Los Gatos City Council
June 16, 2026

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). You may watch the Council meeting without providing public comment on Comcast cable channel 15 or at www.LosGatosCA.gov/TownYouTube. Members of the public may provide public comments for agenda items in-person or virtually by following the instructions listed at the end of the agenda.

Council Member Rob Rennie will be participating via teleconference pursuant to Government Code Section 54953(b)(3)from a location at 400 Fairview Blvd. #172., Incline Village, NV, 89451.

The teleconference location shall be accessible to the public and the agenda will be posted at the teleconference location 72 hours before the meeting.

To watch and participate via Zoom, please go to:
https://losgatosca-gov.zoom.us/j/86730363468?pwd=pfKQoh92JnbwOYwFvZqIdSSWpjxYoK.1 Enter Passcode: 577971

ROLL CALL

PLEDGE OF ALLEGIANCE

PRESENTATIONS
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 located at the end of this agenda. If an item is removed, the Mayor has the sole discretion to determine when the item will be heard. Each speaker is limited to no more than three (3) minutes or such time as authorized by the Mayor.)

1. Approve the Minutes of the June 2, 2026, Town Council Meeting.

RECOMMENDATION: Approve the Minutes of the June 2, 2026, Town Council Meeting.

TOWN OF LOS GATOS

COUNCIL MEETING AGENDA
JUNE 16, 2026
110 EAST MAIN STREET AND TELECONFERENCE

TOWN COUNCIL CHAMBERS
7:00 PM
Rob Moore, Mayor
Maria Ristow, Vice Mayor
Mary Badame, Council Member
Matthew Hudes, Council Member
Rob Rennie, Council Member

2. Approve the Minutes of the June 8, 2026, Special, Closed Session Town Council Meeting.

RECOMMENDATION: Approve the Minutes of the June 8, 2026, Special Closed Session Town Council Meeting.

3. Authorize the Town Manager to Execute a Fifth Amendment to the Agreement with Tyler Technologies to Add the Accounts Receivable API Toolkit for $5,696 with a Contract Amount Not to Exceed $1,384,317 and to Update the Insurance Language.

RECOMMENDATION: Authorize the Town Manager to execute a Fifth Amendment to the agreement with Tyler Technologies to add the Accounts Receivable API Toolkit for $5,696 with a contract amount not to exceed $1,384,317 and to update insurance language.

4. Authorize the Town Manager to Execute a Five-Year Agreement for Software Services with TruePoint Solutions - DigEplan (LCT Software) DBA GovPath for Electronic Plan Review Services in an Amount Not to Exceed $155,183.28 Over the Life of the Agreement.

RECOMMENDATION: Authorize the Town Manager to execute an Agreement for Software Services TruePoint Solutions - DigEplan (LCT Software) DBA GovPath for electronic plan review services in an amount not to exceed $155,183.28 over the five-year term of the Agreement, with the first year not to exceed $29,229.48.

5. Authorize the Town Manager to Execute a Fourth Amendment to the Contract for Legal Services with the Law Firm of Atchison, Barisone & Condotti to Increase the Contract Amount by $40,000 in an Amount Not to Exceed $340,000 for Services Provided During the Contract Term of December 2022 through June 30, 2026.

RECOMMENDATION: Authorize the Town Manager to execute a fourth amendment to the contract for legal services with the law firm of Atchison, Barisone & Condotti to increase the contract amount by $40,000 from $300,000 to a cumulative contract amount not to exceed $340,000 for the entire contract term beginning in December 2022 and ending June 30, 2026.

6. Authorize the Town Manager or Designee to Enter into a Litigation Legal Services Agreement for FY 2026-27 with Goldfarb and Lipman in an Amount Not to Exceed $200,000.

RECOMMENDATION: Authorize the Town Manager or designee to enter into a Litigation Legal Services Agreement for FY 2026-27 with Goldfarb and Lipman in an amount not to exceed $200,000.

7. Authorize the Town Manager to Execute a Second Amendment to an Agreement with NHA Advisors, LLC for Fiscal Condition Analysis, Fiscal Impact Analysis, and Asset Liability Management Studies to Extend the Contract to December 31, 2026.

RECOMMENDATION: Authorize the Town Manager to execute a second amendment to an agreement with NHA Advisors, LLC for fiscal condition analysis, fiscal impact analysis, and asset liability management studies to extend the contract to December 31, 2026.

8. Adopt a Resolution Approving the Corrected American Federation of State, County and Municipal Employees (AFSCME) 2026-2027 Salary Schedule and Side Letter Agreement.

RECOMMENDATION: Adopt a resolution approving the corrected salary schedule for the American Federation of State, County and Municipal Employees (AFSCME) to reflect the negotiated 4% increase for the 2026-2027 fiscal year, effective July 5, 2026; and approve and authorize the Town Manager to execute a Side Letter of Agreement between the Town of Los Gatos and the American Federation of State, County and Municipal Employees (AFSCME) to correct the 2026-2027 salary schedule.

9. Authorize the Town Manager to Execute a First Amendment to the Agreement for Services with Assure MSP, Inc. to Increase Compensation by $18,898.43 for a Total Agreement Amount of $233,898.43.

RECOMMENDATION: Authorize the Town Manager to execute a First Amendment to the Agreement for Services with Assure MSP, Inc. to add the Police Operations Building intercom improvements and a La Rinconada Park security camera installation, and increase compensation by $18,898.43 for a total agreement amount of $233,898.43.

10. Authorize the Town Manager to Execute an Agreement for Professional Services with Sanbell for Engineering Design, Alternatives Analysis, Surveying, Easement Preparation, and Bid-Phase Support for the 709 University Avenue Drainage System Replacement Project in the amount of $98,895.

RECOMMENDATION: Authorize the Town Manager to execute an Agreement for Professional Services with Sanbell for engineering design services alternatives analysis, surveying, easement preparation, and bid-phase support for the 709 University Avenue Drainage System Replacement Project (4628313; CIP No. 8160423) in the amount of $98,895.

11. Authorize the Town Manager to Execute an Agreement for Professional Services with Sanbell for Engineering, Environmental, and Permitting Services for the Vasona Oak Storm Drainage Repair Project in the amount of $128,923 RECOMMENDATION: Authorize the Town Manager to execute an Agreement for Professional Services with Sanbell for engineering design, environmental technical studies, CEQA documentation, and multiagency permitting support for the Vasona Oak Storm Drainage Repair Project (4628316; CIP No. 8160418) in an amount of $128,923.

12. Authorize the Town Manager to Execute a Professional Services Agreement with Liebert Cassidy Whitmore (LCW) For a Three-Year Term with a Total Not-To-Exceed Amount of $120,000
RECOMMENDATION: Authorize the Town Manager to execute a Professional Services Agreement with Liebert Cassidy Whitmore (LCW) for a three-year term with a total not to exceed amount of $120,000.

13. .Authorize the Town Manager to Execute a Fourth Amendment to the Agreement for Consultant Services with AMS Electric LLC (dba Prime Electric LLC) for the Library Battery Power Supply Project
RECOMMENDATION: Authorize the Town Manager to execute a Fourth Amendment to the Agreement for Consultant Services with AMS Electric LLC (dba Prime Electric LLC) to extend the term and time of performance through September 30, 2026, for the Library Battery Power Supply Project (4118721, 4218721; CIP 821-2505).

14. Receive the Monthly Financial and Investment Report for April 2026.

RECOMMENDATION: Receive the Monthly Financial and Investment Reports for April 2026.

15. Authorize the Town Manager to Execute a Construction Agreement with California Roofing Co. Inc., in an Amount Not to Exceed $182,440 for a Roof Replacement at the Adult Recreation Center.

RECOMMENDATION: Authorize the Town Manager to execute a Construction Agreement with California Roofing Co. Inc., in an amount not to exceed $182,440 for a Roof Replacement at the Adult Recreation Center.

16. Adopt a Resolution Accepting the FY2022-23 Safe Streets and Roads for All Grant Agreement and Authorize the Town Manager to Execute the Agreement in the Amount of $640,000.

RECOMMENDATION: Staff recommends that the Town Council:
a. adopt a resolution accepting the FY22-23 Safe Streets and Roads for All (SS4A) grant agreement; and
b. authorize the Town Manager to execute the agreement in the amount of $640,000.

17. Authorize the Town Manager to Execute a Second Amendment to the Agreement for Pre-Employment Background Services with Secure Solutions, Extending Their Agreement to June 30, 2028, and Increasing the Not-to-Exceed Amount to $150,000.

RECOMMENDATION: Authorize the Town Manager to execute a second amendment to the agreement for pre-employment background services with Secure Solutions, extending the agreement to June 30, 2028, and increasing the not-to-exceed amount to $150,000.

18. Approve the Accounts Payable Check Registers and Payroll Report.

RECOMMENDATION: Approve the Accounts Payable Check Registers for May 29 and June 1 and Payroll Report for May 29.

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. Town resources may not be used to facilitate audio or visual presentations. 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 (Presentations during the Public Hearings portion of the agenda by appellants and applicants, including any expert or consultant assisting with the presentation, shall be limited to a total of no more than five (5) minutes for all speakers. Appellants and applicants shall be provided no more than three (3) minutes to rebut at the end of the public hearing. Visual presentations that require the use of staff resources shall be limited to appellants and applicants.

Members of the public testifying at public hearings shall be limited to no more than three (3)

minutes, or such time as authorized by the Mayor.)

19. Continue Consideration of an Appeal of the Planning Commission Decision to Approve a Request for Modification of an Existing Conditional Use Permit for Expanded Hours of Operation in an Institution for Religious Observance (West Valley Muslim Association) on Property Zoned R-1:8. Located at 16769 Farley Road. APN 424-21-062. Conditional Use Permit Application U-24-010. Categorically Exempt Pursuant to CEQA Guidelines Section 15301: Existing Facilities. Property Owner: West Valley Muslim Association, Osmar Ghafoor, President. Applicant: Razi Mohiuddin. Project Planner: Jocelyn Shoopman.

RECOMMENDATION: Continue this appeal hearing to a date certain of August 18, 2026.

20. Conduct a Brush Abatement Program Public Hearing to Consider Objections to the Proposed Removal of Brush on Parcels Listed on the 2026 Wildland Urban Interface (WUI) Area Non-Compliant Parcel List and Order Abatement.

RECOMMENDATION: Conduct a Brush Abatement Program Public Hearing to Consider Objections to the Proposed Removal of Brush on Parcels Listed on the 2026 Wildland Urban Interface (WUI) Area Non-Compliant Parcel List and Order Abatement.

21. Conduct a Public Hearing to Hear Protests and Adopt Resolutions Confirming the Diagrams and Assessments and Levying and Authorizing the Collection of Assessments for Landscape and Lighting Assessment Districts No. 1 and 2 for Fiscal Year 2026-27 RECOMMENDATION: Conduct a public hearing to hear protests and take the following actions for Landscape and Lighting Assessment Districts No. 1 and No. 2 for Fiscal Year 2026-27:
a. Adopt resolutions confirming the diagrams and assessments and levying and authorizing the collection of assessments for Landscape and Lighting Assessment District No. 1 (Blackwell Drive Benefit Zone, Kennedy Meadows Benefit Zone, Santa Rosa Heights Benefit Zone, Vasona Heights Benefit Zone, and Hillbrook Drive Benefit Zone). b. Adopt resolutions confirming the diagram and assessments and levying and authorizing the collection of assessments for Landscape and Lighting Assessment District No. 2 (Gemini Court Benefit Zone).

22. Adopt a Resolution Approving the Proposed Fee Schedule for the Adopt-a-Bench Program for Fiscal Year 2026-27.

RECOMMENDATION: Adopt a resolution establishing a fee for the Adopt-a-Bench Program in the amount of $9,865.00 for the initial 10-year term and $5,911.00 for each subsequent 10-year renewal term, or in such other amounts as determined by the Town Council.

OTHER BUSINESS (Each speaker is limited to no more than three (3) minutes or such time as authorized by the Mayor.)

23. Approve the Annual Agreement for Services with the Los Gatos Chamber of Commerce to Manage the Town’s Destination Marketing Services, Visit Los Gatos, and the Town’s Visitors Information Center, for a Total Amount of $88,000.

RECOMMENDATION: Approve the Annual Agreement for Services with the Los Gatos Chamber of Commerce to manage the Town’s Destination Marketing Services, Visit Los Gatos, and the Town’s Visitors Information Center, for a total amount of $88,000.

24. Adopt a Resolution to Sell the 4 Tait Avenue Property (APN: 510-44-054); Approve and Authorize the Town Manager to Sign the Historic Covenant; and Authorize the Town Manager to Negotiate and Execute All Other Required Documents for the Sale, Including a Sale Agreement Accepting an Offer of $3,800,000 for the Property in Substantially the Form Presented
RECOMMENDATION: Adopt a resolution to sell the 4 Tait Avenue Property (APN: 510-44- 054); approve and authorize the Town Manager to sign the Historic Covenant; and authorize the Town Manager to negotiate and execute all required documents for the sale, including a Sale Agreement accepting an offer of $3,800,000 for the property in substantially the form presented.

25. Approve a Remote Public Access Disruption Policy and an Amendment to Agenda Format and Rules Policy 2-01; and Adopt a Resolution Determining What Constitutes Reasonable Efforts to Encourage Public Participation in Meetings RECOMMENDATION: Approve a Remote Public Access Disruption Policy; approve an amendment to the Agenda Format and Rules Policy 2-01; and adopt a resolution establishing what constitutes reasonable efforts to encourage public participation in meetings.

COUNCIL MATTERS (Members of the public who wish to speak on matters listed under Council Matters may do so under Verbal Communications.)

MANAGER MATTERS

ATTORNEY MATTERS AND 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 require special assistance to participate in this meeting, please contact the Clerk’s Office at (408) 354-6834.

Please notify the Clerk’s Office at least two (2) business days prior to the meeting so that reasonable arrangements can be made to ensure accessibility in compliance with 28 CFR §35.102-

35.104 and related provisions.

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 the Town’s website at www.losgatosca.gov. Town Council agendas and related materials can be viewed online at https://losgatos-ca.municodemeetings.com/.

HOW TO PARTICIPATE

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 public is welcome to provide oral comments in real-time during the meeting in three ways:
 Zoom Webinar (Online): To participate from a PC, Mac, iPad, iPhone or Android device.

Please use this URL to join: https://losgatoscagov.zoom.us/j/86730363468?pwd=pfKQoh92JnbwOYwFvZqIdSSWpjxYoK.1 Passcode: 577971. You can also type in 867 3036 3468 in the “Join a Meeting” page on the Zoom website at www.zoom.us and use passcode 577971. When the Mayor announces the item for which you wish to speak, click the “raise hand” feature in Zoom.  Telephone: To participate by phone please dial 1 (408) 961-3927 or 1 (855) 758-1310 for US Toll-free and use Meeting ID: 867 3036 3468. When the Mayor announces the item for which you wish to speak, press *9 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 submit it to the Town Clerk before the meeting or when the Mayor announces the item for which you wish to speak.

NOTES: Comments will be limited to three (3) minutes or less at the Mayor’s discretion. 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).

Deadlines to submit written comments are:
-3:00 p.m. the Thursday before the Council meeting for inclusion in the agenda packet. -3:00 p.m. the Friday and Monday before the Council meeting for inclusion in an addendum. -11:00 a.m. the day of the Council meeting for inclusion in a desk item.

110 E. Main Street Los Gatos, CA 95030 ● 408-354-6832
www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/16/2026
ITEM NO: 1
DRAFT
Minutes of the Town Council Meeting
Tuesday, June 2, 2026
The Town Council of the Town of Los Gatos conducted a regular meeting in person and via teleconference.

MEETING CALLED TO ORDER AT 7:02 P.M.

ROLL CALL

Present: Mayor Rob Moore, Vice Mayor Maria Ristow, Council Member Mary Badame, Council Member Rob Rennie, Council Member Matthew Hudes.

Absent: None.

PLEDGE OF ALLEGIANCE
Knox Silfer led the Pledge of Allegiance. The audience was invited to participate.

PRESENTATIONS
Mayor Moore presented certificates to outgoing Youth Commissioners.

CONSENT ITEMS (TO BE ACTED UPON BY A SINGLE MOTION)

1. Approve the Minutes of the May 19, 2026, Town Council Meeting.

2. Ratify the Town Council Selection Committee’s Recommended Youth Commissioner Appointments.

3. Adopt a Resolution Calling the November 3, 2026, General Municipal Election for Three Town Council Members in the Town of Los Gatos, Requesting Consolidation with the Statewide General Election and Specified Election Services from the Santa Clara County Board of Supervisors, and Adopting Regulations Pertaining to Candidate Filing Fees, Candidate Statements, and Tie Vote Procedures. RESOLUTION 2026-032

4. Adopt a Resolution Approving the Final Map for Tract 10675 - Boulevard Located at 15349-15367 Los Gatos Boulevard, Accepting the Public Easement Dedications, and Authorizing the Town Manager to Execute the Subdivision Improvement Agreement, the Landscape Maintenance Agreement, and the Stormwater Treatment and Detention Measures Operation and Maintenance Agreement in Substantially the Form Presented.

RESOLUTION 2026-033

5. Authorize the Town Manager to Execute a First Amendment to Agreement for On-Call Arborist Services With Dudek, Increasing Compensation by $58,000 for a Total Not-toExceed Amount of $157,000.

6. Authorize the Town Manager to Execute a Five Year Agreement with Accela, Inc. for Accela Civic Platform Subscription Services, Maintenance and Support, and OpenCounter Implementation Services, Including the Public Permitting Portal Migration,

ITEM NO. 1.

PAGE 2 OF 5
SUBJECT: Draft Minutes of the Town Council Meeting of June 2, 2026 DATE: June 16, 2026
in an Amount Not to Exceed $839,305, Subject to Annual Appropriation of Funds.

7. Authorize the Town Manager to Execute Agreements for Building Division Plan Check Review and Other Support Services with 4LEAF, Inc., O’Brien Code Consulting, Inc., and Urban37, Inc.

8. Authorize Revenue and Expenditure Budget Adjustments in the Amount of $1,540 to Recognize Receipt and Expenditure of Pacific Library Partnership Grant Funds.

9. Approve the Accounts Payable and Payroll Reports.

Mayor Moore opened public comment.

The following individuals spoke on the consent items:

1. Member of the Public (Items 1-4)
Mayor Moore closed public comment.
(Video time: 00:14:15)
MOTION: Motion by Council Member Badame to approve consent items one through nine AMENDMENT: with the revised addenda for item four and item seven, and item five. Seconded by Vice Mayor Ristow.

VOTE: Motion passed unanimously.

VERBAL COMMUNICATIONS
Mayor Moore opened public comment.

The following individuals spoke during verbal communications:

1. J.B. Wood

2. Member of the Public

3. Keith Blaine

4. Austin Marshall
Mayor Moore closed public comment.

Mayor Moore called a recess at 7:20 p.m.

Mayor Moore reconvened the meeting at 7:27 p.m.

PUBLIC HEARINGS

10. Adopt a Resolution Approving the Town of Los Gatos Fiscal Year (FY) 2026-27 Operating Budget and FY 2026-27 – 2030-2031 Capital Improvement Program (CIP); Adopt a Resolution Approving Commitment of Fund Balances under GASB 54; and Adopt a Resolution Establishing Gann Appropriation Limit, and Approve FY 2025-26 Budget Adjustments and Reclassifications. RESOLUTIONS 2026-034; 2026-035; 2026-036

ITEM NO. 1.

PAGE 3 OF 5
SUBJECT: Draft Minutes of the Town Council Meeting of June 2, 2026 DATE: June 16, 2026
Kristina Alfaro, Administrative Services Director, gave a presentation.

Council asked questions.

Mayor Moore opened public comment.

The following individual spoke on this item:

1. Jeff Suzuki

2. Sue Ann Lorig

3. Kathy Mattingly

4. Patricia James

5. Nigel Chandler

6. Member of the Public

7. Autumn

8. Kylie Clark

9. Joe Enz

10. Jeremy B

11. Lee Fagot

12. Austin Marshall
Mayor Moore closed public comment.

Council discussed the item.

Mayor Moore called a recess at 8:20 p.m.

Mayor Moore reconvened the meeting at 8:28 p.m.
(Video time: 01:43:42)
MOTION: Motion by Council Member Rennie to increase our grants budget by [$]50,000 with [$]20,000 more for sustaining [grants] and [$]30,000 more for one-time [grants]. AMENDMENTS: that Staff reach out to nonprofits regarding the sustaining grant portion of $20,000 to identify specific requests for specific nonprofits that are currently receiving sustaining grants, in specific dollar amounts and bring that back to the Council for consideration by the end of August, and to modify the resolution to add language allocating $205,000 in the manner specified. Seconded by Vice Mayor Ristow.

VOTE: Motion passed unanimously.
(Video time: 02:03:50)
MOTION: Motion by Council Member Rennie to accept those [recommendations] as read by the Town Manager [Recommendations: adopt the resolution as amended approving the Town’s fiscal year Operating Budget and Capital Improvement

ITEM NO. 1.

PAGE 4 OF 5
SUBJECT: Draft Minutes of the Town Council Meeting of June 2, 2026 DATE: June 16, 2026
Program, including new appropriations, minor corrections, and carry-forward appropriations, as presented in attachment 1; adopt a resolution approving commitments of fund balances under GASB 54, as listed in attachment 2; and approve the FY 2025-26 year-end budget adjustments and reclassifications as listed in attachment 3; and adopt a resolution establishing the fiscal year 2026- 27 Gann Appropriation Limit for the Town of Los Gatos, as listed in attachment 7]. Seconded by Council Member Hudes.

VOTE: Motion passed unanimously.

COUNCIL MATTERS
- Council Member Badame stated she met with a Board Trustee for the West Valley Mission College District, participated in a meeting of the Council Policy Committee; and met with residents.
- Vice Mayor Ristow stated she met with the developer for the Alberto Way and Highway 9 townhomes; attended the Memorial Day event, a Silicon Valley Clean Energy Authority (SVCEA) Finance and Administration Committee meeting; attended a meeting with the Good Old Gals; met with Saratoga and Monte Sereno residents; and attended the Pride Flag raising.
- Council Member Hudes stated he attended a discussion regarding climate resilience districts; participated in a Site Selection Committee meeting of the Los Gatos Thrives Foundation; the Jewish Community Center (JCC) Africa Day event, and the Memorial Day event.
- Council Member Rennie stated he attended the SVCEA Risk Oversight Committee meeting. - Mayor Moore stated he attended the Pride Flag raising; spoke at the Memorial Day event, spoke to Boys Team Charities; participated in a portion of the Pathways Society Recovery Ride, Law Enforcement Torch Run; attended and spoke at the Friends of the Los Gatos Library annual meeting; attended a Mayor’s Roundtable; spoke to the third graders at Louise Van Meter elementary; attended the grand opening of Palmetto Superfoods; and gave the Hillbrook Graduation Speech.

MANAGER MATTERS
Chris Constantin, Town Manager
- Stated he has implemented an administrative directive that restricts authorizing the use of Town facilities or resources with federal authorities without the authorization of the Town Manager in consultation with the Town Attorney, and the Town has not yet received a request.
- Stated the Town continues to improve its fiscal transparency with continue financial analysis, reports, and improved budget monitoring.
- Announced the MyLosGatos311 service request system is live, and the app can be downloaded, or accessed through the Town’s website homepage to report concerns and provide information.

ITEM NO. 1.

PAGE 5 OF 5
SUBJECT: Draft Minutes of the Town Council Meeting of June 2, 2026 DATE: June 16, 2026

ATTORNEY MATTERS AND CLOSED SESSION REPORT
Gabrielle Whelan, Town Attorney
- Stated there were no closed session items to report.

ADJOURNMENT
The meeting adjourned at 9:16 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: 06/16/2026
ITEM NO: 2
DRAFT
Minutes of the Town Council Special Meeting Closed Session Tuesday, June 8, 2026
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 APPROXIMATELY 4:30 P.M.

ROLL CALL

Present: Mayor Rob Moore, Council Member Mary Badame, Council Member Matthew Hudes, and Council Member Rob Rennie (participated remotely under Government Code §5493(b))

Absent: Vice Mayor Maria Ristow

VERBAL COMMUNICATIONS (ONLY ON ITEMS ON THE AGENDA)
No one spoke.

Mayor Moore announced the closed session title as listed on the agenda.

THE TOWN COUNCIL MOVED TO CLOSED SESSION ON THE FOLLOWING ITEMS:

1. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION: (Paragraph (1) of subdivision (d) of Government Code Section 54956.9)
Case Name: Los Gatos LLC et al v. Town of Los Gatos, Case No. 25CV467536 There was no reportable action.

ADJOURNMENT
The meeting adjourned at approximately 5:04 p.m.

Attest: Submitted by:
___________________________ __________________________
Keara Johnson, Deputy Town Clerk Chris Constantin, Town Manager

ITEM NO. 2.

PREPARED BY: Sai Kim
Chief Technology Officer
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Administrative Services Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/16/2026
ITEM NO: 3
DATE: June 16, 2026
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Fifth Amendment to the Agreement with Tyler Technologies to Add the Accounts Receivable API Toolkit for $5,696 with a Contract Amount Not to Exceed $1,384,317 and to Update the Insurance Language
RECOMMENDATION: Authorize the Town Manager to execute a Fifth Amendment to the agreement with Tyler Technologies to add the Accounts Receivable API Toolkit for $5,696 with a contract amount not to exceed $1,384,317 and to update insurance language.

FISCAL IMPACT:

Approval of the fifth amendment will increase the Tyler Technologies agreement by $5,696.

Sufficient funding for this amendment is available in the Fiscal Year 2026-27 Information Technology budget.

STRATEGIC PRIORITY:

This action supports the 2025–2027 Strategic Priority of Prudent Financial Management (Core Goal: Fiscal Stability). Automating permit payment reconciliation between the Accela permitting system and the Tyler ERP reduces manual administrative burden and reconciliation error risk, supporting operational efficiency and financial accuracy.

BACKGROUND:

The Town of Los Gatos entered into an agreement with Tyler Technologies on June 21, 2022, for an Enterprise Resource Planning (ERP) solution and implemented the system on June 1, 2025. 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. A second amendment was executed

ITEM NO. 3.

PAGE 2 OF 3
SUBJECT: Authorize the Town Manager to Execute a Fifth Amendment to the Agreement with Tyler Technologies
DATE: June 16, 2026
on December 6, 2022, to include five years of historical data conversion. A third amendment was executed on September 16, 2024, to add payment processing integration and equipment, adjust fees for modules being added and removed, apply a $5,000 credit from Tyler Technologies for data conversion challenges, and add additional project management hours. A fourth amendment was executed on March 4, 2025, to reallocate originally contracted services and increase compensation by $58,630, bringing the total contract amount to $1,378,621.

DISCUSSION:

As part of the ongoing Tyler ERP implementation, Staff has identified the need to integrate the Town’s Accela permitting system with the Tyler ERP system to enable automated permit payment reconciliation. Currently, permit payments processed through Accela require manual transfers into the Town’s financial ERP system, creating additional administrative burden and increasing the risk of reconciliation errors.

To facilitate this integration, Tyler Technologies has quoted the Accounts Receivable (AR) API Toolkit, which provides the necessary application programming interface (API) connectivity between the Accela permitting platform and the Tyler ERP system. Once in place, the AR API Toolkit will allow permit payment data to flow automatically into the ERP’s accounts receivable module, eliminating manual data entry and enabling real-time reconciliation of permit revenues.

The annual SaaS fee for the Accounts Receivable API Toolkit is $5,696 (Attachment 1). The toolkit includes 8 free hours of API Development Consulting to support the initial integration setup. There are no one-time or implementation fees associated with this addition.

The following table details the original agreement authority and subsequent amendments.

Agreement / Amendment Amount Cumulative Total
Original Agreement (June 21, 2022) $1,261,061 $1,261,061 First Amendment – Insurance language (Aug 17,
2022)
$0 $1,261,061
Second Amendment – Historical data conversion
(Dec 6, 2022)
$33,000 $1,294,061
Third Amendment – Payment processing,
module adjustments, hardware, PM hours (Sep
16, 2024)
$25,930 $1,319,991
Fourth Amendment – Implementation hours
reallocation (Mar 4, 2025)
$58,630 $1,378,621
Fifth Amendment – AR API Toolkit $5,696 $1,384,317

ITEM NO. 3.

PAGE 3 OF 3
SUBJECT: Authorize the Town Manager to Execute a Fifth Amendment to the Agreement with Tyler Technologies
DATE: June 16, 2026
Working with the Town Attorney’s office, staff also identified that an update to insurance language to accept Tyler’s certificate of insurance is required. Executing this fifth amendment will increase the total agreement amount by $5,696 to $1,384,317 and incorporate the required insurance language.

CONCLUSION:

Staff recommends authorizing the Town Manager to execute the Fifth Amendment, adding the Accounts Receivable API Toolkit at an annual SaaS fee of $5,696, bringing the total contract amount to a maximum of $1,384,317and to update insurance language.

COORDINATION:

These amendments were coordinated between the Information Technology Department and the Finance Department.

ENVIRONMENTAL ASSESSMENT:

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

Attachments:

1. Fifth Amendment to Tyler Technologies Agreement

2. Original Agreement and First through Fourth Amendments to Tyler Technologies Agreement

ITEM NO. 3.
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”); 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 as follows:

1. The items set forth in the Amendment Investment Summary attached as Exhibit 1 to this Amendment are hereby added to the Agreement as of the first day of the first month following the Amendment Effective Date and, notwithstanding anything to the contrary in Exhibit 1, ending coterminous with the SaaS Term as defined in the Agreement. Payment of fees and costs for such items shall conform to the following terms:
a. The annual SaaS fees payable under the Agreement shall be increased in the amount of $5,696. The first year’s annual SaaS Fees shall be invoiced on the first day of the first month following the Amendment Effective Date, prorated for the time period commencing on such date and ending concurrently with the Client’s annual SaaS Term under the Agreement. Subsequent SaaS Fees shall be invoiced in accordance with the terms of the Agreement.

2. The following provisions are added to Section G(6) of the Agreement:
“Tyler’s insurance is primary for claims under Tyler’s Commercial General Liability or auto policies that arise out of and relate to this Agreement and are between Tyler and Client.

Tyler’s carrier has issued a blanket endorsement whereby any customer named as additional insured in the contract is afforded such status under the policy. Client acknowledges it will not receive a separate additional insured endorsement specific to Client.”

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.
[SIGNATURE PAGE FOLLOWS]
ATTACHMENT 1

ITEM NO. 3.
2 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. 3.

Exhibit 1
3 Exhibit 1
Amendment Investment Summary
The following Amendment Investment Summary details the additional software, products, and services to be delivered by us to you under the terms of the Agreement. This Amendment Investment Summary is effective as of the Amendment Effective Date, despite any expiration date in this Amendment Investment Summary that may have lapsed as of the Amendment Effective Date.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

ITEM NO. 3.
2026-602430-Q6S7W1 CONFIDENTIAL Page 1
Quoted By: Karen Grosset
Quote Expiration: 09/20/26
Quote Name: Town of Los Gatos - ERP -
Accounts Receivable API
Saas Term 1.00
Sales Quotation For: Shipping Address:

Los Gatos, Ca Town Of Town of Los Gatos
Lobby 110 E Main St Lbby
Los Gatos CA 95030-6943 Los Gatos CA 95030-6945
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Integrations
Accounts Receivable API Toolkit 1 0 $ 5,696.00
TOTAL 0 $ 5,696.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 0.00 $ 0.00
Total SaaS $ 0.00 $ 5,696.00
Total Tyler Services $ 0.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 0.00 $ 5,696.00

ITEM NO. 3.
2026-602430-Q6S7W1 CONFIDENTIAL Page 2
Contract Total $ 5,696.00
Client’s purchase of the items listed above is subject to the Comments below 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
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.
• Fees for services included in this sales quotation shall be invoiced as indicated below. • Implementation and other professional services fees shall be invoiced as delivered. • Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion module, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion module.

ITEM NO. 3.
2026-602430-Q6S7W1 CONFIDENTIAL Page 3
• Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.

Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
• If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. • Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement.
• Expenses associated with onsite services are invoiced as incurred.

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 four (4) 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-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.

ITEM NO. 3.
2026-602430-Q6S7W1 CONFIDENTIAL Page 4
Each API Toolkit or Connector comes with 8 free hours of API Development Consulting hours. Each API Bundle comes with 16 free API Development Consulting hours. Additional hours can be purchased beyond this standard offering.

ITEM NO. 3.
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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.
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. 3.

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. 3.
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. 3.
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. 3.
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. 3.
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. 3.
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. 3.
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. 3.
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. 3.
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. 3.
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. 3.
2021-312326-M4W7L6 CONFIDENTIAL Page 10
Exhibit A

ITEM NO. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

Exhibit D

1 Exhibit D
Third Party Terms

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

ITEM NO. 3.

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. 3.

Exhibit D
Schedule 2

1 Exhibit D
Schedule 2
DocOrigin Terms

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

ITEM NO. 3.

Exhibit D
Schedule 2

2 Page 65
ITEM NO. 3.

Exhibit D
Schedule 2

3 Page 66
ITEM NO. 3.

Exhibit D
Schedule 2

4 Page 67
ITEM NO. 3.

Exhibit D
Schedule 2

5 Page 68
ITEM NO. 3.

Exhibit D
Schedule 2

6 Page 69
ITEM NO. 3.

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

ITEM NO. 3.

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. 3.

Tow of Los Gatos
Tyler Technologies, Inc. Page | i
Table of Contents
PART 1: EXECUTIVE SUMMARY ............................................................................................................... 1 Project Overview ............................................................................................................................. 1 Introduction ........................................................................................................................................ 1 Project Goals ....................................................................................................................................... 1 Methodology ....................................................................................................................................... 1 PART 2: PROJECT FOUNDATION ............................................................................................................. 3 Project Governance ......................................................................................................................... 3 Project Scope Control ...................................................................................................................... 4 Managing Scope and Project Change ................................................................................................. 4 Change Control ................................................................................................................................... 4 Change Request Management ............................................................................................................ 4 Acceptance Process ......................................................................................................................... 6 Roles and Responsibilities ................................................................................................................ 6 Tyler Roles & Responsibilities ............................................................................................................. 6 Tyler Executive Manager ............................................................................................................. 7 Tyler Implementation Manager .................................................................................................. 7 Tyler Project Manager ................................................................................................................. 7 Tyler Implementation Consultant ............................................................................................... 8 Tyler Sales ................................................................................................................................... 8 Tyler Technical Services .............................................................................................................. 8 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

ITEM NO. 3.

Tow of Los Gatos
Tyler Technologies, Inc. Page | ii
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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Tyler Technologies, Inc. Page | iii
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. 3.

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

Project Goals
This Statement of Work (“SOW”) documents the methodology, implementation stages, activities, and roles and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler and the 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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Tow of Los Gatos
Tyler Technologies, Inc. Page | 2
The methodology adapts to both single-phase and multiple-phase projects.

To achieve Project success, it is imperative that both the 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

ITEM NO. 3.

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

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

The chart below illustrates an overall team perspective where Tyler and the 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

ITEM NO. 3.

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

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

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

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

Change Request Management
Should the need for a change to Project scope, schedule, and/or cost be identified during the Project, the change will be brought to the attention of the Steering Committee and an assessment of the change will occur. While such changes may result in additional costs and delays relative to the schedule, some changes may result in less cost to the 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

ITEM NO. 3.

Tow of Los Gatos
Tyler Technologies, Inc. Page | 5
 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. 3.

Tow of Los Gatos
Tyler Technologies, Inc. Page | 6
Acceptance Process
The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success of the Project that each 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. 3.

Tow of Los Gatos
Tyler Technologies, Inc. Page | 7
Tyler Executive Manager
Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process. This team member offers additional support to the Project team and collaborates with other Tyler department managers as needed to escalate and facilitate implementation Project tasks and decisions.  Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying the 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. 3.

Tow of Los Gatos
Tyler Technologies, Inc. Page | 8
 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. 3.

Tow of Los Gatos
Tyler Technologies, Inc. Page | 9
 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. 3.

Tow of Los Gatos
Tyler Technologies, Inc. Page | 10
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. 3.

Tow of Los Gatos
Tyler Technologies, Inc. Page | 11
Resource Management
 Acts as liaison between project team and stakeholders.  Identifies and coordinates all Los Gatos resources across all modules, phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices.
 Provides direction and support to project team.
 Builds partnerships among the various stakeholders, negotiating authority to move the project forward.
 Manages the appropriate assignment and timely completion of tasks as defined.  Assesses team performance and takes corrective action, if needed.  Provides guidance to Los Gatos technical teams to ensure appropriate response and collaboration with Tyler Technical Support Teams to ensure timely response and appropriate resolution.  Owns the relationship with in-Scope 3rd party providers and aligns activities with ongoing project tasks.
 Ensures that users have appropriate access to Tyler project toolsets as required.  Conducts training on proper use of toolsets.
 Validates completion of required assignments using toolsets.

Los Gatos Functional Leads
 Makes business process change decisions under time sensitive conditions.  Communicates existing business processes and procedures to Tyler consultants.  Assists in identifying business process changes that may require escalation.  Contributes business process expertise for Current & Future State Analysis.  Identifies and includes additional subject matter experts to participate in Current & Future State Analysis.
 Validates that necessary skills have been retained by end users.  Provides End Users with dedicated time to complete required homework tasks.  Acts as an ambassador/champion of change for the new process and provide business process change support.
 Identifies and communicates any additional training needs or scheduling conflicts to the Los Gatos project manager.
 Actively participates in all aspects of the implementation, including, but not limited to, the following key activities:
o Task completion
o Stakeholder Meeting
o Project Management Plan development
o Schedule development
o Maintenance and monitoring of risk register
o Escalation of issues
o Communication with Tyler project team
o Coordination of Los Gatos resources
o Attendance at scheduled sessions
o Change management activities
o Modification specification, demonstrations, testing and approval assistance o Data analysis assistance
o Decentralized end user training
o Process testing
Exhibit E

ITEM NO. 3.

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

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

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

Los Gatos Upgrade Coordination
 Becomes familiar with the software upgrade process and required steps.  Becomes familiar with Tyler’s releases and updates.
 Utilizes Tyler resources to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the Los Gatos’s software upgrade process.  Assists with the software upgrade process during implementation.  Manages software upgrade activities post-implementation.  Manages software upgrade plan activities.

Exhibit E

ITEM NO. 3.

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. 3.

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. 3.

Tow of Los Gatos
Tyler Technologies, Inc. Page | 15
Initiate and Plan
The Initiate and Plan stage involves Project initiation, infrastructure, and planning. This stage creates a foundation for the Project by identifying and establishing sequence and timing for each Phase as well as verifying scope for the Project. This stage will be conducted at the onset of the Project, with a few unique items being repeated for the additional Phases as needed.

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

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

STAGE 1 Initial Coordination
Tyler Los Gatos
RACI MATRIX KEY:

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

ITEM NO. 3.

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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. 3.

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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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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. 3.

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

ITEM NO. 3.

Tow of Los Gatos
Tyler Technologies, Inc. Page | 33
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

ITEM NO. 3.

Tow of Los Gatos
Tyler Technologies, Inc. Page | 34
 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. 3.

Tow of Los Gatos
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. 3.

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Tyler Technologies, Inc. Page | 36
 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. 3.

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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. 3.

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Tyler Technologies, Inc. Page | 38
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

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 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. 3.

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 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. 3.

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Tyler Technologies, Inc. Page | 41
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. 3.

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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. 3.

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Solution The implementation of the contracted software product(s) resulting in the connected system allowing users to meet Project goals and gain anticipated efficiencies.

Stage The top-level components of the WBS. Each Stage is repeated for individual Phases of the Project.

Standard Software functionality that is included in the base software (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. 3.

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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. 3.

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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

ITEM NO. 3.

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Additional Appendices
EnerGov Definitions
“Template Business Transactions”
 A pre-defined and pre-configured EnerGov business process from EnerGov’s “Best Management Template”.
 The following modifications to Template Business Transactions are considered within scope:
o Any changes to required inspections within the workflow o Any changes to the required plan reviews within the workflow o Adding up to 2 additional actions to the workflow
o Configuration of fees, allowing creation of up to 3 new fees to accommodate o Any changes to custom field layouts that are directly related to fees or included reports  Customization/Configuration of any of these parameters beyond the scope listed above will require the respective business process to be considered a “Unique Business Transaction”, as described below.

Note: All transaction counts are quantified in the comments of the Investment Summary. “Unique Business Transactions”
 Unique configuration of workflow or business process steps & actions, including output actions  Unique Fee configuration
 Unique Custom field configuration
“Geo-Rules”
 An automation event that references GIS data. Current geo-rule action types are:

Alert Displays a pop-up with a custom message to the user, notifying them of certain spatial data (i.e., noise abatement zones; flood zones; etc.).

Block Places a block on the case and prevents any progress or updates from occurring on the record (i.e., no status changes can be completed, no fees can be paid, the workflow cannot be managed, etc.) Block with
Override
Places a block on the case and prevents any progress or updates from occurring on the record (i.e., no status changes can be completed, no fees can be paid, the workflow cannot be managed, etc.) However, the block can be overridden by end-users who have been given the proper securities.

Fee Date Populates the CPI vesting date on the record if vesting maps are used by the jurisdiction.

Field Mapping A custom field or any field inherentin the EnerGov application can automatically populate with information based on spatial data.

Required Action A workflow action can automatically populate in the workflow details for the particular record (i.e., plan, permit, code case, etc.) that requires the action based on certain spatial data related to the case.

Required Step A workflow step can automatically populate in the workflow details for the particular record (i.e., plan, permit, code case, etc.) that requires the step based on certain spatial data related to the case.

Zone Mapping The zone(s) automatically populate on the “Zones” tab of the record (i.e., plan, permit, code case, etc.).

Exhibit E

ITEM NO. 3.

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“Automation Events”
“Intelligent Objects (IO)”
 Key components for automatically and reactively triggering geo-rules, computing fees, and generating emails, alerts, and other notifications.
“Intelligent Automation Agents (IAA)”
 A tool designed to automate task in a proactive manner by setting values and generating emails and other tasks. On a nightly basis, a Windows service sweeps the EnerGov system looking for IAA tasks that need to be run, then the associated actions are performed. The IAA does not generate alerts or errors. Custom SQL queries are not Tyler deliverables.
“EnerGov SDK/API (Toolkits)”
 APIs developed by Tyler Technologies for extending the EnerGov Framework and functionality to external agencies and systems. Full documentation is available for each toolkit upon request.

Note: The EnerGov toolkits and related documentation are simply tools that allow clients to create applications and integrations. The purchase of a toolkit/API does not imply any development related services from Tyler Technologies. The Los Gatos is responsible for working with their IT staff and VARs to develop any necessary applications and integrations except as otherwise noted in the Investment Summary or for any “in-scope” integrations.

Tyler and Client Work Split Assumptions
Increased Work Split Hours
Additional hours were purchased in this contract to increase the work split from the standard 30% Tyler work effort. Clients have different needs and there are different ways the allocation of these hours can benefit the project. We will work with the client project manager during the planning sessions and project plan development to determine the best use of these hours. Common areas additional hours are used are:
 Configuration
o Setting and Code configuration
o Security and Workflow Building
 Data Conversion
o Conversion Mapping
o Conversion Proofing
o Conversion Testing
o Imports in lieu of conversion
 Formatting files
 Building custom templates
 Testing imports/Data validation
 Training/Documentation
o Additional repeat process training
o Post Live Assistance
 Bank Reconciliation assistance for additional months
 Month-end assistance for additional months
Exhibit E

ITEM NO. 3.

Tow of Los Gatos
Tyler Technologies, Inc. Page | 48
 Year-end assistance for multiple years
 W-2/1099 processing for multiple years
o Job aides/quick reference guides
o End user training documentation
 Testing
o Additional parallel processing
o Test script building
o Integration Testing
 Import/Export template building
 Import testing
 Process validation/documentation
All clients have unique needs on a project. By defining the use of these hours during project planning, we have the flexibility to determine the greatest needs of your organization and plan accordingly. At any point in the project, we can revisit the use of these hours and adjust content as needed to support the success of the project.

Intentionally left blank.

Exhibit E

ITEM NO. 3.

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Tyler Technologies, Inc. Page | 49
Project Timeline
ERP Project Timeline
The Project Timeline establishes a target start and end date for each Phase of the Project. The timeline needs to account for resource availability, business goals, size and complexity of the Project, and task duration requirements. These will be reviewed and adjusted, if needed, during the Initiate and Plan Stage. Refer to the Project Stages section of this SOW for information on work packages associated with each stage of the implementation.

The following dates may be revised based on the date the Agreement is signed and further refined during the course of the project. Tyler requires up to forty-five (45) days to move from Agreement signing to the Initiate & Plan Stage.

Phase Functional Areas Modules Start Date Go-Live
Date
1 Financials  Accounting General Ledger
 Accounts Payable
 Bid Management
 Budgeting
 Capital Assets
 Cash Management
 Contract Management
 Project & Grant Accounting
 Purchasing
 eProcurement
 Accounts Receivable
 General Billing
 Tyler Cashiering
July 2022 July 2023
System Wide  Munis Analytics & Reporting
o Tyler Reporting Services
o Munis Office
o HUB
Exhibit E

ITEM NO. 3.

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Phase Functional Areas Modules Start Date Go-Live
Date
 Tyler ReadyForms Processing
 Tyler Content Manager SE
2 Human Capital
Management
 Payroll w/Employee Self Service
 HR & Talent Management
 Employee Expense Reimbursement
 Executime Time and Attendance
 Employee Expense Reimbursement
January
2023
October
2023
3 Executime
Advanced
Scheduling
 Executime Advanced Scheduling December
2023
September
2024
4 Business Licenses
and Citizen Self
Service
 Business Licenses
 Citizen Self-Service
June 2023 June 2024

Exhibit E

ITEM NO. 3.

DocuSign Envelope ID: 2B896612-EB67-4597-80A6-FF1 C0F61F77B

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, with offices at 110 East Main Street, Los Gatos, California 95030 ("Client").

WHEREAS, Tyler and the Client are parties to an agreement dated June 30, 2022 ("Agreement"); 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 the Client agree as follows:

1. Section G(6) ("Insurance") of the Agreement is amended to add:

We agree that our insurance is primary for claims under our Commercial General Liability and Automobile Liability policies that arise out of or relate to this Agreement and are between us and you.

2. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement.

3. Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below.

Tyler Technologies, Inc.
�DocuSigned by:

By: Pb&uf b,w_,i½-jUA-SUA- r94O IC0F3ESA445 ...

Name: Robert Kennedy-Jensen
Title: Group General Counsel
Date: 8/15/2022
1 Town of Los Gatos, CA
Name:Laurel Prevetti
Title: Town Manager
Date: 8/16/2022
Town Attorney
We £lyt
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Town Cl
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ATTACHMENT 3

ITEM NO. 3.

ATTACHMENT 4

ITEM NO. 3.

ITEM NO. 3.

ITEM NO. 3.

ITEM NO. 3.

ITEM NO. 3.

ITEM NO. 3.
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”); 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 as follows:

1. Bid Management, Contract Management, Business Licenses. a. The following Tyler Software as a Service (SaaS) are hereby removed from the Agreement as of July 1, 2024:

Bid Management ($2,242/year)
Contract Management ($2,226/year)
Business Licenses ($4,401/year)
b. As of such date, Client’s right to access the above-listed software is terminated, as are Tyler’s obligations to maintain, support, host and update such software. c. Additionally, Client’s SaaS fees payment obligation for the above-listed software ends on the same date.

2. Project Timeline. Exhibit E (Statement of Work), Section 11.1, is hereby amended as follows:

Phase 1, Financials
Start Date – July 2022
Go-Live Date – February 2025
Phase 2, Human Capital Management
Start Date – January 2023
Go-Live Date – February 2025

3. The items set forth in the sales quotations attached as Exhibit 1 to this Amendment are hereby added to the Agreement as of the first day of the first month following the Amendment Effective Date and, notwithstanding anything to the contrary in Exhibit 1, ending coterminous with the SaaS Term as defined in the Agreement. Payment of fees and costs for such items shall conform to the following terms:

ATTACHMENT 1

ITEM NO. 3.
2 a. SaaS Fees. As of the first day of the first month following the Amendment Effective Date, the annual SaaS fees payable under the Agreement shall be increased by $7,599, with a quarterly payment increase of $1,899.75. Subsequent SaaS Fees shall be invoiced in accordance with the terms of the Agreement.
b. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in the Investment Summary and may be increased by Tyler upon notice of no less than thirty (30) days.
c. Services Fees & Expenses. Services added to the Agreement pursuant to this Amendment, along with applicable expenses, shall be invoiced as provided and/or incurred.
d. Hardware Fees. Fees for Hardware are due on delivery of the respective Hardware. e. Hardware Maintenance Fees. The first year maintenance fee for Hardware is invoiced upon delivery of the hardware. Subsequent annual maintenance fees for hardware are invoiced annually, in advance, at then-current rates, upon each anniversary thereof.

4. The cost for the “5yr Detailed GL History Conversion” is hereby changed from $30,000 to $25,000.

5. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement.

6. Except as expressly indicated in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

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. 3.

Exhibit 1
1 Exhibit 1
Amendment Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration date in the Investment Summary that may have lapsed as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. In the event of conflict between the Agreement and terms in the Comments section of this Investment Summary, the language in the Agreement will prevail.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

ITEM NO. 3.
2024-470348-L6Y4G3 CONFIDENTIAL Page 1
Quoted By: Jennifer Wahlbrink
Quote Expiration: 10/28/24
Quote Name: Town of Los Gatos - ERP - Tyler
Payments
Quote Description: Passing model
Saas Term 1.00
Sales Quotation For: Shipping Address:

Town of Los Gatos
110 E Main St Lbby
Los Gatos CA 95030-6945
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Integrations
Cashiering API 1 40 $ 3,599.00
SnapLogic - Up to 5 Integrations 1 0 $ 4,000.00
TOTAL 40 $ 7,599.00
Professional Services
Description Quantity Unit Price Ext Discount Extended Price Maintenance Project Management 8 $ 185.00 $ 0.00 $ 1,480.00 $ 0.00
Remote Implementation 40 $ 185.00 $ 0.00 $ 7,400.00 $ 0.00 TOTAL $ 8,880.00 $ 0.00
Payments

ITEM NO. 3.
2024-470348-L6Y4G3 CONFIDENTIAL Page 2
Use Case List Price Service % Min
Basis
Points Rate Cap POS Online IVR
Payments - Payer Card Cost - Service Fees
Enterprise ERP
Enterprise ERP Payments General Billing 3.95% $ 2.50 X X Tyler Enterprise Payments Code Enforcement 3.95% $ 2.50 X X Tyler Enterprise Payments Licenses 3.95% $ 2.50 X X
Tyler Enterprise Payments Planning 3.95% $ 2.50 X X
Tyler Enterprise Payments Permits 3.95% $ 2.50 X X
Payments - Other Fees
Enterprise ERP
Payer eCheck Cost $ 1.95
eCheck Rejects $ 5.00
Credit Card Chargebacks $ 15.00
Payer Card Cost Per card transaction with Visa, MasterCard, Discover, and American Express.

Payer eCheck Cost Per electronic check transaction.
eCheck Rejects When an eCheck transaction comes back as declined (e.g bounced check) Credit Card Chargebacks If a card payer disputes a transaction at the card issuing bank (e.g. stolen card) 3rd Party Hardware, Software and Services
Description Qty Unit Price
Unit
Discount Total Price
Unit
Maint/SaaS
Unit
Maint/SaaS
Discount
Total
Maint/SaaS
Payments Lane 7000 Terminal Purchase 1 $ 529.00 $ 0.00 $ 529.00 $ 0.00 $ 0.00 $ 0.00 Payments PCI Service Fee (Per Device) 1 $ 0.00 $ 0.00 $ 0.00 $ 180.00 $ 0.00 $ 180.00 TOTAL $ 529.00 $ 180.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 0.00 $ 0.00
Total SaaS $ 0.00 $ 7,599.00

ITEM NO. 3.
2024-470348-L6Y4G3 CONFIDENTIAL Page 3
Total Tyler Services $ 8,880.00 $ 0.00
Total Third-Party Hardware, Software, Services $ 529.00 $ 180.00 Summary Total $ 9,409.00 $ 7,779.00
Contract Total $ 17,188.00
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
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.

ITEM NO. 3.
2024-470348-L6Y4G3 CONFIDENTIAL Page 4
• Fees for services included in this sales quotation shall be invoiced as indicated below. • Implementation and other professional services fees shall be invoiced as delivered. • Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion module, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion module. • Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.

Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
• If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. • Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement.
• Expenses associated with onsite services are invoiced as incurred.

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 four (4) 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.

ITEM NO. 3.
2024-470348-L6Y4G3 CONFIDENTIAL Page 5
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-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.

Fees for year one of hardware maintenance will be invoiced as of the first day of the calendar month following the date the hardware is delivered and may be prorated to end coterminous with the Annual Support Maintenance term. Subsequent annual hardware maintenance fees shall be invoiced together with the Annual Support Maintenance term in accordance with the terms of the Agreement.

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

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.

ITEM NO. 3.
2024-476312-T6V5M5 CONFIDENTIAL Page 1
Quoted By: Jennifer Wahlbrink
Quote Expiration: 12/01/24
Quote Name: Town of Los Gatos-EERPAdditional PM Days
Quote Description: 8-6-24 Town of Los Gatos, CA -
Additional PM Hours
Sales Quotation For: Shipping Address:

Town of Los Gatos
110 E Main St Lbby
Los Gatos CA 95030-6945
Professional Services
Description Quantity Unit Price Ext Discount Extended Price Maintenance Non-Billable PM Hours 16 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Project Management 60 $ 185.00 $ 0.00 $ 11,100.00 $ 0.00 TOTAL $ 11,100.00 $ 0.00
Summary One Time Fees Recurring Fees
Total Tyler License Fees $ 0.00 $ 0.00
Total SaaS $ 0.00 $ 0.00
Total Tyler Services $ 11,100.00 $ 0.00

ITEM NO. 3.
2024-476312-T6V5M5 CONFIDENTIAL Page 2
Total Third-Party Hardware, Software, Services $ 0.00 $ 0.00 Summary Total $ 11,100.00 $ 0.00
Contract Total $ 11,100.00
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
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.
• Fees for services included in this sales quotation shall be invoiced as indicated below. • Implementation and other professional services fees shall be invoiced as delivered.

ITEM NO. 3.
2024-476312-T6V5M5 CONFIDENTIAL Page 3
• Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion module, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion module. • Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.

Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
• If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. • Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations: Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement.
• Expenses associated with onsite services are invoiced as incurred.

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 four (4) 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.

ITEM NO. 3.
2024-476312-T6V5M5 CONFIDENTIAL Page 4
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-the-Trainer approach whereby the client designated attendees of the initial training can thereafter train the remaining users.

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.

ITEM NO. 3.
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. 3.
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. 3.
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.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

ITEM NO. 3.

Exhibit 1, Schedule A
Exhibit 1, Schedule A

ITEM NO. 3.

Exhibit 1, Schedule A

ITEM NO. 3.

Exhibit 1, Schedule A

ITEM NO. 3.

Exhibit 1, Schedule A

ITEM NO. 3.

Exhibit 1, Schedule B
Exhibit 1, Schedule B

ITEM NO. 3.

Exhibit 1, Schedule B

ITEM NO. 3.

Exhibit 1, Schedule B

ITEM NO. 3.

Exhibit 1, Schedule B

ITEM NO. 3.

Exhibit 2
Exhibit 2
ChangeOrder

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
1 Page 155
ITEM NO. 3.

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. 3.

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. 3.

PREPARED BY: Alexa Nolder
Administrative Technician
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, Administrative Services Director, and Community Development Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832 www.losgatosca.gov

TOWN OF LOS GATOS

COUNCIL AGENDA REPORT
MEETING DATE: 06/16/2026
ITEM NO: 4
DATE: June 11, 2026
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Five-Year Agreement for Software Services with TruePoint Solutions - DigEplan (LCT Software) DBA GovPath for Electronic Plan Review Services in an Amount Not to Exceed $155,183.28 Over the Life of the Agreement
RECOMMENDATION: Authorize the Town Manager to execute an Agreement for Software Services TruePoint Solutions - DigEplan (LCT Software) DBA GovPath for electronic plan review services in an amount not to exceed $155,183.28 over the five-year term of the Agreement, with the first year not to exceed $29,229.48.

FISCAL IMPACT:

The total cost of the five-year license agreement with TruePoint Solutions – DigEplan (DigEplan) electronic plan review services is not to exceed $155,183.28. The agreement is structured as an annual subscription over the five-year term. Funding for these services is included in the proposed FY 2026–27 Budget. Funding for subsequent fiscal years will be requested through the annual Operating Budget process and is subject to Town Council approval.

BACKGROUND:

The Town has worked with TruePoint Solutions since 2011 and with TruePoint Solutions – DigEplan (LCT Software) since May 2020, when the Community Development Department expanded its use of electronic plan review services during the Covid-19 pandemic.

The Department has fully transitioned to electronic permitting and plan review processes, and continued use of this software is necessary to maintain these electronic services.

ITEM NO. 4.

PAGE 2 OF 2
SUBJECT: TruePoint Solutions, LLC – DigEplan (LCT Software) DBA GovPath DATE: June 11, 2026
DISCUSSION:

The current Agreement, which expires June 30, 2026, was for a 5-year term, totaling $89,474.00 and based on 20 user subscriptions. The proposed agreement increases the Town’s subscription capacity to 25 users through the addition of five user licenses. As a result, the annual subscription fee for 2026 will be $29,229.48. The agreement includes a 3% annual increase in subscription fees over its five-year term.

Subscription Term:
1-year, from July 1, 2026 to June 30, 2027 - $29,229.48 2-year, from July 1, 2027 to June 30, 2028 - $30,106.36 3-year, from July 1, 2028 to June 30, 2029 - $31,009.56 4-year, from July 1, 2029 to June 30, 2030 - $31,939.84 5-year, from July 1, 2030 to June 30, 2031 - $32,898.04 The subscription fees outlined above represent the annual cost of the agreement for each year of the five-year term.

CONCLUSION:

TruePoint’s consulting services assist the Town in serving the land use needs of the community.

Based on TruePoint’s extensive knowledge of the Town’s Accela implementation, excellent support history with the Town, and competitive pricing, staff recommends that the Town Council authorize the Town Manager to enter into an Agreement for the software licensing and related services not to exceed $155,183.28 for a five-year term.

COORDINATION:

This report was coordinated with the Community Development Department, Information Technology Department, Town Manager’s Office, Finance Department, and Town Attorney.

ENVIRONMENTAL ASSESSMENT:

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

Attachment:

1. TruePoint Solutions (LCT Software) DigEplan Contract

ITEM NO. 4.

Terms and Conditions
Between
TruePoint Solutions, LLC, LCT Software
(an Avolve Software Company)
and
Town of Los Gatos, CA
ATTACHMENT 1

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 2
UC_8045908.7
These Terms and Conditions (these “Terms”), together with the Order to which these Terms are attached and any additional exhibits or attachments to the Order or these Terms (collectively, this “Agreement”) are entered into as of the date of last signature (the “Effective Date”) by and between TruePoint Solutions (DigEplan reseller and service provider) located at 950 East State Highway 114, Suite 105, Southlake, TX 76092 and Lifecycle Technologies, LLC, d/b/a LCT Software, a Florida limited liability company principally located at 4500, 140th Avenue North Suite, 101 Clearwater, FL 33762 (the “Supplier”), and the Town of Los Gatos, CA, 110 E. Main Street, Los Gatos CA 95030 (the “Customer”.)
Background
a) The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet for the purpose of subscribers. b) The Customer wishes to use the Supplier's service in its business operations. c) The Supplier has agreed to provide, and the Customer has agreed to take and pay for, the Supplier's service subject to the terms and conditions of this Agreement, including these Terms.
d) The Customer will receive professional services from TruePoint Solutions, LLC (the “Partner”) in order to implement the software application and platform.

Agreed terms

1. Definitions. Unless otherwise defined in these Terms, capitalized terms used herein have the same meanings as set out in the Exhibits to this Agreement (including any supplements or attachments thereto).

1.1. “Optional Services” refers to certain optional add-ons to the Subscription Service as may be offered by the Supplier from time to time.

1.2. ““Professional Services” refers to the implementation Partner’s training, configuration and related services as set out in the Professional Services Terms.

1.3. “Professional Services Terms” refers to those additional Professional Services Terms and Conditions by the Partner to the Customer, outlined in a separate agreement.

1.4. “Subscription Service” refers to DigEplan’s cloud-based service designed to provide government entities with Integrated Electronic Plan Review.

1.5. “Subscription Terms of Service” refers to the Subscription Terms of Service attached hereto at Exhibit C.

2. Procurement of Services
Customer may purchase the Subscription Services by submitting orders in a form designated or approved by the Supplier (each, an “Order”); accepted forms of Order submission may also involve procuring the Subscription Services from the Partner, at the discretion of the Partner and Customer.

Upon Order acceptance and subject to Customer’s payment of the corresponding Subscription Services Fees, the Supplier will make the Subscription Services available to Customer.

2.1. Governing Terms. The Subscription Service will be subject to this Agreement, including the Subscription Terms of Service, for the Subscription Period and for the number of End Users as

ITEM NO. 4.

LCT Software Agreement – v1.1 DigEplan USA 3
UC_8045908.7
specified in each Order. Any Optional Services will also be subject to this Agreement or such other documentation as designated by the Supplier.

2.2. Order Acceptance. No Order for Services will be deemed accepted by the Supplier unless and until the Supplier accepts such Order in writing. Any terms and conditions contained in any quote, invoice, purchase order or Order that are inconsistent with the terms and conditions of this Agreement will be deemed stricken, unless expressly agreed to in writing by the Supplier with explicit reference to the accepted terms and conditions. All Orders will reference these Terms. Upon acceptance of an Order as provided above, it will become part of this Agreement.

2.3. Adding End Users. If Customer desires to increase the number of End Users that are permitted to use the Subscription Service, a new Order must be issued for the additional End Users. The Supplier may, in its discretion, allow or require the initial Subscription Period of newly-purchased subscriptions to be adjusted to expire or renew simultaneously with Customer’s pre-existing subscription(s).

2.4. Optional Services. Purchase of Optional Services from the Supplier will be subject to any price quote the Supplier provides to Customer and the Order procedure described above. As designated by the Supplier at the time of Customer’s purchase, use of the Optional Services may be subject to additional terms and conditions beyond or in lieu of those in Exhibit C.

3. Fees and Payment for Services

3.1. Fees. Customer will pay all fees for the Services per the prices quoted to Customer by the Supplier and finalized via an Order, Unless expressly set out in an Order, price increases will not apply to any Order that has already been accepted by the Supplier. Except as otherwise agreed by the parties in writing, Services Fees are quoted and payable in United States dollars, and Customer’s payment obligations are non-cancelable, and Fees paid are non-refundable.

3.2. Invoicing and Payment. The Supplier will invoice Customer in advance for the Services unless otherwise expressly agreed by the parties.

3.3. Subscription Service fees are due upon invoice and payable within thirty (30) days of the invoice date. Subscription Service fees will be due no later than the first day of each Subscription Period to which the payment relates. If Customer orders additional End User quantities part-way through an existing Subscription Period, and the initial Subscription Period for the additional quantity is adjusted as described in Section 2.3, then the Subscription fee for such additional quantity will be pro-rated accordingly. Optional Services will be due at the same time as payment for the corresponding Subscription Service, or (if applicable) as otherwise specified in the applicable Order or governing terms. Subscription Service fees will be subject to an automatic annual increase by the percentage of the prior year’s Subscription Service fees (the “Uplift”) listed in the Order.

3.5. Billing Info & Overdue Charges. Customer is responsible for keeping the Supplier accurately and fully informed of Customer’s billing and contact information, including providing any purchase order numbers in advance of invoice issuance. If any Fees are not received from Customer by the due date, they will accrue interest at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

3.6. Overdue Payments. If any amount owing by Customer under this Agreement for any of the Services is thirty (30) or more days overdue, the Supplier may, without limiting the Supplier’s other rights and remedies, accelerate Customer’s unpaid fee obligations under this Agreement (including any Order) so that all such obligations become immediately due and payable, suspend the