IMPORTANT NOTICE
This is a hybrid meeting and will be held in-person at the Town Council Chambers at 110 E. Main Street and virtually through Zoom Webinar (log-in information provided below). Members of the public may provide public comments for agenda items in-person or virtually through the Zoom Webinar by following the instructions listed below. The live stream of the meeting may be viewed on television and/or online at www.LosGatosCA.gov/TownYouTube.
HOW TO PARTICIPATE
The public is welcome to provide oral comments in real-time during the meeting in three ways:
Zoom Webinar (Online): Join from a PC, Mac, iPad, iPhone or Android device. Please use this URL to join: https://losgatoscagov.zoom.us/j/85481444677?pwd=561kip53XZTmhrTCwGDoNCvDTWQnwJ.1 Passcode: 535103. You can also type in 854 8144 4677 in the “Join a Meeting” page on the Zoom website at www.zoom.us and use passcode 535103.
o When the Mayor announces the item for which you wish to speak, click the “raise hand” feature in Zoom. If you are participating by phone on the Zoom app, press *9 on your telephone keypad to raise your hand.
Telephone: Please dial (877) 336-1839 for US Toll-free or (636) 651-0008 for US Toll. (Conference code: 1052180)
o If you are participating by calling in, press #2 on your telephone keypad to raise your hand.
In-Person: Please complete a “speaker’s card” located on the back of the chamber benches and return it to the Town Clerk before the meeting or when the Mayor announces the item for which you wish to speak.
NOTES: (1) Comments will be limited to three (3) minutes or less at the Mayor’s discretion. (2) If you are unable to participate in real-time, you may email to [email protected] the subject line “Public Comment Item #__ ” (insert the item number relevant to your comment). (3) Deadlines to submit written comments are:
11:00 a.m. the Thursday before the Council meeting for inclusion in the agenda packet. 11:00 a.m. the Monday before the Council meeting for inclusion in an addendum. 11:00 a.m. on the day of the Council meeting for inclusion in a desk item. (4) Persons wishing to make an audio/visual presentation may do so only on agenda items and must submit the presentation electronically to [email protected] no later than 3:00 p.m. on the day of the Council meeting.
TOWN OF LOS GATOS
COUNCIL MEETING AGENDA *AMENDED
MARCH 04, 2025
110 EAST MAIN STREET AND TELECONFERENCE
TOWN COUNCIL CHAMBERS
7:00 PM
Matthew Hudes, Mayor
Rob Moore, Vice Mayor
Mary Badame, Council Member
Rob Rennie, Council Member
Maria Ristow, Council Member
CALL MEETING TO ORDER
ROLL CALL
APPROVE REMOTE PARTICIPATION (This item is listed on the agenda in the event there is an emergency circumstance requiring a Council Member to participate remotely under AB 2449 (Government Code 54953)).
PLEDGE OF ALLEGIANCE
CONSENT ITEMS (Consent Items are considered routine Town business and may be approved by one motion. Any member of the Council may remove an item from the Consent Items for comment and action. Members of the public may provide input on any or multiple Consent Item(s) when the Mayor asks for public comments on the Consent Items. If you wish to comment, please follow the Participation Instructions contained on Page 1 of this agenda. If an item is removed, the Mayor has the sole discretion to determine when the item will be heard.)
1. Approve the Minutes of the February 11, 2025 Town Council Special Meeting.
2. Approve the Minutes of the February 18, 2025 Closed Session Town Council Meeting.
3. Approve the Minutes of the February 18, 2025 Town Council Meeting.
4. Approve the Minutes of the February 21, 2025 Town Council Closed Session Meeting.
5. Authorize the Town Manager of Designee to Execute a Reimbursable Grant Agreement with Silicon Valley Clean Energy in the amount of $173,184 for the Installation of Electric Vehicle Charging Infrastructure at the Parks and Public Works Yard and Authorize Budget Adjustments to Establish a New Capital Improvement Project to Account for the Revenue and Expenditures of this Funding.
*6. Authorize the Town Manager to execute the Fourth Amendment to the Tyler Technologies Agreement to Reallocate Existing Contracted Services and Increase Compensation by $58,630 for a New Total Contract Amount Not to Exceed $1,378,621.
7. Approve and Authorize the Town Manager to Execute a Side Letter of Agreement Between the Town of Los Gatos, the Police Officers’ Association (POA), the Town Employees’ Association (TEA), and the American Federation of State, County, and Municipal Employees (AFSCME) Related to the Police Hiring Referral Bonus and Approve the Police Hiring Referral Bonus for Confidential Employees.
VERBAL COMMUNICATIONS (Members of the public are welcome to address the Town Council on any matter that is not listed on the agenda and is within the subject matter jurisdiction of the Town Council. The law generally prohibits the Town Council from discussing or taking action on such items. However, the Council may instruct staff accordingly. To ensure all agenda items are heard, this portion of the agenda is limited to 30 minutes. In the event additional speakers were not heard during the initial Verbal Communications portion of the agenda, an additional Verbal Communications will be opened prior to adjournment. Each speaker is limited to no more than three (3) minutes or such time as authorized by the Mayor.) PUBLIC HEARINGS (Applicants/Appellants and their representatives may be allotted up to a total of five minutes for opening statements. Members of the public may be allotted up to three minutes to comment on any public hearing item. Applicants/Appellants and their representatives
may be allotted up to a total of three minutes for closing statements. Items requested/recommended for continuance are subject to Council’s consent at the meeting.)
8. Consider a Recommendation by the Planning Commission to Approve Architecture and Site, Conditional Use Permit, and Subdivision Applications to Demolish Existing Hotel Structures (Los Gatos Lodge), Construct a Multi-Family Residential Development (155 Units), Approve a Condominium Vesting Tentative Map, Site Improvements Requiring a Grading Permit, and Remove Large Protected Trees Under Senate Bill 330 (SB 330) on Property Zoned CH:PD:HEOZ. Located at 50 Los Gatos-Saratoga Road. APNs 529-24-032, 529-24-001, and 529-24-003. No Additional Environmental Review is Necessary Pursuant to CEQA Guidelines Section 15183: Streamlining Process, Since the Proposed Project’s Environmental Impacts were Adequately Addressed in the 2020 General Plan EIR and/or 2040 General Plan EIR, as Applicable. Architecture and Site Application S-23-042, Conditional Use Permit Applications U-23-017, and Subdivision Application M-23-009.
Property Owner: Keet S. Nerhan. Applicant: SummerHill Homes, LLC. Project Planner: Sean Mullin.
9. Consider an Appeal of a Planning Commission Decision to Approve a Request to Construct a New Single-Family Residence with Reduced Side and Rear Yard Setbacks, Site Improvements Requiring a Grading Permit, and Removal of Large Protected Trees on Vacant Property Zoned R-1:20. Located at 45 Reservoir Road. APN 529-33-054.
Architecture and Site Application S-22-048. Categorically Exempt Pursuant to CEQA Guidelines Section 15303: New Construction or Conversion of Small Structures. Property Owner: Farnaz Agahian. Applicant: Gary Kohlsaat, Architect. Appellant: Mary J. Vidovich.
Project Planner: Sean Mullin.
10. Conduct a Public Hearing for Appeal of Administrative Citation VL-19-362 (16660 Cypress Way) for Violations of the Los Gatos Town Code Related to Grading and Building and Adopt a Resolution Upholding the Administrative Citation and Imposing Costs According to Proof.
OTHER BUSINESS (Up to three minutes may be allotted to each speaker on any of the following items.)
11. Adopt a Resolution Defining Timed Parking in Downtown Parking Lots and Streets and Authorize Town Staff to Continue Contracting for Ongoing Parking Management Support Services.
12. Approve the 2025 Work Plan Recommended by the Diversity, Equity, and Inclusion (DEI) Commission.
COUNCIL / MANAGER MATTERS
CLOSED SESSION REPORT
ADJOURNMENT (Council policy is to adjourn no later than midnight unless a majority of Council votes for an extension of time.)
ADA NOTICE In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Clerk’s Office at (408) 354-6834.
Notification at least two (2) business days prior to the meeting date will enable the Town to make reasonable arrangements to ensure accessibility to this meeting [28 CFR §35.102-35.104]. The ADA access ramp to the Town Council Chambers is under construction and will be inaccessible through June 2025. Persons who require the use of that ramp to attend meetings are requested to contact the Clerk’s Office at least two (2) business days prior to the meeting date.
NOTICE REGARDING SUPPLEMENTAL MATERIALS Materials related to an item on this agenda submitted to the Town Council after initial distribution of the agenda packets are available for public inspection in the Clerk’s Office at Town Hall, 110 E. Main Street, Los Gatos and on Town’s website at www.losgatosca.gov. Town Council agendas and related materials can be viewed online at https://losgatos-ca.municodemeetings.com/.
*This agenda was amended on Friday, February 28, 2025, to reflect an update to the title of Item
6.
110 E. Main Street Los Gatos, CA 95030 ● 408-354-6832
www.losgatosca.gov
TOWN OF LOS GATOS
COUNCIL AGENDA REPORT
MEETING DATE: 03/04/2025
ITEM NO: 1
DRAFT
Minutes of the Town Council Special Meeting
Tuesday, February 11, 2025
7:00 P.M.
The Town Council of the Town of Los Gatos conducted a special meeting in person and via teleconference.
MEETING CALLED TO ORDER AT 7:01 P.M.
ROLL CALL
Present: Mayor Matthew Hudes, Vice Mayor Rob Moore, Council Member Mary Badame, Council Member Rob Rennie, Council Member Maria Ristow.
Absent: None.
OTHER BUSINESS
1. Discussion of the Town’s Strategic Priorities.
Chris Constantin, Town Manager, gave a presentation.
Mayor Hudes opened public comment.
Rich Stevens
- Commented on a land use priority, the Town’s vision statement, and core goals.
Ed Lozowicki
- Commented on fire concerns and requested removal and replacement the eucalyptus trees on Hilow Road.
Jeanne Beliveau-Dunn
- Commented on fire concerns and requested removal and replacement the eucalyptus trees on Hilow Road.
Patti Elliot
- Commented on fire concerns and requested removal and replacement the eucalyptus trees on Hilow Road.
Angela Boles King
- Commented on traffic and housing density concerns related to fire safety.
ITEM NO. 1.
PAGE 2 OF 4
SUBJECT: Draft Minutes of the Town Council Special Meeting of February 11, 2025 DATE: February 11, 2025
Tim O’Rorke
- Commented on the unhoused hotel program and requested Council’s continued support.
Jan Schwartz, NUMU
- Commented on concerns with federal funding and grant support for the museum.
Lana Gerasimova
- Commented on concerns with traffic safety and requested stricter design standards for new developments.
Rachel Hinojosa
- Commented on fire safety concerns and requested Council examine evacuations routes when considering future growth.
Lee Fagot
- Commented on the Town’s core goals, concerns with traffic safety, and concerns with housing developments.
Philip Bernosky
- Commented on concerns with state regulations related to development projects.
Lee Quintana
- Commented on concerns with conflicting information in certain documents, requested the documents be updated, and spoke about fire-resistant building materials.
Carin Yamamoto
- Commented on concerns with losing retail to new developments and on the need to be recognized as a high-density fire zone.
Annie Schwartzstein
- Requested the Council continue to prioritize diversity, equity, and inclusion efforts.
Mayor Hudes closed public comment.
Council provided feedback on the priorities and asked staff to number the priorities for discussion purposes.
Mayor Hudes called a recess at 8:44 p.m.
Mayor Hudes reconvened the meeting at 9:04 p.m.
Staff presented a document with 12 strategic priorities listed and numbered. Council asked questions, discussed the numbered strategic priorities and provided the following direction:
ITEM NO. 1.
PAGE 3 OF 4
SUBJECT: Draft Minutes of the Town Council Special Meeting of February 11, 2025 DATE: February 11, 2025
Combine strategic priorities two [Ensure prudent financial management to result in structurally balanced five-year forecasts and fully funded five-year Capital Improvement Plans, managing liabilities such as pension costs and leveraging the Town’s assets, efficiencies, partnerships, and revenue streams] and five [Define and implement a cohesive deferred capital improvement plan for Town facilities and lifecycle assets]; and identify the following as the top three priorities for the next 12 to 24 months: [Strategic Priority 1] Further the Town’s emergency preparedness, resiliency, and response capabilities, particularly in the area of wildfire risk; [Strategic Priority 2 and 5 combined] Ensure prudent financial management to result in structurally balanced five-year forecasts and fully funded five-year Capital Improvement Plans, managing liabilities such as pension costs and leveraging the Town’s assets, efficiencies, partnerships, and revenue streams, and define and implement a cohesive deferred capital improvement plan for Town facilities and lifecycle assets; and [Strategic Priority 3] preserve the Town’s small-town character and provide a range of housing opportunities and historic neighborhoods while diligently maintaining and implementing the Housing Element.
MOTION: Motion by Council Member Moore to have the language [in Strategic Priority 10] read: “Ensure people of all identities feel a sense of belonging in Los Gatos, maintaining and enhancing the Town as a welcoming, family-oriented, and safe community.” Seconded by Council Member Ristow. (Motion fails due to the passage of a substitute motion.)
After discussion Council Member Rennie made a substitute motion.
SUBSTITUTE MOTION: Motion by Council Member Rennie to state: “Ensure all residents and visitors feel a sense of belonging in Los Gatos, maintaining and enhancing the Town as a welcoming, family-oriented, safe community.” Seconded by Council Member Badame. AMENDMENT: to add the word “inclusive.” [Ensure all residents and visitors feel a sense of belonging in Los Gatos, maintaining and enhancing the Town as a welcoming, family-oriented, safe, and inclusive community.]
VOTE: Motion passed unanimously.
Town Manager Constantin stated the refined 11 strategic priorities will be presented at the next meeting for Council approval.
Vice Mayor Moore and Council Member Ristow stated they are subjects of agenda item number two and are recusing themselves from the discussion. Vice Mayor Moore and Council Member Ristow left the Town Council Chambers.
Mayor Hudes stated item two will be held in closed session, but communications will be taken first. Item two is a conference with legal counsel for existing litigation - Lynley Kerr Hogan vs.
Rob Moore et al.
ITEM NO. 1.
PAGE 4 OF 4
SUBJECT: Draft Minutes of the Town Council Special Meeting of February 11, 2025 DATE: February 11, 2025
VERBAL COMMUNICATIONS
Lynley Kerr Hogan
- Commented on the lawsuit and stated she did not intend to sue the Town.
Lee Fagot
- Commented on information related to the lawsuit.
Kylie Clark
- Commented on the lawsuit and requested the Town fund representation of Vice Mayor Moore.
THE TOWN MOVED TO CLOSED SESSION ON THE FOLLOWING ITEM:
2. CONFERENCE WITH LEGAL COUNSEL— EXISTING LITIGATION (Government Code §54956.9(d)(1))
Lynley Kerr Hogan vs. Rob Moore et al
Santa Clara County Superior Court Case Number: 25CV456254 The Town Council reconvened in open session. Gabrielle Whelan, Town Attorney, stated the Town Council met in closed session to discuss two items. The first was a performance evaluation of the Town Manager and the second was the litigation listed on the agenda. There was no reportable action on either item.
ADJOURNMENT
The meeting adjourned at 10:52 p.m.
Respectfully Submitted:
_____________________________________
Jenna De Long, Deputy Town Clerk
ITEM NO. 1.
110 E. Main Street Los Gatos, CA 95030 ● 408-354-6832
www.losgatosca.gov
TOWN OF LOS GATOS
COUNCIL CLOSED SESSION MINUTES
MEETING DATE: 03/04/2025
ITEM NO: 2
DRAFT
Minutes of the Town Council Special Meeting – Closed Session Tuesday, February 18, 2025
5:00 P.M.
The Town Council of the Town of Los Gatos conducted a special meeting in person to hold a Closed Session.
MEETING CALLED TO ORDER AT 5:00 P.M.
ROLL CALL
Present: Mayor Matthew Hudes, Vice Mayor Rob Moore, Council Member Mary Badame, Council Member Rob Rennie, and Council Member Maria Ristow.
Absent: None.
VERBAL COMMUNICATIONS (ONLY ON ITEMS ON THE AGENDA)
Maureen Cappon-Javey
- Commented on the existing litigation case and requested the Town support Vice Mayor Rob Moore and Council Member Maria Ristow.
Karen Rubio
- Commented in support of the Town providing legal support for Vice Mayor Moore and Council Member Ristow in the existing litigation.
Kristine Goldberg
- Commented in support of the Town providing legal support for Vice Mayor Moore and Council Member Ristow in the existing litigation.
Lee Fagot
- Commented on the existing litigation case and providing a response.
Lynley
- Commented on the Town’s social media policy and spoke about the existing litigation case.
THE TOWN MOVED TO CLOSED SESSION ON THE FOLLOWING ITEMS:
1. CONFERENCE WITH LEGAL COUNSEL— EXISTING LITIGATION (Government Code §54956.9(d)(1)) Lynley Kerr Hogan vs. Rob Moore et al Santa Clara County Superior Court Case Number: 25CV456254
2. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION (Government Code §54956.9(e)(1)) Significant exposure to litigation pursuant to Government Code §54956.9(e)(1): 2 cases.
ITEM NO. 2.
PAGE 2 OF 2
SUBJECT: Draft Minutes of the Special Town Council Meeting of February 18, 2025 DATE: February 18, 2025
3. EMPLOYEE PERFORMANCE EVALUATION Pursuant to Government Code Section 54957(b)(1) Title: Town Attorney
The Town Council reconvened in open session.
Gabrielle Whelan, Town Attorney, stated the first closed session item was a discussion of existing litigation pursuant to Government Code section 54956.9, and authorized pursuant to subsection h of that code section, and that discussion has been continued to Friday, February 21, 2025; and with regard to the other two closed session items, one regarding conference with legal counsel regarding anticipated litigation and the other is an employee performance, those discussions will occur after the regular meeting of the Town Council.
The Mayor reconvened the Closed Session at approximately 9:40 p.m.
THE TOWN MOVED TO CLOSED SESSION ON THE FOLLOWING ITEMS:
2. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION (Government Code §54956.9(e)(1)) Significant exposure to litigation pursuant to Government Code §54956.9(e)(1): 2 cases.
3. EMPLOYEE PERFORMANCE EVALUATION Pursuant to Government Code Section 54957(b)(1) Title: Town Attorney
The Town Council reconvened in open session. Gabrielle Whelan, Town Attorney, stated the Town Council met in closed session to discuss anticipated litigation and employee performance and there was no reportable action.
ADJOURNMENT
The meeting adjourned at approximately 10:50 p.m.
Attest: Submitted by:
___________________________ ___________________________ Jenna De Long, Deputy Town Clerk Chris Constantin, Town Manager
ITEM NO. 2.
110 E. Main Street Los Gatos, CA 95030 ● 408-354-6832
www.losgatosca.gov
TOWN OF LOS GATOS
COUNCIL AGENDA REPORT
MEETING DATE: 03/04/2025
ITEM NO: 3
DRAFT
Minutes of the Town Council Meeting
Tuesday, February 18, 2025
7:00 P.M.
The Town Council of the Town of Los Gatos conducted a regular meeting in person and via teleconference.
MEETING CALLED TO ORDER AT 7:04 P.M.
ROLL CALL
Present: Mayor Matthew Hudes, Vice Mayor Rob Moore, Council Member Mary Badame, Council Member Rob Rennie, Council Member Maria Ristow.
Absent: None.
PLEDGE OF ALLEGIANCE
Mayor Hudes led the Pledge of Allegiance. The audience was invited to participate.
Gabrielle Whelan, Town Attorney, stated the Town Council voted to continue the discussion of the two closed session items [on the February 18, 2025, 5:00 p.m. Closed Session agenda] after the regular meeting.
CONSENT ITEMS (TO BE ACTED UPON BY A SINGLE MOTION)
1. Approve the February 4, 2025 Closed Session Town Council Meeting Minutes.
2. Approve the February 4, 2025 Town Council Meeting Minutes.
3. Approve the February 11, 2025 Closed Session Town Council Meeting Minutes.
4. Adopt a Planned Development Ordinance to Allow Demolition of an Existing Senior Living Community and Construction of a Senior Living Community, Removal of Large Protected Trees, and Site Improvements Requiring a Grading Permit on Property Zoned R:PD. Located at 110 Wood Road. APN 510-47-038. An Environmental Impact Report has been Certified for the Project. Planned Development Application PD-20-001 and Environmental Impact Report EIR-21-002. Applicant: Rockwood Pacific. Property Owner: Front Porch Communities.
Project Planner: Sean Mullin. Ordinance Title: An Ordinance of the Town Council of the Town of Los Gatos Repealing and Replacing Planned Development Ordinance 938 Establishing Development Standards and Allowable Uses for Lots Within the Planned Development Overlay Zone (APN 510-47-038). ORDINANCE 2373
5. Receive the Monthly Financial and Investment Report for December 2024.
6. Authorize the Town Manager to Execute the First Amendment to a Contract with Anvil Builders, Inc. dba Sonoma Tree Surgery to Extend the Term of Performance to September 30, 2027 for Vegetation Management – Townwide Open Spaces Project (CIP No. 832- 4508).
ITEM NO. 3.
PAGE 2 OF 6
SUBJECT: Draft Minutes of the Town Council Meeting of February 18, 2025 DATE: February 18, 2025
7. Adopt a Resolution Rejecting All Bids for the Montebello Bollard Project (CIP No. 813- 0235).
RESOLUTION 2025-004
8. Authorize the Town Manager to Execute a Fifth Amendment to the Agreement for Services with St. Francis Electric, Inc. for Traffic Signal and Streetlight Maintenance, and Underground Service Alert Locating Services to Increase the Contract Amount of $90,000, for a Total Agreement Amount Not to Exceed $1,098,948; and Amend the Rate Schedule.
9. Authorize The Town Manager to Execute an Agreement with Sustainable Waze to Continue to Produce, Manage, and Promote Los Gatos Music in The Park Summer Concert Series through 2027 for $20,000 Annually, for a Total Amount Not to Exceed $60,000.
10. Authorize the Town Manager to Execute a Second Amendment with Chavan & Associates, LLP. to Extend the Contract for One Year, Update the Scope of the Original Agreement, and Increase Compensation by $56,500 for a Total Agreement Amount Not to Exceed $189,000.
11. Approve the 2025-2027 Strategic Priorities.
Mayor Hudes opened public comment.
Gus Who
- Commented on the strategic priorities item and requested the Town prioritize sporting events.
Mayor Hudes closed public comment.
MOTION: Motion by Council Member Ristow to approve consent items one through eleven.
Seconded by Vice Mayor Moore.
VOTE: Motion passed unanimously.
VERBAL COMMUNICATIONS
Gus Who
- Commented on concerns with censorship, conducting the pledge of allegiance, water rate increases, and road safety.
D. Michael Kane
- Commented in support of the Town providing legal defense for Council Members.
Noa Sklar
- Commented on concerns with safety and traffic related to the proposed development on Oka Road.
Ty Hawk
- Commented on concerns with safety and traffic related to the proposed development on Oka Road.
ITEM NO. 3.
PAGE 3 OF 6
SUBJECT: Draft Minutes of the Town Council Meeting of February 18, 2025 DATE: February 18, 2025
Lynne Showalter
- Commented on concerns with proposed developments in relation to safety, traffic, and schooling.
John Proverbs
- Commented on concerns with traffic and safety related to the proposed development on Oka Road.
Lee Fagot
- Commented on concerns with new developments related to utilities, parking, and safety.
Romi Sklar
- Commented on concerns with the impact new developments have on traffic and the environment.
Bala
- Commented on concerns with traffic and safety related to the proposed development on Oka Road.
Jim
- Commented on concerns with a proposed development on Oka Road and Builder’s Remedy regulations.
OTHER BUSINESS
12. Approve the 2025 Work Plan Recommended by the Parks and Sustainability Commission.
Nicolle Burnham, Parks and Public Works Director, presented the staff report.
Mayor Hudes opened public comment.
No one spoke.
Mayor Hudes closed public comment.
Council asked questions and discussed the item.
MOTION: Motion by Council Member Ristow to approve the 2025 Work Plan recommended by the Town Parks and Sustainability Commission. Seconded by Council Member Badame.
VOTE: Motion passed unanimously.
ITEM NO. 3.
PAGE 4 OF 6
SUBJECT: Draft Minutes of the Town Council Meeting of February 18, 2025 DATE: February 18, 2025
13. Authorize the Town Manager to Execute a Pass-Through Agreement with CSG, Inc. for the Review of Land Development Entitlement Applications and Subsequent Construction Plan Review and Inspection Services in an Amount Not to Exceed $500,000; and Authorize Revenue and Expenditure Budget Adjustments in the Amount of $150,000 to Recognize Deposits (Program 5999) and Permit Revenue (Program 5202) and Associated Expenditures for CSG Services.
Gary Heap, Town Engineer, presented the staff report.
Mayor Hudes opened public comment.
Gus Who
- Inquired about the number of bids received.
Mayor Hudes closed public comment.
Council asked questions and discussed the item.
MOTION: Motion by Council Member Ristow to authorize the Town Manager to execute a Pass-Through Agreement with CSG, Inc. for the review of Land Development Entitlement Applications and subsequent construction plan review and inspection services in an amount not to exceed $500,000; and authorize revenue and expenditure budget adjustments in the amount of $150,000 to recognize deposits (Program 5999) and Permit Revenue (Program 5202) and associated expenditures for CSG services. Seconded by Vice Mayor Moore.
VOTE: Motion passed unanimously.
14. Mid-Year Budget Report - July 1 - December 31, 2024:
a. Receive the FY2024-25 Mid-Year Budget Report, including the FY 2024-25 Year End Projections
b. Authorize Budget Adjustments as Recommended in the Mid-Year Budget Report c. Receive the Town Five Year Financial Projection from FY 2025-26 to FY 2029-30 Gitta Ungvari, Finance Director, presented the staff report.
Mayor Hudes opened public comment.
No one spoke.
Mayor Hudes closed public comment.
Council asked questions and discussed the item.
ITEM NO. 3.
PAGE 5 OF 6
SUBJECT: Draft Minutes of the Town Council Meeting of February 18, 2025 DATE: February 18, 2025
MOTION: Motion by Council Member Badame to receive the Fiscal Year [2024-2025] Mid-Year Budget Report, including the Fiscal Year 2024-2025 Year End Projections per Attachment 1; authorize budget adjustments as recommended in the Mid-Year Budget Report; and receive the Town Five Year Financial Projection from Fiscal Year 2025-2026 to Fiscal Year 2029-2030 in Attachment 2. Seconded by Vice Mayor Moore.
VOTE: Motion passed unanimously.
Mayor Hudes called a recess at 8:43 p.m.
Mayor Hudes reconvened the meeting at 8:54 p.m.
PUBLIC HEARINGS
15. Adopt a Resolution Modifying the Comprehensive Fee Schedule for Fiscal Year (FY) 2024-25 Amending Certain Fees, Rates, and Charges for FY 2024-25. RESOLUTION 2025-005 Gitta Ungvari, Finance Director, presented the staff report.
Mayor Hudes opened public comment.
No one spoke.
Mayor Hudes closed public comment.
Council asked questions and discussed the item.
MOTION: Motion by Council Member Ristow to approve a resolution modifying the Comprehensive Fee Schedule for Fiscal Year (FY) 2024-25 amending certain fees, rates, and charges for [Fiscal Year] 2024-25. Seconded by Vice Mayor Moore.
VOTE: Motion passed unanimously.
COUNCIL/TOWN MANAGER REPORTS
Council Matters
- Council Member Rennie stated he met with a member of the Complete Streets and Transportation Commission (CSTC); attended a Valley Transportation Authority (VTA) Board meeting; spoke at Community Emergency Response Team (CERT) Meet and Greet; attended a General Plan Committee meeting, a Silicon Valley Clean Energy Authority (SCVEA) Board meeting; and met with a member of the Los Gatos Thrives Foundation. - Vice Mayor Moore stated he met with the Executive Director of West Valley Community Services and staff; attended a VTA Board meeting, a Finance Commission meeting, a Cities Association Legislative Action Committee meeting; and held a Council Member Community Coffee event.
ITEM NO. 3.
PAGE 6 OF 6
SUBJECT: Draft Minutes of the Town Council Meeting of February 18, 2025 DATE: February 18, 2025
- Council Member Ristow stated she attended a Pizza and Policy meeting with County Supervisor Betty Wong; met with residents; observed a Finance Commission meeting; attended a Conceptual Development Advisory Committee (CDAC) meeting, a General Plan Committee meeting, a SVCEA Board meeting, a VTA Policy Advisory Committee meeting, and the orientation for Ride and Taste Los Gatos.
- Council Member Badame stated she participated in a meeting of the West Valley Storm Water Authority (WVSWA) Board formerly known as the West Valley Clean Water Authority, the West Valley Solid Waste Management Authority (WVSWMA) Board meeting; met with the CSTC Chair; participated in a CDAC meeting; and met with members of the public on Town matters.
- Mayor Hudes stated he met with a CSTC Commissioner, the Director of KCAT; participated in the CERT program, a Defending Democracy Webinar; participated as a judge of the Los Gatos Lions Club Student Speaker Competition; met with County Executive James Williams; participated in Ride and Taste Los Gatos; met with a group on Jewish family services and other social services; and attended other meetings previously mentioned.
Town Manager Matters
- Commented on the strategic priorities discussion held on February 11, 2025, which were approved at this meeting.
- Commented on the budget priorities.
CLOSED SESSION REPORT
Gabrielle Whelan, Town Attorney, stated the first closed session item was a discussion of existing litigation pursuant to Government Code section 54956.9, and authorized pursuant to subsection h of that code section, and that discussion has been continued to Friday, February 21, 2025; and with regard to the other two closed session items, one regarding conference with legal counsel regarding anticipated litigation and the other is an employee performance. She stated those items will be discussed now, and there will be a report of any action after the closed session.
ADJOURNMENT
The regular session meeting adjourned at 9:34 p.m.
Respectfully Submitted:
_____________________________________
Jenna De Long, Deputy Town Clerk
ITEM NO. 3.
110 E. Main Street Los Gatos, CA 95030 ● 408-354-6832
www.losgatosca.gov
TOWN OF LOS GATOS
COUNCIL CLOSED SESSION MINUTES
MEETING DATE: 03/04/2025
ITEM NO: 4
DRAFT
Minutes of the Town Council Special Meeting – Closed Session Tuesday, February 21, 2025
2:30 P.M.
The Town Council of the Town of Los Gatos conducted a special meeting in person to hold a Closed Session.
MEETING CALLED TO ORDER AT 2:30 P.M.
ROLL CALL
Present: Mayor Matthew Hudes, Council Member Mary Badame, and Council Member Rob Rennie.
Absent: Vice Mayor Rob Moore and Council Member Maria Ristow.
VERBAL COMMUNICATIONS (ONLY ON ITEMS ON THE AGENDA)
Ernestina Jara
- Commented in support of the Town providing legal support for Vice Mayor Moore and Council Member Ristow in the existing litigation.
Kristine Goldberg
- Commented in support of the Town providing legal support for Vice Mayor Moore and Council Member Ristow in the existing litigation.
Sue Ann Lorig
- Commented in support of the Town providing legal and indemnification support for Vice Mayor Moore and Council Member Ristow in the existing litigation.
Karen Rubio
- Commented in support of the Town providing legal support for Vice Mayor Moore and Council Member Ristow in the existing litigation.
Lynley Kerr Hogan
- Commented on the existing litigation case, free speech, and censorship.
Gabrielle Whelan, Town Attorney, stated that in accordance with Government Code Section 54956.9(d)(1), the Town Council is meeting in closed session to discuss existing litigation filed by Lynley Hogan against Councilmembers Moore and Ristow. The Town is a “party” per the definition set forth in subsection (h) of Government Code Section 54956.9.
ITEM NO. 4.
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SUBJECT: Draft Minutes of the Special Town Council Meeting of February 21, 2025 DATE: February 21, 2025
THE TOWN MOVED TO CLOSED SESSION ON THE FOLLOWING ITEM:
1. CONFERENCE WITH LEGAL COUNSEL— EXISTING LITIGATION (Government Code §54956.9(d)(1)) Lynley Kerr Hogan vs. Rob Moore et al Santa Clara County Superior Court Case Number: 25CV456254
The Town Council reconvened in open session. Gabrielle Whelan, Town Attorney, stated that Mayor Hudes and Councilmembers Badame and Rennie met in closed session to considering defending Councilmembers Moore and Ristow in the second lawsuit filed by Lynley Kerr Hogan on January 10th, and voted unanimously to provide a defense to Councilmembers Moore and Ristow.
The Town Attorney further stated that the decision to expend Town resources is a serious matter, as defending a lawsuit can be time-consuming and expensive. In agreeing to provide a legal defense in this matter, the Council expressly reserves the right to not indemnify the Councilmembers if they are found liable and if their liability is based on conduct that did not occur in the course and scope of their Town Council office. Should the court find that the Councilmembers were not acting within the course and scope of their employment, the Councilmembers will not receive further defense of their actions. In addition, in accordance with Government Code Section 825, the Town will not pay any award of punitive or exemplary damages.
ADJOURNMENT
The meeting adjourned at approximately 3:17 p.m.
Attest: Submitted by:
___________________________ ___________________________ Wendy Wood, Town Clerk Chris Constantin, Town Manager
ITEM NO. 4.
PREPARED BY: Nicolle Burnham
Parks and Public Works 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: 03/04/2025
ITEM NO: 5
DATE: February 27, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Consider the Following Actions Regarding the Installation of Electric Vehicle Charging Infrastructure at the Parks and Public Works Yard:
a. Authorize the Town Manager to Execute a Grant Agreement with Silicon Valley Clean Energy for the Town to Receive Total Compensation of $173,184; and
b. Create a New Capital Improvement Project “EV Charging Infrastructure – Miles Avenue” to receive the Silicon Valley Clean Energy Grant; and c. Authorize Revenue and Expenditure Budget Adjustments in the Amount of $173,184 to Recognize the Receipt and the Spending of the Silicon Valley Clean Energy Grant Funding.
RECOMMENDATION:
Consider the Following Actions Regarding the Installation of Electric Vehicle Charging Infrastructure at the Parks and Public Works Yard:
a. Authorize the Town Manager to execute a grant agreement with Silicon Valley Clean Energy for the Town to receive total compensation of $173,184; and b. Create a new capital improvement project “EV Charging Infrastructure – Miles Avenue” to receive the Silicon Valley Clean Energy Grant; and
c. Authorize revenue and expenditure budget adjustments in the amount of $173,184 to recognize the receipt and the spending of the Silicon Valley Clean Energy grant funding.
BACKGROUND:
Parks and Public Works staff have been working with Silicon Valley Clean Energy (SVCE) to comply with the State of California’s unfunded mandate requiring medium and heavy-duty vehicles to be replaced with zero emission vehicles (ZEV) starting in 2024. Certain medium and heavy-duty vehicles are scheduled for replacement in the coming years necessitating the
ITEM NO. 5.
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SUBJECT: Actions Relating To EV Charging Infrastructure at 41 Miles Avenue DATE: February 27, 2025
purchase of ZEVs. Parks and Public Works cannot support the use of ZEVs unless charging infrastructure is installed at the Public Works Yard at 41 Miles Avenue.
SVCE has been guiding the Town’s compliance with the ZEV regulations. Specifically, SVCE is providing design services for five electric vehicle charging stations (10 ports total) for PPW use and has guided the Town’s application to PG&E for a grant to provide electric service to support the proposed chargers. These two issues together – PG&E service and design of charging infrastructure – will provide the resources needed to have ZEVs in the Public Works Fleet. SVCE has provided this support at no cost to the Town.
PG&E is currently assessing the service infrastructure needed for EV chargers at the PPW yard.
Once their work is finalized staff will bring forward an agreement with PG&E for Town Council’s consideration.
DISCUSSION:
SVCE developed a self-funded member agency grant program that included a non-competitive grant to encourage investment in projects that support transportation electrification and energy resilience. The Town submitted the grant application in December 2024 and was notified of the award in January 2025. The estimated construction cost of building 10 EV chargers at the PPW yard was $246,000 in the fall of 2024, and the Town was awarded a grant of $173,184. SVCE has fully funded this grant program with its own resources. No federal funds are included.
The grant is reimbursable, meaning the Town needs to fund the work and submit invoices for reimbursement from SVCE. The seed money and additional funding required for this proposed capital project will be discussed during the Fiscal Year 2025/2026 budget process.
Since work completed to date on EV charging has been in support of SVCE and their consultants a capital improvement project has not been created. With the receipt of this grant, staff recommends creating a new project funded from the grant revenue. This project and its funding will be used for the construction of the charging infrastructure that SVCE consultants are designing.
CONCLUSION:
Staff recommends accepting the grant award and creating a new capital project to support the construction of EV charging infrastructure at the PPW yard.
ITEM NO. 5.
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SUBJECT: Actions Relating To EV Charging Infrastructure at 41 Miles Avenue DATE: February 27, 2025
ALTERNATIVES:
Town Council could decline to accept the grant. If the Town Council were to choose that option, the Town would still be required to provide charging infrastructure as required by the California Clean Fleet regulations using Town funds without reimbursements.
COORDINATION:
This staff report was coordinated with the Town Attorney’s Office and the Finance Department.
FISCAL IMPACT:
The fiscal table below reflects the updated budget sources for the new CIP project, which will be sufficient to fund the purchase of the electric vehicle charging stations with the SVCE grant.
Additional costs of $72,816, associated with the proposed project, will be discussed during the Fiscal Year 2025/2026 budget process.
ENVIRONMENTAL ASSESSMENT:
This current action is not a project and CEQA is not required.
Attachments:
1. Silicon Valley Clean Energy Member Agency Grant Program Agreement Budget Costs
Budget
Silicon Valley Clean Energy Grant (this staff report) $173,184 Total Budget $173,184
Expenditures
10 Electric Vehicle Charging Stations at Corporation Yard (this staff report) $173,184 Total Project Expenditures $173,184
Remaining Project Budget $0
EV Charging Infrastructure – Miles Avenue
CIP No. TBD
ITEM NO. 5.
SILICON VALLEY CLEAN ENERGY MEMBER AGENCY GRANTPROGRAM
AGREEMENT
THIS AGREEMENT is made and effective on the date of last signature below (“Effective Date”) by and between the Silicon Valley Clean Energy Authority (“SVCE”), an independent public agency and Town of Los Gatos (“Recipient”) in consideration of the covenants, conditions and undertakings set forth herein, the parties agree as follows:
1. RECITALS. This Agreement is made with respect to the following facts and purposes which each of the parties acknowledge and agree are true and correct:
A. SVCE’s Member Agency Non-Competitive grant program (“Program”) will provide $3M in grants to member jurisdictions to plan and develop decarbonization demonstration, energy resilience, and engagement projects.
B. Recipient submitted an application for Program funding, attached hereto and incorporated herein as Exhibit A, for a decarbonization demonstration, energy resilience, and engagement projects (“Project”). The scope and estimated budget for the Project are included in Exhibit A.
C. SVCE finds that the use of Grant Funds described herein furthers a public purpose and meets the goals and objectives established for the Program, and desires to award Recipient a one-time grant pursuant to the terms of this Agreement.
2. GRANT. SVCE hereby agrees to provide funding to Recipient in an amount not to exceed $173,184, subject to the provisions of this Agreement (“Grant Funds”). Such Grant Funds shall be disbursed to Recipient on a reimbursement basis. It is agreed and understood that the Grant Amount is a ceiling and that SVCE will only reimburse the allowable cost of services actually rendered as authorized by SVCE at or below the Grant Amount established herein.
3. REIMBURSEMENT OF GRANT FUNDS. Grant Funds shall be reimbursed pursuant to the following process:
A. SVCE shall reimburse Recipient for its actual and reasonable costs of constructing the Project up to the agreed upon Grant Funds.
B. Requests for payment submitted to SVCE shall include: 1) a cover letter in the agency’s letterhead summarizing the project and requested dollar amount for reimbursement 2) an itemized list of all expenditures; and 3) supporting documentation that clearly identifies the expenditure(s) in relation to the scope of the Project set forth in Exhibit A of this Agreement.
Payment requests should be aggregated and submitted after Project completion.
C. SVCE shall process requests for payment and remit payment within 30 days.
D. If, in SVCE’s sole discretion, the request for payment is incomplete, inadequate, or inaccurate, SVCE may dispute the invoice for reasonable cause and hold all or a portion of the payment request until all required information is received or corrected. Any penalties imposed ATTACHMENT 1 Page 22
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on the Recipient by a contractor, or other consequence, because of delays in payment or other breach of the agreement between the Recipient and the contractor are the responsibility of the Recipient and are not reimbursable under this Agreement.
E. Unless otherwise authorized by SVCE in writing, Recipient shall submit all documentation of Project completion, including a final request for payment, within sixty (60) days of Project completion.
F. Final payment of remaining Grant Funds, including any amounts withheld from previous payments, shall be paid up to the total amount of the actual Project cost, not to exceed the Grant Funds amount set forth in this Agreement, upon completion of the Project, receipt of the final report and final request for payment from the Recipient in a form and content satisfactory to SVCE.
4. USE OF GRANT FUNDS. Recipient shall use the Grant Funds to support the Program as set forth in Exhibit A. Any use(s) of Grant Funds not contemplated in this Agreement must be approved in writing by SVCE. This Agreement was awarded to Recipient based on the application submitted by Recipient with the intention that the awarded funds would be used to implement the Project as described in Exhibit A. Any substantive deviation during Project implementation may require reevaluation or result in loss of funding. In no event shall Recipient’s Grant Funds or scope of work be increased. If Recipient knows or should have known that substantive changes to the Project will occur or have occurred, Recipient will immediately notify SVCE in writing. SVCE will then determine whether the Project is still consistent with the overall objectives of the Program and whether the changes would have negatively affected the Project ranking during the Grant evaluation process. SVCE reserves the right to have Grant Funds withheld from Recipient, or refunded to SVCE, due to Recipient’s failure to satisfactorily complete the Project or due to substantive changes to the Project.
5. TERM. This Agreement shall commence on the Effective Date and shall remain and continue in effect until the final Grant Funds are paid to Recipient, unless sooner terminated pursuant to the provisions of this Agreement. Project completion dates shall not be extended unless SVCE determines, in its sole discretion, that extenuating circumstances justify an extension. Projects must be complete no later than December 31, 2028.
6. REPORTING AND RECORDS. Recipient agrees to cooperate with SVCE and provide requested information, if any, related to the use of Grant Funds and the Project, including for the purposes of SVCE’s evaluation, measurement, and verification activities for the Program.
Recipient will cooperate in good faith with SVCE or its authorized representative in performing evaluation, measurement and verification (EM&V) of the Program. Information accessed for EM&V may include, but is not limited to, onsite verification of Project operation, Program compliance, and Project records, analysis of facility billing metered data, analysis of data collected from facility-owned submetering, and collection of supplementary metered data onsite. All information collected will be held confidentially and will be used by SVCE or its authorized representative for Program analysis purposes only. Recipient is responsible for ensuring, through a separate agreement between Recipient and property owner, that property owner shall cooperate with SVCE to provide any documentation and assist in analysis and provide access to the Project site at reasonable times, during the construction of the Project and for a period of up to two (2) years from the completion of the Project. During the course of the
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Project and for three (3) years thereafter from the receipt of the final Grant Funds, the Recipient agrees to maintain, intact and readily accessible, all communications, data, documents, reports, records, contracts, and supporting materials relating to the Project, as SVCE may require. The Recipient agrees to have financial and compliance audits performed as SVCE may require.
7. LEGAL RESPONSIBILITIES. Recipient shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance under this Agreement. Recipient shall at all times observe and comply with all such ordinances, laws and regulations. SVCE, and its officers and employees, shall not be liable at law or in equity occasioned by failure of Recipient to comply with this Section.
8. PREVAILING WAGES. By accepting the Grant Funds, Recipient as a material term of this Agreement shall be fully responsible for complying with all California public works requirements including but not limited to payment of prevailing wage. Therefore, as a material term of this Agreement, to the extent required by California law, Recipient shall ensure that prevailing wages are paid, that the project budget for labor reflects these prevailing wage requirements, and that the project complies with all other requirements of prevailing wage law, including that Recipient’s subcontractors also comply with all applicable public works/prevailing wage requirements.
9. PROCUREMENT. At minimum, Recipient shall abide by Recipient’s purchasing regulations and policies and all California laws and regulations in procuring goods or services where the costs are eligible for reimbursement under this Agreement.
9. CALIFORNIA PUBLIC RECORDS ACT. Recipient acknowledges that SVCE is subject to the California Public Records Act (Gov. Code § 7920.000 et seq.). SVCE acknowledges that Recipient may submit information to SVCE that Recipient considers to be confidential, proprietary, or trade secret information. Only such information clearly designated in writing as “confidential” shall be deemed “Confidential Information.” Upon request or demand of any third person or entity (“Requestor”) for the production, inspection, and/or copying of Confidential Information, SVCE shall notify Recipient that such request has been made.
Recipient shall be solely responsible for taking whatever legal steps are necessary to protect Confidential Information and to prevent its release to the Requestor. Without limiting SVCE’s right to disclose Confidential Information as may be required by law, if Recipient takes no such action after receiving the foregoing notice from SVCE, SVCE shall be permitted to release information it deems subject to disclosure.
10. NOTICES. Any notices provided under this Agreement must be in writing and may be given either by mail or e-mail to the following addresses:
SVCE: Silicon Valley Clean Energy Authority
333 W. El Camino Real #330
Sunnyvale, CA 94087
Attention: [email protected]
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RECIPIENT: Town of Los Gatos
110 East Main Street
Los Gatos, CA 95030
Attention: Town Clerk
11. INDEPENDENT CONTRACTOR.
A. Recipient shall at all times remain as to the SVCE a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Recipient shall at all times be under Recipient's exclusive direction and control. Neither SVCE nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Recipient or any of Recipient's officers, employees, or agents except as set forth in this Agreement. Recipient shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the SVCE.
Recipient shall not incur or have the power to incur any debt, obligation or liability whatever against SVCE, or bind SVCE in any manner.
B. No employee benefits shall be available to Recipient in connection with the performance of this Agreement. Except for the fees paid to Recipient as provided in the Agreement, SVCE shall not pay salaries, wages, or other compensation to Recipient for performing services hereunder for SVCE. SVCE shall not be liable for compensation or indemnification to Recipient for injury or sickness arising out of performing services hereunder.
12. INDEMNIFICATION; WAIVER. Recipient shall indemnify, protect, defend and hold harmless SVCE, its elected officials, officers, employees, volunteers, and representatives from any and all suits, claims, demands, losses, defense costs or expenses, actions, liability or damages of whatsoever kind and nature which SVCE, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Recipient’s acts or omissions arising out of or in any way related to the performance or non-performance of this Agreement. Recipient expressly waives the provisions of California Civil Code section 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” This Section shall survive the terminate of this Agreement.
13. INSURANCE.
A. On or before the commencement of the term of this Agreement, Recipient shall furnish SVCE with certificates showing the type, amount, class of operations covered, effective dates, and dates of expiration of insurance coverage in compliance with the requirements in this Section. Recipient shall maintain such coverage in full force at all times for the duration of this Agreement, at its sole cost and expense. Nothing herein shall be construed as a limitation on Recipient indemnification obligations under this Agreement.
B. Recipient shall maintain the following minimum insurance coverages:
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1) Workers’ compensation, as required by the State of California; 2) Commercial general liability coverage with minimum limits of $3,000,000 per occurrence and $5,000,000 aggregate for bodily injury and property damage.
ISO occurrence Form CG 0001 or equivalent is required;
3) Comprehensive automotive liability coverage with minimum limits of $1,000,000 per accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.
C. Such coverages shall be issued by an insurer(s) licensed to conduct business in the State of California, with a minimum A.M. Best’s Insurance Rating of A:VII unless otherwise approved in writing as satisfactory to SVCE. The Recipient may satisfy its obligations under this Section through self-insurance.
D. The insurance limits required by SVCE are not represented as being sufficient to protect Recipient. Recipient is advised to confer with its insurance broker to determine adequate coverage for Recipient.
14. DEFAULT AND TERMINATION. Should an Event of Default occur, SVCE shall provide a notice of default to Recipient and shall give Recipient at least fifteen (15) calendar days from the date the notice is sent to cure the Event of Default. If Recipient fails to cure the Event of Default within the time prescribed, SVCE may, at SVCE’s sole discretion, withhold Grant Funds not yet disbursed hereunder, require the return or repayment of Grant Funds already disbursed, and/or terminate this Agreement by written notice which shall be effective upon receipt by Recipient. “Event of Default” shall mean the occurrence of any one or more of the following events by Recipient: (a) any false statement, representation, or warranty contained in this Agreement, the Application, or any other document submitted to SVCE; (b) failure to comply with applicable laws; (c) a failure to maintain in effect any policy of insurance required under this Agreement; or (d) a material breach of this Agreement.
15. NON-APPROPRIATION. Recipient acknowledges that SVCE is a public agency. In the event that sufficient funds for the performance of this Agreement are not appropriated by the SVCE Board of Directors in any fiscal year covered by this Agreement, this Agreement may be terminated by SVCE, without penalty, by giving notice to Recipient of such facts and of SVCE’s intention to terminate.
16. NON-WAIVER. Failure to exercise any right the SVCE may have or be entitled to, in the event of default hereunder, shall not constitute a waiver of such right or any other right in the event of a subsequent default.
17. AMENDMENT OF AGREEMENT. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by the Recipient and the SVCE.
18. ASSIGNMENT PROHIBITED. In no event shall the Recipient assign or transfer any portion of this Agreement.
19. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Santa Clara, State of California.
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20. NO THIRD-PARTY BENEFIT. The provisions of this Agreement are for the sole benefit of the parties hereto and confer no rights, benefits, or claims upon any person or entity not a party hereto.
21. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
22. RECIPIENT'S AUTHORITY. Recipient represents and warrants that (a) it has the power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the person who executes this Agreement on its behalf has the necessary authority to bind Recipient; and (c) neither the execution and delivery of this Agreement nor the performance of its obligations hereunder will constitute a violation of, a default under, or conflict with any term of any governance documents or other agreements to which it is bound.
23. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. Faxed and PDF counterpart signatures are sufficient to make this Agreement effective.
24. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.
25. COMMUNICATIONS AND ENGAGEMENT. Recipient agrees that SVCE may use and publicize information and visual materials (photos, videos, etc.) related to this project, including (but not limited to) information and visual materials provided in this application, updates, or follow-up information. Recipient will coordinate in good faith with SVCE on followup activities, such as interviews, outreach coordination, photo or video shoots, requests for additional information, and the design of educational materials and signage related to the project.
Recipient will work with SVCE to schedule all coordination and activities within a determined and mutually agreed-upon time frame and understand that refusal or failure to collaborate on marketing and outreach may result in termination of the funding.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
SILICON VALLEY CLEAN ENERGY AUTHORITY
NAME:
TITLE:
APPROVED AS TO FORM:
NAME:
TITLE:
Town of Los Gatos
By:
Name: Chris Constantin
Title: Town Manager
By:
Name: Gabrielle Whelan
Title: Town Attorney
By: _____________________________
Name: Wendy Wood
Title: Town Clerk
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EXHIBIT A
[Attach Grant
Form]
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333 W El Camino Real, Suite 330 | Sunnyvale, CA 94087 | 1-844-474-SVCE (7823) | SVCleanEnergy.org 2024 SVCE Member Agency Noncompetitive Grant Application Form Grant Program Overview
The Silicon Valley Clean Energy (SVCE) Noncompetitive Member Agency Grant program provides $3 Million for SVCE’s thirteen member agencies. Each member agency will be awarded funding to invest in a project that supports building or transportation electrification, energy resilience, or community engagement on these topics. The purpose of this grant is to support each member agency’s clean energy and climate goals by providing a wide range of project options that align with SVCE’s mission.
Member agencies may split their funding between two projects and may choose to pass all or part of their funds to a public or community entity that is an SVCE customer for activities within its jurisdiction. Two member agencies can combine their funds for a single project if a site serves both jurisdictions. A separate Grant Form must be submitted for each project. SVCE requires a completed 2024 SVCE Member Agency Noncompetitive Grant Application Form (“Grant Form”) and an executed Grant Agreement for each project.
The dates are as follows:
Submit a complete Grant Form by Friday, December 5, 2025. Please complete the Grant Form and have it approved as required by the member agency and signed by the member agency’s chief executive. Please title the email subject “[INSERT AGENCY] Noncompetitive Grant Application” and send to Jessica Cornejo [[email protected]]. Staff will review and ensure it meets the requirements prior to initiating the Grant Agreement.
Execute the Grant Agreement at the earliest convenience after Grant Form approval. SVCE’s standard Grant Agreement is attached at the end of the Grant Form. Upon approval of the Grant Form, the member jurisdiction will need to accept and complete SVCE’s Grant Agreement prior to expending any grant funds. Please complete it and have it approved as required by the member agency and signed by the member agency’s chief executive and send to Jessica Cornejo [[email protected]]. The Grant Agreement will then be routed to SVCE’s Chief Executive Officer for final approval and signature.
If Member Agencies do not meet the Grant Form deadline of December 5, 2025, their grant fund allocation will be revoked.
ITEM NO. 5.
Funding Distribution by Jurisdiction
Grant funds will be disbursed as reimbursement post-project. Funds for capital projects must be spent by December 31, 2028. Funds for community engagement projects must be spent by December 31, 2027.
Grant Goals and Project Eligibility
SVCE's Noncompetitive Member Agency Grants will support the development of building and/or transportation electrification and/or energy resilience projects that enhance a municipal or community site. Projects can also include community engagement and education campaigns that address electrification and climate change, but this is not required. Project examples include, but are not limited to:
Project Type and Examples
Fleet Electrification (e.g., convert to electric fleet vehicles, install level 2 chargers or direct current fast chargers, install bidirectional EV charger and purchase compatible bidirectional fleet electric vehicle [EV]1)
Facility Electrification (e.g., remove gas infrastructure and replace space/water/pool heating with heat pumps, kitchen electrification)
1 SVCE is collaborating with PG&E on an upcoming Vehicle to Everything (V2X) pilot program. This program will recruit project partners in SVCE territory with bidirectional charging capabilities (both a charger and a compatible EV) to participate in a V2X pilot to test out hourly rates, grid reliability, and resilience during power outages. Member agencies that install bidirectional EV charging station(s) and purchase a compatible bidirectional EV for their jurisdiction’s fleet may be eligible to receive additional EV infrastructure incentives from PG&E’s V2X pilot program and to receive financial incentives of up to $2/kWh through the Emergency Load Reduction Program for reducing electrical loads during grid emergencies. Please contact SVCE if your jurisdiction is considering applying grant funds to support bidirectional charging or bidirectional fleet EVs.
ITEM NO. 5.
Facility & Fleet Resilience (e.g., solar + battery storage, battery added to existing solar, off-grid EV chargers)
Decarb Demonstration (any of the above examples combined with an educational component. Remove gas infrastructure and replace space/water/pool heating with heat pumps, kitchen electrification paired with an optional community engagement and education plan)
Innovative Community Engagement (e.g., Community Needs Assessment, resilience hub tours, electric home tours, induction cooktop campaigns, rebates or incentives for electric appliances)
Solar and Battery Project Requirement
Member agencies understand that to receive grant funds for solar and battery storage projects, SVCE shall have the first right of refusal to receive attributes from the project, such as resource adequacy (RA) or other capacity attributes, and renewable energy credits (RECs). During the procurement process, the member agency must request that the vendor provide the following information: Option 1) bid for the project including attributes (vendor gives up right to attributes) and Option 2) bid for the project without attributes (vendor owns right to attributes). SVCE will review vendor responses before the member agency begins contracting with the vendor. If the project is contracted for under Option 1, and if SVCE does not communicate a need to use the project’s RA or capacity attributes, the vendor may keep the attributes. Member agency understands that to receive grant funds for solar and battery storage projects, their site may be required to participate in an SVCE Demand Response (DR) program. If the member agency is interested in participating in an external DR program, they must notify SVCE to receive approval.
If the member agency has questions on this requirement, please reach out to SVCE.
Grant Form Terms and Conditions
All parties acknowledge that SVCE is a public agency subject to the requirements of the California Public Records Act, Cal. Gov. Code section 7920.000 et seq. Applications submitted are public records subject to public review.
The submission of a Grant Form shall be deemed a representation and certification by the member agency that it:
Has read, understands and agrees to the information and requirements set forth in this Grant Form.
Has the capability to complete the responsibilities and obligations of the Grant Form being submitted.
Represents that all information contained in the Grant Form is true and correct. Acknowledges that SVCE has the right to make any inquiry it deems appropriate to substantiate or supplement information supplied by member agency. Will provide any and all documentation related to the Grant Form in a timely manner. Has disclosed any conflicts of interest.
ITEM NO. 5.
This Grant Form does not commit SVCE to enter into a contract or disburse any grant funds, nor does it obligate SVCE to pay for any costs incurred in the preparation and submission of forms or in anticipation of a contract.
The person signing below hereby represents and warrants that they are signing with full and complete authority to bind the party on whose behalf of whom they are signing.
Signed: Printed Name:
Chris Constantin
Date:
12/3/2024
Organization:
Town of Los Gatos
Title:
Town Manager
Email Address:
[email protected]
ITEM NO. 5.
Grant Form Questions:
Date of Grant Form:
12/3/2024
Name of Agency:
Town of Los Gatos
Name and Email of Project Team:
Parks and Public Works
Project Name:
Corp Yard Electrification
Email:
[email protected]
Project Address:
41 Miles Avenue, Los Gatos CA 95030
Project Summary- Please briefly describe the project, site, technology (if applicable), and intended audience.
The Town of Los Gatos is requesting use of SVCE's non-competitive grant funds to support installation of 10 charging stations at the Parks and Public Works Corporation Yard at 41 Miles Avenue. The plan is to install 5 chargers of two ports each at 19.2 kiloWatts per charger. The current recommended charger (based on discussion with PG&E and Optony) is Autel AC Ultra. The manufacturer and model may change based on public bidding requirements but the installation will be similar to the Autel model recommended.
The installation at the Corporation Yard will support the Town's compliance with California's Clean Fleet requirements. There are currently no EV chargers on-site so the installation is a critical first step in the Town's compliance process. Vehicles charged with this infrastructure will be Town of Los Gatos fleet vehicles that support Parks and Public Works operations.
ITEM NO. 5.
Project Details – Please explain why your agency has selected this project. What are you hoping to learn from the project? What information will you be using to assess the impact of the project? Who will benefit from the project?
This project will support the Town's compliance with the State of California's Clean Fleet Regulations. With the support of SVCE and Optony the Town has a stategic plan for electrificaiton of its fleet to comply with the regulation. The installation of charging ports at the Parks and Public Works yard will provide the necessary infrastructure to begin converting the Town's medium and heavy duty vehicles to ZEV's. This project is proposed for funding to serve the dual purpose of positioning hte Town to comply with State regulations, while also allowing PPW to be the use case and leader in the Town's conversion to clean fleet vehicles.
With this project the Town will learn important information about how to operate ZEV's and use them in the demanding environment of public works operations. Evaluating the performance of these vehicles and learning how they perform staff is hoping to learn how to convert more fleet to ZEV in the future.
Staff will assess performance of the charging infrastructure installed via this grant, and also the performance of the ZEV's that are purchased and put into service.Without installing the chargers staff cannot purchase ZEV's and evaluate their performance. Specifically staff will consider the performace of ZEV's in adverse conditions such as storm events as well as day to day operations. Consideration will be given to how long the charge lasts for various vehicles and whether the vehicles can meet the operational demands of the department.
With regard to the chargers, staff will evaluate maintenance costs and requirements, speed of charge, and the ease of use of the chargers.
The project will benefit the Town in its regulatory requirement, but also will contribute to the goals of green gas emission reduction to improvement quality of life for Bay Area residents.
ITEM NO. 5.
Decarbonization and/or Resilience Benefits - Please describe how this project supports your agency's greenhouse gas reduction goals or climate action goals. How will the project deliver immediate decarbonization and/or resilience benefits? How will it deliver/influence long-term decarbonization and/or resilience goals? Quantify the impacts, if possible, and discuss the more qualitative impacts.
Community Engagement (OPTIONAL) – Please outline your agency’s plan to engage the community for this project. If you are opting to include a community engagement plan, please include the needed items and activities in the proposed budget.
The Town's General Plan 2040 includes recommendations to reduce the Town's Greenhouse Gas Emissions. Specifically, the defined goal (ENV9.1) is to reduce GHG levels from operation of Town Facilities to 40 percent below 1990 levels by 2030. The installation of chargers and subsequent purchase of ZEV's will advance the Town toward this goal. The purchase of ZEV's will result in the retirement of existing gas powered vehicles in the Town's fleet.
Since this change is not in a facility used by the public there is no engagement plan proposed.
Following installation of the chargers, staff will share with the Los Gatos community, information about the project and the town's conversion to EV's.
ITEM NO. 5.
Project Budget – Please provide a detailed budget table of the project’s activities and how SVCE’s funding will be used. Please list any external grants, matching funds, and in-kind resources that will be used with the project. There is no matching contribution required.
Project Timeline – Please provide a detailed timeline of the project’s activities and key milestones.
Eligible and Ineligible Project Costs:
Eligible project costs include:
Purchase of technologies that are either listed above or are alternatives to gaspowered appliances and align with SVCE’s mission. Consultant costs for planning, designing, and construction of the project. Costs associated with community feedback sessions, outreach and education events, and marketing materials (e.g., banners, flyers, and permanent signage). Fellow or intern. The fellow/intern’s assigned project must produce a deliverable directly related to decarbonization or complementary to the proposed project. Only costs directly related to activities or improvements made within the jurisdiction are eligible.
Ineligible project costs include:
Solar projects not paired with a battery.
Energy and water efficiency, lighting, and landscape upgrade. Permit fees.
Permanent staff time.
Engagement activities that only address online engagement (e.g., webinars, online surveys).
Physical maintenance costs not related to the project’s primary purpose of electrification or resilience (e.g., asphalt and repainting).
Stacking SVCE & External Grants:
SVCE will allow stacking with the 2024 Competitive Member Agency Grant. The Competitive Member Agency Grant offers competitive funding to each of the thirteen member agencies to support the development of capital or engagement projects that support the electrification of member agency public buildings and/or electric vehicle infrastructure (EVI). If an Applicant is inclined to stack these two grant programs on a single project, that project must be at a site that is open to the public and available for demonstration purposes. A separate grant application for the project must be submitted for both grant programs. Depending on the applicant pool, additional funds from the Competitive Member Agency Grant are not guaranteed. SVCE will allow stacking and matching with regional, utility, state, and federal grants.
ITEM NO. 5.
SVCE will not allow stacking with previous SVCE grants, such as the 2020 Community Resilience Grant and the 2022 Decarbonization Demonstration & Engagement Grant. While previous sites can be considered for this grant, all proposed work in this application should be a new project.
Please send questions to Project Manager, Jessica Cornejo [[email protected]]
ITEM NO. 5.
-
18 -
7/2024
Project Budget and Timeline
Town of Los Gatos PPW Fleet EV Chargers – Phase I
SVCE Non-Competitive Grant Application
December 2024
The Town of Los Gatos has been provided the following a project budget for the Phase I chargers:
This estimate was provided by Optony, who is performing the design work the Los Gatos chargers with funding provided by SVCE.
The funding from the non-competitive program will be used for construction of the charging infrastructure. The Town will competitively bid the construction in accordance with requirements of the California Contract Code and Town procurement policies pertaining to public works. Following award of the bid to the lowest responsible bidder, the Town will pay the contractor and seek reimbursement of the expenses from SVCE in accordance with the grant agreement.
Given the projected project cost of $266,000, and the grant amount of $173,184, the Town will seek additional funding sources for the gap of $92,816. Gap funding may include the $20,000 noted above from PGE and that application is in pending. Other grant sources may be sought, including SVCE Competitive Grants. It is expected that the Town’s General Fund Appropriate Reserve will be used to front the project costs and replenished through the reimbursement process. Grant funds will be used for construction. No grant funds will be used for staff time, permit fees or other ineligible activities.
Design of the infrastructure is currently underway and PG&E is evaluating the requirements associated with upgraded electric service to support the chargers. Staff expects that the project would be ready for bidding by Q4 2025, with construction occurring in 2026.
CORP YARD (41 Miles Ave) PROJECT COSTS
LEVEL 2 $250,000
Trenching $16,000
PG&E EV Fleets Incentive $20,000
TOTAL $246,000
ITEM NO. 5.
PREPARED BY: Sai Kim
Chief Technology Officer
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Finance Director 110 E. Main Street Los Gatos, CA 95030 ● 406-354-6832
www.losgatosca.gov
TOWN OF LOS GATOS
COUNCIL AGENDA REPORT
MEETING DATE: 03/4/2025
ITEM NO: 6
DATE: February 27, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute the Fourth Amendment to the Tyler Technologies Agreement to Reallocate Existing Contracted Services and Increase Compensation by $58,630 for a New Total Contract Amount Not to Exceed $1,378,621
RECOMMENDATION:
Authorize the Town Manager to Execute a Fourth Amendment to the Agreement with Tyler Technologies (Attachment 1) to reallocate originally contracted services and increase compensation by $58,630 for a total contract amount not to exceed $1,378,621.
BACKGROUND:
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 eFinancePlus Enterprise Resource Planning (ERP) system, specifically in the areas of Finance, Human Resources, Payroll, and Miscellaneous Billing.
Tyler Technologies was the sole respondent to the Town’s RFP. An interdisciplinary Town team evaluated their submission based on enhanced reporting capabilities, streamlined workflows, and improved online self-service options 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. Based on Staff’s overall assessment, it was decided to enter into an agreement with Tyler Technologies. Council approved this agreement at its June 21, 2022 meeting (see Attachment 2).
A first amendment was executed on August 17, 2022, to add language to the insurance section of the agreement at the Town Attorney’s request (see Attachment 2). A second amendment
ITEM NO. 6.
PAGE 2 OF 2
SUBJECT: Authorize the Fourth Amendment to the Tyler Technologies Contract DATE: February 4, 2024
was executed on December 6, 2022, to include five years of historical data conversion (see Attachment 2). A third amendment was executed on September 16, 2024, to adjust fees pertaining to product modules that were being added and removed as well as additional project management hours (see Attachment 2).
DISCUSSION:
Staff have continued to work with Tyler Technologies on the implementation of the new ERP system. The go-live date of the new ERP system has been adjusted to the summer of 2025 due to ongoing delays with the data conversions and as the next opportune time to cutover to the new ERP system.
After a detailed comprehensive review of the remaining project plan, it was determined that additional implementation days were required to safely ensure all remaining tasks were completed for a successful go live.
Staff identified unused hours from prior allocations that can support the remaining implementation tasks. These hours require reclassification for remote implementation and project management, which is included in this amendment. (See Attachment 1 – Fourth Amendment to Tyler Technologies Agreement, Exhibit 1, Schedule A).
In addition to this reclassification of hours, Staff recommends reserving 40 more days (320 hours) of remote implementation time in case it is needed to ensure a smooth and successful implementation; any unused time will not be billed. (See Attachment 1 – Fourth Amendment to Tyler Technologies Agreement, Exhibit 1, Schedule B).
Executing this amendment will increase the total agreement amount by $58,630 to $1,378,621.
CONCLUSION:
Staff recommends authorizing the Town Manager to execute the Fourth Amendment (Attachment 1) increasing compensation by $58,630, bringing the total contract amount to a maximum of $1,378,621.
FISCAL IMPACT:
Sufficient funds for this amendment are available in the project budget. The following table details the original agreement authority and subsequent amendments.
ITEM NO. 6.
PAGE 3 OF 2
SUBJECT: Authorize the Fourth Amendment to the Tyler Technologies Contract DATE: February 4, 2024
Original - Tyler Agreement $ 1,261,061
Second Amendment - Tyler Agreement
General Ledger Conversion $ 33,000
Total Additional Cost of the Second Amendment $ 33,000
Total Tyler Agreement with the Second Amendment $ 1,294,061 Third Amendment - Tyler Agreement
Tyler Payment Implementation
Integration Fee (Annual FY 2024/25 - FY 2026/27)
Cashiering API $ 10,797
SnapLogic- Up to 5 Integrations $ 12,000
Additional Equipment
5 Printer (TM -S9000II) $ 8,115
5 Cash Drawers $ 1,300
5 Payments Lane 7000 Terminals $ 2,645
Annual PCI Service Fee ( FY 2024/25 - FY 2026/27)
5 Payments PCI Service Fee per Equipment $ 2,700
Professional Services
Project Managament $ 1,480
Remote Implementation $ 7,400
Removal of Modules Not Required
Annual Service Fee ( FY 2024/25 - FY 2026/27) Removed
Bid Management $ (6,726)
Contract Management $ (6,678)
Business License $ (13,203)
Data Conversion
General Ledger Conversion Credit $ (5,000)
Extended Project Timeline
Additional Project Management Hours $ 11,100
Total Additional Cost of the Third Amendment $ 25,930
Total Tyler Agreement with the Third Amendment $ 1,319,991 Fourth Amendment - Tyler Agreement
Tyler Payment Implementation
Project Management Hours (Exhibit 1, Shedule A)
62 Project Management Hours Removed $ (11,470)
304 Onsite Implementation Hours Removed $ (63,840)
260 Remote Implementation Hours Added $ 48,100
144 Project Management Hours Added $ 26,640
Project Change Request (Exhibit 1, Schedule B)
320 Additional Project Management and
Remote Hours Needed $ 59,200
Total Additional Cost of the Third Amendment $ 58,630
Total Tyler Agreement with the Third Amendment $ 1,378,621
ITEM NO. 6.
PAGE 4 OF 2
SUBJECT: Authorize the Fourth Amendment to the Tyler Technologies Contract DATE: February 4, 2024
ENVIRONMENTAL ASSESSMENT:
This is not a project defined under CEQA, and no further action is required.
Attachment:
1. Fourth Amendment to Tyler Technologies Agreement
2. Original Agreement and First, Second, and Third Amendments to Tyler Technologies Agreement
ITEM NO. 6.
1 AMENDMENT
This amendment (“Amendment”) is effective as of the date of signature of the last party to sign as indicated below (“Amendment Effective Date”), by and between Tyler Technologies, Inc. with offices at One Tyler Drive, Yarmouth, Maine 04096 (“Tyler”) and the Town of Los Gatos, California, with offices at 110 E. Main Street, Los Gatos, California 95030 (“Client”).
WHEREAS, Tyler and Client are parties to an agreement dated June 30, 2022 (“Agreement”); WHEREAS, Tyler and Client have previously entered into an amendment to the Agreement dated January 24, 2023, adding certain conversion services to the Agreement; WHEREAS, Tyler and Client further amended the Agreement on September 16. 2024, to revise the scope of services, revise the timeline provided in Exhibit E of the Agreement, and to revise certain fees; and WHEREAS, Tyler and Client desire to amend the terms of the Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual promises hereinafter contained, Tyler and Client agree to incorporate the above Recitals hereto, and agree as follows:
1. Exhibit A of the Agreement is hereby amended to remove the following unused services totaling $75,310.00 from the Agreement:
a. Sixty-two (62) 40/60 Work Split hours ($185/hour), at a contract price of: $11,470; and b. Three hundred four (304) Onsite Implementation hours ($210/hour), at a contract price of: $63,840.
2. Exhibit A of the Agreement is further amended to add the services set forth in Exhibit 1, Schedule A, as further described in the Project Change Request attached hereto as Exhibit 2, and the services set forth in Exhibit 1, Schedule B. The exhibits and schedules are incorporated herein. The added services indicated in Exhibit 1, Schedule A, hereby replace the services removed from the Agreement pursuant to Article 1 of this Amendment, and funds previously allocated to the removed services shall be allocated to those added services.
All services fees are invoiced as performed.
2. Remote implementation hours previously allocated to the implementation of the Business License module (152 hours) are hereby reallocated for use in any other areas of the project as may be required.
ITEM NO. 6.
2 3. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement.
4. Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.
5. The enforceability, invalidity, or illegality of any provision of this Amendment shall not render the other provisions unenforceable, invalid, or illegal.
6. The signatories to this Amendment warrant and represent that each is authorized to execute this Amendment and that their respective signatures serve to legally obligate their respective representatives, agents, successors, and assigns to comply with the provisions of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below.
Tyler Technologies, Inc. Town of Los Gatos, California
By: By:
Name: Name:
Title: Title:
Date: Date:
ITEM NO. 6.
1 Exhibit 1
Exhibit 1
AmendmentInvestment Summary
The following Investment Summary consists of two (2) sales quotations, which detail the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Amendment Effective Date.
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ITEM NO. 6.
Exhibit 1, Schedule A
Exhibit 1, Schedule A
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Exhibit 1, Schedule A
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Exhibit 1, Schedule A
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Exhibit 1, Schedule A
ITEM NO. 6.
Exhibit 1, Schedule B
Exhibit 1, Schedule B
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Exhibit 1, Schedule B
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Exhibit 1, Schedule B
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Exhibit 1, Schedule B
ITEM NO. 6.
Exhibit 2
Exhibit 2
ChangeOrder
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1 Page 55
ITEM NO. 6.
Project Change Request
Client Name: Town of Los Gatos, CA Contract Number: 2021-312326-M4W7L6 Client Project Manager: Sai Kim Requested By (Name): Steve Sharer Tyler Project Manager: Steve Sharer Change Req. Number:
The purpose of this form isto assess the impact of a proposed change to the project. This form is not a legal contract change order or amendment. If the change is approved, a change order or amendment will be drafted and will go through the formal approval process for the client and Tyler to execute the change.
The signatures at the end of this document acknowledge the desire to move forward with a change order or amendment after a full assessment of the impacts of the change.
Phase/Task Original Start
Date
Original Finish
Date
Proposed Start
Date
Proposed Finish
Date
1 Reallocate all Business Licenses hoursto be used for Remote Implementation and Project Management. See breakdown below:
Remote ($185/hr) – Onsite ($210/hr)
40/60 Work Split – 62 hours at $185/hr = $11,470
IMP-ONSITE – 64 hours at $210/hr = $13,440
IMP-REMOTE – 152 hours at $185/hr = $28,120
Total for Business Licenses hours = $53,030/185 = 286 hours Reallocate FIN-HCM-ET Onsite hoursto be used for Remote Implementation and Project Management. See breakdown below:
IMP ONSITE – FIN – move 154 hours
IMP ONSITE – HCM – move 70 hours
IMP ONSITE – ET – move 16 hours
Total onsite hours moving = 240
240*210 = $50,400/185 = 272 hours
Total of 556 hoursto be split between Remote Implementation hours and Project Management hours – see below 412 Remote Implementation hours
144 Project Management hours
Description of Proposed Change
None
Impact on Project Scope
Impact on Project Schedule
ITEM NO. 6.
Impact on Project Budget
Budget Impact
None – All changes being made are using hoursin the original contract.
Milestones Impact
NA
HoursImpact
Phase Name Training/Impl Conversion Forms Development Testing FIN and HCM
Dollars Impact
Phase Name Training/Impl Conversion Forms Development Testing FIN and HCM
Client Project Manager: Date:
Signature Required
2/5/2025
Tyler Project Manager: Date:
Signature Required
Sponsorship Acceptance
NOTE: No changes may be made to this project without the agreement of the Client Project Sponsor and/or Steering Committee. Submit endorsed Change Request to the Tyler Technologies Project Manager.
Date Title Approved By Signature
2 Client Project Manager Comments
Allows for additional Remote Implementation and Project Management hours Impact on Resources
Business Licenses was cancelled. Moving those hours to make available for general remote implementation and project management use.
Client has run out of remote implementation hours and needs to transfer some onsite hours to remote.
Tyler Project Manager Comments
ITEM NO. 6.
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 2
ITEM NO. 6.
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,
ITEM NO. 6.
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
ITEM NO. 6.
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
ITEM NO. 6.
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.
ITEM NO. 6.
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
ITEM NO. 6.
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
ITEM NO. 6.
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.
ITEM NO. 6.
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
ITEM NO. 6.
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.
ITEM NO. 6.
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.
ITEM NO. 6.
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.
ITEM NO. 6.
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
ITEM NO. 6.
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: ______________________________
ITEM NO. 6.
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.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
ITEM NO. 6.
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
ITEM NO. 6.
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
ITEM NO. 6.
2021-312326-M4W7L6 CONFIDENTIAL Page 3
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
ITEM NO. 6.
2021-312326-M4W7L6 CONFIDENTIAL Page 4
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
ITEM NO. 6.
2021-312326-M4W7L6 CONFIDENTIAL Page 5
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
ITEM NO. 6.
2021-312326-M4W7L6 CONFIDENTIAL Page 6
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
ITEM NO. 6.
2021-312326-M4W7L6 CONFIDENTIAL Page 7
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
ITEM NO. 6.
2021-312326-M4W7L6 CONFIDENTIAL Page 8
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
ITEM NO. 6.
2021-312326-M4W7L6 CONFIDENTIAL Page 9
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
ITEM NO. 6.
2021-312326-M4W7L6 CONFIDENTIAL Page 10
Exhibit A
ITEM NO. 6.
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
ITEM NO. 6.
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.
ITEM NO. 6.
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
ITEM NO. 6.
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].
ITEM NO. 6.
Exhibit B
Schedule 1
1 Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations & Tickets
The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee’s total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee’s total trip duration, the connecting flight should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required.
Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have many restrictions that outweigh the cost-savings.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags
Baggage fees for sports equipment are not reimbursable.
ITEM NO. 6.
Exhibit B
Schedule 1
2 2. Ground Transportation
A. Private Automobile
Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations.
Employees who have been designated a home office should calculate miles from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented.
3. Lodging
Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates.
“No shows” or cancellation fees are not reimbursable if the employee does not comply with the hotel’s cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.
ITEM NO. 6.
Exhibit B
Schedule 1
3 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration.
Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below.
Departure Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon
Return Day
Dinner
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows:
Breakfast 15%
Lunch 25%
Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
ITEM NO. 6.
Exhibit B
Schedule 1
4 5. Internet Access – Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable.
6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the “lowest practical coach fare” with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed.
When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable.
The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.
Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.
ITEM NO. 6.
Exhibit C
1 Exhibit C
Service Level Agreement
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. This SLA does not apply to any Third Party SaaS Services. All other support services are documented in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement.
Actual Attainment: The percentage of time the Tyler Software is available during a calendar quarter, calculated as follows: (Service Availability – Downtime) ÷ Service Availability.
Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third-party providers over whom we exercise no control.
Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present.
Emergency Maintenance: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client.
Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window.
Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week.
III. Service Availability
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number. b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Planned
ITEM NO. 6.
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.
ITEM NO. 6.
Exhibit C
Schedule 1
1 Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website.
A built-in Answer Panel provides users with resolutions to most “how-to” and configurationbased questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case.
(2) Email – for less urgent situations, users may submit emails directly to the software support group.
(3) Telephone – for urgent or complex questions, users receive toll-free, telephone software support.
* Channel availability may be limited for certain applications.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support experience:
(1) Tyler Website – www.tylertech.com – for accessing client tools, documentation, and other information including support contact information.
(2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7.
(3) Tyler Community –provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (4) Tyler University – online training courses on Tyler products.
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday – Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Tyler’s holiday schedule is outlined below. There will be no support coverage on these days.
New Year’s Day Labor Day
Martin Luther King, Jr. Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of
ITEM NO. 6.
Exhibit C
Schedule 1
2 such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below.
We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment.
Incident Handling
Incident Tracking
Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler’s Customer Portal or by calling software support directly.
Incident Priority
Each incident is assigned a priority level, which corresponds to the Client’s needs. Tyler and the Client will reasonably set the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain “characteristics” may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the Client towards clearly understanding and communicating the importance of the issue and to describe generally expected response and resolution targets in the production environment only.
References to a “confirmed support incident” mean that Tyler and the Client have successfully validated the reported Defect/support incident.
Priority
Level Characteristics of Support Incident Resolution Targets* 1 Critical
Support incident that causes (a)
complete application failure or
application unavailability; (b)
application failure or unavailability in
one or more of the client’s remote
location; or (c) systemic loss of
multiple essential system functions.
Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within one (1) business
day. For non-hosted customers, Tyler’s responsibility
for lost or corrupted data is limited to assisting the
Client in restoring its last available database.
ITEM NO. 6.
Exhibit C
Schedule 1
3 Priority
Level Characteristics of Support Incident Resolution Targets* 2 High
Support incident that causes (a)
repeated, consistent failure of
essential functionality affecting more
than one user or (b) loss or corruption
of data.
Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within ten (10) business
days. For non-hosted customers, Tyler’s
responsibility for loss or corrupted data is limited to assisting the Client in restoring its last available
database.
3 Medium
Priority Level 1 incident with an
existing circumvention procedure, or
a Priority Level 2 incident that affects
only one user or for which there is an
existing circumvention procedure.
Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents without the need for a
circumvention procedure with the next published
maintenance update or service pack, which shall
occur at least quarterly. For non-hosted customers,
Tyler’s responsibility for lost or corrupted data is
limited to assisting the Client in restoring its last
available database.
4 Noncritical
Support incident that causes failure of
non-essential functionality or a
cosmetic or other issue that does not
qualify as any other Priority Level.
Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents, as well as cosmetic
issues, with a future version release.
*Response and Resolution Targets may differ by product or business need Incident Escalation
If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect.
Remote Support Tool
Some support calls may require further analysis of the Client’s database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Tyler’s support team must have the ability to quickly connect to the Client’s system and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request.
ITEM NO. 6.
Exhibit D
1 Exhibit D
Third Party Terms
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ITEM NO. 6.
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
ITEM NO. 6.
Exhibit D
Schedule 2
1 Exhibit D
Schedule 2
DocOrigin Terms
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ITEM NO. 6.
Exhibit D
Schedule 2
2 Page 99
ITEM NO. 6.
Exhibit D
Schedule 2
3 Page 100
ITEM NO. 6.
Exhibit D
Schedule 2
4 Page 101
ITEM NO. 6.
Exhibit D
Schedule 2
5 Page 102
ITEM NO. 6.
Exhibit D
Schedule 2
6 Page 103
ITEM NO. 6.
Exhibit E
1 Exhibit E
Statement of Work
Statement of Work to be inserted prior to Agreement execution.
ITEM NO. 6.
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
ITEM NO. 6.
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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
ITEM NO. 6.
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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
ITEM NO. 6.
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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
ITEM NO. 6.
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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
ITEM NO. 6.
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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
ITEM NO. 6.
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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
ITEM NO. 6.
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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
ITEM NO. 6.
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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
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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
ITEM NO. 6.
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
ITEM NO. 6.
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
ITEM NO. 6.
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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
ITEM NO. 6.
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
ITEM NO. 6.
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
ITEM NO. 6.
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
ITEM NO. 6.
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
ITEM NO. 6.
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
ITEM NO. 6.
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
ITEM NO. 6.
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
ITEM NO. 6.
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
ITEM NO. 6.
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
ITEM NO. 6.
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
ITEM NO. 6.
Tow of Los Gatos
Tyler Technologies, Inc. Page | 26
STAGE 3 Process Refinement
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 Conduct process
training A R I C I C
Confirm process
decisions I C A R C I C
Test configuration I C A R C
Refine
configuration (Los
Gatos Responsible)
I C A R C
Refine
configuration (Tyler
Responsible)
A R I I I
Validate interface
process and results I C C A R C C
Update Los Gatosspecific process
documentation (if
applicable)
I C A R C
Updates to
Solution Validation
testing plan
C C A R C C
Inputs Initial Configuration
Documentation that describes future state decisions and configuration options to support future state decisions.
Solution validation test plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated solution validation test plan
Completed Los Gatos-specific process
documentation (completed by Los Gatos)
Work package assumptions:
None
Exhibit E
ITEM NO. 6.
Tow of Los Gatos
Tyler Technologies, Inc. Page | 27
Conversion Delivery
The purpose of this task is to transition the Los Gatos’s data from their source (“legacy”) system(s) to the Tyler system(s). The data will need to be mapped from the legacy system into the new Tyler system format. A well-executed data conversion is key to a successful cutover to the new system(s).
With guidance from Tyler, the Los Gatos will review specific data elements within the system and identify / report discrepancies. Iteratively, Tyler will collaborate with the Los Gatos to address conversion discrepancies.
This process will allow for clean, reconciled data to transfer from the source system(s) to the Tyler system(s).
Reference Conversion Appendix for additional detail.
Objectives:
Data is ready for production (Conversion).
STAGE 3 Data Delivery & Conversion
Tyler 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 data
crosswalks/code
mapping tool
A C R I I I
Exhibit E
ITEM NO. 6.
Tow of Los Gatos
Tyler Technologies, Inc. Page | 28
Populate data
crosswalks/code
mapping tool
I C C A R C
Iterations:
Conversion
Development
A C R I I
Iterations:
Deliver
converted data
A R I I I
Iterations:
Proof/Review
data and
reconcile to
source system
C C C A R C C
Inputs
Data Conversion Plan
Configuration
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Code Mapping Complete / Validated N/A
Conversion Iterations / Reviews Complete Conversion complete, verified, and ready for final pass
Work package assumptions:
The Los Gatos will provide a single file layout per source system as identified in the investment summary.
The Los Gatos subject matter experts and resources most familiar with the current data will be involved in the data conversion effort.
The Los Gatos project team will be responsible for completing the code mapping activity, with assistance from Tyler.
Intentionally left blank.
Intentionally left blank.
Control Point 3: Prepare Solution Stage Acceptance
Acceptance criteria for this Stage includes all criteria listed below in each Work Package.
Note: Advancement to the Production Readiness Stage is dependent upon Tyler’s receipt of the Stage Acceptance.
Prepare Solution Stage Deliverables:
Licensed software is installed.
Installation checklist/system document.
Conversion iterations and reviews complete.
Exhibit E
ITEM NO. 6.
Tow of Los Gatos
Tyler Technologies, Inc. Page | 29
Prepare Solution Stage Acceptance Criteria:
All stage deliverables accepted based on criteria previously defined. Software is configured.
Solution validation test plan has been reviewed and updated if needed.
Production Readiness
Activities in the Production Readiness stage will prepare the Los Gatos team for go-live through solution validation, the development of a detailed go-live plan and end user training. A readiness assessment will be conducted with the Los Gatos to review the status of the project and the organizations readiness for go-live.
Solution Validation
Solution Validation is the end-to-end software testing activity to ensure that the Los Gatos verifies all aspects of the Project (hardware, configuration, business processes, etc.) are functioning properly, and validates that all features and functions per the contract have been deployed for system use.
Objectives:
Validate that the solution performs as indicated in the solution validation plan. Ensure the Los Gatos organization is ready to move forward with go-live and training (if applicable).
STAGE 4 Solution Validation
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 Update Solution
Validation plan A R C C C C
Update test scripts (as
applicable) C C C A R C
Perform testing C C C A R C
Document issues from
testing C C C A R C
Perform required followup on issues A R C C C C
Inputs Solution Validation plan
Completed work product from prior stages (configuration, business process, etc.) Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Exhibit E
ITEM NO. 6.
Tow of Los Gatos
Tyler Technologies, Inc. Page | 30
Solution Validation Report Los Gatos updates report with testing results Work package assumptions:
Designated testing environment has been established.
Testing includes current phase activities or deliverables only.
Go-Live Readiness
Tyler and the Los Gatos will ensure that all requirements defined in Project planning have been completed and the Go-Live event can occur, as planned. A go-live readiness assessment will be completed identifying risks or actions items to be addressed to ensure the Los Gatos has considered its ability to successfully GoLive. Issues and concerns will be discussed, and mitigation options documented. Tyler and the Los Gatos will jointly agree to move forward with transition to production. Expectations for final preparation and critical dates for the weeks leading into and during the Go-Live week will be planned in detail and communicated to Project teams.
Objectives:
Action plan for go-live established.
Assess go-live readiness.
Stakeholders informed of go-live activities.
STAGE 4 Go-Live Readiness
Tyler 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 Perform Readiness
Assessment I A R C C I C I I I I I I
Conduct Go-Live planning
session A R C C C C C C C
Order peripheral
hardware (if applicable) I A R C
Confirm procedures for
Go-Live issue reporting &
resolution
A R I I I I C C I I I I I
Develop Go-Live checklist A R C C C C I C C
Final system
infrastructure review
(where applicable)
A R C C
Inputs Future state decisions
Exhibit E
ITEM NO. 6.
Tow of Los Gatos
Tyler Technologies, Inc. Page | 31
Go-live checklist
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated go-live checklist Updated Action plan and Checklist for go-live delivered to the Los Gatos
Work package assumptions:
None
End User Training
End User Training is a critical part of any successful software implementation. Using a training plan previously reviewed and approved, the Project team will organize and initiate the training activities.
Train the Trainer: Tyler provides one occurrence of each scheduled training or implementation topic. Los Gatos users who attended the Tyler sessions may train additional users. Additional Tyler led sessions may be contracted at the applicable rates for training.
Tyler will provide standard application documentation for the general use of the software. It is not Tyler’s responsibility to develop Los Gatos specific business process documentation. Los Gatos-led training labs using Los Gatos specific business process documentation if created by the Los Gatos can be added to the regular training curriculum, enhancing the training experiences of the end users.
Objectives:
End users are trained on how to use the software prior to go-live. The Los Gatos is prepared for on-going training and support of the application.
STAGE 4 End User Training
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 Update training plan A R C C I C
End User training (Tylerled) A R C C C I C C C
Train-the-trainer A R C C C I C
End User training (Los
Gatos-led) C C A R I C C C
Inputs Training Plan
List of End Users and their Roles / Job Duties
Configured Tyler System
Exhibit E
ITEM NO. 6.
Tow of Los Gatos
Tyler Technologies, Inc. Page | 32
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
End User Training Los Gatos signoff that training was delivered Work package assumptions:
The Los Gatos project team will work with Tyler to jointly develop a training curriculum that identifies the size, makeup, and subject-area of each of the training classes. Tyler will work with the Los Gatos as much as possible to provide end-user training in a manner that minimizes the impact to the daily operations of Los Gatos departments. The Los Gatos will be responsible for training new users after go-live (exception—previously planned or regular training offerings by Tyler).
Control Point 4: Production Readiness Stage Acceptance
Acceptance criteria for this stage includes all criteria listed below. Advancement to the Production stage is dependent upon Tyler’s receipt of the stage acceptance.
Production Readiness stage deliverables:
Solution Validation Report.
Update go-live action plan and checklist.
End user training.
Production Readiness stage acceptance criteria:
All stage deliverables accepted based on criteria previously defined. Go-Live planning session conducted.
Production
Following end user training the production system will be fully enabled and made ready for daily operational use as of the scheduled date. Tyler and the Los Gatos will follow the comprehensive action plan laid out during Go-Live Readiness to support go-live activities and minimize risk to the Project during go-live.
Following go-live, Tyler will work with the Los Gatos to verify that implementation work is concluded, post golive activities are scheduled, and the transition to Client Services is complete for long-term operations and maintenance of the Tyler software.
Go-Live
Following the action plan for Go-Live, defined in the Production Readiness stage, the Los Gatos and Tyler will complete work assigned to prepare for Go-Live.
The Los Gatos provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final conversion iteration, if applicable. If defined in the action plan, the Los Gatos manually enters any data added to the Legacy System after final data extract into the Tyler system.
Tyler staff collaborates with the Los Gatos during Go-Live activities. The Los Gatos transitions to Tyler software for day-to day business processing.
Exhibit E
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Some training topics are better addressed following Go-Live when additional data is available in the system or based on timing of applicable business processes and will be scheduled following Go-Live per the Project Schedule.
Objectives:
Execute day to day processing in Tyler software.
Los Gatos data available in Production environment.
STAGE 5 Go-Live
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 final source data
extract, if applicable C C A R
Final source data pushed
into production
environment, if
applicable
A C R I C C C
Proof final converted
data, if applicable C C C A R C
Complete Go-Live
activities as defined in
the Go-Live action plan
C C C A R C I C
Provide Go-Live
assistance A R C C I C C I C I C
Inputs Comprehensive Action Plan for Go-Live
Final source data (if applicable)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data is available in production environment Los Gatos confirms data is available in production environment
Work package assumptions:
The Los Gatos will complete activities documented in the action plan for Go-Live as scheduled. External stakeholders will be available to assist in supporting the interfaces associated with the GoLive live process. The Los Gatos business processes required for Go-Live are fully documented and tested.
Exhibit E
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The Los Gatos Project team and subject matter experts are the primary point of contact for the end users when reporting issues during Go-Live.
The Los Gatos Project Team and Power User’s provide business process context to the end users during Go-Live.
The Tyler Go-Live support team is available to consult with the Los Gatos teams as necessary. The Tyler Go-Live support team provides standard functionality responses, which may not be tailored to the local business processes.
Transition to Client Services
This work package signals the conclusion of implementation activities for the Phase or Project with the exception of agreed-upon post Go-Live activities. The Tyler project manager(s) schedules a formal transition of the Los Gatos onto the Tyler Client Services team, who provides the Los Gatos with assistance following Go-Live, officially transitioning the Los Gatos to operations and maintenance.
Objectives:
Ensure no critical issues remain for the project teams to resolve. Confirm proper knowledge transfer to the Los Gatos teams for key processes and subject areas.
STAGE 5 Transition to Client Services
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 Transfer Los Gatos to
Client Services and
review issue reporting
and resolution processes
I I A I I R I I C C C
Review long term
maintenance and
continuous
improvement
A R C C C
Inputs Open item/issues List
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Client Services Support Document
Work package assumptions:
No material project issues remain without assignment and plan.
Exhibit E
ITEM NO. 6.
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Tyler Technologies, Inc. Page | 35
Post Go-Live Activities
Some implementation activities are provided post-production due to the timing of business processes, the requirement of actual production data to complete the activities, or the requirement of the system being used in a live production state.
Objectives:
Schedule activities that are planned for after Go-Live. Ensure issues have been resolved or are planned for resolution before phase or project close.
STAGE 5 Post Go-Live Activities
Tyler 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 Schedule contracted
activities that are
planned for delivery
after go-live
A R C C C C I C C I C C
Determine resolution
plan in preparation for
phase or project close
out
A R C C C I C C I C
Inputs List of post Go-Live activities
Outputs /
Deliverables
Acceptance Criteria [only] for
Deliverables
Updated issues log
Work package assumptions:
System is being used in a live production state.
Control Point 5: Production Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below:
Advancement to the Close stage is not dependent upon Tyler’s receipt of this Stage Acceptance. Converted data is available in production environment.
Production Stage Acceptance Criteria:
Exhibit E
ITEM NO. 6.
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All stage deliverables accepted based on criteria previously defined. Go-Live activities defined in the Go-Live action plan completed. Client services support document is provided.
Close
The Close stage signifies full implementation of all products purchased and encompassed in the Phase or Project. The Los Gatos transitions to the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Client Services).
Phase Closeout
This work package represents Phase completion and signals the conclusion of implementation activities for the Phase. The Tyler Client Services team will assume ongoing support of the Los Gatos for systems implemented in the Phase.
Objectives:
Agreement from Tyler and the Los Gatos teams that activities within this phase are complete.
STAGE 6 Phase Close Out
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 Reconcile project budget
and status of contract
Deliverables
I A R I I C
Hold post phase review
meeting A R C C C C C C C C C
Release phasedependent Tyler project
resources
A R I I
Participants Tyler Los Gatos
Project Leadership Project Manager
Project Manager Project Sponsor(s)
Implementation Consultants Functional Leads, Power Users, Technical Leads
Technical Consultants (Conversion, Deployment,
Development)
Client Services
Exhibit E
ITEM NO. 6.
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Tyler Technologies, Inc. Page | 37
Inputs Contract
Statement of Work
Project artifacts
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Final action plan (for outstanding items)
Reconciliation Report
Post Phase Review
Work package assumptions:
Tyler deliverables for the phase have been completed.
Project Closeout
Completion of this work package signifies final acceptance and formal closing of the Project.
At this time the Los Gatos may choose to begin working with Client Services to look at continuous improvement Projects, building on the completed solution.
Objectives:
Confirm no critical issues remain for the project teams to resolve. Determine proper knowledge transfer to the Los Gatos teams for key processes and subject areas has occurred.
Verify all deliverables included in the Agreement are delivered.
STAGE 6 Project Close Out
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 Conduct post project
review A R C C C C C C C C C
Deliver post project
report to Los Gatos and
Tyler leadership
I A R I I C
Release Tyler project
resources
A R I I
Inputs Contract
Statement of Work
Exhibit E
ITEM NO. 6.
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Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Post Project Report Los Gatos acceptance; Completed report indicating all project Deliverables and
milestones have been completed
Work package assumptions:
All project implementation activities have been completed and approved. No critical project issues remain that have not been documented and assigned. Final project budget has been reconciled and invoiced. All Tyler deliverables have been completed.
Control Point 6: Close Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.
Close Stage Deliverables:
Post Project Report.
Close Stage Acceptance Criteria:
Completed report indicating all Project deliverables and milestones have been completed.
General Assumptions
Tyler and the Los Gatos will use this SOW as a guide for managing the implementation of the Tyler Project as provided and described in the Agreement. There are a few assumptions which, when acknowledged and adhered to, will support a successful implementation. Assumptions related to specific work packages are documented throughout the SOW. Included here are general assumptions which should be considered throughout the overall implementation process.
Project
Project activities will begin after the Agreement has been fully executed. The Los Gatos Project Team will complete their necessary assignments in a mutually agreed upon timeframe to meet the scheduled go-live date, as outlined in the Project Schedule. Sessions will be scheduled and conducted at a mutually agreeable time. Additional services, software modules and modifications not described in the SOW or Agreement will be considered a change to this Project and will require a Change Request Form as previously referenced in the definition of the Change Control Process. Tyler will provide a written agenda and notice of any prerequisites to the Los Gatos project manager(s) ten (10) business days or as otherwise mutually agreed upon time frame prior to any scheduled on-site or remote sessions, as applicable.
Tyler will provide guidance for configuration and processing options available within the Tyler software. If multiple options are presented by Tyler, the Los Gatos is responsible for making decisions based on the options available.
Exhibit E
ITEM NO. 6.
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Tyler Technologies, Inc. Page | 39
Implementation of new software may require changes to existing processes, both business and technical, requiring the Los Gatos to make process changes. The Los Gatos is responsible for defining, documenting, and implementing their policies that result from any business process changes.
Organizational Change Management
Unless otherwise contracted by Tyler, Los Gatos is responsible for managing Organizational Change. Impacted Los Gatos resources will need consistent coaching and reassurance from their leadership team to embrace and accept the changes being imposed by the move to new software. An important part of change is ensuring that impacted Los Gatos resources understand the value of the change, and why they are being asked to change.
Resources and Scheduling
Los Gatos resources will participate in scheduled activities as assigned in the Project Schedule. The Los Gatos team will complete prerequisites prior to applicable scheduled activities. Failure to do so may affect the schedule.
Tyler and the Los Gatos will provide resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget. Abbreviated timelines and overlapped Phases require sufficient resources to complete all required work as scheduled.
Changes to the Project Schedule, availability of resources or changes in Scope will be requested through a Change Request. Impacts to the triple constraints (scope, budget, and schedule) will be assessed and documented as part of the change control process. The Los Gatos will ensure assigned resources will follow the change control process and possess the required business knowledge to complete their assigned tasks successfully. Should there be a change in resources, the replacement resource should have a comparable level of availability, change control process buy-in, and knowledge.
The Los Gatos makes timely Project related decisions to achieve scheduled due dates on tasks and prepare for subsequent training sessions. Failure to do so may affect the schedule, as each analysis and implementation session is dependent on the decisions made in prior sessions. The Los Gatos will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule.
The Los Gatos will provide adequate meeting space or facilities, including appropriate system connectivity, to the project teams including Tyler team members. For on-site visits, Tyler will identify a travel schedule that balances the needs of the project and the employee.
Data
Data will be converted as provided and Tyler will not create data that does not exist. The Los Gatos is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data.
Tyler will work closely with the Los Gatos representatives to identify business rules before writing the conversion. The Los Gatos must confirm that all known data mapping from source to target have been identified and documented before Tyler writes the conversion. All in-scope source data is in data extract(s).
Exhibit E
ITEM NO. 6.
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Tyler Technologies, Inc. Page | 40
Each legacy system data file submitted for conversion includes all associated records in a single approved file layout.
The Los Gatos will provide the legacy system data extract in the same format for each iteration unless changes are mutually agreed upon in advance. If not, negative impacts to the schedule, budget and resource availability may occur and/or data in the new system may be incorrect. The Los Gatos Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler.
The Los Gatos is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.)
Facilities
The Los Gatos will provide dedicated space for Tyler staff to work with Los Gatos resources for both on-site and remote sessions. If Phases overlap, Los Gatos will provide multiple training facilities to allow for independent sessions scheduling without conflict. The Los Gatos will provide staff with a location to practice what they have learned without distraction.
Exhibit E
ITEM NO. 6.
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Glossary
Word or Term Definition
Acceptance Confirming that the output or deliverable is suitable and conforms to the agreed upon criteria.
Accountable The one who ultimately ensures a task or deliverable is completed; the one who ensures the prerequisites of the task are met and who delegates the work to those responsible. [Also see RACI]
Application A computer program designed to perform a group of coordinated functions, tasks, or activities for the benefit of the user.
Application Programming Interface (API) A defined set of tools/methods to pass data to and received data from Tyler software products
Agreement This executed legal contract that defines the products and services to be implemented or performed.
Business Process The practices, policy, procedure, guidelines, or functionality that the client uses to complete a specific job function.
Business Requirements Document A specification document used to describe Client requirements for contracted software modifications.
Change Request A form used as part of the Change Control process whereby changes in the scope of work, timeline, resources, and/or budget are documented and agreed upon by participating parties.
Change Management Guides how we prepare, equip and support individuals to successfully adopt change in order to drive organizational success & outcomes
Code Mapping [where applicable] An activity that occurs during the data conversion process whereby users equate data (field level) values from the old system to the values available in the new system. These may be one to one or many to one. Example: Old System [Field = eye color] [values = BL, Blu, Blue] maps to New Tyler System [Field = Eye Color] [value = Blue].
Consulted Those whose opinions are sought, typically subject matter experts, and with whom there is two-way communication. [Also see RACI]
Control Point This activity occurs at the end of each stage and serves as a formal and intentional opportunity to review stage deliverables and required acceptance criteria for the stage have been met.
Data Mapping [where applicable] The activity determining and documenting where data from the legacy system will be placed in the new system; this typically involves prior data analysis to understand how the data is currently used in the legacy system and how it will be used in the new system.
Deliverable A verifiable document or service produced as part of the Project, as defined in the work packages.
Go-Live The point in time when the Client is using the Tyler software to conduct daily operations in Production.
Informed Those who are kept up-to-date on progress, often only on completion of the task or deliverable, and with whom there is just one-way communication. [Also see RACI]
Exhibit E
ITEM NO. 6.
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Tyler Technologies, Inc. Page | 42
Infrastructure The composite hardware, network resources and services required for the existence, operation, and management of the Tyler software.
Interface A connection to and potential exchange of data with an external system or application. Interfaces may be one way, with data leaving the Tyler system to another system or data entering Tyler from another system, or they may be bi-directional with data both leaving and entering Tyler and another system.
Integration A standard exchange or sharing of common data within the Tyler system or between Tyler applications
Legacy System The software from which a client is converting.
Modification Custom enhancement of Tyler’s existing software to provide features or functions to meet individual client requirements documented within the scope of the Agreement.
On-site Indicates the work location is at one or more of the client’s physical office or work environments.
Organizational Change The process of changing an organization's strategies, processes, procedures, technologies, and culture, as well as the effect of such changes on the organization.
Output A product, result or service generated by a process.
Peripheral devices An auxiliary device that connects to and works with the computer in some way. Some examples: scanner, digital camera, printer.
Phase A portion of the Project in which specific set of related applications are typically implemented. Phases each have an independent start, Go-Live and closure dates but use the same Implementation Plans as other Phases of the Project. Phases may overlap or be sequential and may have different Tyler resources assigned.
Project The delivery of the software and services per the agreement and the Statement of Work. A Project may be broken down into multiple Phases.
RACI A matrix describing the level of participation by various roles in completing tasks or Deliverables for a Project or process.
Individuals or groups are assigned one and only one of the following roles for a given task: Responsible (R), Accountable (A), Consulted (C), or Informed (I).
Remote Indicates the work location is at one or more of Tyler’s physical offices or work environments.
Responsible Those who ensure a task is completed, either by themselves or delegating to another resource. [Also see RACI]
Scope Products and services that are included in the Agreement.
Exhibit E
ITEM NO. 6.
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Tyler Technologies, Inc. Page | 43
Solution The implementation of the contracted software product(s) resulting in the connected system allowing users to meet Project goals and gain anticipated efficiencies.
Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project.
Standard Software functionality that is included in the base software (offthe-shelf) package; is not customized or modified.
Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project-specific activities, services, and Deliverables.
System The collective group of software and hardware that is used by the organization to conduct business.
Test Scripts The steps or sequence of steps that will be used to validate or confirm a piece of functionality, configuration, enhancement, or Use Case Scenario.
Training Plan Document(s) that indicate how and when users of the system will be trained relevant to their role in the implementation or use of the system.
Validation (or to validate) The process of testing and approving that a specific Deliverable, process, program, or product is working as expected.
Work Breakdown Structure (WBS) A hierarchical representation of a Project or Phase broken down into smaller, more manageable components.
Work Package A group of related tasks within a project.
Exhibit E
ITEM NO. 6.
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Tyler Technologies, Inc. Page | 44
Part 4: Appendices
Conversion
Munis Conversion Summary
Accounts Payable Master
Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers Multiple remittance addresses
Year-to-date 1099 amounts
Accounts Payable - Checks
Check header data including vendor, warrant, check number, check date, overall check amount, GL cash account and clearing information
Check detail data including related document and invoice numbers for each check Up to 5 years
Accounts Payable - Invoices
Invoice header data containing general information for the invoice Invoice detail data containing line-specific information for the invoice Up to 5 years
Capital Assets Master
Asset description, status, acquisition quantity, date and amount, codes for asset class, subclass, department, custodian, flags for capitalization and depreciation, estimated life, serial number, model, model year, depreciation method, life-to-date depreciation amount, last depreciation date, disposal information (if any), purchase information, if any (vendor, PO, Invoice) General Billing CID
Customer information
Purchase Orders
Open purchase orders header data including vendor, buyer, date, accounting information, etc. Open purchase orders detail data including line item descriptions, quantities, amounts, etc.
Payroll
Payroll Employee Master data including data such as name, address, SSN, legacy employee ID, date of birth, hire date, activity status (such as active/inactive), leave/termination code and date, phone(s), eaddress, marital status, gender, race, personnel status (such as full-time, part-time, etc.), highest degree, advice-delivery (print/email/both) and check location, plus primary group, job, location, and account information
Exhibit E
ITEM NO. 6.
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Tyler Technologies, Inc. Page | 45
Payroll – Accumulators
YTD, QTD, MTD amounts for employee pay and deductions Needed for mid-calendar-year go-live
May not be needed if converting earnings/deductions history Up to 5 years
Payroll – Check History
Up to 5 years, additional years must be quoted. We convert amounts for earnings and deductions in employee check history, check number and date.
Payroll – Earning/Deduction Hist.
Up to 5 years, additional years must be quoted. Earning and deduction history broken down my individual codes (earnings and deduction) and amounts per pay period, the detail of these lines, sums the check history in opt 4.
Exhibit E