members are involved in the professional landscaping business. In early 2021 Luis was promoted to Account Manager and has proven to be very successful in this role. Luis holds a bachelor’s degree in Business Administration and Marketing from San Francisco State University.

Daniel Arroyo, Production Manager
Daniel has been in the landscaping business for 25+ years. He has been with Brightview for over 20 years. Daniel brings a wealth of experience in all aspects of landscaping. In his career he has worked in maintenance running crews on site; worked as a Production Specialist, designing and creating new landscapes; and as an Irrigation lead running a team of irrigation technicians. In his current role Daniel is responsible for the quality of the landscaping on site as well as the training of the crews. He is our management team’s eyes on the ground and will be inspecting the landscaping sites several times a week.

8 Transition
90 DAY START-UP
The landscape maintenance team at BrightView is prepared to make a positive impact on the existing landscape of the Town of Los Gatos within the first ninety-days. Our start up program will result in identifying those landscape elements that may not meet acceptable standards in plant health, safety, and aesthetics, and outline a plan of landscape management. 90 Day Plan
BrightView is committed to improvement through a systematic development of priorities for safety, bike path conditions, shrub care, tree care, water basin, medians and sidewalks planters and aesthetics.
- Maintain and improve the appearance of the property in general - Start-up and complete summer maintenance cycle and prepare for winter as sections are turned over to the Town of Los Gatos.
- Work with you to further develop a horticultural sound long-term goal and assist with the creation of budgets.

START UP PROCESS
BrightView will prepare a landscape needs assessment (horticultural analysis of the existing landscape) using the objective of the landscape master plan. The first step includes photo documentation to illustrate existing conditions and assist with the determination of benchmarks for improvement. Improvement areas will be designated as those areas impacting site safety, shrubs, hedges, groundcover, and necessary weed abatement. Also included will be a safety inspection, a survey of the entire job site regarding possible hazards and safety concerns. A report on these concerns and recommendations for mitigation will follow. All dead or dying plant material will be removed following approval.

These initial efforts will result in a thorough knowledge and understanding of the sites’ conditions, requirements, and needed areas of improvement. We feel an immediate, positive impact is possible on existing fertility, tree detail and weed control.

WATER MANAGEMENT SERVICES AVAILABLE
Experienced team trained and certified in the operation of leading Central Irrigation Systems and ET adjusting controllers.
- Application and administration of water rebate programs offered by local water agencies. - Installation of water conservation devices such as pressure regulators, rain shut off devices, ET adjusting controllers, and MPR sprinkler nozzles. - Water Auditing and Budgeting.
- Irrigation Design and Installation
- Backflow and Cross Connection Testing.
- Reclaimed Water Installation, Retrofit and Management.

SEASONAL ACTIVITIES
At BrightView, we utilize seasonal activities when lawn and plants are dormant. Seasonal Activities Include:
- Dead Heading Seed Head of Fescue and others
- Leaf Clean-Up
- Hard Pruning

9 MAINTENANCE ROUTINE BY AREA
In our 90 day start-up we will submit a maintenance route for the locations that are serviced by frequency. This will include a path of travel, pruning and mowing route. This is a helpful schedule for all city managers to find us in any location during the workweek.

ROUTING OUR TEAMS
Proper routing: reduces wasted time, inefficient service, lower use of fuel per truck and decreases accident rates.

The crew will be assigned a route that they will service per the requirements and agreed upon service frequencies. We will utilize a custom map that plots all the jobs for the city and is coded for frequency, included site notes, and can be used for scheduling.

PREVENTATIVE MAINTENANCE
▪ After hours shop services to minimize equipment downtime ▪ Scheduled oil and lube/grease changes based on equipment use and conditions ▪ Daily cleaning of equipment and checks for loose nuts and bolts ▪ Daily sharpening of mower blades to provide clean cuts ▪ Daily inspection of safety switches
▪ Monthly renovation of equipment by shop manager
▪ Extra equipment available for use when others are in the shop ▪ Mobile fleet mechanic
▪ Every property is different and thus has a unique set of maintenance needs. We will evaluate the areas of work in detail to create a maintenance plan that will fit into our new direction like the one below.

TASK SPECIFIC ITEMS
Pruning: Pruning will be performed at least three times per year at each site. Best horticultural practices will be followed when pruning. The Town of Los Gatos will be consulted if there are any questions on desired pruning in an area.

Chemical Applications: All field staff are trained annually on the safe and proper handling of pesticides. Though not every person is expected to spray, we want to ensure that the staff knows how to handle it in case of an emergency. The spray program will be overseen by a certified QAL and Edwin Cortez, Production Manager, is readily available to assist in creating unique spray programs, perform in-depth trainings or help diagnose plant health issues.

Fertilizer: Our team will be training with Edwin Cortez, Production Manager, to assist us in getting even coverage and proper application of our fertilizer.

Leaves: When leaf season hits it is all hands-on deck. We know how challenging leaf season can be and have the equipment and manpower to handle it in a timely manner. We have multiple leaf vacuums and large dump trucks for quick and efficient loading of the leaves. We have crews come ahead and prepare areas ahead of the leaf trucks so that we can fully use them when the leaf fall is intense. We have an extra truck on hand to rotate in while the first is on its way to the dump. At peak season we are taking multiple dumps per day to the green waste stations. We also have two tow behind blowers, which we use to help get the leaves out of the street or sidewalks; they are able to quickly move large amounts of leaves.

When possible, we mulch the leaves and return the clippings to bare planter beds to help build up a healthy layer of topsoil in the planter beds. Leaves are removed from the turf when there is a lot of buildup, when the leaf fall is not significant the mow crew mulches the leaves into the grass. This enlarges our ability to handle more sites per day.

Weed, Disease and Pest Control Plan: We will provide on a monthly basis our material data

10 safety sheets on all products used and provide a screen shot each month of our Contractor's State Pesticide Report.

Integrated Pest Management (IPM) is an environmentally sensitive approach to pest management that incorporates three phases of control: prevention, observation, and intervention. Through this approach, BrightView significantly reduces or eliminates the use of pesticides. We can manage pests below a tolerable population threshold without hindering the beneficial organisms that assist in maintaining the environment. Products are initially selected for their effectiveness and the Directors of Technical Services evaluate each product according to its performance (efficacy) and the plant's tolerance to the product. Complete IPM program included in proposal.

Products are also screened for their possible effects on the health of employees, clients, and the public. Healthy plants managed in the proper environment can tolerate more pests and disease.

Pest control relies on good cultural practices, trapping, predators, biological controls, least toxic alternatives, as well as traditional pesticides when necessary. All these methods are used by BrightView to incorporate IPM into our projects.

Irrigation System Maintenance and Repair Plan: Primary goal will include an initial inspection of the irrigation system at all locations to identify any system failures and repair accordingly in addition to providing a report for the Town of Los Gatos for review. Reporting will be completed as outlined in the RFP scope of work.

A systematic approach will be utilized to maximize the use of controllers for seasonal irrigation including the frequency and duration to meet the water requirements of the plan serviced by the valve. Programming of the controllers will be done in accordance as directed by the City Account Manager. System checks will be performed weekly to identify maintenance repairs as specified in the RFP scope of work. Measures will be adhered to in the event drought conditions are mandated

TREE CARE
• Tree Pruning:
• Maintain site lines and clearance
• Prune as necessary to maintain open walkways, intersections, security cameras and stations, utility access etc.
• Trip and fall hazards
• Regularly remove dead, broken and hanging branches.
• Future tree structure
• Prune young trees for central leader and spaced branching Disease Control:
• Reduce amount dead leaves and dieback on certain trees and shrubs • Disease control program for sycamores, roses, oaks, and other woody plants Insect Control:
• Reduce sticky honeydew and sooty mold
• Treat aphids and similar sucking insects that feed on sugary plant sap. Sometimes this sticky sap drips onto walkways and patios. Dark mold often grows on the sap. Dirt sticks to dripping sap blowing onto windows.

Staking and Guying Plan
• On a monthly basis, BrightView shall check and perform staking and guying of all trees if required
• Trees that are injured by stakes and/or girdled by ties will be replaced by BrightView.

11 STAFFING PLAN:

Quantity Position
1 Project/Account Manager
1 Production Managers
2 Full time crew members with truck and trailer
1 Irrigation tech
• Production Manager support the Project/Account Managers to coordinate the crews, create quality control inspections (QI) and other field activities. Our Production Managers directly supervise the crews and quality of our services. They conduct regular spot checks of each crew and routine physical inspections of all job sites. They will also provide reports and updates as needed to the Town of Los Gatos Maintenance Managers. • Mowing: The mowing is scheduled and geographically routed. Crews will provide turf care service by area, including mowing, leaf abatement, hazard checks, hardscape blowing, and all detailing. Porters will be working in the same geographical regions as the mowers.

Crew sizes will be dictated by areas and efficiencies. The mow crews are to police areas where they are pruning for trash and branches and are to communicate safety, irrigation or weed issues to Account Managers.

In the winter months when mowing services are reduced, the Account Manager will be sending written communication about any delays in mowing services due to rain, frost, or storms, as well as a written plan to get back in schedule.
• Pruning: We will be providing crews to complete the pruning at least three times per year.

These crews will perform shrub pruning, ground cover edging, vine control where applicable, supplemental weed control, debris removal and trash pick-up. Priority will be given to safety clearance of corners, sidewalks, bike paths and other pedestrian or vehicle access/visibility issues.

Time has been scheduled in the annual schedule for pruning crews to assist with leaf drop in the winter and weeds in the spring as needed.
• Irrigation manger: We will have one irrigation manager who will work as the point of contact for the Town of Los Gatos irrigation. He will be responsible to organize tasks for the Irrigation Technicians; reporting and following up on work orders; updating Google Docs and overseeing quality control. He will also oversee the monitoring and adjustment of the stand-alone systems, as well as assist in performing repairs if needed. • Irrigation technicians: Three irrigation technicians report to the irrigation manager. Our irrigation technicians are familiar with the contract and know the irrigation systems intimately. Their knowledge and work effort help set us apart from other contractors. One of the technicians will be devoted to the checking and basic repairs of the Town of Los Gatos controllers. He will conduct on-site irrigation system checks for maximum water efficiency and propose programming changes to the Town of Los Gatos for the centralized system.

He will monitor and adjust stand-alone systems, as well as perform any repairs necessary.

The other two technicians will work with the irrigation manager to repair contractual issues reported by the Town of Los Gatos. The irrigation technicians will also be point of contact with the field for any repairs or issues the field staff see in their areas. Any issues found by the technicians or field staff will be reported to the irrigation manger to be repaired or discussed as needed with the Town of Los Gatos. They will also be assisting with the

12 system checks on city controllers. Managers and field staff communicate with the irrigation team through phone
• calls, site walks and texts. Texts include photos of the issues as well as site locations and details of the issue.
• Irrigation Repair Technicians: Irrigation technician and crew focused on billable repairs that consist of a separate team so that your landscape does not fall behind. • Spray Technicians: We have 3 experienced spray technicians who work independently, at the direction of the Production Manager, to perform chemical and non-chemical weed control efforts, and general hazard checks. The technicians are trained and will be supervised by a DPR Qualified Applicator. Prune crews, mow crews and porters will supplement post-emergent spraying while on site. Spray technicians will also perform all pre-emergents, turf post-emergents, and plant growth regulator applications. They can also apply chemical for aphid prevention, fruit reduction and other pest control activities if desired.
• Enhancements Crews: The Branch has an enhancement team for installation, and renovation projects or any large projects like weed abatement or large pruning projects that are outside of the scope of work. They are available as support to the Account Manager and Customer for consultation and design of renovation or water conservation projects. In addition, we have these enhancement crews separate from our maintenance crews to perform any billable work.
• Staff: BrightView currently has the management and field staff ready to devote to the contract, including experienced crew leaders, trained and efficient irrigation technicians and multiple spray technicians, we will hire on field staff as needed between being awarded the contract and the start of the contract so that we can be prepared to start the new contract off strong.
o Each crew is supervised by an English-speaking Crew Leader and cross trained with another Crew Leader to provide consistent, quality service in the event of vacation or sick time. Generally, they will work in 2-man crews, but crews may work in tandem. This will allow for several staff to be familiar with all areas. • Our Crew Leaders and Technicians are included in the planning and scheduling of the work, as well as given direct supervision and training from our Account Managers, Production Managers, Branch Manager and Regional Manager. • Meetings will be conducted weekly with Crews, Technicians and Manager to review schedule and priorities. Adherence to the maintenance schedule will be strictly enforced through on-site physical checks and regular communication via telephone. • All crews, technicians and managers are equipped with phones with email, camera, and text abilities to ensure timely and thorough communication from the field to both customer and internal parties.
• All BrightView employees are required to wear their assigned uniforms during their shift and maintain them in a clean, neat order. They vary by seasonal need, but will include long blue work pants, logoed work shirt or jacket, OSHA approved safety vest, work boots and other required safety equipment (PPE).
• Each vehicle is identified by fleet number. All drivers are screened and drivers that tow trailers are DOT certified and must meet stringent driving record requirements prior to

13 • All waste materials will be transported and disposed of at a proper disposal facility.

Chemicals and equipment will be applied or used in compliance with all local, state, and federal authorities and common-sense safety practices.

We have in-house mechanics which allow us to have quick turnaround on repairs and equipment set up so there is no down time in the field. The mechanics also assist the crews in preventative maintenance on their equipment and vehicles.

HOURS OF OPERATION:

Branch hours of operation: 6:30 am to 4 pm

EMERGENCY AFTER HOURS CONTACT INFORMATION
Emergencies are best managed through by contacting our Emergency Call Line at (650) 289- 9324. A designated manager will be On-Call, ready to respond within 24 hours, 365 days a year, as needed.
• You will have 24/7 access to your Account Manager, by telephone and email. Our gardeners and irrigation specialists are also available around the clock. • Emergencies that occur outside of regular business hours will be dealt with according to the severity of the situation.
- For minor irrigation issues, we will do everything possible to turn off the water supply within two hours or less of being notified and fix the problem the next business day. - All safety hazards will be resolved at the time we are notified. - You can expect a response and proposed solutions to after-hours emergencies within two hours or less.

14 Horticulture Calendar

TURF JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC OPTIONAL Mow l l l l l l l l l l l l
Blowing l l l l l l l l l l l l
Edge l l l l l l l l l l l l
Aeration l
Fertilizer l l as needed
Pre-emergent Weed control l
Post-emergent Weed control l l l l l l l l l l l as needed Disease Control l l l l l l l l l l l l as needed
Insect Control l l l l l l l l l l l l as needed

SHRUBS AND BEDS JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC OPTIONAL Weed control l l l l l l l l l l l l
Pre-emergent weed control l
Post-emergent Weed control l l l l l l l l l l l
Spot Treatments l l l l l l l l l l l l
Fertilization l l as needed
Disease Control l l l l l l l l l l l l as needed
Insect Control l l l l l l l l l l l l as needed
Trail Maintenace l l l l l l l l l l l l

TREES JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC OPTIONAL Detail Tree Rings l l l l l l l l l l l l
Pruning up to 15' hgt. l l l l
Insect Control l l l l l l l l l l l l

MISCELLANEOUS JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC OPTIONAL Debris/ Litter Removal l l l l l l l l l l l l
Fall Clean-up l l l
Spring Clean-up l l l
Curb/Gutter Weed Control l l l l l l l l l l l l

IRRIGATION JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC OPTIONAL Inspection l l l l l l l l l l l l
Controller Box Cleaning l l l l l l l l l l l l

15 BrightView Landscape Maintenance IPM
Program
The BrightView fertilizer and pest control programs are IPM programs. Pests are identified and monitored. Monitoring insects, mites and diseases means someone working in the landscape must see damaged ornamental plants from the insects or disease, be familiar with that damage, and observe the damage over time. Is it getting worse? Is it spreading? And, does it matter to the clients and people who live, work or recreate in the landscape. Location is important as well. Shrubs covered with sticky honeydew from sucking insects near a building entrance is a concern, shrubs covered with sticky honey, but in a parking lot perimeter bed, may not be an issue. However, these plants must be monitored to ensure the sucking insects are not causing the shrubs to decline.

The major landscape pest is weeds. Weeds are prevented by many management practices.

BrightView only uses pesticides such as herbicides, insecticides, miticides where pests are degrading the landscape or causing unacceptable plant damage. This is often called an Action Threshold, and will vary by type of property and standards set the property manager. There is also business incentive minimize pesticide use. BrightView contracts include most pest control and BrightView does not charge for most pesticide applications. Consequently, labor and materials cost of pesticide applications are an expense - with no off-setting revenue.

Fertilizer products are chosen for both landscape plant needs and environmental goals of the client.

Most fertilizer use is for fine turf that is expected to have few weeds. Nitrogen fertilizer maintains the turf density to keep weeds from establishing in soil exposed to sunlight. Turf that must tolerate wear like event lawns and sports turf requires enough nitrogen fertilizer to maintain enough active growth to replace plants damaged by objects placed on the turf, foot traffic and sports use. As with pesticides, fertilizer is usually a labor and material cost with no off-setting revenue. Minimizing turf fertilizer applications reduces mowing time, fuel use and equipment wear. These are all expenses that are reduced – a benefit of reduced fertilizer. However, as discussed above if the turf grows too slowly and becomes thin, weeds will invade much more easily. Weeds are the best adapted plants on the landscape, and they will invade. Consequently, if we use too little fertilizer, we will incur an increased expense for labor and herbicides to control the weeds – a cost of reduced fertilizer.

Fertilizer needs vary with types of plants. Many established woody plants need very little fertilizer.

Plants mulched with chipped branches or “Arbor mulch” often need little fertilizer. As much as possible, branches from pruning and all woody plant material is chipped and spread on site. Besides fertilizer value, the decaying mulch creates a spongy layer that holds water longer, and runoff is reduced.

Nitrogen stimulates more growth and flowering. Roses and many flowering perennials will have more visual impact when fertilized regularly through the year. Potassium fertilizer may be needed to support the nitrogen stimulated growth. Certain soils supply very little phosphate, and this need is indicated by regular soil testing.

16 Weed Control
Avoid Soil Movement of Landscapes
Major pollutants in urban areas with up-to-date Agency regulations are air pollution, largely from internal combustion engines and soil that is washed or blown off landscapes. Anytime soil is disturbed it can then be moved by air or water. A key part of minimizing pollution from soil is protecting unpaved soil surfaces with vegetation and mulch, and not disturbing the soil by digging.

A significant amount of soil disturbance can result from digging up weeds to keep them from resprouting from roots and other underground parts.

Weeds are Adapted to Commercial Landscapes
Most Western landscape soil, even though compacted and root aeration-deficit prone, is quite fertile and many landscapes receive some nitrogen fertility from air pollution and recycled water. Many weeds are adapted to these “disturbed” and fertile conditions and are consequently well adapted to the urban landscape. Short of extensive digging the only way to do this is with systemic herbicides.

All “alternative” herbicides are contact materials and consequently are usually ineffective. Many hard to control weeds are:
• Adapted to fire - weeds are tolerant of losing their tops either by burning off using flaming or herbicidal soaps, or mechanically with hoes.
• Adapted to drought - many weeds quickly grow a large root system which makes them tolerant of losing their tops from flaming, hoeing or contact herbicides. • Adapted to intense grazing by sheep and goats - which makes them tolerant of losing their tops from flaming, contact herbicides, or hoeing.
• Weeds from Europe have gone through intense selection from the ice ages that squeezed all life into small areas between the ice and the Mediterranean Sea.

Many weeds from continental four season climates do not have these adaptations It is important to select competitive landscape plants that will shade the weeds. Shrubs are typically best for this.

Herbicides required to control landscape adapted weeds
There are no organic/natural selective, systemic or preemergent herbicides. There are many claims and anecdotal information but no scientific or evidence based information to back the claims. There are many organic/natural non-selective contact herbicides.

None of the herbicides used by BrightView will leave the landscape when used properly and pose negligible risk to trained workers. Exposure to the public is negligible because these herbicides do not significantly volatilize and are very difficult to dislodge once the applied herbicide has dried.

Ornamental landscapes are largely composed shrubs, trees and grasses. These plants exude a large amount of sugars and others organic compounds from their roots into the soil. This exudate supports a high level of biological activity that is part of the soil-plant-food web and rhizosphere.

Herbicides and other chemicals are rapidly metabolized by the soil microbes. Glyphosate is the herbicide used the most commonly, and it binds tightly to soil and will not move unless the soil moves. The preemergent herbicides isoxaben, prodiamine, and dithiopyr, when needed, are used in high enough quantity to create a continuous barrier to weed seed germination near the soil surface. However, these herbicides are not very soluble and will not move, again, as long the soil does not move.

The selective, systemic broadleaf herbicides triclopyr, 2,4-D, dicamba, and MCPP are soluble and move into the soil where they are rapidly broken down by the very biologically active rhizosphere around turfgrass roots.

17 Safety
Driver safety is included in BrightPath Training and is a regular topic of safety tailgates.

BrightView trains drivers using the Smith System - 5 Rules of Safe Driving. We perform daily inspections on all vehicles. BrightView utilizes an electronic Driver Vehicle Inspection Report tool to ensure all vehicles are checked daily, Federal DOT requirements are met and to keep our equipment properly maintained and operational.

Our crew vehicles are equipped with all the standard safety devices outlined above. Each morning , prior to the workday, crew leaders inspect all trucks and trailers. BrightView also has extensive driver safety certification program, mandatory weekly field crew safety meetings and weekly management safety calls.

Our vehicles are equipped with the following:
• Fire Extinguisher (charged / mounted / inspected within last 12 months) • OSHA 10-person first aid kit
• Safety triangle kit
• Spill kit
• 16 oz eye wash kit
• Cones (Pickup = 3, Truck & Trailer = 5, Dump Bed Truck = 5) • Annual DOT or inspection sticker is current
• Driver and vehicle documents present
Prior to any work being performed our team members must perform the Take 2 Pre-Job Safety Briefing to raise awareness around workplace hazards and reduce employee exposure to hazardous conditions. This process has been implemented in an electronic version where team members can complete the eTake 2 Pre-Job Safety Briefing through the WorkSpaces phone app.

Additional Information on Cones
All Maintenance Truck and Trailer combos shall be inspected during dispatch/gate checks to ensure five (5) traffic cones are properly loaded and stored on the vehicles.

All Enhancement, Irrigation and Production Manager vehicles require three (3) traffic cones.

Required: 28” minimum height, orange cone with two reflective stripes and black base.

Positioning of Cones for Trucks and Towed Units:
• Position cones behind the towed unit, angles toward the curb or side of the road (D.O.T or state guidelines may need to be used).
• One cone positioned in front of the vehicle.
• One cone positioned alongside between truck and towed unit. High visibility safety vests are required for all workers near traffic.

Example:

Positioning of Cones for Vehicles without Towed Units:
• One cone positioned behind the vehicle
• One cone positioned in front of the vehicle
• One cone positioned alongside the vehicle

18 Example:

Lastly, our team members have the right to stop work authority and that if any work cannot be performed safely…STOP…and contact Branch Management or Branch Safety Leader. Please do not hesitate to contact me with any questions.

Quality
The QSA System is BrightView’s nationwide program that helps standardize the quality audit process. Implementing the QSA system will allow us to perform Landscape Quality Evaluations with efficiency and integrity while providing our customers and management a tool to monitor our performance. Our diversified training and communication methods allow us to manage client expectations proactively. One of the successful ways BrightView ensures quality performance is by utilizing a structured self-evaluation process. The QE system will set the standards for the Landscaping Industry.

Technology allows us to dispatch immediately if there is an issue and provide confirmation of completion through photos and prompt reporting. Photos, Quality Inspection Reports and Quality Site Assessments are also used daily to help identify issues and work order locations, as training tools using before and after shots, and to clarify expectations.

In addition to the QSA program, BrightView has an internal quality assurance program called QI.

This program is used to drive regular crew and team development conversations. The objective is to increase site quality, enhance crew leader and crew development and standardize branch operational practices. Your Account Manager and Branch Manager are responsible for conducting QI’s and these are used as a tool to coach and develop the crews.

19 QI Example:

Training
Our employees are constantly trained in their individual areas and are fully capable of providing the highest quality of services. Through our “BRIGHTPATH PROGRAM” we offer training for entry level individuals and a career path for growth to all levels of employees. All Project Managers and Supervisors are supported by a new BrightView App which provides them with the tools they will need, such as a complete trainer guides and skills matrix.

This program not only Increases team member satisfaction and retention, it also ensures the delivery of ready, trained, safe and enabled crews who provide consistent, quality service to our customers. With ongoing training and coaching they will acquire new skills and develop professionally and grow in their careers at BrightView.

20 As part of BrightView’s commitment to safeguard the health of its employees, it provides a safe place to work and to supply its customers with the highest quality service, the company has a clear policy on the use of alcohol, drugs and other controlled substances by its employees.

Because substance abuse, either while at work or away from work, can seriously endanger the safety of employees, company property, and render it impossible to supply top-quality service, the company has established its program to detect and remove users or abusers of alcohol, drugs, and other controlled substances.

21 References
City of San Jose
Miguel Hernandez
404 Mabury Rd.

San Jose, CA 95133
(408) 590-0603
[email protected]
Annual Contract: $333,962
2/2019 to Present
Landscape services of city streets, medians, right of
ways and parks
City of Milpitas
Joseph Aguilera
1265 N. Milpitas Blvd.,
Milpitas CA 95035
(408) 586-2647
[email protected]
Annual Contract: $1,601,699
11/2017 to Present
Landscape services of citywide parks
City of San Ramon
Gary Savell
5000 Crow Canyon Road, Public Services Dept.

San Ramon, CA 94582
(925) 973-2802
[email protected]
Annul Contract: $753,948
7/2017 to Present
Landscape services of city streets, medians, right of ways and parks

22 Certificate of Status

23 DIR Registration

24 Licenses

25 Proof of Insurance

26 ATTACHMENT D

BID PRICE SHEET
For all services described below, unless excluded by the Town in description of services below, the Town shall consider unit prices below to include all labor, equipment, fees of any kind, overhead, insurance, fuel, materials, surcharges, disposal fees, and any other costs associated with and necessary for the Bidder to perform such service. No qualifications, exemptions, or alterations of services described below will be allowed. Failure to comply will result in disqualification of bid.

COST PROPOSAL
TABLE A - Base Bid Schedule Median and Facilities Maintenance Bid Item Description Quantity Services per
year
Unit Price
per service
Total
price
Total
Hours
01 September thru
February
(1 – 16)
2 services
per month
02 March thru
August
(1 – 16)
3 services
per month
36 TABLE A Base bid total:

TABLE B - ADD-ALT Median and Facilities Maintenance
03 ADD/ALT
(17 – 29) Quarterly 4
TABLE C - Base Bid Schedule Mowing
Bid Item Location # of
services/year
Unit Price Total Item
Price
Total Hours
04 Oak Meadow Park 44
05 Live Oak Manor 44
06 Bachman Park 44
07 Plaza Park 44
08 Blossom Hill Park 44
09 Belgatos Park 44
10 Howes Play Lot 44
11 Pageant Grounds 44
12 Civic Center 44
13 Los Gatos Youth Rec 44
14 Oak Hill play Lot 44
15 La Rinconada Park 44
Mowing Base Bid Total:
24 *Actual services
per year=12
*Actual services
per year=18
$2,059
$2,059
$24,708
$37,062
540
810
$61,770 1,350
$1,181 $4,724 104
$208 $9,152 202
$184 $8,096 177
$173 $7,612 166
$43 $1,892 42
$297 $13,068 286
$41 $1,804 40
$139 $6,116 134
$28 $1,232 26
$102 $4,488 98
$26 $1,144 25
$105 $4,620 102
$178 $7,832 171
$67,056 1,469

27 TABLE D - Base Bid Schedule Landscape and Lighting Districts Bid Item Location # of
services/year
Unit Price Total Item
Price
Total
Hours
16 Blackwell Dr. 26
17 Gemini Ct. 26
18 Kennedy Meadows 26
19 Santa Rosa Heights 26
20 Hillbrook 26
21 Vasona Heights 26
Landscape & Lighting District Base Bid Total:

Total Bid Pricing
Bid Item Description Total Price Total Hours
22 Table A - Medians & Facilities
23 Table B - ADD/ALT Locations
24 Table C - Mowing
25 Table D - Landscape & Lighting
Grand Total:

Miscellaneous Turf Services as needed:

Unless otherwise noted, rates shall include labor, equipment, and disposal Description Unit Unit Price Total Price

1. Turf aeration twice a year at all parks Lump Sum

2. Turf fertilization twice a year at all parks Lump Sum

3. Turf removal and replacement at Plaza
Park
Sq. Ft.

4. Repair ½” – 1” lateral PVC pipe Each

5. Replace 1¼” – 3” main line PVC pipe Each

6. Replace 1¼” – 2” inline valve Each
Labor Rates for Emergency and After Hours Work as Required:

Labor rates must reflect prevailing wages.

Labor Category Straight Time ($/hour) Overtime ($/hour) Foreman
Flagger
Laborer
Operator
$67 $1,742 39
$46 $1,196 26
$457 $11,882 260
$457 $11,882 260
$69 $1,794 39
$206 $5,356 117
$33,852 741
$61,770 1,350
$4,724 104
$67,056 1,469
$33,852 741
$167,402 3,664
$55 $82.50
$105 $157.50
$48.60 $73
$115 $175
$3.45 $51,750 based
on 15,000 SqFt
$300
$450
$550
$300 each
$450 each
$550 each
$5,650 $11,300
$4,486 $8,972

ATTACHMENT 2
Landscape Maintenance RFP Bid Proposal Results 6/2/2022 Brightview Landscape Services Monarch Landscape Companies Table A Base Bid Median & Facilities $ 61,770.00 Table A Base Bid Median & Facilities $ 26,921.70 Table B Add/Alt Median s $ 4,724.00 Table B Add/Alt Medians $ 25,998.00 Table C Base Bid Mowing $ 67,056.00 Table C Base Bid Mowing $ 119,206.39 Table D Base Bid LLDs $ 33,852.00 Table D Base Bid LLDs $ 64,723.01 Total $ 167,402.00 $ 236,849.10

PREPARED BY: Ying Smith
Transportation and Mobility Manager
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, Finance Director, and Interim Parks and Public Works Director
110 E. Main Street Los Gatos, CA 95030 ● 406-354-6832
www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 6/21/2022
ITEM NO: 11
DATE: June 10, 2022
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Accept the Complete Streets and Transportation Commission’s Recommendation to Not Proceed with a Pilot Program with Any Electric Scooter Providers
RECOMMENDATION:

Staff recommends that the Town Council accept the Complete Streets and Transportation Commission’s (CSTC) recommendation to not proceed with a pilot program with any electric scooter providers.

BACKGROUND:

At its November 2, 2021, meeting the Town Council received a staff presentation on shared mobility devices and provided direction to forward the item to the CSTC for consideration.

Shared mobility devices, such as electric scooters and bikes, experienced a period of broad interest and deployment that has since consolidated back to a more controlled implementation in cities throughout the State. These mobility devices can be rented by the public via a smartphone application that unlocks the motorized devices and lets the user park it when the rider arrives at their chosen destination.

DISCUSSION:

The CSTC identified the Multi-Mobility Policy as one of the Commission’s 2022 priorities. This priority would focus on motorized scooters, skateboards, and e-bikes. The CSTC assigned an Ad Hoc Committee to look specifically into the use of electric scooters in Los Gatos.

The CSTC prepared and approved a report titled Recommendation on E-Scooters (Attachment 1) for the Town Council’s consideration. This report documents the Ad Hoc Committee’s

PAGE 2 OF 2
SUBJECT: Electric Scooter Pilot CSTC Recommendation
DATE: June 10, 2022
DISCUSSION (continued):
activities, describes the Commissioners’ input, and provides the CSTC’s recommendations. In addition, the report includes meeting notes and information on peer agency experience.

At the May 12 meeting, the CSTC voted to recommend to the Town Council not to move forward with a pilot with any shared mobility device providers and at its June 9 meeting, approved the Recommendation on E-Scooters report.

CONCLUSION:

Staff recommends the Town Council accept the recommendation from the Complete Streets and Transportation Committee of not proceeding with an electric scooter pilot program with any providers.

COORDINATION:

This report was coordinated with the CSTC.

FISCAL IMPACT:

There is no fiscal impact as a result of the recommended action.

ENVIRONMENTAL ASSESSMENT:

This is not a project defined under CEQA, and no further action is required.

Attachment:

1. CSTC Report: Recommendation on E-Scooters

Recommendation on E-Scooters
Complete Streets and Transportation Commission
June 9 2022
Summary:

The Complete Streets and Transportation Commission has been reviewing our options for EScooters in Los Gatos. We do not see a compelling reason to move forward with a Pilot program for E-Scooters for Los Gatos.

1. Our belief is that rental scooters would not reduce the reliance on automobiles in Los Gatos.

2. E-Scooters would not be close enough to homes to be used for errands, coffee, or a meal, or for employees commuting to Los Gatos. Residents are more likely to use their own bikes or E-Bikes or buy their own E-Scooter to get to downtown.

3. E-Scooters would not be used to provide transportation for gaps in other mobility modes. a. Buses are not used very much and the one line goes all the way to Downtown LG. b. Campbell Light Rail is too far away to get much use for downtown Los Gatos. c. Downtown LG is not that large an area. Most people park their cars and walk where they need to go.

4. E-Scooters work best when there is robust infrastructure of bike lanes coming into Los Gatos and in the downtown area. Highway 9, Winchester/N Santa Cruz, University, and Los Gatos Blvd do not have robust bike lanes in various locations coming into Los Gatos.

5. The Commission has concerns regarding Rental E-Scooter parking, speeding, and riding on sidewalks. Some mitigations do exist for some of these potential problems.

6. In order to run a proper E-Scooter Pilot Program, significant work will be needed from Town Staff. The additional work could take away from other priorities that staff is working on.

Activities:

The Commission assigned an Ad Hoc Committee to look into the use of E-Scooters. The Ad-Hoc Committee participated in the following activities.

1. Met with a representative of Bird, an E-Scooter Rental Company. Attachment A.

2. Met with the person in charge of the E-Scooter program in downtown San Jose.

Attachment B.

3. Reviewed Pilot Program Slides from Fairfax, VA, a city with somewhat similar demographics to Los Gatos. Thanks to Town Staff for finding these presentations.

Helpful Slides included in Attachment C.

Attachment 1 Page 341

4. Reviewed the Mobility Section of the Plan 2040 for Los Gatos. For reference:

Additional Thoughts:

1. E-Scooter Rental companies have some helpful features:
a. “Geo-fencing” limits the rental E-Scooters to prevent riding outside a geographic area, limits speed in a geographic area, and in some instances prevents riding on a sidewalk. b. Rental E-Scooters have an overall programmable speed limit.

2. Designated parking areas would need to be created for E-Scooters to encourage proper parking.

3. The CSTC would not recommend riding rental E-Scooters on the Los Gatos Creek Trail due to the already heavy usage by pedestrians, bicycles, e-bikes, and privately owned e-scooters and e-skateboards. A fallback position would be to limit the speed of rental E-scooters to <10 mph while on the trail.

4. A few details of possible Town responsibilities for running a Pilot Program are included in attachment C.

5. Future Considerations:
a. If south parking lots were full, maybe people would park in the north lots and use an EScooter to get to E Main St or Town Plaza Area. b. Scooters might be used to travel from the North 40 to Downtown. c. If light rail come to the Vasona Area, E-Scooters could be used from the Vasona Station to Downtown.

Attachment A: Bird Electric Scooters Meeting with Los Gatos CSTC Ad Hoc 3/3/2022 Summary
Benefits of Electric Scooters

1. Electric Scooters are an alternative to cars to reduce traffic congestion and car parking concerns.

2. Electric Scooters are faster than walking.

3. Bird appears well organized and experienced with Electric Scooters in 350+ cities/towns.

They provide incentives for users to wear a helmet and park the scooter in a designated parking area. They employ fleet managers who re-distribute scooters several times per day.

4. Cost is $1.00 to unlock + ~$0.40 per minute
Concerns with Electric Scooters

1. Potential ugly crowded parking areas. This could discourage pedestrians.

2. Los Gatos is not being guaranteed side walk detection from Bird where the scooters would be prevented from operating on a sidewalk. This could be a big deal because a scooter going 15mph on the sidewalk downtown next to pedestrians where it is crowded would be dangerous.

3. Concerns of adding to the congestion of the creek trail via electric scooters.

4. Will Electric Scooters provide an overall net benefit to the town? Next Steps

1. Talk with nearby towns with similar demographics to Los Gatos who have implemented Electric Scooters to get their experience and concerns.

2. Suggestions from the Commission?

Questions and Answers with Bird
Michael Covato – Bird - Territory Manager 16 States
Program Design
• How many scooters would you anticipate stocking in a town like Los Gatos? o Bird uses an algorithm that would predict 375-400. But actually practically start with 70-100.
o No cost to city or business.
o Dashboard available with location of scooters and tracking/heat map data. o How are scooters moved around: Use machine learning based on data tracking.

Fleet managers collect scooters from wherever their end point ends up and place them dispersed where the best use location is. Rebalancing occurs multiple times per day.
o Users should be 18 or older (legal age).
• Have other towns our size had problems with scooters blocking streets and sidewalks? • Where are these scooters generally parked in an older town like Los Gatos? On the side walk? What does this look like for walkers?
o Town can designate scooter parking areas. Bird will offer incentives to end a ride at a parking area.
o Fleet managers can be contacted at 24/7 phone number with photos to resolve issues with improper parking quickly and easily.
• Can someone ride to other Cities?
o Yes, depending on permission from neighboring cities. Programmable (geofencing) to limit travel locations. o Scooters can be programmed for locations they can be used for a specific event as well as speed limits.
• What are the Cities that have signed on? See Bird’s website. o 350-400 cities.
• What kind of complaints do other similar older towns report? o New change: People not expecting scooters. Do press release to mitigate this issue.
o Improperly parked scooters would probably be a complaint. o Limit speed to 15 mph? or slower?. Programmable per location (geo-fencing).

Don’t ride on sidewalk would be education issue. Need to consider reasonable limits on speeds relative to cars and bicycles. Newer scooters have sidewalk detection, but LG probably won’t have this tech to start with. o Use of scooters Los Gatos Creek Trail? Programmable geo-fencing available, but restriction would be frustrating for scooter users.

• Is the business model centralized around making these work for a town or is this a fancy marketing for purchase items?
o Primary business is scooters, Bird has to make this work for the town. • What is the cost of a ride?
o $1 to unlock + $0.39-0.42 / minute.
o Incentives to reduce cost: helmet, parking in approved spots, etc.

Places You Can Ride
● What would prevent the scooters from being used on sidewalks esp. in downtown? ○ Preventing riding on sidewalk would be education issue. ○ Newer scooters have sidewalk detection, but LG probably won’t have this tech to start with.
● Would scooters function like cars in downtown as there is no bike lane? ○ Paradigm would be to think that scooters can go where bikes go.

Safety
● Can you share safety statistics from a town comparable to the size of Los Gatos? ● Do you collect data on others (walkers) injured by Bird scooters? If so how often does this occur? What kind of injuries are most common?
○ About the same as a bicycle. Very low percentage of collisions/ride. ● Helmet safety has really taken off for bikes. How do helmets become feasible in this model?
○ Bird will provide helmet for $~10. Or provide for bulk helmets for town purchase and distribution.
● How do e-scooters safely pass bikers? Pass on side of cars? ○ All have running lights, bells. Same issues as bicycles. Lane splitting is however, legal in California.

Questions and Answers with Bird Ying Smith’s notes in blue Program Design
• How many scooters would you anticipate stocking in a town like Los Gatos? 375 to 400 to start. Would come in with a smaller number, 65 – 70 units.

Distribution: partner with the field manager, fleet managers. deploy and rebalance are dynamic, based on machine learning. Rebalance multiple times per day.
• Have other towns our size had problems with scooters blocking streets and sidewalks? Typically between the sidewalk and parkstrip (?).

If a user doesn’t park properly to take a picture, they would incur a CC charge. Bird is responsible for removing Birds parked at the wrong places (24-hour contact number). • Where are these scooters generally parked in an older town like Los Gatos? On the side walk? What does this look like for walkers?
• Can someone ride to other Cities?
• What are the Cities that have signed on? See Bird’s website. • What kind of complaints do other similar older towns report? Not the same types of complaints as the older models. Most common: scooters parked in wrong places.
• Is the business model centralized around making these work for a town or is this a fancy marketing for purchase items?
The shared scooter side is much bigger than the retail scooter side. • What is the cost of a ride? Estimated around $4.75 on average in LG. • Parking: can designate parking area and restrict no parking areas (like sidewalk).

Management: real time dashboard to track usage
Special event deployment
Speed: capped at 15 mph, can be reduced at certain locations. For the most part, the State Laws treat it as a bicyclist.

Reservation function
Places You Can Ride
● What would prevent the scooters from being used on sidewalks esp. in downtown? Some scooters have the sensor for sidewalk, but not all at the beginning. Can only promise a small number to Los Gatos at the beginning. Currently, the tools are education and fine. ● Would scooters function like cars in downtown as there is no bike lane? Safety
● Can you share safety statistics from a town comparable to the size of Los Gatos? City safety studies and an independent study, will send.  Do you collect data on others (walkers) injured by Bird scooters? If so how often does this occur? What kind of injuries are most common?
● Helmet safety has really taken off for bikes. How do helmets become feasible in this model?
Provides an inexpensive helmet and free distribution.

Attachment B: Electric Scooters Meeting with San Jose and CSTC Ad Hoc 4/22/2022 Attending: Craig Dittmer (manages e-scooters for City of San Jose), Cheri Binkley, Gillian Verga, Jeff Thompson
How many rentable escooters are there from suppliers in San Jose. 6000 pre-pandemic, 2200 now.

What companies are you using?
Bird 2/3 and Lime 1/3. Spin for sidewalk detection trial, several other smaller companies.

What are the benefits San Jose sees from allowing electric scooters? Stop gap solution, 15 minute solution. Escooters provide transportation between gaps in other modes. Ie. Gaps between transportation types.

What concerns do you see with Electric Scooters.

If bike infrastructure doesn’t exist (eg. Bike lanes), then there can be problems. Eg. Riding on sidewalks.

Who uses escooters? Many locals use once, but may not be regular users. Occasional and tourist users. 3 tiered plan might be worth investigating: local, tourists, low income. Use the contact info on credit card.

What safety concerns do you have with escooters. Speeding? Running stop signs/stop lights? Ongoing issue. Helmet not required for riders. Hard to mandate helmets. Biggest issue:
additional scooters overwhelming infrastructure at an intersection. Collisions with Peds or cyclist are rare.

Do you allow escooters on sidewalks?, in bike lanes?, in car lane? Issues with any of these? Not on sidewalks, not in SJSU,
Do you have problems with escooters being parked improperly ie. On sidewalks or in front of businesses or in parking places, etc.

Not normally, now that designated parking places are put in place.

What are the main resident complaints you receive?
Sidewalk riding is biggest complaint. Clearly defined parking areas help with complaints for parking escooters.

Do you have any issues with getting escooters distributed to where they are needed? It works fairly well. The permit has provisions for $ Charges to the supplier if rebalancing gets out of whack. Ie $500 ticket.

What is the cost to rent an escooter? Do residents think this is reasonable? OK for occasional users and tourists. Not OK for commuters.

Do you allow them on the Guadalupe Trail. How is this working? They are allowed on GRT, but problem if they go 18 mph. Craig would not recommend escooters on LGCT. Maybe limit speed to 10 mph.

Do you use geo-fencing? How does this work out?
Yes, geofencing used. Spin has trial going on using sidewalk detection. Bird working on sidewalk detection by end of 2022. Lidar makes maps very accurate, GPS not so accurate.

Do incentives offered by suppliers effective? ie to wear helmets and park where directed? Craig was not aware of incentives offered by suppliers to reduce cost.

How do you control private escooters vs supplier offered escooters.

No regulations for private escooters. Less likely to be reckless at $1500 per scooter. They are <

0.5% or lower of the total escooters.

Any recommendations on which escooters supplier to use? Moving target. Scalability can be an issue. Need 750 scooters on ground to make it work for a supplier. Bird is fine, not so sure about Lime. Spin is good but exclusive. Useful for LG, Sara, Campbell, Cupertino if they could share suppliers, it might work better. As far as Craig knows, other towns in the area are unregulated so far.

Final Thoughts: Think about feasibility. SJ barely big enough for 2 providers. Try a trial period to gage public interest. Craig is only staff member for escooters in San Jose: 1500 hours/year, ¾ FTE. $97/year/escooter permit fee. Consider per trip fee, although this would provide variable funding. Berkeley has 0.3 FTE on staff. Work with others who have done this before. Craig is willing to continue to be a resource for us. This is very much appreciated.

Attachment C: Key Details of an E-Scooter Pilot Program from City of Fairfax, VA

PREPARED BY: Salina Flores
Human Resources Director
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Finance Director 110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/21/2022
ITEM NO: 12
ITEM NO:

DATE: June 9, 2022
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Approve an Amendment to the Classification Plan to Create a Flexibly Staffed Police Records Specialist Job Series
RECOMMENDATION:

Approve an amendment to the Classification Plan to create a flexibly staffed Police Records Specialist job series.

BACKGROUND:

The Town of Los Gatos Personnel Rules and Regulations (Section 4.4) and the Municipal Code (Section 2.30.925) require that amendments and revisions to the classification plan are effective upon approval by Town Council. Changes must be presented to Council for approval as part of the formal budget adoption, through the labor negotiations process, or as needed.

DISCUSSION:

The Town has an existing Police Records Specialist classification that was last revised in September 2014. In the process of a recent review of the classification, it was determined that a flexibly staffed classification series would better meet the needs of the Police Department to provide a mechanism for succession planning and a career ladder for existing and future employees.

In accordance with the Town’s existing Flexibly Staffed Classes procedure, flexible staffing is the alternate use of two or more classes in a designated series. Flexibly staffed classes allow Departments to hire at the entry-level and provide a career incentive as employees become proficient and gain more experience which ultimately benefits the Town through retention and reduced training time. Alternatively, Departments may hire new employees at the more

PAGE 2 OF 2
SUBJECT: Amendment to the Classification Plan to Create a Flexibly Staffed Police Records Specialist Job Series
DATE: June 9, 2022
DISCUSSION (continued):
advanced levels within the series depending on the complexity of assignments and experience needed when vacancies exist. The revised Police Records Specialist series would contain the following classifications: Police Records Specialist, Senior Police Records Specialist, and Police Records Specialist Lead. If approved, the Senior Police Records Specialist and Police Record Specialist Lead would be added to the Salary Schedule for TEA Classifications (Attachment 1).

Appropriate advances in salary ranges have been calculated using external and internal compensation data and to ensure equity organizationally. The new classifications, if adopted by Council, would be effective July 10, 2022.

Since this is a Town Employees’ Association (TEA) represented classification, staff has met its obligation to meet and confer regarding the proposed classification and salary range changes.

CONCLUSION:

Staff is requesting the approval of an amendment to the classification plan to create a flexibly staffed series for the Police Records Specialist classification that would result in the addition of Senior Police Records Specialist and Police Records Specialist Lead to the plan. The Town’s Personnel Rules and Municipal Code require Council approval of classification plan amendments. The California Public Employees’ Retirement System (CalPERS), that provides the Town’s employee pension benefits, requires that any changes proposed to Town salary schedules are formally approved by a municipal agency governing body (Town Council).

FISCAL IMPACT:

If a vacancy occurs or the Department chooses to promote an existing staff member, the cost will be absorbed into the Department’s existing operating budget.

ENVIRONMENTAL ASSESSMENT:

This is not a project defined under CEQA, and no further action is required.

Attachment:

1. Salary schedule for TEA Classifications Effective July 10, 2022, and proposed changes

Town of Los Gatos TEA Classifications
Salary Schedule for Fiscal Year 2022/23
Effective July 10, 2022
Class Code Classification Title Rate Type Range TE1 Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 4310 Account Technician Hourly 08 $36.88 $38.72 $40.66 $42.69 $44.82 $47.64 3580 Administrative Assistant Hourly 04 $30.87 $32.41 $34.03 $35.73 $37.52 $39.98 4620 Assistant Engineer Hourly 25 $49.12 $51.58 $54.16 $56.87 $59.71 $63.28 4420 Assistant Planner Hourly 12 $42.71 $44.85 $47.09 $49.44 $51.91 $55.09 4600 Associate Civil Engineer Hourly 27 $55.88 $58.67 $61.60 $64.68 $67.91 $71.89 4661 Associate Engineering Technician Hourly 14 $43.02 $45.17 $47.43 $49.80 $52.29 $55.48 4400 Associate Planner Hourly 20 $49.70 $52.19 $54.80 $57.54 $60.42 $64.02 4410 Building Inspector Hourly 24 $47.82 $50.21 $52.72 $55.36 $58.13 $61.62 4430 Code Compliance Officer Hourly 10 $42.76 $44.90 $47.15 $49.51 $51.99 $55.17 4530 Communication Dispatcher Hourly 17 $45.31 $47.58 $49.96 $52.46 $55.08 $58.41 4535 Communication Dispatcher Lead Hourly 19 $57.24 $60.10 $63.11 $66.27 $69.58 $73.64 4540 Community Services Officer Hourly 11 $36.36 $38.18 $40.09 $42.09 $44.19 $46.98 4615 Construction Project Manager Hourly 26 $53.61 $56.29 $59.10 $62.06 $65.16 $69.00 4660 Engineering Technician Hourly 13 $39.05 $41.00 $43.05 $45.20 $47.46 $50.41 4705 Environmental Programs Specialist Hourly 08 $36.88 $38.72 $40.66 $42.69 $44.82 $47.64 4200 Events and Marketing Specialist Hourly 06 $32.53 $34.16 $35.87 $37.66 $39.54 $42.10 3501 Executive Assistant Hourly 08 $36.88 $38.72 $40.66 $42.69 $44.82 $47.64 4900 IT Systems Administrator Hourly 23 $53.24 $55.90 $58.70 $61.64 $64.72 $68.54 4915 IT Technician Hourly 07 $39.91 $41.91 $44.01 $46.21 $48.52 $51.53 4810 Librarian Hourly 16 $40.81 $42.85 $44.99 $47.24 $49.60 $52.66 4830 Library Assistant Hourly 03 $30.13 $31.64 $33.22 $34.88 $36.62 $39.03 4807 Library Customer Service Specialist Hourly 01 $28.23 $29.64 $31.12 $32.68 $34.31 $36.61 4805 Library Customer Service Supervisor Hourly 08 $36.88 $38.72 $40.66 $42.69 $44.82 $47.64 4825 Library Specialist Hourly 06 $32.53 $34.16 $35.87 $37.66 $39.54 $42.10 4819 Library Tech Specialist Hourly 15 $39.55 $41.53 $43.61 $45.79 $48.08 $51.06 3181 Office Assistant Hourly 01 $28.23 $29.64 $31.12 $32.68 $34.31 $36.61 4640 Park Services Officer Hourly 11 $36.36 $38.18 $40.09 $42.09 $44.19 $46.98 4560 Parking Control Officer Hourly 01 $28.23 $29.64 $31.12 $32.68 $34.31 $36.61 4440 Permit Technician Hourly 09 $35.53 $37.31 $39.18 $41.14 $43.20 $45.94 TEA 8% Page 1 of 2 ATTACHMENT 1

Town of Los Gatos TEA Classifications
Salary Schedule for Fiscal Year 2022/23
Effective July 10, 2022
Class Code Classification Title Rate Type Range TE1 Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 4425 Planning Technician Hourly 11 $36.36 $38.18 $40.09 $42.09 $44.19 $46.98 4550 Police Records Specialist Hourly 05 $31.60 $33.18 $34.84 $36.58 $38.41 $40.91 4555 Police Records Specialist Lead* Hourly 31 $39.05 $41.00 $43.05 $45.20 $47.46 $50.41 4630 Public Works Inspector Hourly 18 $44.47 $46.69 $49.02 $51.47 $54.04 $57.32 4450 Senior Building Inspector Hourly 27 $55.88 $58.67 $61.60 $64.68 $67.91 $71.89 4525 Senior Communication Dispatcher Hourly 29 $50.76 $53.30 $55.97 $58.77 $61.71 $65.38 4831 Senior Library Page Hourly 02 $19.85 $20.84 $21.88 $22.97 $24.12 $25.91 4565 Senior Parking Control Officer Hourly 11 $36.36 $38.18 $40.09 $42.09 $44.19 $46.98 4405 Senior Planner Hourly 28 $57.24 $60.10 $63.11 $66.27 $69.58 $73.64 4552 Senior Police Records Specialist* Hourly 30 $35.53 $37.31 $39.18 $41.14 $43.20 $45.94 4610 Senior Public Works Inspector Hourly 26 $53.61 $56.29 $59.10 $62.06 $65.16 $69.00 4662 Sr. Engineering Technician Hourly 24 $47.82 $50.21 $52.72 $55.36 $58.13 $61.62 Reflects General Increase of 8%
*New Position Added Effective July 10, 2022
TEA 8% Page 2 of 2 Page 353
PREPARED BY: Stephen Conway
Finance Director
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, Finance Director 110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 6/21/2022
ITEM NO: 13
DATE: June 8, 2022
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Authorize the Following Actions Related to the Cal OES Pass Through Grant Subaward:
a. Accept a California Governor’s Office of Emergency Services (Cal OES) Pass Through Grant Subaward in the Amount of $7,000,000 for Public Safety and Emergency Resiliency;
b. Authorize a Revenue and Expenditure Budget Adjustment in the Amount of $7,000,000 to Receive and Disburse the Subaward; and c. Authorize the Town Manager to Execute Subrecipient Agreements with the Implementing Agencies to Disburse the Cal OES Pass Through Grant Subaward Based on the Original Grant Request
RECOMMENDATION:

Staff recommends that the Town Council authorize the following actions related to the Cal OES Pass Through Grant Subaward:
a. Accept a California Governor’s Office of Emergency Services (Cal OES) Pass Through Grant Subaward in the amount of $7,000,000 for Public Safety and Emergency Resiliency; b. Authorize a revenue and expenditure budget adjustment in the amount of $7,000,000 to receive and disburse the subaward; and
c. Authorize the Town Manager to execute subrecipient agreements with the implementing agencies to disburse the Cal OES Pass Through Grant Subaward based on the original grant request
BACKGROUND:

On May 7, 2021, the West Valley cities (Town of Los Gatos, City of Monte Sereno, City of Saratoga, City of Cupertino, and City of Campbell) together with Santa Clara County Fire Department (SCCFD) submitted a State Assembly budget request for public funds to enhance the public safety and emergency resiliency of the West Valley cities in the event of wildfire, earthquake, and other humanmade and natural disasters.

PAGE 2 OF 3
SUBJECT: Cal OES Pass Through Grant Subaward for Public Safety and Emergency Resiliency
DATE: June 13, 2022
BACKGROUND (continued):

The request, in collaboration with Assemblymember Evan Low, was presented to the Assembly Budget Committee and was ultimately approved. Town of Los Gatos has been appointed by the California Governor’s Office of Emergency Services (Cal OES) to be the subrecipient of the funds totaling $7,000,000 and is responsible for distributing the funds to the subrecipient West Valley cities listed in Attachment 1
DISCUSSION:

The full funding of $7.0 million was received this fiscal year. Below is a summary of the requested amounts and the associated programming:

The Defensible Space Wildland Fire Specialist Program will help the Town of Los Gatos along with the Cities of Monte Sereno, Saratoga, and Cupertino implement a pilot defensible space Wildland Fire Specialist Program for our communities to be implemented and overseen by Santa Clara County Fire Department (SCCFD). The amount requested for this program is $2.0 million.

The City of Campbell requested funding for a Resilient Emergency and Police Department Operations Center (EOC/DOC) project. The total amount requested for this is $3.9 million and would help them fund for the design and construction of the new Emergency and Police Department Operations Center. The initial plan for this project was to be funded through an approved Measure O obligation fund in 2018. Due to significant revenue declines caused by the COVID-19 pandemic, the projected Measure O bond proceeds were not met. With the help of this funding, the City can provide long-lasting and resilient benefit to the Campbell community and West Valley region.

Along with the projects previously mentioned, $1.0 million will be allocated to City of Cupertino. With this money, $500,000 will be appropriated towards a one-time Business Continuity and Resilience program and the other $500,000 will be appropriated for emergency coordination and communication enhancement in the Emergency Operations Center.

The remaining $100,000 will be allocated to City of Saratoga. With this allocation, the City will organize an incentive program that will encourage property owners to harden structures against fire in the Wildland Urban Interface (WUI). This program will prioritize older adults, people with disabilities, and individuals with economic hardships.

PAGE 3 OF 3
SUBJECT: Cal OES Pass Through Grant Subaward for Public Safety and Emergency Resiliency
DATE: June 13, 2022
CONCLUSION:

Staff recommends that the Town Council authorize the Town Manager to execute agreements with the implementing cities and authorize the revenue and expenditure budget adjustments.

COORDINATION:

This report and the agreements were coordinated with the Town Attorney’s and the Town Manager’s Offices.

FISCAL IMPACT:

If Council approves this item, the Town will receive the subgrant and distribute the entire proceeds to the implementing cities based on their original requests.

ENVIRONMENTAL ASSESSMENT:

The requested actions are not considered a project defined under CEQA, and no further action is required.

Attachments:

1. Cal EOS Pass Through Grant Subaward for Public Safety and Emergency Resiliency

2. Agreement with City of Campbell

3. Agreement with Santa Clara County Fire Department

4. Agreement with City of Cupertino

5. Agreement with City of Saratoga

ATTACHMENT 1

May 7, 2021
VIA: ELECTRONIC MAIL
The Honorable Evan Low
California State Assembly
State Capitol, Room 4126
Sacramento, CA 95814
RE: Assembly Budget Request – West Valley Cities Public Safety and Emergency Resiliency Dear Assemblymember Low,
The West Valley Cities and our collaborating agency appreciate the overture to submit an Assembly Budget request. The Town of Los Gatos, City of Monte Sereno, City of Saratoga, City of Cupertino, City of Campbell, and the Santa Clara County Fire Department (SCCFD) respectfully submit the following request to enhance the public safety and emergency resiliency of the West Valley in the event of wildfire, earthquake, and other manmade and natural disasters.

While our communities have our own unique individual characteristics, we share many very real common threats. The magnitude of response required to effectively manage an earthquake, wildfire or other disasters will quickly overwhelm our individual communities and require a coordinated regional response. To that end, our collaborative budget request is for $7 million to increase wildfire preparedness, prepare our business community appropriately, and modernize our Emergency Operation and Police Department Operation Centers (EOC/DOC).

Los Gatos, Monte Sereno, Saratoga, and Cupertino all either encompass or abut Wildland Urban Interface (WUI) and Very High Fire Hazard Severity Zones (Attachment 1). We have all made great strides individually to address the risk of wildfire in our communities, but collectively we can have a greater impact for our residents. As the map illustrates, wildfire knows no boundaries and a risk for one is a risk to all (Attachment 1). This funding will help to implement a pilot defensible space Wildland Fire Specialist Program for our communities to be implemented and overseen by Santa Clara County Fire Department (SCCFD). The City of Montecito established a similar program in 1994 and it is widely credited with sparing the city from the ravages of the 2017 Thomas Fire, now the seventh largest wildfire in California history. The request would also provide funding to provide economic incentives to modernize structures in the WUI to current Fire Code standards, such as upgrading wood shake roofs to fire resistant Class A materials.

In addition, to ensure an effective regional response in any emergency situation, all our communities need state-of-the-art effective Emergency Operation Centers and Police Department Operations Centers (EOC/DOC). This request will help West Valley cities achieve safe, modern, and technologically advanced EOCs and DOCs capable of facilitating regional joint emergency training and operation activities when mutual aid is needed.

And lastly, the pandemic clearly illustrated that many of our small to medium-sized businesses were ill prepared to respond to a disaster. Many businesses either know little, or never prioritize, effective emergency planning. This funding request would provide a one-time Business Continuity and Resilience program to provide resiliency improvements and technical assistance to businesses in emergency planning.

As disasters have plagued our state over the years, never has the importance of a collaborative regional approach to emergency preparedness and planning been more apparent. Our budget request would provide SCCFD with the funding to pilot a Wildland Fire Specialist Program, create incentives to harden structures in the WUI, enhance the effectiveness of our EOCs and DOCs to respond to emergencies, provide critical mutual aid, and help our business community better prepare for the eventual next disaster.

Even during these challenging budgetary times, there is nothing more important than safeguarding our residents and our communities. As such our West Valley Cities collaboration has chosen a selfless path to this budget request knowing that protecting one of our communities from the potential ravages of disasters protects all our communities.

Sincerely,

MAYOR MARICO SAYOC MAYOR SHAUN LEUTHOLD
Town of Los Gatos City of Monte Sereno

MAYOR YAN ZHAO MAYOR DARCY PAUL
City of Saratoga City of Cupertino
MAYOR ELIZABETH “ LIZ” GIBBONS CHIEF TONY BOWDEN
City of Campbell Santa Clara County Fire Department

LAUREL PREVETTI STEVEN LEONARDIS
Town of Los Gatos Town Manager City of Monte Sereno City Manager

JAMES LINDSAY DEBORAH FENG
City of Saratoga City Manager City of Cupertino City Manager

BRIAN LOVENTHAL
City of Campbell City Manager

N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc RESILIENT EMERGENCY AND POLICE DEPARTMENT OPERATIONS CENTER GRANT AGREEMENT Page 1 of 5 ATTACHMENT 2
AGREEMENT BETWEEN TOWN OF LOS GATOS AND CITY OF CAMPBELL FOR THE Cal

OES PASS THROUGH GRANT SUBAWARD
THIS AGREEMENT is made and entered into on ______________(DATE) by and between the Town of Los Gatos, a California municipal corporation, (“Los Gatos”) and the City of Campbell, a California municipal corporation (herein called “Campbell”). This Agreement is made with reference to the following facts.

I. RECITALS

1.1 Los Gatos, in conjunction with Campbell, submitted an Assembly Budget Request to the Assembly Budget Committee for the Resilient Emergency and Police Department Operations Center (EOC/DOC).

1.2 Los Gatos was awarded a $7,000,000 grant from the California Governor’s Office of Emergency Services (“Cal OES”) to be allocated between various entities as set forth in Exhibit A to this Agreement, and over which Los Gatos was appointed to be the administrator of this grant.

1.3 Campbell was awarded a $3,900,000 (“Campbell Funds” from the $7,000,000 grant from Cal OES to help Campbell achieve safe, modern, and technologically advanced EOCs and DOCs capable of facilitating regional joint emergency training and operation activities when mutual aid is needed.

II. AGREEMENTS

2.1 Scope of Services. Los Gatos will be responsible for administering the allocation to Campbell in a manner consistent with any standards required as a condition of providing these funds, which are hereby incorporated by reference and attached as Exhibit A.

Campbell will be responsible for using the funds consistent with the grant application and approval and the standards set forth in Exhibit A. Los Gatos shall disburse the entire amount of the Campbell Funds to Campbell by June 30,2022.

2.2 Term and Time of Performance. Program performance may retroactively begin on July 1, 2021, for purposes of determining eligible expenses unless otherwise noted in Exhibit A.

Accordingly, services of Campbell shall start on the 1st day of July 2021 and end on the 30th day of June 2024 but may be extended and remain in effect during any period that Campbell has control over the funds, if any. The term of this Agreement and the provisions herein may be extended by mutual agreement in writing to cover any additional time period consistent with grant requirements. Such extension may be based upon remaining initial funding under this Agreement or funding of which Los Gatos remains in control of from Cal OES funds or other assets.

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2.3 Budget. Campbell will incorporate this grant funding in accordance with applicable Governmental Accounting and Auditing Standards and procedures as provided by Campbell’s financial policies and procedures.

2.4 Payment. It is expressly agreed and understood that the total amount to be paid by Los Gatos under this Agreement shall not exceed the amount shown in Exhibit A.

2.5 Notices. Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, personal delivery, facsimile, or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery.

Notices sent by mail are presumed delivered after (5) days. All written communications under this Agreement shall be addressed to the individuals in the capacities listed below, unless otherwise modified by subsequent written notice.

Communications and details concerning this Agreement shall be directed to the following representatives:

Los Gatos Campbell
Town of Los Gatos City of Campbell
Attention: Laurel Prevetti Attn: Will Fuentes
Title: Town Manager Title: Finance Director
110 E. Main St 70 N. First St.

Los Gatos, CA 95030 Campbell, CA 95008
[email protected] [email protected]

2.6 Conditions.

A. "Independent Contractor"
Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Campbell shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement.

B. Hold Harmless
Each party shall hold harmless, defend and indemnify the other party from any and all claims, actions, suits, charges and judgments whatsoever that arise out of its performance or nonperformance of the obligations set forth in this Agreement.

C. Indemnification
Each party shall indemnify, defend, and hold harmless the other party from any claim, liability, loss, injury or damage arising out of, or in connection with, its performance of this Agreement or the performance of its agents, employees or subcontractors.

2.7 Administrative Requirements.

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A. Financial Management

1. Accounting Standards & Cost Principles
Los Gatos agrees to comply with Governmental Accounting Standards Board (GASB) accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred.

B. Documentation and Record Keeping

1. Records to be Maintained
Campbell shall maintain all records required by Los Gatos and the State of California.

2. Close-outs
Campbell’s obligation to Los Gatos shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to Subrecipient), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that Campbell has control over the funds, including program income.

C. Reporting
Campbell shall report on an annual basis for the Fiscal Year (FY) ending June 30th.

All program expenses related to the funds received under this Agreement are due by September 30th of each FY during the term of this Agreement.

D. Procurement

1. Compliance with Regulations
Campbell shall procure all materials, property, or services in accordance with its Purchasing Policies and Procedures.

2.8 Assignability. Campbell shall not assign or transfer any interest in this Agreement without the prior written consent of Los Gatos: provided, however, that claims for money due or to become due to Campbell from Los Gatos under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to Los Gatos.

III. GENERAL TERMS

3.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

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3.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara.

3.3 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the parties.

3.4 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Los Gatos and Campbell. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. Unless otherwise prohibited by law or Campbell’s policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by Campbell.

IN WITNESS WHEREOF, the parties have executed this Agreement.

Town of Los Gatos by:

Laurel Prevetti, Town Manager

Recommended by:

Department Head
Campbell, by:

Printed Name and Title
[add approved as to form sig block for
Campbell too]
Approved as to Form:

Gabrielle Whelan, Town Attorney
[attestation not necessary if agreement will not
be recorded]

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N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc DEFENSIBLE SPACE WILDLAND FIRE SPECIALIST PILOT PROGRAM Page 1 of 5 ATTACHMENT 3

AGREEMENT BETWEEN TOWN OF LOS GATOS AND SANTA CLARA COUNTY CENTRAL FIRE PROTECTION DISTRICT FOR THE Cal OES PASS THROUGH GRANT SUBAWARD THIS AGREEMENT is made and entered into on ______________(DATE) by and between the Town of Los Gatos, a California municipal corporation, (“Los Gatos”) and the Santa Clara County Central Fire Protection District, a California special district (herein called “County Fire” or “Implementing Agency”). This Agreement is made with reference to the following facts.

I. RECITALS

1.1 Los Gatos, in conjunction with the Implementing Agency and the Cities of Cupertino, Monte Sereno, and Saratoga submitted an Assembly Budget Request to the Assembly Budget Committee for the Wildland Urban Interface (WUI) Structure Hardening Incentives.

1.2 Los Gatos was awarded a $7,000,000 grant from the California Governor’s Office of Emergency Services (“Cal OES”) to be allocated between various entities as set forth in Exhibit A to this Agreement, and over which Los Gatos was appointed to be the administrator of this grant.

1.3 Implementing Agency was awarded a $2,000,000 (“County Fire Funds”) from the $7,000,000 grant from Cal OES to implement a pilot defensible space wildland fire mitigation program, (“Program”) for our communities and to be implemented and overseen by County Fire, the Implementing Agency.

II. AGREEMENTS

2.1 Scope of Services. Los Gatos will be responsible for administering the allocation to Implementing Agency in a manner consistent with any standards required as a condition of providing these funds, which are hereby incorporated by reference and attached as Exhibit A. Implementing Agency will be responsible for using the funds consistent with the grant application and approval and the standards set forth in Exhibit A. Los Gatos shall disburse the entire amount of the County Fire Funds by June 30, 2022.

2.2 Term and Time of Performance. Program performance may retroactively begin on July 1, 2021, for purposes of determining eligible expenses unless otherwise noted in Exhibit A.

Accordingly, services of Implementing Agency shall start on the 1st day of July 2021 and end on the 30th day of June 2024 but may be extended and remain in effect during any period that Implementing Agency has control over the funds. The term of this Agreement and the provisions herein may be extended by mutual agreement in writing to cover any additional time period consistent with grant requirements. Such extension may be based upon remaining initial funding under this Agreement or funding of which Los Gatos remains in control of from Cal OES funds or other assets.

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2.3 Budget. Implementing Agency will incorporate this grant funding in accordance with applicable Governmental Accounting and Auditing Standards and procedures as provided by Implementing Agency’s financial policies and procedures.

2.4 Payment. It is expressly agreed and understood that the total amount to be paid by Los Gatos under this Agreement shall not exceed the amount shown in Exhibit A.

2.5 Notices. Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, personal delivery, facsimile, or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery.

Notices sent by mail are presumed delivered after (5) days. All written communications under this Agreement shall be addressed to the individuals in the capacities listed below, unless otherwise modified by subsequent written notice.

Communications and details concerning this Agreement shall be directed to the following representatives:

Los Gatos Implementing Agency
Town of Los Gatos Santa Clara County Fire District
Attn: Laurel Prevetti Attn: Veronica Niebla
Title: Town Manager Title: Director of Business Services 110 E. Main St 14700 Winchester Blvd.

Los Gatos, CA 95030 Los Gatos, CA 95032
[email protected]

2.6 Conditions.

A. "Independent Contractor"
Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Implementing Agency shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement.

B. Hold Harmless
Each party shall hold harmless, defend and indemnify the other party from any and all claims, actions, suits, charges and judgments whatsoever that arise out of its performance or nonperformance of the obligations set forth in this Agreement.

C. Indemnification
Each party shall indemnify, defend, and hold harmless the other party from any claim, liability, loss, injury or damage arising out of, or in connection with, its performance of this Agreement or the performance of its agents, employees or subcontractors.

2.7 Administrative Requirements.

A. Financial Management

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1. Accounting Standards & Cost Principles
Los Gatos agrees to comply with Governmental Accounting Standards Board (GASB) accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred.

B. Documentation and Record Keeping

1. Records to be Maintained
Implementing Agency shall maintain all records required by Los Gatos and the State of California.

2. Close-outs
Implementing Agency’s obligation to Los Gatos shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to Subrecipient), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that Campbell has control over the funds, including program income.

C. Reporting
Implementing Agency shall report on an annual basis for the Fiscal Year (FY) ending June 30th. All program expenses related to the funds received under this Agreement are due by September 30th of each FY during the term of this Agreement.

D. Procurement

1. Compliance with Regulations
Implementing Agency shall procure all materials, property, or services in accordance with its Purchasing Policies and Procedures.

2.8 Assignability. Implementing Agency shall not assign or transfer any interest in this Agreement without the prior written consent of Los Gatos: provided, however, that claims for money due or to become due to Implementing Agency from Los Gatos under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to Los Gatos.

III. GENERAL TERMS

3.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor

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does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

3.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara.

3.3 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the parties.

3.4 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Los Gatos and Implementing Agency.

No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. Unless otherwise prohibited by law or County Fire policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by County Fire.

IN WITNESS WHEREOF, the parties have executed this Agreement.

Town of Los Gatos by:

Laurel Prevetti, Town Manager

Recommended by:

Department Head
Implementing Agency, by:

By: Mike Wasserman, President
Board of Directors
Signed and certified that a copy of this
document has been delivered by electronic or
other means to the President, Board of
Directors.

ATTEST:

Tiffany Lennear
Clerk of the Board of Directors
Date: ____________________

APPROVED AS TO FORM AND LEGALITY
Christopher R. Cheleden

N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc DEFENSIBLE SPACE WILDLAND FIRE SPECIALIST PILOT PROGRAM Page 5 of 5 ATTACHMENT 3
Lead Deputy County Counsel [add approved as to form sig block for Campbell too]
Approved as to Form:

Gabrielle Whelan, Town Attorney
[attestation not necessary if agreement will not
be recorded]

N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc BUSINESS CONTINUITY RESILENCE PROGRAM AND EOC Page 1 of 5 ATTACHMENT 4
AGREEMENT BETWEEN TOWN OF LOS GATOS AND CITY OF CUPERTINO FOR THE Cal

OES PASS THROUGH GRANT SUBAWARD
THIS AGREEMENT is made and entered into on ______________(DATE) by and between the Town of Los Gatos, a California municipal corporation, (“Los Gatos”) and the City of Cupertino, a California municipal corporation (herein called “Cupertino”). This Agreement is made with reference to the following facts.

I. RECITALS

1.1 Los Gatos, in conjunction with Cupertino, submitted an Assembly Budget Request to the Assembly Budget Committee for the Resilient Emergency Operations Center and Business Continuity Resilience Program.

1.2 Los Gatos was awarded a $7,000,000 grant from the California Governor’s Office of Emergency Services (“Cal OES”) to be allocated between various entities as set forth in Exhibit A to this Agreement, and over which Los Gatos was appointed to be the administrator of this grant.

1.3 Cupertino was awarded a $1,000,000 (“Cupertino Funds”) from the $7,000,000 grant from Cal OES to help initiate the Business Continuity Resilience Program which will provide resiliency improvements and technical assistance to businesses in emergency planning.

This funding will also help Cupertino to enhance their Emergency Operations Center to support city and regional response.

II. AGREEMENTS

2.1 Scope of Services. Los Gatos will be responsible for administering the allocation to Cupertino in a manner consistent with any standards required as a condition of providing these funds, which are hereby incorporated by reference and attached as Exhibit A.

Cupertino will be responsible for using the funds consistent with the grant application and approval and the standards set forth in Exhibit A. Los Gatos shall disburse the entire amount of the Cupertino Funds to Cupertino by June 30, 2022.

2.2 Term and Time of Performance. Program performance may retroactively begin on July 1, 2021, for purposes of determining eligible expenses unless otherwise noted in Exhibit A.

Accordingly, services of Cupertino shall start on the 1st day of July 2021 and end on the 30th day of June 2024 but may be extended and remain in effect during any period that Cupertino has control over the funds, if any. The term of this Agreement and the provisions herein may be extended by mutual agreement in writing to cover any additional time period consistent with grant requirements. Such extension may be based upon remaining initial funding under this Agreement or funding of which Los Gatos remains in control of from Cal OES funds or other assets.

N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc BUSINESS CONTINUITY RESILENCE PROGRAM AND EOC Page 2 of 5 ATTACHMENT 4

2.3 Budget. Cupertino will incorporate this grant funding in accordance with applicable Governmental Accounting and Auditing Standards and procedures as provided by Cupertino’s financial policies and procedures.

2.4 Payment. It is expressly agreed and understood that the total amount to be paid by Los Gatos under this Agreement shall not exceed the amount shown in Exhibit A.

2.5 Notices. Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, personal delivery, facsimile, or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery.

Notices sent by mail are presumed delivered after (5) days. All written communications under this Agreement shall be addressed to the individuals in the capacities listed below, unless otherwise modified by subsequent written notice.

Communications and details concerning this Agreement shall be directed to the following representatives:

Los Gatos Cupertino
Town of Los Gatos City of Cupertino
Attn: Laurel Prevetti Attn: Kristina Alfaro
Title: Town Manager Title: Administrative Services Director 110 E. Main St 10300 Torre Ave
Los Gatos, CA 95030 Cupertino, CA 95014
[email protected] [email protected]

2.6 Conditions.

A. "Independent Contractor"
Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Cupertino shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement.

B. Hold Harmless
Each party shall hold harmless, defend and indemnify the other party from any and all claims, actions, suits, charges and judgments whatsoever that arise out of its performance or nonperformance of the obligations set forth in this Agreement.

C. Indemnification
Each party shall indemnify, defend, and hold harmless the other party from any claim, liability, loss, injury or damage arising out of, or in connection with, its performance of this Agreement or the performance of its agents, employees or subcontractors.

2.7 Administrative Requirements.

N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc BUSINESS CONTINUITY RESILENCE PROGRAM AND EOC Page 3 of 5 ATTACHMENT 4
A. Financial Management

1. Accounting Standards & Cost Principles
Los Gatos agrees to comply with Governmental Accounting Standards Board (GASB) accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred.

B. Documentation and Record Keeping

1. Records to be Maintained
Cupertino shall maintain all records required by Los Gatos and the State of California.

2. Close-outs
Cupertino’s obligation to Los Gatos shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to Subrecipient), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that Cupertino has control over the funds, including program income.

C. Reporting
Cupertino shall report on an annual basis for the Fiscal Year (FY) ending June 30th.

All program expenses related to the funds received under this Agreement are due by September 30th of each FY during the term of this Agreement.

D. Procurement

1. Compliance with Regulations
Cupertino shall procure all materials, property, or services in accordance with its Purchasing Policies and Procedures.

2.8 Assignability. Cupertino shall not assign or transfer any interest in this Agreement without the prior written consent of Los Gatos: provided, however, that claims for money due or to become due to Cupertino from Los Gatos under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to Los Gatos.

III. GENERAL TERMS

3.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc BUSINESS CONTINUITY RESILENCE PROGRAM AND EOC Page 4 of 5 ATTACHMENT 4

3.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara.

3.3 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the parties.

3.4 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Los Gatos and Cupertino. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. Unless otherwise prohibited by law or Cupertino’s policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by Cupertino.

IN WITNESS WHEREOF, the parties have executed this Agreement.

Town of Los Gatos by:

Laurel Prevetti, Town Manager

Recommended by:

Department Head
Cupertino, by:

Printed Name and Title
[add approved as to form sig block for
Cupertino too]
Approved as to Form:

Gabrielle Whelan, Town Attorney
[attestation not necessary if agreement will not
be recorded]

N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc BUSINESS CONTINUITY RESILENCE PROGRAM AND EOC Page 5 of 5 ATTACHMENT 4 Page 374
N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc WUI STRUCTURE HARDENING Page 1 of 5
ATTACHMENT 5
AGREEMENT BETWEEN TOWN OF LOS GATOS AND CITY OF SARATOGA FOR THE Cal

OES PASS THROUGH GRANT SUBAWARD
THIS AGREEMENT is made and entered into on ______________(DATE) by and between the Town of Los Gatos, a California municipal corporation, (“Los Gatos”) and the City of Saratoga, a California municipal corporation (herein called “Saratoga”). This Agreement is made with reference to the following facts.

I. RECITALS

1.1 Los Gatos, in conjunction with Saratoga, submitted an Assembly Budget Request to the Assembly Budget Committee for the Wildland Urban Interface (WUI) Structure Hardening Incentives.

1.2 Los Gatos was awarded a $7,000,000 grant from the California Governor’s Office of Emergency Services (“Cal OES”) to be allocated between various entities as set forth in Exhibit A to this Agreement, and over which Los Gatos was appointed to be the administrator of this grant.

1.3 Saratoga was awarded a $100,000 (“Saratoga Funds”) from the $7,000,000 grant from Cal OES to initiate an incentive program to encourage property owners to bring their structures in the WUI of the City to harden their structures and them into compliance with current Fire Code standards.

II. AGREEMENTS

2.1 Scope of Services. Los Gatos will be responsible for administering the allocation to Saratoga in a manner consistent with any standards required as a condition of providing these funds, which are hereby incorporated by reference and attached as Exhibit A.

Saratoga will be responsible for using the funds consistent with the grant application and approval and the standards set forth in Exhibit A. Los Gatos shall disburse the entire amount of the Saratoga Funds to Saratoga by July 15, 2022.

2.2 Term and Time of Performance. Program performance may retroactively begin on July 1, 2021, for purposes of determining eligible expenses unless otherwise noted in Exhibit A.

Accordingly, services of Saratoga shall start on the 1st day of July 2021 and end on the 30th day of June 2024 but may be extended and remain in effect during any period that Saratoga has control over the funds, if any. The term of this Agreement and the provisions herein may be extended by mutual agreement in writing to cover any additional time period consistent with grant requirements. Such extension may be based upon remaining initial funding under this Agreement or funding of which Los Gatos remains in control of from Cal OES funds or other assets.

N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc WUI STRUCTURE HARDENING Page 2 of 5
ATTACHMENT 5

2.3 Budget. Saratoga will incorporate this grant funding in accordance with applicable Governmental Accounting and Auditing Standards and procedures as provided by Saratoga’s financial policies and procedures.

2.4 Payment. It is expressly agreed and understood that the total amount to be paid by Los Gatos under this Agreement shall not exceed the amount shown in Exhibit A.

2.5 Notices. Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, personal delivery, facsimile, or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery.

Notices sent by mail are presumed delivered after (5) days. All written communications under this Agreement shall be addressed to the individuals in the capacities listed below, unless otherwise modified by subsequent written notice.

Communications and details concerning this Agreement shall be directed to the following representatives:

Los Gatos Saratoga
Town of Los Gatos City of Saratoga
Attn: Laurel Prevetti Attn: Nick Pegueros
Title: Town Manager Title: Finance Director
110 E. Main St 13777 Fruitvale Avenue
Los Gatos, CA 95030 Saratoga, CA 95014
[email protected] [email protected]

2.6 Conditions.

A. "Independent Contractor"
Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Saratoga shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement.

B. Hold Harmless
Each party shall hold harmless, defend and indemnify the other party from any and all claims, actions, suits, charges and judgments whatsoever that arise out of its performance or nonperformance of the obligations set forth in this Agreement.

C. Indemnification
Each party shall indemnify, defend, and hold harmless the other party from any claim, liability, loss, injury or damage arising out of, or in connection with, its performance of this Agreement or the performance of its agents, employees or subcontractors.

2.7 Administrative Requirements.

A. Financial Management

N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc WUI STRUCTURE HARDENING Page 3 of 5
ATTACHMENT 5

1. Accounting Standards & Cost Principles
Los Gatos agrees to comply with Governmental Accounting Standards Board (GASB) accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred.

B. Documentation and Record Keeping

1. Records to be Maintained
Saratoga shall maintain all records required by Los Gatos and the State of California.

2. Close-outs
Saratoga’s obligation to Los Gatos shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to Subrecipient), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that Saratoga has control over the funds, including program income.

C. Reporting
Saratoga shall report on an annual basis for the Fiscal Year (FY) ending June 30th.

All program expenses related to the funds received under this Agreement are due by September 30th of each FY during the term of this Agreement.

D. Procurement

1. Compliance with Regulations
Saratoga shall procure all materials, property, or services in accordance with its Purchasing Policies and Procedures.

2.8 Assignability. Saratoga shall not assign or transfer any interest in this Agreement without the prior written consent of Los Gatos: provided, however, that claims for money due or to become due to Saratoga from Los Gatos under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to Los Gatos.

III. GENERAL TERMS

3.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc WUI STRUCTURE HARDENING Page 4 of 5
ATTACHMENT 5

3.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara.

3.3 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the parties.

3.4 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Los Gatos and Saratoga. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. Unless otherwise prohibited by law or Saratoga’s policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by Saratoga.

IN WITNESS WHEREOF, the parties have executed this Agreement.

Town of Los Gatos by:

Laurel Prevetti, Town Manager

Recommended by:

Department Head
Saratoga, by:

Printed Name and Title
[add approved as to form sig block for
Saratoga too]
Approved as to Form:

Gabrielle Whelan, Town Attorney
[attestation not necessary if agreement will not
be recorded]

N:/MASTER/AGREEMENTS/AgreementTemplates/AgreementforConsultantServices.doc WUI STRUCTURE HARDENING Page 5 of 5
ATTACHMENT 5 Page 379
PREPARED BY: Gitta Ungvari
Finance and Budget Manager
Reviewed by: Assistant Town Manager, Finance Director, Town Attorney, and Information Technology Manager
110 E. Main Street Los Gatos, CA 95030 ● 406-354-6832
www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 6/21/2022
ITEM NO: 14
DATE: June 10, 2022
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Five-Year Agreement with Tyler Technologies to Provide Enterprise Resource Planning (ERP) Software Implementation and Ongoing Support for the Town of Los Gatos for $1,147,328 plus a 10% contingency for a Total Agreement Amount Not to Exceed $1,262,061
RECOMMENDATION:

Staff recommends that the Council authorize the Town Manager to execute a Five-Year Agreement with Tyler Technologies to provide enterprise resource planning (ERP) software implementation and ongoing support for the Town of Los Gatos for $1,147,328 plus a 10% contingency for a total agreement amount not to exceed $1,262,061.

BACKGROUND:

The current ERP system was implemented in 2008 and has become outdated. Staff determined that a modern system was required to meet the demands for advanced functionalities, improved efficiencies, fiscal transparency, better customer service, and enhanced systems integration all in a single platform. Staff initially engaged with the current software provider for potential upgrade of the existing software. The current software provider CentralSquare (formerly Sungard, Pentamation) was not able to provide an update for the current system due to organizational restructuring from multiple acquisitions.

DISCUSSION:

The Town of Los Gatos issued a Request for Proposal (RFP) to solicit responses from qualified firms offering proven, integrated solutions to replace the Town’s current CentralSquare FinancePlus Enterprise Resource Planning system, specifically in the areas of Finance, Human Resources, Payroll, and Miscellaneous Billing.

PAGE 2 OF 2
SUBJECT: Authorize the Town Manager to Execute an Agreement with Tyler Technologies to Provide ERP Software Implementation and Ongoing Maintenance Services for the Town of Los Gatos with Tyler Technologies
DATE: June 21, 2022
DISCUSSION (continued):

The RFP was listed on the Town website and was sent to vendors who had reached out to staff prior to the release of the RFP. These companies included WorkDay, Oracle, Tyler Technologies, OpenGov, and CentralSquare.

The Town received only one proposal from Tyler Technologies. During the initial meetings with WorkDay and Oracle, both companies commented that their solution was geared towards significantly larger organizations. OpenGov only provided limited services and our current provider did not submit a proposal with its most current software package.

After the RFP submittal, Tyler Technologies provided a demonstration of their Tyler Munis system both to the executive management staff and to particular Town staff power users. The response to the RFP was reviewed by an inter-disciplinary Town team, evaluating the submittal based on enhanced reporting capabilities, streamlined process workflows, and self-service online services for residents, customers, and vendors. The reviewers also assessed the proposer’s demonstration of organizational, functional, and technical capabilities, as well as the experience, expertise, and qualifications necessary to provide a fully integrated and proven ERP solution to include both implementation and ongoing maintenance and support.

The proposed ERP system would include the implementation of the following functional areas.  Financial Management
 Human Capital Management
 Executive Time and Attendance and Advanced Scheduling  Business Licenses
The various modules for each functional area will be implemented through a phased approach spanning a two-year period as detailed in the Statement of Work (Attachment 1).

PAGE 3 OF 2
SUBJECT: Authorize the Town Manager to Execute an Agreement with Tyler Technologies to Provide ERP Software Implementation and Ongoing Maintenance Services for the Town of Los Gatos with Tyler Technologies
DATE: June 21, 2022
DISCUSSION (continued):

The proposed ERP system will be SaaS based solution and meets all the following project objectives:
 Consolidate information, link processes and functions, and eliminate separate Departmental spreadsheets/Excel databases in favor of a single system that integrates the Town’s financial and non‐financial applications through a common database;
 Streamline business processes to take advantage of best practices through automation, integration, and enhanced workflows;
 Provide a user‐friendly and intuitive user interface to promote system use and productivity;
 Eliminate the need for redundant data entry;
 Eliminate the need for manual input when preparing the annual budget and financial statements;
 Improve and/or provide necessary reports and reporting capabilities, and access to data through inquiry or drilldown capabilities; and
 Provide interface capabilities with third‐party systems.

Tyler Technologies currently has over 2,000 customers nationwide and over 150 in California.

Forty former CentralSquare customers have migrated over successfully to Tyler’s Munis solution in California (Attachment 2). Staff also performed reference checks with other surrounding municipalities who currently utilize the Tyler Munis solution and received positive feedback. Based on staff’s overall assessment, it was decided to enter negotiations with Tyler Technologies for the draft contract.

It should be noted that during contract discussions, there was one area of disagreement between the parties. Tyler has proposed to indemnify the Town for claims “arising out of its negligence or willful misconduct.” Staff did ask Tyler for a more general indemnification for any personal injury or property damage claims arising out of its performance – regardless of whether or not Tyler was negligent or engaged in willful misconduct. Tyler declined to make that change, citing its needs to be consistent with other city contracts. While staff would have preferred the Town’s language, given the totality of the product staff is recommending that the Town accept Tyler’s proposed indemnification language.

PAGE 4 OF 2
SUBJECT: Authorize the Town Manager to Execute an Agreement with Tyler Technologies to Provide ERP Software Implementation and Ongoing Maintenance Services for the Town of Los Gatos with Tyler Technologies
DATE: June 21, 2022
CONCLUSION:

Authorize the Town Manager to execute a five-year agreement with Tyler Technologies to provide ERP software implementation and ongoing support services for the Town of Los Gatos for $1,147,328 plus a 10% contingency for a total agreement amount not to exceed $1,262,061.

COORDINATION:

The preparation of the RFP, review of the proposal, and negotiation of the contract was coordinated between the Town Manager’s Office (including IT), Finance Department, Human Resources Department, and the Town Attorney’s Office.

FISCAL IMPACT:

Sufficient funds for the implementation including the first two years of the annual SaaS fees and augmented staff cost are incorporated into the Town’s Proposed FY 2022/23 – FY 2027/28 Capital Program Budget.

ENVIRONMENTAL ASSESSMENT:

This is not a project defined under CEQA, and no further action is required.

Attachments:

1. Agreement with Tyler Technologies to provide ERP Implementation and Ongoing Maintenance and Support Services

2. Account Success Replacing CentralSquare.pdf

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

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

SECTION A – DEFINITIONS
 “Agreement” means this Software as a Service Agreement.  “Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B.
 “Client” means the Town of Los Gatos, 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.

ATTACHMENT 1

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 E.
 “Support Call Process” means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C.
 “Third Party Hardware” means the third party hardware, if any, identified in the Investment Summary.
 “Third Party Products” means the Third Party Software and Third Party Hardware.  “Third Party SaaS Services” means software as a service provided by a third party, if any, identified in the Investment Summary.
 “Third Party Services” means the third party services, if any, identified in the Investment Summary.
 “Third Party Software” means the third party software, if any, identified in the Investment Summary.
 “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Products or other parties’ products or services, as applicable, and attached or indicated at Exhibit D.
 “Tyler” means Tyler Technologies, Inc., a Delaware corporation.  “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.
 “we”, “us”, “our” and similar terms mean Tyler.
 “you” and similar terms mean Client.

SECTION B – SAAS SERVICES

1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software,

3 as further described in Section C(9). The foregoing notwithstanding, to the extent we have sold you perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are receiving SaaS Services, your rights to use such Tyler Software are perpetual, subject to the terms and conditions of this Agreement including, without limitation, Section B(4). We will make any such software available to you for download.

2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount of Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in Section H(1). In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s).

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.

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

4 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.

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

5 are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/aboutus/compliance, and in the event of any change in our status, will comply with applicable notice requirements.

SECTION C – PROFESSIONAL SERVICES

1. Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary and described in the Statement of Work. After the Effective Date, and in coordination with the Project kickoff activities identified in the Statement of Work, we will make our project staffing assignments. Upon request, Tyler will provide you with project resumes that will demonstrate relevant experience with past projects for project team members that are allocated for onsite services. You agree that those resumes are for your information and planning purposes only.

Once our key project team members are assembled and your counterparts have been identified, both parties agree that, except for reasons outside of their control, the parties will not remove staff and personnel from their assigned project roles without reasonable advance notice and good cause, and that they will work together to mitigate project impacts after any such removal. The parties will also work together to manage the project impact resulting from the temporary unavailability of project staff from either party. We agree to use commercially reasonable efforts to maintain consistency of project personnel and commit to replacement resources having sufficient project knowledge, without additional cost to you, in order to render services in accordance with contractual requirements. If any staff turnover occurs on the Tyler project team, Client will not be responsible for any additional costs related to the aforesaid turnover.

In the event Tyler personnel are not providing services consistent with our services warranty or are otherwise negatively impacting the project, you will notify us of that deficiency and give us a reasonable opportunity to address the issue(s). In the event the deficiency persists, we will replace that project member, upon written request and demonstration of good cause. Replacement staff will be assigned following the same processes set forth above and shall have reasonably sufficient experience and project knowledge to fulfill applicable obligations under the Agreement. The foregoing notwithstanding, if the replacement personnel is providing services onsite, you shall remain liable for travel expenses incurred by such personnel, to be invoiced in accordance with the Business Travel Policy.

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.

6 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 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

7 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 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 thencurrent 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.

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

8 warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products.

4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third-party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy.

SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES

1. Invoicing and Payment. We will invoice you the SaaS Fees and fees for other professional services in the Investment Summary per our Invoicing and Payment Policy, subject to Section E(2).

2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.

You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so.

SECTION F – TERM AND TERMINATION

1. Term. The initial term of this Agreement is five (5) years, commencing on the first day of the first month following the Effective Date, unless earlier terminated as set forth below. 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.

9 2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section H(3).

2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty-five (45) days or more.

2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience.

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

10 caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.

2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for 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.

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.

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.

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. To the extent permitted by the state Public Records Act, eachparty 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 and Venue. 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. In the event of litigation, venue will be in the state or federal courts located in County of Santa Clara.

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

14 hereto will be deemed an original signature and will be fully enforceable as if an original signature.

Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement.

22. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement.

23. Socrata Solution Terms. Your use of certain Tyler solutions includes Tyler’s Socrata data platform.

Your rights, and the rights of any of your end users, to use Tyler’s Socrata data platform is subject to the Socrata SaaS Services Terms of Service, available at https://www.tylertech.com/terms/socratasaas-services-terms-of-service. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms.

24. Contract Documents. This Agreement includes the following exhibits:

Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Schedule 1: Hyperlinked Terms
Schedule 2: DocOrigin Terms
Exhibit E Statement of Work
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below.

Tyler Technologies, Inc. Town of Los Gatos, CA
By: By:

Name: Name:

Title: Title:

Date: Date:

Address for Notices: Address for Notices:

Tyler Technologies, Inc. Town of Los Gatos
One Tyler Drive 110 E Main St
Yarmouth, ME 04096 Los Gatos, CA 95030
Attention: Chief Legal Officer Attention: ______________________________

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.

Tyler sales quotation to be inserted prior to Agreement execution.

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2021-312326-M4W7L6 CONFIDENTIAL Page 1
Quoted By: Jennifer Wahlbrink
Quote Expiration: 06/17/22
Quote Name: Town of Los Gatos-ERP-Munis
Quote Description: 4-5-22 Town of Los Gatos, CA v.5
Saas Term 5.00
Sales Quotation For:

Town of Los Gatos
110 E Main St Lbby
Los Gatos CA 95030-6945
Phone: +1 (408) 354-6828
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Financial Management
Accounting 1 136 $ 22,798.00
Accounts Payable 1 40 $ 6,306.00
Bid Management 1 32 $ 2,491.00
Budgeting 1 56 $ 6,306.00
Capital Assets 1 48 $ 5,262.00
Cash Management 1 40 $ 3,943.00
Contract Management 1 32 $ 2,473.00
Project & Grant Accounting 1 40 $ 4,297.00
Purchasing 1 100 $ 9,350.00
Vendor Access 1 32 $ 3,898.00
Human Resources Management
Advanced Scheduling 1 56 $ 10,362.00
Advanced Scheduling Mobile Access 1 0 $ 2,352.00
Employee Expense Reimbursement 1 40 $ 2,662.00
Human Resources & Talent Management 1 88 $ 4,843.00
Payroll w/ESS 1 168 $ 5,921.00
Exhibit A

2021-312326-M4W7L6 CONFIDENTIAL Page 2
Time & Attendance 1 80 $ 7,014.00
Time & Attendance Mobile Access 1 0 $ 2,553.00
Revenue Management
Accounts Receivable 1 80 $ 4,646.00
Business Licenses 1 128 $ 4,890.00
Cashiering 1 48 $ 8,394.00
Central Property File 1 8 $ 1,518.00
General Billing 1 40 $ 3,019.00
Civic Services
Resident Access 1 52 $ 4,646.00
Content Management
Content Manager Core 1 40 $ 8,865.00
Data Insights
Enterprise Analytics and Reporting w Executive Insights 1 88 $ 13,186.00 Additional
Enterprise Forms Processing (including Common Form Set) 1 0 $ 4,818.00 Sub-Total: $ 156,813.00
Less Discount: $ 15,682.00
TOTAL 1472 $ 141,131.00
Professional Services
Description Quantity Unit Price Extended Price Maintenance 40/60 Work Split - Tyler 40%, Remote 474 $ 185.00 $ 87,690.00 $ 0.00 Enterprise Forms Processing Configuration 1 $ 2,000.00 $ 2,000.00 $ 0.00 Project Management 240 $ 185.00 $ 44,400.00 $ 0.00
Conversions $ 21,700.00 $ 0.00
Onsite Implementation 400 $ 210.00 $ 84,000.00 $ 0.00
Remote Implementation 1072 $ 185.00 $ 198,320.00 $ 0.00 Exhibit A

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TOTAL $ 438,110.00 $ 0.00
3rd Party Hardware, Software and Services
Description Qty Unit Price
Unit
Discount Total Price
Unit
Maint/SaaS
Unit
Maint/SaaS
Discount
Total
Maint/SaaS
Cash Drawer 1 $ 260.00 $ 0.00 $ 260.00 $ 0.00 $ 0.00 $ 0.00 Hand Held Scanner - Model 1950GSR 1 $ 450.00 $ 0.00 $ 450.00 $ 0.00 $ 0.00 $ 0.00 Hand Held Scanner Stand 1 $ 30.00 $ 0.00 $ 30.00 $ 0.00 $ 0.00 $ 0.00 Printer (TM-S9000II) 1 $ 1,623.00 $ 0.00 $ 1,623.00 $ 0.00 $ 0.00 $ 0.00 Secure Signature System with 2 Keys 1 $ 1,650.00 $ 0.00 $ 1,650.00 $ 0.00 $ 0.00 $ 0.00 TOTAL $ 4,013.00 $ 0.00
Summary One Time Fees Recurring Fees
Total Tyler Software $ 0.00 $ 0.00
Total Annual $ 0.00 $ 141,131.00
Total Tyler Services $ 438,110.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 4,013.00 $ 0.00 Summary Total $ 442,123.00 $ 141,131.00
Contract Total $ 1,147,778.00
Estimated Travel Expenses excl in Contract Total $ 25,500.00 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.#:

All Primary values quoted in US Dollars
Exhibit A

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Detailed Breakdown of Conversions (Included in Summary Total) Description Qty Unit Price Unit Discount Extended Price Accounts Payable
AP - Checks up to 5 years 1 $ 2,600.00 $ 0.00 $ 2,600.00 AP - Invoice up to 5 years 1 $ 3,400.00 $ 0.00 $ 3,400.00 AP Standard Master 1 $ 1,600.00 $ 0.00 $ 1,600.00
Capital Assets
CA - History 1 $ 1,800.00 $ 0.00 $ 1,800.00
CA Std Master 1 $ 3,000.00 $ 0.00 $ 3,000.00
General Billing
GB Std CID 1 $ 1,500.00 $ 0.00 $ 1,500.00
Payroll
PR Payroll - Accumulators up to 5 years 1 $ 1,400.00 $ 0.00 $ 1,400.00 PR Payroll - Check History up to 5 years 1 $ 1,200.00 $ 0.00 $ 1,200.00 PR Payroll - Earning/Deduction Hist up to 5 years 1 $ 2,500.00 $ 0.00 $ 2,500.00 Purchasing
Purchasing - Standard 1 $ 2,700.00 $ 0.00 $ 2,700.00
TOTAL $ 21,700.00
Optional Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Data Insights
Capital Projects Explorer 1 0 $ 6,400.00
Open Finance 1 0 $ 12,800.00
Subscription Fees
ACFR Statement Builder 1 32 $ 6,280.00
Exhibit A

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TOTAL: 32 $ 25,480.00
Optional Professional Services
Description Quantity Unit Price Extended Price Maintenance 50/50 Work Spilt - Added to the proposed 40%, Remote 474 $ 185.00 $ 87,690.00 $ 0.00 Install Fee - Capital Projects Explorer 1 $ 2,800.00 $ 2,800.00 $ 0.00 Install Fee - Open Finance 1 $ 5,600.00 $ 5,600.00 $ 0.00 Conversion $ 16,100.00 $ 0.00
Onsite Implementation 8 $ 210.00 $ 1,680.00 $ 0.00
Remote Implementation 24 $ 185.00 $ 4,440.00 $ 0.00
TOTAL $ 118,310.00 $ 0.00
Optional 3rd Party Hardware, Software and Services
Description Qty Unit Price
Unit
Discount
Total Price
Unit
Maint/SaaS
Unit
Maint/SaaS
Discount
Total
Maint/SaaS
Koa Hills - Chart of Accounts (COA) Design Leadership 1 $ 40,680.00 $ 0.00 $ 40,680.00 $ 0.00 $ 0.00 $ 0.00 Pattern Stream Automated Document System -
Implementation 48 $ 185.00 $ 0.00 $ 8,880.00 $ 0.00 $ 0.00 $ 0.00 Pattern Stream Automated Document System - SaaS 1 $ 0.00 $ 0.00 $ 0.00 $ 16,740.00 $ 0.00 $ 16,740.00 TOTAL $ 49,560.00 $ 16,740.00
Optional Conversion Details (Prices Reflected Above)
Description Quantity Unit Price Discount Total
Business License
Business Licenses Opt 1 - Bills 1 $ 4,400.00 $ 0.00 $ 4,400.00 Business Licenses Std Master 1 $ 5,000.00 $ 0.00 $ 5,000.00 Exhibit A

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General Billing
GB - Bills up to 5 years 1 $ 4,000.00 $ 0.00 $ 4,000.00 GB - Recurring Invoices 1 $ 2,700.00 $ 0.00 $ 2,700.00
TOTAL $ 16,100.00
Tyler Annual Discount Detail (Excludes Optional Products) Description Annual Fee
Annual Fee
Discount Annual Fee Net
Financial Management
Accounting $ 22,798.00 $ 2,280.00 $ 20,518.00
Accounts Payable $ 6,306.00 $ 631.00 $ 5,675.00
Bid Management $ 2,491.00 $ 249.00 $ 2,242.00
Budgeting $ 6,306.00 $ 631.00 $ 5,675.00
Capital Assets $ 5,262.00 $ 526.00 $ 4,736.00
Cash Management $ 3,943.00 $ 394.00 $ 3,549.00
Contract Management $ 2,473.00 $ 247.00 $ 2,226.00
Project & Grant Accounting $ 4,297.00 $ 430.00 $ 3,867.00 Purchasing $ 9,350.00 $ 935.00 $ 8,415.00
Vendor Access $ 3,898.00 $ 390.00 $ 3,508.00
Human Resources Management
Advanced Scheduling $ 10,362.00 $ 1,036.00 $ 9,326.00
Advanced Scheduling Mobile Access $ 2,352.00 $ 235.00 $ 2,117.00 Employee Expense Reimbursement $ 2,662.00 $ 266.00 $ 2,396.00 Human Resources & Talent Management $ 4,843.00 $ 484.00 $ 4,359.00 Payroll w/ESS $ 5,921.00 $ 592.00 $ 5,329.00
Time & Attendance $ 7,014.00 $ 701.00 $ 6,313.00
Time & Attendance Mobile Access $ 2,553.00 $ 255.00 $ 2,298.00 Revenue Management
Accounts Receivable $ 4,646.00 $ 465.00 $ 4,181.00
Business Licenses $ 4,890.00 $ 489.00 $ 4,401.00
Cashiering $ 8,394.00 $ 839.00 $ 7,555.00
Central Property File $ 1,518.00 $ 152.00 $ 1,366.00
General Billing $ 3,019.00 $ 302.00 $ 2,717.00
Exhibit A

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Civic Services
Resident Access $ 4,646.00 $ 465.00 $ 4,181.00
Content Management
Content Manager Core $ 8,865.00 $ 887.00 $ 7,978.00
Data Insights
Enterprise Analytics and Reporting w Executive Insights $ 13,186.00 $ 1,319.00 $ 11,867.00 Additional
Enterprise Forms Processing (including Common Form Set) $ 4,818.00 $ 482.00 $ 4,336.00 TOTAL
$
156,813.00 $ 15,682.00 $ 141,131.00
Exhibit A

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Comments
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.

Tyler's pricing is based on the scope of proposed products and services contracted from Tyler. Should portions of the scope of products or services be altered by the Client, Tyler reserves the right to adjust prices for the remaining scope accordingly.

Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.

Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting. Installations are completed remotely but can be done onsite upon request at an additional cost.

In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.

The Implementation Hours included in this quote assume a work split effort of 70% Client and 30% Tyler.

Implementation Hours are scheduled and delivered in four (4) or eight (8) hour increments.

Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of a class is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-theTrainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.

As a new Tyler client, you are entitled to a 30-day trial of the Tyler Detect cybersecurity service. Please reference https://www.tylertech.com/services/tyler-detect for more information on the service and contact [email protected] to initiate the trial.

Tyler Content Manager SE includes up to 1TB of storage. Should additional storage be needed it may be purchased as needed at an annual fee of $5,000 per TB.

The SaaS fees for products that are not named users are based on 50 concurrent users. Should the number of concurrent users be exceeded, Tyler reserves the right to re-negotiate the SaaS fees based upon any resulting changes in the pricing categories.

Exhibit A

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Financial library includes: standard A/P check, standard EFT/ACH, standard Purchase order, standard Contract, 1099M, 1099INT, 1099S, 1099NEC and 1099G.

Business license library includes: standard business license and standard renewal application.

General Billing library includes: standard invoice, standard statement, standard general billing receipt and standard miscellaneous receipt.

Personnel Actions Forms Library includes: standard Personnel Action form - New and standard Personnel Action Form - Change.

Payroll library includes: standard PR check, standard direct deposit, standard vendor from payroll check, standard vendor from payroll direct deposit, W2, W2c, ACA 1095B, ACA 1095C and 1099 R.

Standard Project Management responsibilities include project plan creation, initial stakeholder presentation, bi-weekly status calls, updating of project plan task statuses, and go-live planning activities.

Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights SaaS Services, or certain Tyler solutions which include Tyler’s Data & Insights data platform, are subject to the Terms of Services, available at https://www.tylertech.com/terms/socrata-saas-services-terms-of-service. By signing this sales quotation, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms.

In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler applications only. If Client wishes to use Tyler Content Manager software with non-Tyler applications, Client must purchase or upgrade to Tyler Content Manager Enterprise Edition.

Tyler's form library prices are based on the actual form quantities listed, and assume the forms will be provided according to the standard Enterprise ERP form template. Any forms in addition to the quoted amounts and types, including custom forms or forms that otherwise require custom programming, are subject to an additional fee. Please also note that use of the Tyler Forms functionality requires the use of approved printers as well.

You may contact Tyler's support team for the most current list of approved printers. Any forms included in this quote are based on the standard form templates provided. Custom forms, additional forms and any custom programming are subject to additional fees not included in this quote. The additional fees would be quoted at the time of request, generally during the implementation of the forms. Please note that the form solution provided requires the use of approved printers. You may contact Tyler's support team for the most current list of approved printers.

Tyler Secure Signature System includes digitizing two signatures, additional charges will apply for additional signatures.

Exhibit A

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Exhibit A

Payer Electronic Payment Costs
If passing transaction costs to the payer
Payer Card Cost – Service Fee - per card transaction with Visa, MasterCard, Discover, and American Express for transactions.

Applied to:
• Munis – online and over the counter
o Business License
o Miscellaneous
o Rental Mediation

3.50%
$2.50 minimum
Payer eCheck Cost – per electronic check transaction $1.95 Miscellaneous Costs
Credit Card Chargebacks – if a card payer disputes a transaction at the card issuing bank (e.g. stolen card)
$15.00
eCheck Rejects – when an eCheck transaction comes back as declined (e.g. bounced check) $5.00 Card Terminal Rental – Annual recurring fee per device. Covers cost of PCI compliance, service, maintenance, real-time integration and support Lane 3000: $396 (annual recurring)
Lane 5000: $456 (annual recurring)
Card Terminal Purchase – Maintenance fee is an annual fee per device. Covers cost of PCI compliance, service, maintenance, real-time integration and support Lane 3000: $419 (one-time fee)
Lane 5000: $529 (one-time fee)
Plus $180 Device Annual Support
IVR - per transaction on top of Card fee passed to the payer or absorbed $0.50 Exhibit A

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. Your annual Saas Fees for the initial five (5) year term are set forth in the Investment Summary and shall be due in the amounts as set forth below.

Payment
Due
SaaS Fee Payment
Amount
7/1/2022 $27,391.61
10/1/2022 $27,391.61
1/1/2023 $31,271.92
4/1/2023 $31,271.92
7/1/2023 $33,137.17
10/1/2023 $35,282.73
1/1/2024 $35,282.73
4/1/2024 $35,282.73
7/1/2024 $141,131.00
7/1/2025 $141,131.00
7/1/2026 $141,131.00
Upon expiration of the initial term, your annual SaaS Fees will be paid annually, in advance, at our then-current rates, subject to the following annualized caps on increases to the annual SaaS fees for the time periods indicated:
 Year 6 – 3%
 Year 7 – 4%
 Year 8 – 5%
 Year 9 – 5%
 Year 10 – 5%
Thereafter, your annual SaaS Fees will be at our then-current rates.

2. Other Tyler Software and Services.

2.1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN.

Exhibit B

2 2.2 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.

2.3 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.

2.4 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.

2.5 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 specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in this Agreement.

2.6 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.

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

Exhibit B

3 may be increased by Tyler upon notice of no less than thirty (30) days.

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

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

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

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.

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.

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.

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.

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

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% - 99.50% Remedial action will be taken

99.49% - 98.50% 2%

98.49% - 97.50% 4%

97.49% - 96.50% 6%

96.49% - 95.50% 8%
Below 95.50% 10%
* Notwithstanding language in the Agreement to the contrary, Recovery Point Objective is one (1) hour.

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

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

Exhibit C
Schedule 1

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

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

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

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

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

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.

Exhibit C
Schedule 1

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

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

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

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

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

Exhibit D

1 Exhibit D
Third Party Terms

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Exhibit D
Schedule 1

1 Exhibit D
Schedule 1
Hyperlinked Terms
Pattern Stream Terms. Your use of Pattern Stream software and services is subject to the terms found here: https://www.tylertech.com/terms/finite-matters-ltd-consolidated-terms. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Pattern Stream software or services, you agree that you have read, understood, and agree to such terms.

Quatred Terms. Your use of Quatred solutions is subject to the End User License Agreement terms found here: https://www.quatred.com/eula. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Quatred solutions provided to you by Tyler, you agree that you have read, understood, and agree to such terms.

ThinPrint Terms. Your use of Tyler Forms software and forms is subject to the End User License Agreement terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway found here: https://www.thinprint.com/en/legal-notes/eula/. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.

Twilio Acceptable Use Policy. Your use of the Tyler solutions listed below includes functionality provided by a Third Party Developer, Twilio. Your rights, and the rights of any of your end users, to use said functionality are subject to the terms of the Twilio Acceptable Use Policy, available at http://www.twilio.com/legal/aup. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any such Tyler solution, you certify that you have reviewed, understand and agree to said terms. Tyler hereby disclaims any and all liability related to your or your end user’s failure to abide by the terms of the Twilio Acceptable Use Policy. Any liability for failure to abide by said terms shall rest solely with the person or entity whose conduct violated said terms.  Electronic Warrants
 Modria
 Odyssey Notifications Add On (text notifications)
 ReadySub
 Tyler Notify
 Tyler Jury Manager
 Tyler Supervision
 Virtual Court

Exhibit D
Schedule 2

1 Exhibit D
Schedule 2
DocOrigin Terms

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Exhibit D
Schedule 2

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Exhibit D
Schedule 2

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Schedule 2

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Schedule 2

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Schedule 2

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Exhibit E
1 Exhibit E
Statement of Work
Statement of Work to be inserted prior to Agreement execution.

Tow of Los Gatos
SOW from Tyler Technologies, Inc.
1/11/2022
Presented to:

110 E Main St Lbby
Los Gatos, CA 5030-6945
Contact:

Katharina Howard
Email: [email protected]
One Tyler Drive, Yarmouth, ME 04096
Exhibit E

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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 Tyler SaaS Technicians ................................................................................................................ 9 Los Gatos Roles & Responsibilities ...................................................................................................... 9 Los Gatos Executive Sponsor ...................................................................................................... 9 Los Gatos Steering Committee.................................................................................................... 9 Los Gatos Project Manager ....................................................................................................... 10 Los Gatos Functional Leads ....................................................................................................... 11 Los Gatos Power Users .............................................................................................................. 12 Los Gatos End Users .................................................................................................................. 12 Los Gatos Technical Lead .......................................................................................................... 12 Los Gatos Change Management Lead ....................................................................................... 13 PART 3: PROJECT PLAN ........................................................................................................................... 14 Project Stages ................................................................................................................................. 14 Initiate and Plan ................................................................................................................................ 15 Initial Coordination ................................................................................................................... 15 Project/Phase Planning ............................................................................................................. 16 Exhibit E

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Infrastructure Planning ............................................................................................................. 17 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 Exhibit E

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Munis Conversion Summary ............................................................................................................. 44 Accounts Payable Master .......................................................................................................... 44 Accounts Payable - Checks ........................................................................................................ 44 Accounts Payable - Invoices ...................................................................................................... 44 Capital Assets Master ................................................................................................................ 44 General Billing CID ..................................................................................................................... 44 Purchase Orders ........................................................................................................................ 44 Payroll ....................................................................................................................................... 44 Payroll – Accumulators ............................................................................................................. 45 Payroll – Check History ............................................................................................................. 45 Payroll – Earning/Deduction Hist. ............................................................................................. 45 Additional Appendices ................................................................................................................ 46 EnerGov Definitions .......................................................................................................................... 46 “Template Business Transactions” ............................................................................................ 46 “Unique Business Transactions” ............................................................................................... 46 “Geo-Rules” ............................................................................................................................... 46 “Automation Events” ................................................................................................................ 47 “EnerGov SDK/API (Toolkits)” ................................................................................................... 47 Tyler and Client Work Split Assumptions .......................................................................................... 47 Increased Work Split Hours ....................................................................................................... 47 Intentionally left blank. ..................................................................................................................... 48 Project Timeline .......................................................................................................................... 49 ERP Project Timeline ......................................................................................................................... 49 Intentionally left blank. ..................................................................................................................... 49

Exhibit E

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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 Los Gatos (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
Methodology
This is accomplished by the Los Gatos 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 Los Gatos’s complexity and organizational needs.

Exhibit E

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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 Los Gatos and Tyler commit to including the necessary leadership and governance. During each stage of the Project, it is expected that the Los Gatos 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 Los Gatos’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.

Exhibit E

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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 Los Gatos 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 Los Gatos Steering Committee become the escalation points to triage responses prior to escalation to the Los Gatos 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 Los Gatos and Tyler executive sponsors serve as the final escalation point.

Exhibit E

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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 Los Gatos; for example, the Los Gatos may decide it no longer needs a deliverable originally defined in the Project. The Change Request will include the following information:

Exhibit E

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 The nature of the change.
 A good faith estimate of the additional cost or associated savings to the Los Gatos, if any.  The timetable for implementing the change.
 The effect on and/or risk to the schedule, resource needs or resource responsibilities.

The Los Gatos 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 Los Gatos). 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.

Exhibit E

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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 Los Gatos office or department designates specific individuals for making decisions on behalf of their offices or departments.

Both Tyler and the Los Gatos 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 Los Gatos feedback and approval on Project deliverables will be critical to the success of the Project. The Los Gatos project manager will strive to gain deliverable and decision approvals from all authorized Los Gatos 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 Los Gatos 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 Los Gatos 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 Los Gatos 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 Los Gatos does not agree the Deliverable or Control Point meets requirements, the Los Gatos 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 Los Gatos 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 Los Gatos 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 Los Gatos and Tyler. Roles and responsibilities may not follow the organizational chart or position descriptions at the Los Gatos, but are roles defined within the Project. It is common for individual resources on both the Tyler and Los Gatos 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.

Exhibit E

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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 Los Gatos ’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 Los Gatos ’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 Los Gatos 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 Los Gatos, the Tyler Project Manager provides regular updates to the Los Gatos 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 Los Gatos 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.

Exhibit E

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 Collaborates with the Los Gatos 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 Los Gatos and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to the Los Gatos any items that may impact the outcomes of the Project.  Collaborates with the Los Gatos ’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 Los Gatos ’s project manager(s) to set a routine communication plan that will aide all Project team members, of both the Los Gatos 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 Los Gatos through software validation process following configuration.  Assists during Go-Live process and provides support until the Los Gatos transitions to Client Services.  Facilitates training sessions and discussions with the Los Gatos and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time.  May provide conversion review and error resolution assistance.

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

Tyler Technical Services
 Maintains Tyler infrastructure requirements and design document(s).  Involved in system infrastructure planning/review(s).  Provides first installation of licensed software with initial database on servers.

Exhibit E

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 Supports and assists the project team with technical/environmental issues/needs.  Deploys Tyler products.

Tyler SaaS Technicians
 Sets up Tyler-hosted servers.
 Provides maintenance of hosted server hardware, operating system, and software upgrades.  Provides IT-related services for server environment.
 Provides remote technical assistance and tracks issues.  Provides system management and disaster recovery services within hosting services.  Performs Tyler software upgrades through coordination with the Los Gatos.

Los Gatos Roles & Responsibilities
Los Gatos resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles.

Los Gatos Executive Sponsor
The Los Gatos 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 Los Gatos steering committee, project manager(s), and functional leads to make critical business decisions for the Los Gatos.
 Champions the project at the executive level to secure buy-in.  Authorizes required project resources.
 Actively participates in organizational change communications.

Los Gatos Steering Committee
The Los Gatos 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 Los Gatos project manager and Project through participation in regular internal meetings. The Los Gatos steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The Los Gatos 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
Exhibit E

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o Scope
o Schedule
o Project Goals
o Los Gatos Policies
o Needs of other client projects
Los Gatos Project Manager
The Los Gatos 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 Los Gatos Project Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the Los Gatos 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 Los Gatos project manager(s) are responsible for reporting to the Los Gatos 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 Los Gatos 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 Los Gatos 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 Los Gatos 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.

Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 11
Resource Management
 Acts as liaison between project team and stakeholders.  Identifies and coordinates all Los Gatos resources across all modules, phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices.
 Provides direction and support to project team.
 Builds partnerships among the various stakeholders, negotiating authority to move the project forward.
 Manages the appropriate assignment and timely completion of tasks as defined.  Assesses team performance and takes corrective action, if needed.  Provides guidance to Los Gatos 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.

Los Gatos 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 Los Gatos 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 Los Gatos 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
Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 12
o Solution Validation
Los Gatos Power Users
 Participate in project activities as required by the project team and project manager(s).  Provide subject matter expertise on the Los Gatos business processes and requirements.  Act as subject matter experts and attend Current & Future State Analysis sessions as needed.  Attend all scheduled training sessions.
 Participate in all required post-training processes as needed throughout project.  Test all application configuration to ensure it satisfies business process requirements.  Become application experts.
 Participate in Solution Validation.
 Adopt and support changed procedures.
 Complete all deliverables by the due dates defined in the project schedule.  Demonstrate competency with Tyler products processing prior to Go-live.  Provide knowledge transfer to the Los Gatos staff during and after implementation.  Participate in conversion review and validation.

Los Gatos 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.

Los Gatos 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 Los Gatos 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 Los Gatos’s legacy system per the conversion schedule set forth in the project schedule.

Los Gatos 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 Los Gatos’s software upgrade process.  Assists with the software upgrade process during implementation.  Manages software upgrade activities post-implementation.  Manages software upgrade plan activities.

Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 13
 Coordinates software upgrade plan activities with Los Gatos and Tyler resources.  Communicates changes affecting users and department stakeholders.  Obtains department stakeholder acceptance to upgrade production environment.

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

Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 14
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 Los Gatos. *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.

Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 15
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 Los Gatos 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 Los Gatos 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 Los Gatos’s team. During this step, Tyler will work with the Los Gatos 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 Los Gatos project team.

STAGE 1 Initial Coordination
Tyler Los Gatos
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
Los Gatosproject team is
assigned A I R I I I
Provide initial project
documents to the Los Gatos 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
Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 16
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 Los Gatos to coordinate and plan a formal Project planning meeting(s). This meeting signifies the start of the Project and should be attended by all Los Gatos 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 Los Gatos’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 Los Gatos 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 Los Gatos 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 Los Gatos
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 Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 17
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 Los Gatos provides acceptance of schedule based on resource availability, project
budget, and goals.

Work package assumptions:
 Los Gatos 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 Los Gatos to install License Software. The Los Gatos is responsible for the installation and setup of all peripheral devices.

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

STAGE 1 Infrastructure Planning
Tyler Los Gatos
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 Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 18
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 Los Gatos 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 Los Gatos 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 Los Gatos
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
Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 19
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 Los Gatos
 Stakeholder meeting complete
Assess & Define
The Assess & Define stage will provide an opportunity to gather information related to current Los Gatos business processes. This information will be used to identify and define business processes utilized with Tyler software. The Los Gatos 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.

Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 20
Tyler utilizes a variety of tools for the Solution Orientation, focusing on Los Gatos team knowledge transfer such as: eLearning, documentation, or walkthroughs. The Los Gatos 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 Los Gatos for current and future state analysis.

STAGE 2 Solution Orientation
Tyler Los Gatos
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 Los Gatos 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 Los Gatos will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk from over customization of Tyler products. It is the Los Gatos’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.

Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 21
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 Los Gatos
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 Los Gatoscurrent 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:
 Los Gatos attendees possess sufficient knowledge and authority to make future state decisions.  The Los Gatos is responsible for any documentation of current state business processes.  The Los Gatos 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:

Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 22
 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 Los Gatos
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 Los Gatos Source data
Los Gatos Source data Documentation (if available)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data Conversion Plan built/updated Los Gatos 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 Los Gatos representatives to identify business rules before writing the conversion.
 Los Gatos 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.

Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 23
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 Los Gatos 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 Los Gatos can access the software.

STAGE 3 Initial System Deployment (Hosted/SaaS)*
Tyler Los Gatos
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
Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 24
Included
Environments
Install Licensed
Software on Los
Gatos 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 Los Gatos
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 Los Gatos will provide network access for Tyler modules, printers, and Internet access to all applicable Los Gatos and Tyler Project staff.

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

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

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

STAGE 3 Configuration
Tyler Los Gatos
Exhibit E

Tow of Los Gatos
Tyler Technologies, Inc. Page | 25
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 Los Gatos
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 Los Gatos is responsible for making decisions when multiple options are available.

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

Objectives:
 Ensure that the Los Gatos 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.

Exhibit E