Milpitas City Council
December 12, 2023

December 12, 2023 Milpitas City Council Agenda Page 1

SPECIAL MEETING OF THE MILPITAS

CITY COUNCIL
AGENDA
TUESDAY, DECEMBER 12, 2023
CITY COUNCIL CHAMBER, 455 E. CALAVERAS BLVD, MILPITAS, CA 5:30 PM
For assistance in the following languages, you may call:

Đối với Việt Nam, gọi 408-586-2400
Para sa Tagalog, tumawag sa 408-586-3051
Para español, llame 408-586-3072
The City Council meeting is held in the City Council Chamber at City Hall, 455 E. Calaveras Blvd., Milpitas and via teleconference/Zoom webinar.

You may watch the Council meeting without providing public comment by accessing it via links here.

Meeting shall be livestreamed - Go to:

Facebook: https://www.facebook.com/CityofMilpitas/
YouTube: https://www.milpitas.gov/youtube
Web Streaming: https://www.milpitas.gov/webstreaming

PUBLIC COMMENT INSTRUCTIONS
Oral public comments may only be provided live during the City Council meeting in person. All comments provided shall be limited to three minutes or less as determined by the Mayor. All members of the public will be limited to one comment per agenda item, and one comment for non-agenda items. Members of the public may submit written comments by email to [email protected] The meeting will be streamed via Zoom for viewing purposes only. To watch via Zoom, please register at:
https://ci-milpitas-ca-gov.zoom.us/webinar/register/WN_BTXRuJacQOSG5SaK3m8LlA NOTE: If a member of the public wishes to share any presentation materials for Council consideration, they must be submitted to the Clerk’s Office by email to [email protected] by 12:00 p.m. on the day of the meeting. No presentations will be accepted in person in the Council Chambers.

MILPITAS CITY COUNCIL CODE OF CONDUCT
•Be respectful and courteous (words, tone, and body language). •Model civility.
•Avoid surprises.
•Praise publicly and criticize privately.
•Focus on the issue, not the person.
•Refrain from using electronic devices while on the Council dais. •Disclose conflicts of interest and affiliations related to agenda items. •Separate governing from campaigning.
•The Council speaks with one voice after making policy on issues. •Respect the line between policy and administration.
•Council will hold one another accountable to comply with this Code of Conduct.

December 12, 2023 Milpitas City Council Agenda Page 2
CALL MEETING TO ORDER by Mayor and ROLL CALL by City Clerk (5:30 PM)

ADJOURN TO CLOSED SESSION
(a) CONFERENCE WITH LABOR NEGOTIATORS
Pursuant to Government Code Section 54957.6
Agency designated representative: Rick Bolanos, LCW
Bargaining unit: LIUNA, UPEC (Pro-Tech, MEA, MidCon), IAFF, MPOA (b) CONFERENCE WITH LEGAL COUNSEL – Anticipated Litigation Significant Exposure to Litigation Pursuant to Government Code Section 54956.9(d)(2) Facts and circumstances related to Claim against the City CLOSED SESSION ANNOUNCEMENT:

Report on action taken in Closed Session, if required per Government Code Section 54957.1, including the vote or abstention of each member present.

PLEDGE OF ALLEGIANCE
INVOCATION (Vice Mayor Chua)

PRESENTATIONS
PUBLIC FORUM (6:00 PM)
Members of the public are invited to speak on any item that does not appear on today’s agenda. Comments will be limited to three minutes or less at the Mayor’s discretion. When called to speak, you are encouraged to state your name for the record.

As an item not listed on the agenda, no action can be taken, however the City Council may instruct the City Manager to place the item on a future meeting agenda.

ANNOUNCEMENT OF CONFLICT OF INTEREST AND CAMPAIGN CONTRIBUTIONS

READING OF THE CITY COUNCIL CODE OF CONDUCT

APPROVAL OF AGENDA
CONSENT CALENDAR (6:05 PM)
Consent calendar items are considered to be routine and will be considered for adoption by one motion. There will be no separate discussion of these items unless a City Councilmember, member of the audience or staff requests the Council to remove an item from (or be added to) the consent calendar. Any person desiring to speak on any item on the consent calendar should ask to have that item removed from the consent calendar.

C1. Receive City Council Calendar of Meetings for December 2023 and January 2024 (Staff Contact:

Suzanne Guzzetta, City Clerk, 408-586-3001)
Recommendation: Receive City Council Calendar of Meetings for December 2023 and January 2024.

C2. Approve City Council City Council Meeting Minutes of December 5, 2023 (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Recommendation: Approve City Council Meeting minutes of December 5, 2023.

C3. Receive the Preview List of Anticipated Items for the Next Regular City Council Meeting (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Recommendation: Receive the list of anticipated agenda items for the next regular City Council meeting.

December 12, 2023 Milpitas City Council Agenda Page 3
C4. Receive and Review the List of Agenda Items Requested by City Councilmembers (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Recommendation: Review the list of items that have been requested by City Councilmembers and provide direction to staff as necessary. No substantive discussion about any specific item shall occur and the City Council shall hold all debate about the item until it is scheduled as a full agenda item.

C5. Accept Commissioner Resignation (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001) Recommendation: Accept the resignation of Peter Felix from the Parks, Recreation and Cultural Resources Commission effective January 1, 2024, and direct the City Clerk to post the notice of unscheduled vacancy.

C6. Approve Appointments to the Cities Association of Santa Clara County Joint Powers Authority (Staff Contact: Matt Cano, Deputy City Manager, 408-586-3012) Recommendation: (1) Approve the appointment of Mayor Montano as board member to the Cities Association of Santa Clara County Joint Powers Authority; and (2) Approve the appointment of Vice Mayor Chua as alternate board member to the Cities Association of Santa Clara County Joint Powers Authority.

C7. Approve and Authorize the City Manager to Negotiate and Execute Amendment No. 2 to the Professional Services Agreement with David J. Powers & Associates, Inc. in an Amount Not-to- Exceed $400,000.00 for Completing the Environmental Review pursuant to the National Environmental Policy Act (NEPA) and requirements of the California Department of Transportation Office of Local Assistance (Caltrans) for S. Milpitas Blvd Vehicle Bridge at Penitencia Creek, Project No. 2016 (Staff Contact: Matt Cano, Deputy City Manager / Interim City Engineer, 408-586-3012)
Recommendation: Approve and authorize the City Manager to negotiate and execute Amendment No. 2 to the Professional Services Agreement with David J. Powers in an amount not-to-exceed $400,000.00 for completing the environmental review pursuant to the National Environmental Policy Act (NEPA) and requirements of the California Department of Transportation Office of Local Assistance (Caltrans) for S.

Milpitas Blvd Vehicle Bridge at Penitencia Creek, Project No. 2016.

C8. Approve and Authorize the City Manager to Execute the Five-Year Software as a Service (SaaS) Agreement with Tyler Technologies for Financial System Enterprise Resource Planning (ERP) and Human Resources Information System (HRIS) (Staff Contact: Lauren Lai, Finance Director 408-586-3111; and Vicky Lien, Acting Human Resources Director 408-586-3085) Recommendation: Approve and authorize the City Manager to execute the five-year Software as a Service Agreement with Tyler Technologies for Financial System Enterprise Resource Planning (ERP) and Human Resources Information System (HRIS) for an amount not to exceed $2,123,588 and delegate authority to the City Manager for additional optional 5 years and change order authority up to 10%.

C9. Report on Bids and Adopt a Resolution Authorizing the City Manager to Award the Construction Contract to PCD in the Amount of $835,768.08 for the Council Chamber AV System Replacement Project (Staff Contact: Daniel Nam, Information Technology Director, 408-586-2712) Recommendation: (1) Receive report on bids and adopt a resolution authorizing the City Manager to award a construction contract to the lowest responsible and responsive bidder, PCD, in the amount of $835,768.08 for the Council Chamber AV System Replacement Project, including $752,559.08 for the Council Chamber AV replacement and $83,209.00 for the Committee Conference Room AV

December 12, 2023 Milpitas City Council Agenda Page 4
replacement; and (2) Authorize the City Manager to negotiate and execute contract change order(s) in an aggregate amount not to exceed $79,231.92 for the Council Chamber AV System Replacement Project.

C10. Adopt a Resolution Authorizing the City Manager to Execute the Sole Source Services Agreement with Flock Group Inc. for Automated License Plate Reader (ALPR) Cameras in an Amount Not-to-Exceed $732,000.00 (Staff Contact: Jared Hernandez, Chief of Police, 408-586- 2406)
Recommendation: Adopt a resolution authorizing the City Manager to execute the extension of the Sole Source Services Agreement with Flock Group, Inc. for Automated License Plate Reader (ALPR) Cameras in an amount not-to-exceed $732,000, which includes a contingency of $91,500.00; and Authorize the Chief of Police to execute contract change orders in an aggregate amount not to exceed $91,500.00.

C11. Approve Three Utility Boxes for Repainting During FY 2024 (Staff Contact: Renee Lorentzen, Recreation and Community Services Director, 408-586-3409; and Tegan McLane, Recreation and Community Services Assistant Director, 408-586-3212)
Recommendation: Approve locations for three (3) Utility Box murals for the FY 24 Mural Program.

LEADERSHIP AND SUPPORT SERVICES (6:15 PM)

12. Adopt a Resolution to Amend the City of Milpitas’ Classification Plan to Establish the Classifications of City Engineer and Public Works Division Manager, Aligned with the Realignment of the Engineering and Public Works Departments (Staff Contact: Matt Cano, Deputy City Manager, 408-586-3012; and Christian Di Renzo, Public Works Director, 408-586- 2602)
Recommendation: Adopt a resolution to amend the City of Milpitas’ Classification Plan to establish the classification of City Engineer, reclassify CIP Manager and Transportation & Traffic Manager to Public Works Division Manager – Engineering, reclassify one Public Works Manager to Public Works Division Manager – Operations, and delete the classifications of Engineering Director and Assistant City Engineer.

13. Elect Vice Mayor (Contact: Matt Cano, Deputy City Manager, 408-586-3012) Recommendation: Move to nominate and appoint by majority vote the Vice Mayor for the City of Milpitas to serve a one year term.

ANNOUNCEMENTS AND FUTURE AGENDA ITEMS (7:15 PM)
Members of the City Council or City Manager may make brief announcements at this time. Members of the City Council may also suggest future agenda items. For future agenda items, the City Council shall not debate the topic or engage in discussion but shall simply state a “yes” or “no” as whether to move the item forward. If a majority of the City Council agrees to move the item forward, the City Manager shall place the item on a future agenda.

ADJOURNMENT (7:30 PM)

KNOW YOUR RIGHTS UNDER THE OPEN GOVERNMENT ORDINANCE
Government’s duty is to serve the public, reaching its decisions in full view of the public. Commissions and other City agencies exist to conduct the people’s business. This ordinance assures that deliberations are conducted before the people and City operations are open to the people’s review. For more information on

December 12, 2023 Milpitas City Council Agenda Page 5
your rights under the Open Government Ordinance or to report a violation, contact the City Attorney’s office at Milpitas City Hall, 455 E. Calaveras Blvd., Milpitas, CA 95035 e-mail: [email protected] / Phone: 408-586-3040 The Open Government Ordinance is codified in the Milpitas Municipal Code as Title I Chapter 310 and is available online at the City’s website www.milpitas.gov by selecting the Milpitas Municipal Code link.

Materials related to an item on this agenda submitted to the City Council after initial distribution of the agenda packet are available for public inspection at the City Clerk’s office at Milpitas City Hall, 3rd floor 455 E. Calaveras Blvd., Milpitas and on City website. City Council agendas and related materials can be viewed online: www.milpitas.gov/129/Agendas-Minutes (select meeting date)

APPLY TO SERVE ON A CITY COMMISSION
Commission application forms are available online at www.milpitas.gov or at Milpitas City Hall.

Contact the City Clerk’s Office at 408-586-3001 for more information.

If you need assistance, per the Americans with Disabilities Act, for any City of Milpitas public meeting, please call the City Clerk at 408-586-3001 or send an e-mail to [email protected] prior to the meeting. You may request a larger font agenda.

Milpitas City Council Calendar
December 2023
Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 7:00 PM-Tree Lighting Ceremony
2 3 4
7:00 PM-Parks, Recreation & Cultural
Resources Commission (HL)
5 6:00 PM-Closed Session
7:00 PM-City Council
6 1:00 PM-Santa Clara VTA Monthly
Briefing - Northeast Group (CM)
5:30 PM-Veterans Commission (CM)
7:00 PM-Community Advisory
Commission (EC)
7 5:30 PM-Milpitas Chamber of
Commerce Board (GB)
5:30 PM-Santa Clara VTA Board of
Directors (CM)
8 9
10 11 12
5:30 PM-Special Council Meeting
with Closed Session at 5:30 PM
13 7:00 PM-Silicon Valley Clean Energy
Board of Directors (EC) (Cupertino)
14 4:00 PM-Treatment Plant Advisory
Committee (CM) (San Jose)
4:00 PM-Santa Clara VTA Policy
Advisory Committee (EC)
6:00 PM-Youth Advisory Commission
(HL)
15 16
17 18 19 20
6:00 PM-Energy and Environmental
Sustainability Commission (EC)
21 3:00 PM-VTA Security, and Transit
Planning and Operations Committee
(CM) (San Jose)
22 23
24 25
City Observed Holiday
26 City Observed Holiday
27 28 29 30 31 November 2023

S M T W T F S
1 2 3 4
5 6 7 8 9 10 11
12 13 14 15 16 17 18
19 20 21 22 23 24 25
26 27 28 29 30
January 2024

S M T W T F S
1 2 3 4 5 6
7 8 9 10 11 12 13
14 15 16 17 18 19 20
21 22 23 24 25 26 27
28 29 30 31
City Hall and City Facilities Closed (Fire and Police are not affected)

Milpitas City Council Calendar
January 2024
Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 CITY OBSERVED HOLIDAY

CITY OFFICES CLOSED
2 3
1:00 PM-Santa Clara VTA Monthly
Briefing - Northeast Group (CM)
(Santa Clara)
7:00 PM-Community Advisory
Commission (EC)
4 5:30 PM-Santa Clara VTA Board of
Directors (CM)
5:30 PM-Milpitas Chamber of
Commerce Board (GB)
5 6
7 8
4:30 PM-Economic Development and
Trade Commission (CM)
7:00 PM- Parks, Recreation and
Cultural Resources Commission (HL)
9 5:30 PM-Special City Council Meeting
10 4:30 PM-City Council Finance
Subcommittee (CM/EC)
7:00 PM-Planning Commission
7:00 PM-Silicon Valley Clean Energy
Board of Directors (EC) (Cupertino)
11 4:00 PM-Santa Clara VTA Policy
Advisory Committee (EC)
4:00 PM-Treatment Plant Advisory
Committee (CM) (San Jose)
6:00 PM-Youth Advisory Commission
(HL)
7:00 PM-Cities Assoc of SCC (CM)
12 13
14 15
MARTIN LUTHER KING JR.

BIRTHDAY

CITY OFFICES CLOSED
16 6:00 PM-Closed Session
7:00 PM-City Council
17 6:00 PM-Energy and Environmental
Sustainability Commission (EC)
18 6:30 PM-Bay Area Water Supply
Conserv Agency (CM) (Burlingame
Community Center-Sequoia Room)
7:00 PM-Public Safety and
Emergency Preparedness Commission
(HL)
19 20
21 22
7:00 PM-Arts Commission (EC)
23 5:30 PM-Special City Council Meeting
Comprehensive Zoning Update Study
Session
24 12:00 PM-Santa Clara Valley Water
District - Water Commission (CM)
7:00 PM-Planning Commission
25 4:00 PM-Silicon Valley Regional
Interoperability Authority (SVRIA)
(GB)
26 27
28 29 30
5:30 PM-Special City Council Meeting
Preliminary FY24-25 Budget Study
Session
31 December 2023

S M T W T F S
1 2
3 4 5 6 7 8 9
10 11 12 13 14 15 16
17 18 19 20 21 22 23
24 25 26 27 28 29 30
31 February 2024

S M T W T F S
1 2 3
4 5 6 7 8 9 10
11 12 13 14 15 16 17
18 19 20 21 22 23 24
25 26 27 28 29

December 5, 2023 Milpitas City Council Minutes Page 1

REGULAR MEETING OF THE MILPITAS

CITY COUNCIL

MINUTES
TUESDAY, DECEMBER 5, 2023
The City Council of the City of Milpitas convened on the regular City Council meeting day in a Regular Meeting of the Milpitas City Council on December 5, 2023, in the City Council Chamber, 455 E. Calaveras Blvd, Milpitas, CA, and via teleconference/Zoom webinar.

CALL MEETING TO ORDER by Mayor and ROLL CALL by City Clerk Mayor Montano called the Regular City Council meeting to order at 6:02 PM. Roll Call was taken by City Clerk Guzzetta.

PRESENT: Mayor Montano, Vice Mayor Chua, Councilmember Barbadillo (6:05 PM), Councilmember Lien, Councilmember Phan (6:03 PM)
ABSENT: None
City Attorney Mutalipassi announced the closed session items. The City Council adjourned to Closed Session at 6:04 PM.

ADJOURN TO CLOSED SESSION
(a) CONFERENCE WITH LABOR NEGOTIATORS
Pursuant to Government Code Section 54957.6
Agency designated representative: Rick Bolanos, LCW
Bargaining unit: LIUNA, UPEC (Pro-Tech, MEA, MidCon), IAFF, MPOA The City Council reconvened at 7:35 PM
CLOSED SESSION ANNOUNCEMENT:

City Attorney Mutalipassi reported that there was no action taken on Closed Session items.

PLEDGE OF ALLEGIANCE
Mayor Montano led the Pledge of Allegiance.

INVOCATION
Vice Mayor Chua introduced a video of the St. John the Baptist School Choir.

PRESENTATIONS
Posthumous Commendation for Navy Veteran Phil Coneeny
Mayor Montano presented a posthumous commendation in recognition of Phil Coneeny. Jim Arthur accepted the commendation and, joined by Bruce Coneeny, provided remarks.

December 5, 2023 Milpitas City Council Minutes Page 2

PUBLIC FORUM
The following people spoke under Public Forum:

1. Stephen Balsbaugh

2. Voltaire Montemayor

ANNOUNCEMENT OF CONFLICT OF INTEREST AND CAMPAIGN CONTRIBUTIONS City Attorney Mutalipassi asked the Mayor and City Councilmembers if they had any personal conflicts of interest. By roll call, there were no conflicts of interest. City Attorney Mutalipassi asked the Mayor and City Councilmembers if they had any reportable campaign contributions. By roll call, there were no reportable campaign contributions.

READING OF THE CITY COUNCIL CODE OF CONDUCT
Mayor Montano read the Code of Conduct.

APPROVAL OF AGENDA
Motion: to approve the December 5, 2023 Regular Meeting Agenda.

Motion/Second: Vice Mayor Chua / Councilmember Lien
Motion carried by the following:

AYES: Mayor Montano, Vice Mayor Chua, Councilmember Barbadillo, Councilmember Lien, Councilmember Phan
NOES: None

CONSENT CALENDAR
There were no public speakers.

Motion: to approve the Consent Calendar.

Motion/Second: Vice Mayor Chua / Councilmember Lien
Motion carried by the following:

AYES: Mayor Montano, Vice Mayor Chua, Councilmember Barbadillo, Councilmember Lien, Councilmember Phan
NOES: None

1. Receive City Council Calendar of Meetings for December 2023 (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Received City Council Calendar of Meetings for December 2023.

2. Approve City Council City Council Meeting Minutes of November 7 and 14, 2023 (Staff Contact:

Suzanne Guzzetta, City Clerk, 408-586-3001)
Approved City Council Meeting minutes of November 7 and 14, 2023.

3. Receive the Preview List of Anticipated Items for the Next Regular City Council Meeting (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Received the list of anticipated agenda items for the next regular City Council meeting.

December 5, 2023 Milpitas City Council Minutes Page 3

4. Receive and Review the List of Agenda Items Requested by City Councilmembers (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Reviewed the list of items that have been requested by City Councilmembers and provided direction to staff as necessary.

5. Consider the Recommendation from Mayor Montano for Appointments to and Removals from City Commissions (Contact: Mayor Montano, 408-586-3024) Received the recommendation from Mayor Montano and approved commission appointments and removals, as follows, and directed the City Clerk to post a notice of unscheduled vacancy.

Arts Commission:

1. Reappoint Cheryl Oldham to a term ending October 2026

2. Appoint Vickie Young to a term ending October 2026

3. Appoint Darra Cacao to a term ending October 2026

4. Remove America Yulissa Irineo from the non-voting student member (CHHS) seat with an unexpired term ending October 2026

5. Remove Christine Lee from the non-voting student member (MHS) seat with an unexpired term ending October 2024
Community Advisory Commission:

1. Appoint Tien H. Mai as Alternate No. 1 with an unexpired term ending January 2026 Economic Development and Trade Commission:

1. Appoint Vasista Ramachandruni as a non-voting student member with an unexpired term ending April 2024
Energy and Environmental Sustainability Commission:

1. Appoint Pranav Parikh as the Business representative to a term ending October 2026

2. Appoint Mario Cayabyab as Alternate No. 2 with an unexpired term ending October 2024 Parks, Recreation and Cultural Resources Commission:

1. Appoint Becky Strauss to an unexpired term ending June 2025

2. Appoint Sedrick Ashby as Alternate No. 1 with an unexpired term ending June 2026 Public Safety and Emergency Preparedness Commission:

1. Reappoint Joe Nichols to a term ending June 2026
Science, Technology and Innovation Commission:

1. Appoint Simon Chu to a term ending January 2027

2. Appoint Eric Bernal to an unexpired term ending January 2026

3. Appoint Kulwant Virdi as Alternate No. 1 with a term ending January 2027 Senior Advisory Commission:

1. Appoint Neelam Wadhwani as Alternate No. 1 with an unexpired term ending December 2024.

6. Accept the FY 2022-23 Commissioners Annual Report for Three (3) Commissions and Approve Three (3) City of Milpitas Commission Work Plans for FY 2023-24 (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
(1) Accepted the 2022-23 Commissioners Annual Report; and (2) Approved proposed Fiscal Year 2023-24 Work Plans for (a) Energy and Environmental Sustainability Commission, (b) Planning

December 5, 2023 Milpitas City Council Minutes Page 4
Commission, and (c) Public Safety and Emergency Preparedness Commission.

7. Accept the City’s Annual Comprehensive Financial Report and Other Related Annual Audited Reports for the Fiscal Year Ended June 30, 2023 (Staff Contact: Lauren Lai, Finance Director, 408-586-3111)
Accepted the City’s Annual Comprehensive Financial Report (ACFR) and other related annual audited reports for the Fiscal Year ended June 30, 2023.

8. FY 2023-24 1st Quarter Financial Status Report for the Quarter Ended September 30, 2023 (Staff Contact: Lauren Lai, Finance Director, 408-586-3111)
Reviewed the FY 2023-24 Quarterly Financial Status Report for the quarter ended September 30, 2023.

9. Adopt a Resolution Reviewing and Accepting the Annual Development Impact Fee Annual Report for the Calaveras Boulevard Widening Traffic Impact Fee, the Transit Area Specific Plan (TASP) Impact Fee, and the Storm Drain Fee for the Fiscal Year Ended June 30, 2023 (Staff Contact: Lauren Lai, Finance Director, 408-586-3111)
Adopted Resolution No. 9285 consistent with the Mitigation Fee Act to review and accept the annual development impact fee disclosure information for the Calaveras Blvd Widening Traffic Impact Fee, Transit Area Specific Plan Impact Fee and Storm Drain Fee for the Fiscal Year Ended June 30, 2023.

10. Adopt a Resolution Approving a Site Development Permit and PUD Amendment Permit to Develop a New One-and-a-Half Story Single-Family Residence and to Deviate from the Approved Designs, on a Vacant 1.1-acre Lot Located in the R1-H Single-family Residential Zoning District with a Hillside Combining District at 1321 Terra Vista Court (Staff Contact: Jay Lee, Planning Director, 408-586-3077)
Considered the exemption in accordance with CEQA and adopted Resolution No. 9286 approving Site Development Permit No. SD22-0013 and Planned Unit Development Amendment No. PA23-0001 to allow the development of a new single-family residence at 1321 Terra Vista Court, subject to the attached Conditions of Approval.

11. Adopt a Resolution Approving a Site Development Permit to Develop a New Two-Story, Single- Family Residence with an Attached Accessory Dwelling Unit, an In-Ground Swimming Pool, and Associated Site Improvements on a Vacant 1.3-Acre Lot Located in the R1-H Single-Family Residential Zoning District with a Hillside Combining District at 490 Vista Ridge Drive (Staff Contact: Jay Lee, Planning Director, 408-586-3077)
Considered the exemption in accordance with CEQA and adopted Resolution No. 9287 approving Site Development Permit SD23-0003 to allow development of a new single-family residence with an attached ADU, an in-ground swimming pool, and associated site improvements at 490 Vista Ridge Drive, subject to the attached Conditions of Approval.

12. Waive the Second Reading and Adopt Ordinance No. 38.854 Amending the Zoning Code Contained in Title XI, Chapter 10, Section 3.03 of the Milpitas Municipal Code to Allow a Zoning Designation Change of a Certain Parcel (APN 022-38-007) Within the Zoning Map (Staff Contact:

Jay Lee, Planning Director, 408-586-3077; and Lillian VanHua, Senior Planner, 408-586-3073) Waived the second reading and adopted Ordinance 38.854 amending the Zoning Code contained in Title XI, Chapter 10, Section 3.03 of the Milpitas Municipal Code to allow a Zoning Designation change of a Certain Parcel (APN 022-38-007), located on the west side of California Circle, from the MP Industrial Park Zoning District to the MXD Mixed Use Zoning District.

December 5, 2023 Milpitas City Council Minutes Page 5

13. Receive an Update on Storm Drain System Emergency Repairs and Improvements at Evans Road and Piedmont Creek and Determine that the Condition Continues to Constitute an Emergency (Staff Contact: Christian Di Renzo, Public Works Director, 408-586-2602) (1) Received an update on the storm drain system emergency repairs and improvements at Evans Road and Piedmont Creek (in the amount of $137,519); and (2) Determined by a four-fifths vote that the condition continues to constitute an emergency.

14. Receive an Update on the Emergency Repairs to the HVAC System and Equipment at City Hall and at the Public Works/Information Technology/Police Department Buildings (Staff Contact:

Christian DiRenzo, Public Works Director, 408-586-2602) (1) Received an update on the emergency repairs to the HVAC system and equipment at City Hall and at the Public Works/Information Technology/Police Department Buildings; and (2) Approved the termination of the emergency declaration.

15. Approve and Authorize the City Manager to Execute an Agreement with Imperial Maintenance Services, Inc. For a Five-Year Term in an Amount Not-to-Exceed $2,486,863.50 to Provide Janitorial Services for City Facilities, Subject to Annual Appropriation of Funds (Staff Contact:

Christian Di Renzo, Public Works Director, 408-586-2602) (1) Approved and authorize the City Manager to execute an agreement with Imperial Maintenance Services, Inc. for a five-year term in an amount not-to-exceed $2,486,863.50 to provide janitorial services for city facilities, subject to the annual appropriation of funds; and (2) Approved a budget amendment to appropriate $50,000.00 to the Department of Public Works FY 2023-24 Operating Budget.

LEADERSHIP AND SUPPORT SERVICES

16. Legislative Update from California State Senator Aisha Wahab (Staff Contact: Matt Cano, Deputy City Manager, 408-586-3012)
City Manager Thomas introduced the item and California State Senator Aisha Wahab gave the presentation.

There were the following public speakers:

1. Voltaire Montemayor
Mayor Montano thanked the Senator for the presentation and her service in the State Senate and the Senator responded to questions from the City Council.

17. Consider A Request from the Cities Association of Santa Clara County and Adopt a Resolution Supporting a Formal Agreement to Establish the Cities Association of Santa Clara County Joint Powers Authority (Staff Contact: Ned Thomas, City Manager, 408-586-3059) City Manager Thomas introduced the item. Cities Association of Santa Clara County Incoming Chair Los Altos Councilmember Neysa Fligor presented the report on transitioning from an unincorporated association to a JPA.

Vice Mayor Chua offered thanks for the presentation and voiced support for the JPA.

Councilmember Lien asked about the makeup of the Board of Directors. CASCC Incoming Chair Fligor provided details on representatives to the Board, Cities Selection Committee, and Legislative Action Committee.

December 5, 2023 Milpitas City Council Minutes Page 6
Mayor Montano noted the members of the executive board are elected from among the city representatives.

There were the following public speakers:

1. Voltaire Montemayor
After discussion, motion: to authorize the City Manager to execute the JPA.

Motion/Second: Mayor Montano / Vice Mayor Chua
Motion carried by the following:

AYES: Mayor Montano, Vice Mayor Chua, Councilmember Barbadillo, Councilmember Lien, Councilmember Phan
NOES: None

ANNOUNCEMENTS AND FUTURE AGENDA ITEMS
City Manager Thomas announced the award of the Land Water Conservation Fund Grant to complete the Delano Manongs Dog Park.

Mayor Montano requested adding consideration of the 20% Low Income Below Market Rate Housing to the prioritization list. There was consensus to add the item to the prioritization list (Noes: Lien).

ADJOURNMENT
Mayor Montano adjourned the meeting at: 8:49 PM.

Draft meeting minutes submitted by City Clerk, Suzanne Guzzetta

TENTATIVE CITY COUNCIL AGENDA ITEM LIST
as of 12/8/2023
January 9, 2024 – Special Meeting (5:30 PM)

CLOSED SESSION
•Labor Relations
INVOCATION (Councilmember Lien)

PRESENTATION

CONSENT CALENDAR

1. Receive City Council calendar for January 2024 (City Clerk)

2. Approve City Council Meeting minutes of December 12, 2023 (City Clerk)

3. Preview list of items for January 16, 2024 (City Clerk)

4. Councilmember Request List (City Clerk)

5. Commission Appointments (City Clerk)

6. Bicycle Lane Enhancement Project (Engineering)

7. On-Call CEQA Consultants Contracts (Planning)

COMMUNITY DEVELOPMENT

8. Citywide Traffic Study (Engineering)

LEADERSHIP AND SUPPORT SERVICES

9. Council Handbook (City Manager/City Clerk)

MILPITAS CITY COUNCIL

AGENDA ITEM REQUESTS

OPEN ITEMS
Request
No. Topic Submitted by:

Date
Requested
STATUS and/or DATE scheduled on City
Council meeting agenda:
1 Consideration of the 20% Low Income Below
Market Rate Housing Montano 12/5/2023
This item will be reviewed for potential
prioritization at the next report.

ACTIVE ITEMS
Request
No. Topic Submitted by:

Date
Requested
STATUS and/or DATE scheduled on City
Council meeting agenda:
2 Bring back Bingo and the Tour at the Senior
Center Chua 11/7/2023
This item was included in the November 14,
2023 council prioritization list as an item that
is underway as it is less than 4 hours work.
3 Referral for utility infrastructure cost on Main Street from Carlo to Corning Streets Montano 10/17/2023
This item was included in the November 14,
2023 council prioritization list as an item that
is underway as it is less than 4 hours work.
4 Graywater Rebates Program Montano 10/17/2023
This item was included in the November 14,
2023 council prioritization list as an item that
is underway as it is less than 4 hours work.
5 Consider a possible ordinance or policy regarding
solicitations at home Barbadillo 10/3/2023
This item was included in the November 14,
2023 council prioritization list as an item that
is underway as it is less than 4 hours work.
6 Discussion of what the City Council can do
regarding shoplifting Barbadillo 10/3/2023
This item was included in the November 14,
2023 council prioritization list as an item that
is underway as it is less than 4 hours work.
7 Main Street International Festival Lien 10/3/2023
Approved to move forward as part of the
November 14, 2023 Council prioritization.
8 Bring back Capital Projects that haven’t yet been
named for the Council to review and as an
overview of CIP Projects in the works Phan 9/19/2023
This item was included in the November 14,
2023 council prioritization list as an item that
is underway as it is less than 4 hours work.
9 Have the Police Chief direct staff to complete an
analysis in partnership with the County to
determine if it would be beneficial to have a
location where residents can pickup Narcan
Chua 9/5/2023
This item was included in the November 14,
2023 council prioritization list as an item that
is underway as it is less than 4 hours work.
10 Explore taking steps towards becoming a Charter
City Phan 9/5/2023
Approved to move forward as part of the
November 14, 2023 Council prioritization.
11 Look into what would be needed to convert the
unused Teen Center space at the Sports Center to
an indoor pickleball court.

Chua 8/8/2023
An update was included in the November
14th Council prioritization reprt.
12 Human Resources Director to conduct a job fair
specific to the job openings at City Hall Chua 5/2/2023 An update was included in the November
14th Council prioritization reprt.
13 Satellite Consulate Office Montano 2/28/2023
An update was included in the November
14th Council prioritization reprt.
14 Have the City look into the possibility of a Citywide Senior Discount Barbadillo 2/7/2023
An update was included in the November
14th Council prioritization reprt.
15 City Manager to look into defining either a
standalone teen center or updating information to
indicate the Senior Center also functions as a Teen
Center Chua 9/20/2022
An update was included in the November
14th Council prioritization reprt.
16 Discuss converting vacant lot that was a basketball
court into a community garden at Vasona and
Adobe Montano 8/16/2022
An update was included in the November
14th Council prioritization reprt.
17 City Manager look into implementing a workshop
for small businesses on the bidding process for
projects in the city
Chua 8/9/2022
An update was included in the November
14th Council prioritization reprt.

NOTE: Deferred and Completed Items are not listed

MILPITAS CITY COUNCIL

AGENDA ITEM REQUESTS
18 Quarterly or Monthly crime statistics on Homekey
Project Chua 6/7/2022
An update was included in the November
14th Council prioritization reprt.
19 Memorial Plaque in honor of youth skateboarder
that passed away Montano 6/7/2022
An update was included in the November
14th Council prioritization reprt.
20 Explore an ordinance or policy to reduce thefts and
increase security in the commercial retail parking
areas
Chua 4/5/2022
An update was included in the November
14th Council prioritization reprt.
21 Evaluate reopening the childcare center with a non-
profit organization running the center Montano 2/1/2022 An update was included in the November
14th Council prioritization reprt.
22 Staff to look into mural Art on Great Mall Parkway
on the VTA owned Light rail pillars Montano 11/16/2021
An update was included in the November
14th Council prioritization reprt.
23 Have a picture of Albert Vogel Sr. put up in the
Senior Center Montano 10/19/2021
An update was included in the November
14th Council prioritization reprt.
24 Include a bust of Maria Lemire on the Mural in front of the Senior Center Montano 8/17/2021
An update was included in the November
14th Council prioritization reprt.
25 Staff to create a plan on how to increase the
number of local businesses doing business with
the City Chua 4/6/2021
An update was included in the November
14th Council prioritization reprt.
26 Consider Community Museum and Park on Main
St. Phan 8/20/2019
to Rules Subcommittee 8/23/2019. Moved
to Specific Plan Community Conversation
events.

ACTIVE ITEMS
Request
No. Topic Submitted by:

Date
Requested
STATUS and/or DATE scheduled on City
Council meeting agenda:

NOTE: Deferred and Completed Items are not listed

CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Accept Commissioner Resignation (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Category: Consent Calendar-Leadership and Support Services Meeting Date: 12/12/2023
Recommendation: Accept the resignation of Peter Felix from the Parks, Recreation and Cultural Resources Commission effective January 1, 2024, and direct the City Clerk to post the notice of unscheduled vacancy.

BACKGROUND:

In accordance with the City of Milpitas Commission By-Laws adopted as Resolution No. 7702, any member or alternate member of a Commission who is no longer available to serve, must submit a resignation in writing by sending a written communication to the Mayor and the City Clerk. The written resignation must then be accepted and confirmed by City Council via action on the consent calendar at a regularly scheduled City Council meeting. Peter Felix submitted a notice of resignation from the Parks, Recreation and Cultural Resources Commission effective January 1, 2024.

ANALYSIS:

By state law, a Notice of an Unscheduled Vacancy must be posted by the City Clerk to advertise the vacant Commission seat. Final appointment to the board, commission, or committee for the Unscheduled Vacancy shall not be made by the legislative body for at least ten working days after the posting of the notice in the Clerk’s office. The notice of the unscheduled vacancy for the Parks, Recreation and Cultural Resources Commission will be posted Wednesday, December 13, 2023.

FISCAL IMPACT:

There is no fiscal impact associated with this item.

CEQA:

The action is an organizational or administrative activity of the City government that will not result in direct or indirect physical changes in the environment and is not a project pursuant to Cal. Code of Regs., tit. 14, § 15378.

RECOMMENDATION:

Accept the resignation of Peter Felix from the Parks, Recreation and Cultural Resources Commission effective January 1, 2024, and direct the City Clerk to post the notice of unscheduled vacancy.

Attachments:

Email from Parks, Recreation and Cultural Resources Commissioner Peter Felix

CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Approve Appointments to the Cities Association of Santa Clara County Joint Powers Authority (Staff Contact: Matt Cano, Deputy City Manager, 408-586-3012) Category: Consent Calendar-Leadership and Support Services Meeting Date: 12/12/2023
Recommendation: (1) Approve the appointment of Mayor Montano as board member to the Cities Association of Santa Clara County Joint Powers Authority; and (2) Approve the appointment of Vice Mayor Chua as alternate board member to the Cities Association of Santa Clara County Joint Powers Authority.

Background:

Over thirty years ago, the cities and towns in Santa Clara County (“Member Agencies”) established the Cities Association of Santa Clara County (CASCC) to improve cooperation and collaboration on issues of common interest. The intent was to consolidate and maintain the functions and purposes of the Inter-City Council, the Santa Clara County Mayor’s Conference, and the City Selection Committee for Santa Clara County. In 1990, the Member Agencies entered into an agreement to provide some structure and outline the purpose and function of the CASCC, eventually adopting bylaws and operating as an unincorporated association.

Over the past two years, the CASCC has conducted outreach and solicited input on a proposed draft Joint Powers Authority (JPA) Agreement. Following significant review and updates in response to concerns from Member Agencies, the CASCC Board approved the agreement on September 14, 2023.

To form the JPA, a formal JPA Agreement must be approved by the CASCC Board of Directors and then executed by each Member Agency that wishes to join the JPA. To date, thirteen cities in Santa Clara County have voted to support the new JPA, including the City of Milpitas, and formation of the new JPA is expected in February 2024.

Analysis:

The City of Milpitas approved entering into the JPA agreement on December 5, 2023. With the formation of the JPA, the original organization will be dissolved and new board members must be appointed to the Joint Powers Authority. As the 2023 appointees to the Cities Association of Santa Clara County, it is recommended that Mayor Carmen Montano be appointed as the City of Milpitas board member to the JPA and Vice Mayor Evelyn Chua be appointed as the alternate board member.

Fiscal Impact:

There is no fiscal impact with this item appointment of members to the CASCC JPA.

California Environmental Quality Act:

By the definition provided in the California Environmental Quality Act (CEQA) Guidelines Section 15378, this action does not qualify as a “project” for the purpose of CEQA.

Recommendation(s):
(1) Approve the appointment of Mayor Montano as board member to the Cities Association of Santa Clara County Joint Powers Authority;
(2) Approve the appointment of Vice Mayor Chua as alternate board member to the Cities Association of Santa Clara County Joint Powers Authority.

Attachment:

None

CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Approve and Authorize the City Manager to Negotiate and Execute Amendment No. 2 to the Professional Services Agreement with David J.

Powers & Associates, Inc. in the Amount of Not To Exceed $400,000 for Completing the Environmental Review pursuant to the National Environmental Policy Act (NEPA) and requirements of the California Department of Transportation Office of Local Assistance (Caltrans) for S.

Milpitas Blvd Vehicle Bridge at Penitencia Creek, Project No. 2016 (Staff Contact: Matt Cano, Deputy City Manager / Interim City Engineer, 408- 586-3012)
Category: Consent Calendar-Community Development
Meeting Date: 12/12/2023
Recommendation: Approve and authorize the City Manager to negotiate and execute Amendment No. 2 to the Professional Services Agreement with David J. Powers in the Amount of not to exceed $400,000 for completing the environmental review pursuant to the National Environmental Policy Act (NEPA) and requirements of the California Department of Transportation Office of Local Assistance (Caltrans) for S. Milpitas Blvd Vehicle Bridge at Penitencia Creek, Project No. 2016.

BACKGROUND:

The S. Milpitas Boulevard Bridge at Penitencia Creek, Project No. 2016 (“Projects”) is included in the adopted 2024-2028 Capital Improvement Program (CIP).

On April 20, 2021, the City Council authorized the City Manager to execute a Professional Services Agreement (Attachment A) with David J Powers in an amount not-to-exceed $184,785 to perform environment review of the S. Milpitas Boulevard Bridge at Penitencia (VOC) and the Pedestrian Overcrossing at Montague Expressway and Penitencia Creek Project (POC) pursuant to the California Environmental Quality Act. On June 6, 2023.

In March 2022, the VOC project was selected to receive a $3-million federal grant earmarked through the Community Project Funding/Congressionally Directed Spending. As part of the federal grant requirements, the Project will need to complete a separate environmental review process pursuant to the National Environmental Policy Act (NEPA) which will be administered by Caltrans. The additional work required under NEPA was not included in the original consultant agreement. With a funding obligation expiration date of 9/30/2025, the NEPA environmental review must begin immediately.

On January 6 2023, the City Council authorized Amendment No.1 for additional environmental review including updating the CEQA Initial Study and Mitigated Negative Declaration, completing the permitting process with regulatory agencies, and begin Caltrans’s NEPA process for the amount of $150,000 (Attachment B).

ANALYSIS:

The project is currently in design phase. Per Grant requirements, NEPA and related federal statutes will be required prior to issuing the project for bid. The level of environment study needed for the project is still unknown.

Caltrans will identify the type of environmental documents and technical studies needed for the project after

Caltrans completes the review of Project Preliminary Environmental Study (PES) and conducts the field review of the site, which anticipated to be completed by January 2024.

Staff engaged with David J Powers to obtain the cost proposal for the additional services needed to complete NEPA process. Pending on the final determination by Caltrans on the level of study required, David J Powers estimated a budget of $400,000 to complete the work with the assumption that the project is qualified for Categorical Exclusion that include the following studies:
•Natural Environment Study Minimal Impacts
•Visual Impact Assessment Memorandum
•Archaeological Survey Report
•Historic Resources Evaluation Report
•Historic Properties Survey Report
•Paleontological Investigation Report/Paleontological Evaluation Report •Noise Study Report
•Air Quality Report
•Air Quality Transportation Conformity Documentation Package •Energy Study
•Transportation data
The process can take up to 18 months. Additional studies may be needed if more higher environment study is required. Due to schedule constraint and to meet the grant obligation deadline, it is critical that the studies begins as soon as they are identified by Caltrans. Staff is asking for authority for the City Manager to negotiate and execute amendments up to an additional $400,000 in value to cover the costs of these additional studies.

POLICY ALTERNATIVE(S):

Alternative: Deny approval of the amendment no.2 and do not proceed with NEPA process for the project.

Pros: None.

Cons: As part of the federal grant funding requirement, compliance with NEPA is required and must be completed prior to the grant obligation deadline. Without meeting the deadline, the City is at risk of losing the $3 million grant.

Reason for Not Recommending: NEPA approval is required to receive the $3 million grant to supplement the overall project funding.

FISCAL IMPACT:

Sufficient funds are available in the project budgets. CIP 2016’s funding source is from Transit Area Specific Plan (TASP) Impact Fees. As of December 7, 2023, the balance in S. Milpitas Blvd. Vehicle Bridge at Penitencia CIP 2016 is $4,405,966.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA):

The environmental consultant is currently finalizing the initial study to support the adoption of a Mitigated Negative Declaration (MND) pursuant to CEQA and is planning to bring to the Council for adoption in Spring 2024.

RECOMMENDATION:

Approve and authorize the City Manager to negotiate and execute Amendment No. 2 to the Professional Services Agreement with David J. Powers in the Amount of Not To Exceed $400,000 for completing environmental review pursuant to the National Environmental Policy Act (NEPA) and requirements of the

California Department of Transportation Office of Local Assistance (Caltrans) Services for S. Milpitas Blvd Vehicle Bridge at Penitencia, Project No. 2016.

ATTACHMENT(S):

A. Original Agreement
B. Amendment No. 1 approval

CITY OF MILPITAS

AGENDA REPORT
(AR)
Item Title: Approve and Authorize the City Manager to Execute the Five-Year Software as a Service (SaaS) Agreement with Tyler Technologies for Financial System Enterprise Resource Planning (ERP) and Human Resources Information System (HRIS) (Staff Contact: Lauren Lai, Finance Director 408-586-3111; and Vicky Lien, Acting Human Resources Director 408-586-3085)
Category: Consent Calendar-Leadership and Support Services Meeting Date: 12/12/2023
Recommendation: Approve and authorize the City Manager to execute the five-year Software as a Service Agreement with Tyler Technologies for Financial System Enterprise Resource Planning (ERP) and Human Resources Information System (HRIS) for an amount not to exceed $2,123,588 and delegate authority to the City Manager for additional optional 5 years and change order authority up to 10%.

Background:

Currently, the City has an obsolete financial system with limited human resources functionality. The City utilizes Cayenta System which is 26 years old (installed in1996) and by any standard, this is considered extremely outdated. While the City implemented multiple upgrades throughout the years, the current system is obsolete, resulting in paper-intensive, manual procedures; higher risks of error; insufficient information for informed labor relations/management; insufficient reporting for fiscal management and transparency; and impacts services to the community.

On April 18, 2023, the City Council deliberated on this information system challenge and approved CIP Project 3466 Financial System Enterprise Resource Planning (ERP) and CIP Project 3467 Human Resources Information System (HRIS) in the adopted the 2024-2028 Capital Improvement Program.

In November 2022, the City entered into an agreement with Plante & Moran, PLLC (Plante Moran), a consulting firm that specializes in helping clients to perform ERP assessment. Plante Moran designed this assessment project in five phases, which includes the following:

1. Phase One: Project Management: Identify project key personnel in the City and develop detail project plan.

2. Phase Two: ERP Needs Assessment: Review City’s procedural documentation and conduct stakeholder interviews. The goal is to document and analyze the current state of the system and business processes, and to identify gaps in functionalities, inaccuracies and inefficiencies.

3. Phase Three: Request for Proposal (RFP): Based on the Needs Assessment result, Plante Moran assisted to develop a request for proposal (RFP) document for an ERP solution.

4. Phase Four: Solution Selection: Plante Moran assisted in solution selection and assisted to identify the finalist of the RFP process.

5. Phase Five: ERP contract negotiation: Plante Moran assisted with contract negotiation to achieve optimal terms and conditions for the recommended contract.

The City conducted and successfully completed the solicitation through a request for proposal (RFP) RFP 23- 078 for Enterprise Resource Planning (ERP) Services, which was published in May 2023.

Analysis:

On May 24, 2023, the City’s Purchasing Division released RFP No. 23-078 for ERP Services. The scope of work was developed working in concert with Plante Moran. The scope of work identified the core (required) and expanded (optional) components of the solution and related implementation services. The core/required application software includes the following:

1. Finance
a. Accounts Payable
b. Accounts Receivable
c. Budget
d. Cash Receipting
e. Contract Management
f. Fixed Assets
g. General Ledger
h. Grant and Project Accounting
i. Purchasing
j. Payroll
k. Time and Attendance

2. Human Resources
a. Core HR
b. Employee Benefits
c. Employee Self Service
d. Learning and Training Management
e. Performance Management
f. Personnel Actions
g. Position Control
h. Leave Management

3. General and Technical

4. Reporting, Dashboards, and Data Analytics tools

5. Any other necessary software components to support the proposed Core Application Software and solution
The expanded /optional application software includes the following:

1. Human Resources
a. Applicant Tracking
b. Onboarding/Offboarding
c. Recruiting

2. Utility Billing
a. Account Management
b. Billing
c. Cash Receipting
d. Customer Portal
e. Delinquency Processing
f. Bill Rate Management
g. Service Requests
The RFP was publicly noticed in accordance with the City’s Municipal Code, advertised on the City’s website, emailed to companies registered with the City via Procurement.OpenGov.com (the City’s eProcurement system).

Upon release, 1268 firms received notification of the RFP. Sixty-nine (69) firms downloaded the RFP documents.

Five (5) addendums were issued and forty-one (41) clarifying questions were answered by City staff. Six (6) firms responded to the RFP by the published closing date of July 13, 2023.

The RFP was evaluated and scored in three rounds of evaluation. The first round of scoring was performed by City of Milpitas Purchasing staff to review the RFP response completeness, and to confirm the RFP was submitted timely. Based on the result of the first-round scoring, the City selected the following five (5) vendors for further evaluation:

1. Avaap (Workday/SpryPoint)

2. Collaborative (Workday/SpryPoint)

3. Cayenta, A Division of Harris Computer

4. Cogsdale

5. Tyler Technologies (Tyler)
The second and third rounds of the scoring were performed by the selection committee with assistance provided by Plante Moran. The selection committee is comprised of City staff members in Finance, Human Resources, and Information Technology Departments. The second and third round of the scoring were based on the following five criteria: 1) System functionality, 2) Cost, 3) Vendor viability, 4) Implementation services and ongoing support, and 5) Technical requirement. Five (5) proposals were reviewed by the selection committee, and three (3) vendors were invited to participate in a virtual interview process. The final top two (2) vendors Tyler Technologies and Collaborative (Workday/SpryPoint) were identified as the two highest ranked submissions after round 2 scoring. They were invited to attend an in-person demonstration section. These information sessions were to gather further information regarding their proposals and offer the selection committee the opportunity to ask clarifying questions.

Round 2 Scoring: The table below shows the Round 2 (Proposal based) scores with the recommended vendors who were invited to Round 3 (On-site Demonstrations) highlighted in bold:

Enterprise
Resource Planning
Services
RFP No. 23-078
Avvap
(Workday/
Sprypoint)
Collaborative
(Workday/
Sprypoint)
Cayenta Cogsdale Tyler
Technologies
(Tyler)
Functionality 3.40 3.60 3.50 1.40 4.10
Cost 1.60 1.80 2.50 4.10 4.00
Vendor Viability 3.40 4.00 3.20 2.60 4.10
Implementation
services and
ongoing support

3.20 4.00 3.40 3.20 3.50
Technical
Requirements 4.00 4.00 1.00 2.00 5.00
Weighted Score 61.20 68.80 59.40 52.00 81.00

Round 3 Scoring: The table below shows the final scores with the recommended vendor highlighted in green:

ERP Services
RFP No. 23-078
Collaborative
(Workday/
Sprypoint)
Tyler
Technologies
Functionality 3.5 4.5
Cost 2.3 4
Vendor Viability 4 4.3
Implementation services and
ongoing support 3.8 3.8
Technical Requirements 3 4
Weighted Score 65.00 82.25
Throughout the RFP process, Tyler Technologies consistently exceled in four out of the five scoring criteria.

They are Functionality, Cost, Vendor Viability, and Technical Requirements. Tyler Technologies provides ERP support and solutions exclusively to the government marketplace since 1982. Currently, Tyler serves 65 local governments in the State of California. During the demonstration session, Tyler demonstrated a modern and configurable reporting dashboard, integrated and customizable reporting capabilities, digitized workflows and content management. Tyler offers an integrated solution for a broad portfolio of financial and human resources functions. This integrated aspect includes automated workflow to improve operational efficiency by eliminating numerous repetitive tasks. The integrated aspect will also significantly improve reporting functionality for data-driven decisions, enhance transparency and fiscal sustainability and improve customer services to the Council and Milpitas community.

Based on the proposal submitted and subsequent negotiations, staff recommends awarding a contract to Tyler Technologies. If the Council approves this contract, Tyler will begin the planning stage with the City no later than forty five (45) calendar days following agreement execution.  This ERP implementation is a two-phased project. The first phase is to implement Finance core functionalities with a target go live date in July 2025.

The second phase is to implement Human Resources/Payroll core functionalities with a target go live date in January 2026. Moreover, City staff will continue to explore utility billing solutions to improve operations and enhance customer services.

Also, effective project management and temporary staff augmentation are critical components of a successful ERP implementation and organizational change management. On behalf of the City, the project manager will work closely with City staff and Tyler team to monitor the project progress and resolve issues. Temporary staff augmentation will enable the Finance, Human Resources and Information Technology Departments to properly engage in this project to design, implement, test and train for a successful implementation, while ensuring the essential day-to-day duties are performed within these respective functions.

This Tyler contract and ERP solution will enable the City to modernize the Financial and Human Resources solutions to digitize workflows; reduce risks of error; access information for labor relations/management; access reporting for fiscal management and transparency; and especially improve the customer service experience for our community.

Policy Alternatives:

Alternative 1: Not award ERP contract to Tyler Technologies.

Pros: Fund would be not spent on this priority.

Cons: The City will continue using the current system Cayenta for the ERP solutions. Staff will continue to perform manual entry and use spreadsheets for tracking and reporting purposes. In addition, Human Resources will not have a real ERP solution to help alleviate the manual workload in order to improve processes and increase operational efficiencies.

Reason not recommended: The City will not be able to benefit from utilizing the modern system with integrated workflow and reporting capabilities. As mentioned above, Human Resources will not have a real ERP solution to help alleviate the manual workload in order to improve processes and increase operational efficiencies.

Ultimately, the City will not be able to sustain the expected level of superior customer service to our residents and employees if we do not have the technology systems to support our required workflows and workload.

Fiscal Impact:

Should Council approve this contract, the five-year SaaS agreement with Tyler Technologies for ERP and HRIS is for an amount not to exceed $2,123,588. Moreover, the City Manager may authorize the optional 5 years and change order authority up to 10%. The CIP FY23-24 Adopted Budget appropriated sufficient funding for this contract and the cost of project management.

Fiscal Summary of Contract (5-years):

One time Fee Recurring Fee Total
Total SaaS Fee $ - $ 247,754 $ 1,238,770 Total Tyler Services $ 839,380 $ - $ 839,380 Total Third-Party Hardware,
Software, Services
$ 5,338 $ 220 $ 6,438 Travel Cost $ 39,000 $ 39,000
Total Contract Cost (5 years) $ 883,718 $ 247,974 $ 2,123,588 Fiscal Summary of CIP projects:

The CIP FY23-24 Adopted Budget includes $2,950,000 for projects CIP 3466 Financial System Enterprise Resource Planning ($1,850,000) and CIP 3467 Human Resources Information System ($1,100,000). This funding will be utilized to pay for the initial one time costs, initial recurring costs, future optional/expanded applications and project management. The funding sources include: ARPA Federal Fund, Technology Replacement Fund, General Fund Technology Replace Reserve, Water and Sewer Funds and General Government CIP Fund.

Moreover, the CIP FY24-25 budget would request Council’s funding appropriation for the required temporary staff augmentation as is programmed in the City Council adopted 2024-2028 Capital Improvement Program.

Subsequent to year 3, the annual SaaS would be incorporated into the annual operating budget development.

California Environmental Quality Act:

The action is an organizational or administrative activity of the City government that will not result in direct or indirect physical changes in the environment and is not a project pursuant to Cal. Code of Regs., tit. 14, § 15378.

Recommendation:

Approve and Authorize the City Manager to Execute, with the approval of the City Attorney, the Five-Year Software as a Service Agreement with Tyler Technologies for Financial System Enterprise Resource Planning

(ERP) and Human Resources Information System (HRIS) for an amount not to exceed $2,123,588 and delegate authority to the City Manager for additional optional 5 years and change order authority up to 10% Attachments:

A. Software as a Service Agreement with Tyler Technologies B. 23-078 Bid Tab

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.
•“City” or “Client” means City of Milpitas, 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 Enterprise Permitting & Licensing labeled software, defined users mean the maximum number of named users that are authorized to use the Enterprise Permitting & Licensing labeled modules as indicated in the Investment Summary.
•“Developer” means a third party who owns the intellectual property rights to Third Party Software. •“Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. •“Effective Date” means the date by which both your and our authorized representatives have signed the Agreement.
•“Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. •“Investment Summary” means the agreed upon cost proposal for the products and services attached as Exhibit A.
•“Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current

2 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” or “Contractor” 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, 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.

3 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. For the avoidance of doubt, use by your employees shall also be construed to include your contractors performing duties ordinarily performed by employees.

Client agrees that it will ensure that any such contractors will be bound by the terms of this Agreement. Additionally, Client will provide advance notice to Tyler regarding each such contractor so that Tyler can execute a non-disclosure agreement directly with the contractor.

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. Functionality Replacement. For the duration of the five (5) year initial term of this Agreement, if a new release of the Tyler Software removes functionality that was originally provided to you, we will provide alternative means for performing the same function, at no additional cost to you beyond payment of the annual SaaS Fees.

7. SaaS Services.

6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 21. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. The scope of audit coverage varies for some Tyler Software solutions. Upon request, and, without limitation, subject to the terms of this Agreement governing Documentation and confidentiality of information, we will provide you with a summary of our compliance report(s) or its equivalent. If our SaaS Services are provided using a 3rd party data center, we will provide available compliance reports for that data

4 center.

6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center physically located within the continental United States. Tyler will not transfer Client data outside territorial limits of the United States of America without prior permission from Client. 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 are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about-us/compliance, and in the event of any change in our status, will comply with applicable notice requirements.

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.

5 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours.

3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote.

4. Personnel. We agree to maintain an adequate staff of experienced and qualified employees for timely performance of the implementation services required pursuant to this Agreement.

5. Assignment and Removal of Staff. After the Effective Date, and in coordination with the project kick-off activities identified in the Statement of Work, we will make our project staffing assignments. Upon request, we will provide you with project resumes, demonstrating relevant past project experience, for project team members that are allocated for onsite services on the project.

In the event Tyler personnel is/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 correct it. In the event the deficiency persists, we will replace that project member, upon written request. At no cost to the Client, Tyler will use best efforts to identify replacement staff within ten (10) business days, and replacement staff will otherwise be assigned following the same processes set forth above and shall have, at minimum, sufficient experience and project knowledge to provide the services required pursuant to this Agreement. Client and Tyler agree to reasonably cooperate in the event of a change in personnel, including managing the effect upon the timelines and milestones set forth in the SOW and any project plans. Tyler will use commercially reasonable efforts to maintain the consistency of project personnel.

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

7. 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. For the avoidance of doubt, this provision shall not be construed to prevent Client from invoking dispute resolution for repeated instances of a failure by Tyler to conform services to this services warranty.

8. 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

6 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. Any employee on the Client’s premises shall comply with applicable laws and regulations We agree to reasonably cooperate with you in confirming background checks for Tyler personnel providing onsite services and will rerun those checks for any such personnel who have not had a background check performed within the last two (2) years.

9. Background Checks. , All of our employees undergo criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies.

10. 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).

11. 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:

11.1 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);

11.2 provide support during our established support hours;

11.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services;

11.4 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

11.5 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, and notwithstanding any language in a Support Call Process regarding support services available after hours, 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)

7 other consulting services; or (d) support outside our normal business hours as listed in our then-current Support Call Process. Requested services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks’ advance notice.

12. Compliance with Rules and Regulations. We agree that all persons working for or on behalf of us whose duties bring them upon your premises shall obey the rules and regulations that are established by you and shall comply with the reasonable directions of your representatives in accordance with such rules and regulations. You may, at any time and solely to protect your safety and property due to the unique circumstances on the City’s property, require the removal and replacement of any of our employees if such employee disregards your policies, rules, and regulations. Any employee involved in egregious or unlawful misconduct while on Client premises shall be subject to immediate removal by the Client’s Safety Officer or local law enforcement.

13. Compliance with Federal and State Laws. Tyler, in the provision of software and services pursuant to this Agreement, shall comply with all laws, rules and regulations applicable to our performance under this Agreement in effect as of the Effective Date and those that may become effective thereafter; the software, services, and fees set forth in the Investment Summary account for the entirety of our compliance efforts based on the mutually agreed scope of the project.

14. Project Plan. Unless otherwise agreed to by the parties, within thirty (30) business days of the commencement of Phase 1 of the project, and provided you timely provide all responses for information and confirmations for such plan, we will deliver to you a detailed Project Plan for that phase that details both our and your responsibilities to accomplish the tasks set forth in the Statement of Work as well as the specific start and end dates for each activity. The Project Plan will be in sufficient detail to specify the installation, conversion, training, testing, acceptance, and live operation activities for each phase, including the planned phase go-live date. The parties understand and agree that the Project Plan(s) may be modified, as necessary, by mutual agreement and in accordance with the processes set forth in the Statement of Work.

15. Tyler Software Acceptance. The Client will use the following acceptance process for each Phase, as defined in the SOW. Client will have a maximum of a thirty (30) calendar days “Test Period” to test the System in a live production environment and report documented Defects. If there are no Defects reported during the Test Period, the Client shall issue “Acceptance.” Upon Acceptance of the last Phase of the project, Client shall also grant “Project Closure.” If Client reports a documented Defect during the Test Period, Client will notify Tyler in writing. Tyler will correct the Defect(s) or provide a mutually agreeable plan for future resolution of any Defect(s). A dispute with respect to the plan shall be addressed pursuant to the Dispute Resolution Process of this Agreement. Upon resolution of a Defect during the Test Period, Client may re- perform testing for a maximum of fifteen (15) calendar days. This procedure shall repeat until all Defects have either been resolved or the Client and Tyler, reasonably cooperating, have developed a mutually agreeable schedule for Defect resolution, at which point the Client shall issue Project Closure. The foregoing notwithstanding, the Client may request an extension of the Test Period or any fifteen (15) day retesting period as a result of city closures scheduled, work stoppages, or other unforeseen events occurring during such periods, and Tyler will not unreasonably refuse such request. The requested extension shall be reasonably equivalent to the duration of the city closure(s).

16. Video and Audio Recording. Subject to Section H (17), Tyler is willing to permit the Client to record trainings and or presentations, subject to the following conditions and requirements:

8 16.1 Client’s use of said recordings are for Client’s internal purposes only;

16.2 Client shall not disclose such recordings unless required by applicable law;

16.3 Client acknowledges that the information contained in such recordings is provided “as is” and may not accurately depict the functioning of the software for certain configurations or versions of the Tyler Software;

16.4 Client is wholly responsible for ensuring its recording, handling, and storage of such recordings conforms to applicable laws and regulations. For the avoidance of doubt, and without limiting the forgoing, Client is responsible for ensuring the confidentiality of any personally identifiable information contained in such recordings.

SECTION D – THIRD PARTY PRODUCTS

1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.

2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party Software and related documentation for internal business purposes only. Your rights to the Third Party Software will be governed by the Third Party Terms.

3. Third Party Products Warranties.

3.1 We are authorized by each Developer to grant access to the Third Party Software.

3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware.

3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products.

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

SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES

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

2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to

9 pay an invoice not disputed as described above within thirty (30) calendar days of notice of our intent to do so. For the avoidance of doubt, Tyler will not suspend services until Client’s fees are more than ninety (90) days overdue, and after Tyler has pursued commercially reasonable efforts to collect the unpaid fees.

SECTION F – TERM AND TERMINATION

1. Term. The initial term of this Agreement is equal to the number of years indicated for SaaS Services in Exhibit A, commencing on the first day of the first month following the Effective Date, unless earlier terminated as set forth below. If no duration is indicated in Exhibit A, the initial term is one (1) year. Upon expiration of the initial term, this Agreement will renew upon mutual agreement of the parties for additional one (1) year renewal terms at our then-current SaaS Fees. Client may indicate its agreement to a renewal term by timely notice of intent to renew or by timely payment of an invoice for SaaS fees for an applicable 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 sixty (60) calendar days of receiving written notice of our intent to terminate.

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

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

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

You agree not to use termination for lack of appropriations as a substitute for termination for convenience.

2.5 Service Levels. Client may elect to terminate this Agreement upon thirty (30) days notice if Actual Attainment, as defined and determined by the SLA, is lower than ninety-five and half percent (95.5%) for at least two months in any six month period.

3. Transition Services. In the event of termination by either party, Client may request that Tyler provide reasonable transition services to assist with Client’s migration to a new vendor of choice. The parties agree to work together in good faith to create a mutually agreeable scope for those services, to be provided at Tyler’s then-current pricing. Tyler will reasonably cooperate in response to reasonable requests to provide information as such is commercially and reasonably available.

4. Return of Client Data. In the event of termination or expiration of this Agreement, and upon reasonable

10 advance notice, Tyler shall promptly make all Client Data securely available to Client in the form of a copy of the database(s) hosted by Tyler or such other format as may be mutually agreed upon. Such Client Data will be provided no later than sixty (60) days prior to the date of expiration or termination, as applicable, (provided at least 10 days advance notice by Client) and again seven (7) days after date of expiration or termination, as applicable.

SECTION G – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE

1. Intellectual Property Infringement Indemnification.

1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.

1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non- licensed third parties, or your willful infringement.

1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement.

1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.

2. General Indemnification.

2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI-DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.

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.

11 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), TWO (2) TIMES THE TOTAL FEES LISTED IN THE INVESTMENT SUMMARY; OR (B) DURING ANY RENEWAL TERM, TWO (2) TIMES THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE THAT

THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF

LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION

OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2).

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 (inclusive of cyber liability) of at least $2,000,000 per claim and $2,000,000 in the aggregate; (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.

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 twenty-four (24) 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 use commercially reasonable efforts to convene as soon as possible but will do so, in any event, 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

12 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. Each party shall use best efforts to cooperate and schedule such mediation to occur within thirty (30) days of the written notice or the right to such mediation shall be waived and the parties shall be free to seek redress in a court of competent jurisdiction. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a state or federal court of competent jurisdiction in Santa Clara County, in the Northern District of California. 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.

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. 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.

13 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.

16. Client Lists. You agree that we may identify you by name in client lists. We may also identify you in marketing presentations and promotional materials after obtaining your prior written consent in each case.

17. RESERVED.

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,

14 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. RESERVED

21. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement.

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

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

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

Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Exhibit E Statement of Work

25. California Labor Code Requirements.

25.1 Proposer is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is One Thousand Dollars and Zero Cents ($1,000.00) or more, Proposer agrees to fully comply with such Prevailing Wage Laws. Proposer shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Proposer and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor

15 Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

25.2 If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Proposer and all subconsultants performing such services must be registered with the Department of Industrial Relations. Proposer shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

25.3 This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Proposer’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Proposer or any subcontractor that affect Proposer’s performance of services, including any delay, shall be Proposer’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Proposer caused delay and shall not be compensable by the City. Proposer shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Proposer or any subcontractor.

26. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California.

If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Santa Clara, State of California.

27. Wage Theft Prevention

27.1 Proposer, and any subconsultant it employs to complete work under this Agreement, shall comply with all applicable federal, state, and local wage and hour laws. Applicable laws may include, but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code and the Milpitas Minimum Wage Ordinance.

27.2 BY SIGNING THIS AGREEMENT, PROPOSER AFFIRMS THAT IT HAS DISCLOSED ANY FINAL

JUDGMENTS, DECISIONS OR ORDERS FROM A COURT OR INVESTIGATORY GOVERNMENT AGENCY, FINDING IN THE FIVE (5) YEARS PRIOR TO EXECUTING THIS AGREEMENT THAT PROPOSER OR ITS SUBCONSULTANTS HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS. PROPOSER FURTHER

AFFIRMS THAT IT OR ITS SUBCONSULTANT(S) HAS EITHER FULLY SATISFIED EACH JUDGMENT,

DECISION OR ORDER, OR, IF ANY JUDGMENT, DECISION OR ORDER HAS NOT BEEN FULLY SATISFIED,

PROPOSER AFFIRMS THAT IT OR ITS SUBCONSULTANT(S) IS CURRENTLY SATISFYING SAID JUDGMENT,

DECISION OR ORDER THROUGH A PAYMENT OR ALTERNATIVE PLAN APPROVED BY THE APPLICABLE

COURT/GOVERNMENT AGENCY AND THAT PROPOSER OR ITS SUBCONSULTANT(S) ARE IN COMPLIANCE WITH SAID PLAN AS OF THE DATE OF EXECUTING THIS AGREEMENT.

27.3 If at any time during the term of this Agreement, a court or investigatory government agency issues a final judgment, decision or order finding that Proposer or a subconsultant it employs to perform work under this Agreement has violated any applicable wage and hour law, or Proposer learns of such a judgment, decision, or order that was not previously disclosed in its bid/proposal, Proposer shall inform the City no more than fifteen (15) calendar days after the judgment, decision or order becomes final or from the date of learning of the final judgment, decision or order. Proposer or its subconsultant(s) shall, within thirty (30) calendar days after notifying the City, either (i) fully satisfy any such judgment, decision, or order and provide the City with documentary evidence of satisfying said

16 judgment, decision, or order; or (ii) provide the City documentary evidence of a payment or other alternative plan approved by the court/government agency to satisfy the judgment, decision, or order.

If the Proposer or its subconsultant is subject to a payment or other alternative plan, the Proposer or its subconsultant shall continue to submit documentary evidence every thirty (30) calendar days during the term of the Agreement demonstrating continued compliance with the plan until the judgment, decision or order has been fully satisfied.

27.4 For purposes of this Section, a "final judgment, decision, or order" refers to one for which all appeals have been exhausted or the time period to appeal has expired. Relevant investigatory government agencies include: the United States Department of Labor, the California Division of Labor Standards Enforcement, the City, or any other governmental entity or division tasked with the investigation and enforcement of wage and hour laws.

27.5 Failure to comply with any part of this Section constitutes a material breach of this Agreement.

Such breach may serve as a basis for immediate termination of this Agreement and/or any other remedies available under this Agreement and/or law.

27.6 Notice provided to the City shall be addressed to: Attention: Finance Director, 455 E. Calaveras Blvd. Milpitas, CA 95035. The Notice provisions of this Section are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the above address satisfies the notice requirements in this Section.

28. Confidentiality.

28.1. Confidential Information. "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information relating to the Disclosing Party's technology, trade secrets, know- how, business operations, plans, strategies, customers, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations. In connection with this Agreement each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party").

28.2. Exclusions. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was or is independently developed by the Receiving Party without reference or use of any Confidential Information; (d) was or is subject to disclosure pursuant to public sunshine laws including the California Public Records Act.

28.3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

28.3.1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

28.3.2. not disclose or permit access to Confidential Information other than to its representatives who:
(i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section; and (iii) are bound by written confidentiality or restricted use obligations at least as protective of the Confidential Information as the terms in this Section;

28.3.3. safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care;

17 28.3.4. ensure its Representatives' compliance with and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section.

28.4. Compelled Disclosures. If the either Party is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by law, that Party shall: (a) promptly, and prior to such disclosure, notify the other Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy; and (b) provide reasonable assistance to the Disclosing Party at the Disclosing Party’s expense in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

29. Security.

29.1. Contractor will implement commercially reasonable administrative, technical, organizational, and physical safeguards designed to ensure the security and confidentiality of City data, protect against anticipated threats or hazards to the security or integrity of City data, and protect against unauthorized access or use of City data or its accidental loss, destruction, or damage. The Contractor will review and test such safeguards on no less than an annual basis.

29.2. If a breach of security or confidentiality of personal data or personal information occurs, and it requires notification to the City’s users/customers under any state or federal law, then the City shall have sole control over the timing, content, and method of such notification provided that Contractor is given notice as soon as commercially reasonable and prior to any Contractor notification to users in order to take any steps related to mitigation. If Contractor or its subcontractors is responsible for the breach, then Contractor shall reimburse the City for its reasonable costs in providing the notification.

For the avoidance of doubt, this provision only applies to breach notifications applying only to City’s users or customers. Additionally, this provision shall not prevent Contractor from complying with applicable law.

30. Assignment and Subcontracting. The Parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience, and competence of Contractor. Assignments of any or all rights, duties or obligations of Contractor under this Agreement will be permitted only with the City’s express consent. The foregoing notwithstanding, Contractor reserves the right to assign this Agreement, without City’s consent, as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of Contractor’s assets. Contractor shall not subcontract any portion of the services to be performed under this Agreement without City’s written authorization. If City consents to such subcontract, Contractor shall be fully responsible to City for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as is otherwise required by law.

31. Audit Rights. During the Term and for five (5) years after the termination of this Contract, Proposer shall retain, and the City and its authorized representatives shall have the right to audit, examine, and make copies of, all of Proposer’s books, accounts, and other records related to this Contract and Proposer’s costs for providing goods to the City, including, but not limited to those kept by the Proposer’s agents, assigns, successors, and Subcontractors. Proposer shall have no authority to audit any of City’s systems without prior written approval from the City Manager.

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

Tyler Technologies, Inc. City of Milpitas, California
By: By:

Name: Name:

Title: Title:

Date: Date:

Address for Notices: Address for Notices:

Tyler Technologies, Inc. City of Milpitas
One Tyler Drive 455 E Calaveras Boulevard
Yarmouth, ME 04096 Milpitas, CA 95035
Attention: Chief Legal Officer Attention: ______________________________

Exhibit A
1 Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date, 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.

Tyler sales quotation follows this page.

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Exhibit A
2

Exhibit A
3

Exhibit A
4

Exhibit A
5

Exhibit A
6

Exhibit A
7

Exhibit A
8

Exhibit A
9

Exhibit A
10

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

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

1. SaaS Fees. SaaS Fees are invoiced on an annual basis, beginning on the commencement of the initial term as set forth in Section F (1) of this Agreement. Your annual SaaS fees for the initial term are payable as set at the end of this section. Upon expiration of the initial term, your annual SaaS fees will be at our then-current rates. The foregoing notwithstanding, Tyler agrees to limit increases to annual SaaS Fees for the first five renewals following the end of the initial five (5)-year term (i.e., years six through ten) as follows:
•Year 6: 3%
•Year 7: 3%
•Year 8: 5%
•Year 9: 5%
•Year 10: 5%.

Payment Due Date Payment Amount
1/1/24 $57,681
4/1/24 $57,681
7/1/24 $61,938
10/1/24 $61,938
1/1/25 $61,938
4/1/25 $61,938
7/1/25 $61,939
10/1/25 $61,939
1/1/26 $247,754
1/1/27 $247,754
1/1/28 $247,754

2. Other Tyler Software and Services.

2.1Implementation 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. Hours invoiced during a project phase may not exceed the hours allocated to phase as represented in the project plan without your advanced written consent, not to be unreasonably withheld. The foregoing

Exhibit B
2 notwithstanding, the Client may retain ten percent (10%) of the implementation and other professional fees payable for services delivered during a phase identified in the Statement of Work (a “Retention”), with such Retention to be paid sixty (60) days following the applicable phase live date. The foregoing notwithstanding, Tyler has the right to invoice Client for a Retention if the Client delays a phase live date by more than ninety (90) days and such delay is not caused by Force Majeure or Tyler’s failure to perform.

2.2Consulting 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.

2.3Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance of 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.

2.4Requested 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.

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

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

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

3. Third Party Products and Hardware.

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

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

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

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

3.5Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along

Exhibit B
3 with applicable expenses, at the rates set forth in the Investment Summary. For the avoidance of doubt, Finite Matters will invoice Client directly for any services fees for Pattern Stream.

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

4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in the Investment Summary and may be increased by Tyler upon notice of no less than ninety (90) 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, Our current Business Travel Policy is attached to this Exhibit B as Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available.

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

Exhibit B
Schedule 1
1 Exhibit B
Schedule 1
Business Travel Policy

1. Air Travel

A. Reservations & Tickets

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

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

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

B. Baggage Fees

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

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

Baggage fees for sports equipment are not reimbursable.

Exhibit B
Schedule 1
2 2. Ground Transportation

A. Private Automobile

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

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

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

C. Public Transportation

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

D. Parking & Tolls

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

3. Lodging

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

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

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

Exhibit B
Schedule 1
3 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed.

4. Meals and Incidental Expenses

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

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

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

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

Departure Day

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

Return Day

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

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

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

Breakfast 15%
Lunch 25%
Dinner 60%

B. Same Day Travel

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

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

Exhibit B
Schedule 1
4 5. Internet Access – Hotels and Airports

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

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

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

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

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

Exhibit C
1 Exhibit C

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

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

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

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

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

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

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

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

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

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

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

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

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

Client Relief Schedule
Actual Attainment Client Relief

99.99% - 99.70% Remedial action will be taken

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

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

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

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

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

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

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

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

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

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

New Year’s Day 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

Exhibit C
Schedule 1
2 support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below.

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

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

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

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

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

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

Exhibit C
Schedule 1
3 Priority
Level
Characteristics of Support
Incident Resolution Targets*
2 High
Support incident that causes (a)
repeated, consistent failure of
essential functionality affecting
more than one user or (b) loss
or corruption of data.

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

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

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

Exhibit C
Schedule 1
4 Remote Support Tool
Some support calls may require further analysis of the Client’s database, processes, or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Tyler’s support team must have the ability to quickly connect to the Client’s system and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request.

Exhibit D
1 Exhibit D
Third Party Terms
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.

DocOrigin Terms. Your use of Tyler Forms software and forms is subject to the DocOrigin End User License Agreement available for download here: https://eclipsecorp.us/eula/. By signing a Tyler Agreement or Order Form including Tyler forms software or forms, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.

Exhibit E
2 Exhibit E
Statement of Work
Statement of Work follows this page.

Exhibit E
3 City of Milpitas, CA
SOW from Tyler Technologies, Inc.
11/2/2023
Presented to:

City of Milpitas
455 E Calaveras Blvd
Milpitas, CA 95035-5411
Contact:

Katharina Howard
Email: [email protected]
1 Tyler Drive Yarmouth, Maine 04096

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Table of Contents
PART 1: EXECUTIVE SUMMARY ..............................................................................................................1

1. Project Overview.................................................................................................................................1

1.1 Introduction ........................................................................................................................................1

1.2 Project Goals .......................................................................................................................................1

1.3 Methodology.......................................................................................................................................1 PART 2: PROJECT FOUNDATION.............................................................................................................3

2. Project Governance.............................................................................................................................3

3. Project Scope Control..........................................................................................................................4

3.1 Managing Scope and Project Change..................................................................................................4

3.2 Change Control....................................................................................................................................4

3.3 Change Request Management............................................................................................................4

4. Acceptance Process.............................................................................................................................6

5. Roles and Responsibilities ...................................................................................................................6

5.1 Tyler Roles & Responsibilities .............................................................................................................6

5.1.1 Tyler Executive Manager.............................................................................................................7

5.1.2 Tyler Implementation Manager ..................................................................................................7

5.1.3 Tyler Project Manager.................................................................................................................7

5.1.4 Tyler Implementation Consultant ...............................................................................................8

5.1.5 Tyler Sales....................................................................................................................................8

5.1.6 Tyler Technical Services...............................................................................................................8

5.2 City of Milpitas Roles & Responsibilities .............................................................................................9

5.2.1 City of Milpitas Executive Sponsor ..............................................................................................9

5.2.2 City of Milpitas Steering Committee ...........................................................................................9

5.2.3 City of Milpitas Project Manager...............................................................................................10

5.2.4 City of Milpitas Functional Leads...............................................................................................11

5.2.5 City of Milpitas Power Users .....................................................................................................11

5.2.6 City of Milpitas End Users .........................................................................................................12

5.2.7 City of Milpitas Technical Lead..................................................................................................12

5.2.8 City of Milpitas Change Management Lead ..............................................................................13 PART 3: PROJECT PLAN...........................................................................................................................14

6. Project Stages ...................................................................................................................................14

6.1 Initiate and Plan ................................................................................................................................15

6.1.1 Initial Coordination....................................................................................................................15

6.1.2 Project/Phase Planning .............................................................................................................16

6.1.3 Infrastructure Planning .............................................................................................................17

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6.1.4 Stakeholder Meeting.................................................................................................................18

6.1.5 Intentionally left blank. .............................................................................................................19

6.1.6 Control Point 1: Initiate & Plan Stage Acceptance ....................................................................19

6.2 Assess & Define.................................................................................................................................20

6.2.1 Solution Orientation..................................................................................................................20

6.2.2 Current & Future State Analysis ................................................................................................20

6.2.3 Data Assessment .......................................................................................................................22

6.2.4 Conversion Assessment.............................................................................................................23

6.2.5 Intentionally left blank. .............................................................................................................24

6.2.6 Intentionally left blank. .............................................................................................................24

6.2.7 Control Point 2: Assess & Define Stage Acceptance .................................................................24

6.3 Prepare Solution................................................................................................................................24

6.3.1 Initial System Deployment ........................................................................................................24

6.3.2 Configuration ............................................................................................................................26

6.3.3 Process Refinement...................................................................................................................27

6.3.4 Conversion Delivery ..................................................................................................................28

6.3.5 Intentionally left blank. .............................................................................................................30

6.3.6 Intentionally left blank. .............................................................................................................30

6.3.7 Control Point 3: Prepare Solution Stage Acceptance ................................................................30

6.4 Production Readiness........................................................................................................................30

6.4.1 Solution Validation ....................................................................................................................30

6.4.2 Go-Live Readiness .....................................................................................................................31

6.4.3 End User Training ......................................................................................................................32

6.4.4 Control Point 4: Production Readiness Stage Acceptance ........................................................33

6.5 Production.........................................................................................................................................34

6.5.1 Go-Live ......................................................................................................................................34

6.5.2 Transition to Client Services......................................................................................................35

6.5.3 Post Go-Live Activities ...............................................................................................................36

6.5.4 Control Point 5: Production Stage Acceptance .........................................................................37

6.6 Close..................................................................................................................................................37

6.6.1 Phase Closeout ..........................................................................................................................38

6.6.2 Project Closeout ........................................................................................................................39

6.6.3 Control Point 6: Close Stage Acceptance ..................................................................................40

7. General Assumptions ........................................................................................................................40

7.1 Project ...............................................................................................................................................40

7.2 Organizational Change Management................................................................................................40

7.3 Resources and Scheduling.................................................................................................................41

7.4 Data...................................................................................................................................................41

7.5 Facilities.............................................................................................................................................42

8. Glossary ............................................................................................................................................43 PART 4: APPENDICES...............................................................................................................................46

9. Conversion ........................................................................................................................................46

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9.1 Enterprise ERP Conversion Summary................................................................................................46

9.1.1 Accounting ................................................................................................................................46

9.1.2 Accounts Payable ......................................................................................................................46

9.1.3 Contracts ...................................................................................................................................46

9.1.4 Project Accounting ....................................................................................................................47

9.1.5 Purchase Orders ........................................................................................................................47

9.1.6 Human Resources Management ...............................................................................................47

9.1.7 General Billing ...........................................................................................................................48

10. Additional Appendices...................................................................................................................49

10.1 Intentionally left blank. .....................................................................................................................49

11. Project Timeline ............................................................................................................................50

11.1 ERP Project Timeline .........................................................................................................................50

11.2 Data & Insights Project Plan..............................................................................................................50

11.3 Intentionally left blank. .....................................................................................................................50

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Part 1: Executive Summary

1.Project Overview

1.1Introduction
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.

1.2Project Goals
This Statement of Work (“SOW”) documents the methodology, implementation stages, activities, and roles and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler and the City of Milpitas (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

1.3Methodology
This is accomplished by the City of Milpitas and Tyler working as a partnership and Tyler utilizing its depth of implementation experience. While each Project is unique, all will follow Tyler’s six-stage methodology.

Each of the six stages is comprised of multiple work packages, and each work package includes a narrative description, objectives, tasks, inputs, outputs/deliverables, assumptions, and a responsibility matrix.

Tailored specifically for Tyler’s public sector clients, the project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the project methodology repeats consistently across Phases, and is scaled to meet the City of Milpitas’s complexity and organizational needs.

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The methodology adapts to both single-phase and multiple-phase projects.

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

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

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Part 2: Project Foundation

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

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

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

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3.Project Scope Control

3.1Managing 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.

3.2Change 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.

3.3Change Request Management
Should the need for a change to Project scope, schedule, and/or cost be identified during the Project, the change will be brought to the attention of the Steering Committee and an assessment of the change will occur. While such changes may result in additional costs and delays relative to the schedule, some changes may result in less cost to the City of Milpitas; for example, the City of Milpitas may decide it no

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longer needs a deliverable originally defined in the Project. The Change Request will include the following information:
▪The nature of the change.
▪A good faith estimate of the additional cost or associated savings to the City of Milpitas, if any. ▪The timetable for implementing the change.
▪The effect on and/or risk to the schedule, resource needs or resource responsibilities.

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

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

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

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

The following process will be used for accepting Deliverables and Control Points:
▪The City of Milpitas shall have ten (10) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept each Deliverable or Control Point. If the City of Milpitas does not provide acceptance or acknowledgement within ten (10) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.
▪If the City of Milpitas does not agree the Deliverable or Control Point meets requirements, the City of Milpitas shall notify Tyler project manager(s), in writing, with reasoning within ten (10) business days, or the otherwise agreed-upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable.
▪Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City of Milpitas shall then have five (5) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the City of Milpitas does not provide acceptance 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.

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

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5.1Tyler Roles & Responsibilities
Tyler assigns a project manager 45 days 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.

5.1.1Tyler Executive Manager
Tyler executive management has indirect involvement with the Project and is part of the Tyler escalation process. This team member offers additional support to the Project team and collaborates with other Tyler department managers as needed to escalate and facilitate implementation Project tasks and decisions.
▪Provides clear direction for Tyler staff on executing on the Project Deliverables to align with satisfying the City of Milpitas ’s overall organizational strategy. ▪Authorizes required Project resources.
▪Resolves all decisions and/or issues not resolved at the implementation management level as part of the escalation process.
▪Acts as the counterpart to the City of Milpitas ’s executive sponsor.

5.1.2Tyler Implementation Manager
▪Tyler implementation management has indirect involvement with the Project and is part of the Tyler escalation process. The Tyler project managers consult implementation management on issues and outstanding decisions critical to the Project. Implementation management works toward a solution with the Tyler Project Manager or with City of Milpitas 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.

5.1.3Tyler Project Manager
▪The Tyler project manager(s) provides oversight of the Project, coordination of Tyler resources between departments, coordination of third parties for interface execution, management of the Project budget and schedule, effective risk, and issue management, and is the primary point of contact for all Project related items. As requested by the City of Milpitas, the Tyler Project Manager provides regular updates to the City of Milpitas Steering Committee and other Tyler governance members. Tyler Project Manager’s role includes responsibilities in the following areas:

5.1.3.1Contract Management
▪Validates contract compliance throughout the Project.
▪Ensures Deliverables meet contract requirements.
▪Acts as primary point of contact for all contract and invoicing questions.

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▪Prepares and presents contract milestone sign-offs for acceptance by the City of Milpitas project manager(s).
▪Coordinates Change Requests, if needed, to ensure proper Scope and budgetary compliance.

5.1.3.2Planning
▪Delivers project planning documents.
▪Defines Project tasks and resource requirements.
▪Develops initial Project schedule and Project Management Plan. ▪Collaborates with the City of Milpitas project manager(s) to plan and schedule Project timelines to achieve on-time implementation.

5.1.3.3Implementation Management
▪Tightly manages Scope and budget of Project to ensure Scope changes and budget planned versus actual are transparent and handled effectively and efficiently. ▪Establishes and manages a schedule and Tyler resources that properly support the Project Schedule and are also in balance with Scope/budget.
▪Establishes risk/issue tracking/reporting process between the City of Milpitas and Tyler and proactively manages the resolution of the issues/risks with the assigned Tyler staff and City stakeholders.
▪.
▪Collaborates with the City of Milpitas ’s project manager(s) to establish key business drivers and success indicators that will help to govern Project activities and key decisions to ensure a quality outcome of the project.
▪Collaborates with the City of Milpitas ’s project manager(s) to set a routine communication plan that will aide all Project team members, of both the City of Milpitas and Tyler, in understanding the goals, objectives, status, and health of the Project. ▪Prepares for project status meetings by creating meeting agendas, status reports, and facilitating the meetings

5.1.3.4Resource 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. ▪In case of a resource replacement, will coordinate and ensure an internal knowledge transfer that will facilitate a smooth transition from one resource to another. ▪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.
▪Coordinates with City and in Scope 3rd party providers to align activities, including interface development, with ongoing Project tasks.

5.1.4Tyler Implementation Consultant
▪Completes tasks as assigned by the Tyler project manager(s).

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▪Communicates with Tyler project manager(s) regarding any issues requiring additional project activities, changes to previous actions, or that may create project risks. ▪Documents activities for services performed by Tyler.
▪Creates and delivers a site implementation report for each session delivered that captures topics covered, decisions made, issues encountered, agenda items not covered, as well as potential homework items resulting from the training session.
▪Guides the City of Milpitas through software validation process following configuration. ▪Provides recommendations on configuration and business processes to follow best practices and best utilize the Tyler software.
▪Assists during Go-Live process and provides support until the City of Milpitas transitions to Client Services.
▪Facilitates training sessions and discussions with the City of Milpitas and Tyler staff to ensure adequate discussion of the appropriate agenda topics during the allotted time. ▪Possesses in-depth understanding of functionality within the software products in the scope of their sessions.
▪Possesses an understanding of how decisions within the software products in the scope of their sessions may affect other purchased software products, or when to contact another Tyler resource to discuss these decisions.
▪May provide conversion review and error resolution assistance.

5.1.5Tyler 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.

5.1.6Tyler Technical Services
▪Maintains Tyler infrastructure requirements and design document(s). ▪Involved in system infrastructure planning/review(s).
▪Provides first installation of licensed software with initial database on servers. ▪Supports and assists the project team with technical/environmental issues/needs, such as database refreshes, upgrades, loading conversion data, amongst others ▪Deploys Tyler products.

5.2City of Milpitas Roles & Responsibilities
City of Milpitas resources will be assigned prior to the start of each Phase of the Project. One person may be assigned to multiple Project roles.

5.2.1City of Milpitas Executive Sponsor
The City of Milpitas 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

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City of Milpitas steering committee, project manager(s), and functional leads to make critical business decisions for the City of Milpitas.
▪Champions the project at the executive level to secure buy-in. ▪Authorizes required project resources.
▪Actively participates in organizational change communications.

5.2.2City of Milpitas Steering Committee
The City of Milpitas steering committee understands and supports the cultural change necessary for the Project and fosters an appreciation for the Project’s value throughout the organization. The steering committee oversees the City of Milpitas project manager and Project through participation in regular internal meetings. The City of Milpitas steering committee remains updated on all Project progress, Project decisions, and achievement of Project milestones. The City of Milpitas 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:
oCost
oScope
oSchedule
oProject Goals
oCity of Milpitas Policies
oNeeds of other client projects

5.2.3City of Milpitas Project Manager
The City of Milpitas shall assign project manager(s) prior to the start of this project with overall responsibility and authority to make decisions related to Project Scope, scheduling, and task assignment.

The City of Milpitas Project Manager should communicate decisions and commitments to the Tyler project manager(s) in a timely and efficient manner. When the City of Milpitas 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 City of Milpitas project manager(s) are responsible for reporting to the City of Milpitas steering committee and determining appropriate escalation points.

5.2.3.1Contract 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.

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5.2.3.2Planning
▪Reviews and accepts project planning documents.
▪Defines project tasks and resource requirements for the City of Milpitas 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.

5.2.3.3Implementation Management
▪Tightly manages project budget and scope.
▪Collaborates with Tyler project manager(s) to establish a process and approval matrix to ensure that scope changes and budget (planned versus actual) are transparent and handled effectively and efficiently.
▪Collaborates with Tyler project manager to establish and manage a schedule and resource plan that properly supports the project schedule as a whole and is also in balance with scope and budget.
▪Collaborates with Tyler project manager(s) to establish risk and issue tracking and reporting process between the City of Milpitas and Tyler and takes all necessary steps to proactively mitigate these items or communicate with transparency to Tyler any items that may impact the outcomes of the project.
▪Collaborates with Tyler project manager(s) to establish key business drivers and success indicators that will help to govern project activities and key decisions to ensure a quality outcome of the project.
▪Routinely communicates with both the City of Milpitas 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.

5.2.3.4Resource Management
▪Acts as liaison between project team and stakeholders. ▪Identifies and coordinates all City of Milpitas resources across all modules, phases, and activities including data conversions, forms design, hardware and software installation, reports building, and satisfying invoices.
▪Provides direction and support to project team.
▪Builds partnerships among the various stakeholders, negotiating authority to move the project forward.
▪Manages the appropriate assignment and timely completion of tasks as defined. ▪Assesses team performance and takes corrective action, if needed. ▪Provides guidance to City of Milpitas 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.

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5.2.4City of Milpitas Functional Leads
▪Makes business process change decisions under time sensitive conditions. ▪Communicates existing business processes and procedures to Tyler consultants. ▪Assists in identifying business process changes that may require escalation. ▪Contributes business process expertise for Current & Future State Analysis. ▪Identifies and includes additional subject matter experts to participate in Current & Future State Analysis.
▪Validates that necessary skills have been retained by end users. ▪Provides End Users with dedicated time to complete required homework tasks. ▪Acts as an ambassador/champion of change for the new process and provide business process change support.
▪Identifies and communicates any additional training needs or scheduling conflicts to the City of Milpitas project manager.
▪Actively participates in all aspects of the implementation, including, but not limited to, the following key activities:
oTask completion
oStakeholder Meeting
oProject Management Plan development
oSchedule development
oMaintenance and monitoring of risk register
oEscalation of issues
oCommunication with Tyler project team
oCoordination of City of Milpitas resources
oAttendance at scheduled sessions
oChange management activities
oModification specification, demonstrations, testing and approval assistance oData analysis assistance
oDecentralized end user training
oProcess testing
oSolution Validation

5.2.5City of Milpitas Power Users
▪Participate in project activities as required by the project team and project manager(s). ▪Provide subject matter expertise on the City of Milpitas business processes and requirements. ▪Act as subject matter experts and attend Current & Future State Analysis sessions as needed. ▪Attend all scheduled training sessions.
▪Participate in all required post-training processes as needed throughout project. ▪Test all application configuration to ensure it satisfies business process requirements. ▪Become application experts.
▪Participate in Solution Validation.
▪Adopt and support changed procedures.
▪Complete all deliverables by the due dates defined in the project schedule. ▪Demonstrate competency with Tyler products processing prior to Go-live. ▪Provide knowledge transfer to the City of Milpitas staff during and after implementation. ▪Participate in conversion review and validation.

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5.2.6City of Milpitas 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.

5.2.7City of Milpitas Technical Lead
▪Coordinates updates and releases with Tyler as needed. ▪Coordinates the copying of source databases to training/testing databases as needed for training days.
▪Coordinates and adds new users, printers and other peripherals as needed. ▪Validates that all users understand log-on process and have necessary permission for all training sessions.
▪Coordinates interface development for City of Milpitas third party interfaces. ▪Develops or assists in creating reports as needed.
▪Ensures on-site system meets specifications provided by Tyler. ▪Assists with software installation as needed.
▪Extracts and transmits conversion data and control reports from the City of Milpitas’s legacy system per the conversion schedule set forth in the project schedule.

5.2.7.1City of Milpitas Upgrade Coordination
▪Becomes familiar with the software upgrade process and required steps. ▪Becomes familiar with Tyler’s releases and updates.
▪Utilizes Tyler resources to stay abreast of the latest Tyler releases and updates, as well as the latest helpful tools to manage the City of Milpitas’s software upgrade process. ▪Assists with the software upgrade process during implementation. ▪Manages software upgrade activities post-implementation. ▪Manages software upgrade plan activities.
▪Coordinates software upgrade plan activities with City of Milpitas and Tyler resources. ▪Communicates changes affecting users and department stakeholders. ▪Obtains department stakeholder acceptance to upgrade production environment.

5.2.8City of Milpitas 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.

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Part 3: Project Plan

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

Work Breakdown Structure (WBS)

1. Initiate &
Plan

2. Assess &
Define

3. Prepare
Solution

4. Production
Readiness 5. Production 6. Close

1.1 Initial
Coordination

2.1 Solution
Orientation

3.1 Initial System
Deployment

4.1 Solution
Validation 5.1 Go Live 6.1 Phase Close
Out

1.2 Project/Phase
Planning

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

5.2 Transition to
Client Services

6.2 Project Close
Out

1.3 GIS Planning* 2.3 Modification
Analysis

3.3 Process
Refinement

4.3 End User
Training

5.3 Post Go Live
Activities

1.4 Infrastructure
Planning

2.4 Conversion
Assessment

3.4 Conversion
Delivery

1.5 Stakeholder
Meeting 2.5 Data Assessment 3.5 Data Delivery

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

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6.1Initiate 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.

6.1.1Initial Coordination
Prior to Project commencement, Tyler management assigns project manager(s). Additional Project resources will be assigned later in the Project as a Project schedule is developed. Tyler provides the City of Milpitas with initial Project documents used to gather names of key personnel, their functional role as it pertains to the Project, as well as any blackout dates to consider for future planning. the City of Milpitas gathers the information requested by the provided deadline ensuring preliminary planning and scheduling can be conducted moving the Project forward in a timely fashion. Internally, the Tyler Project Manager(s) coordinate with sales to ensure transfer of vital information from the sales process prior to scheduling a Project Planning Meeting with the City of Milpitas’s team. During this step, Tyler will work with the City of Milpitas to establish the date(s) for the Project and Phase Planning session.

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

STAGE 1 Initial Coordination
Tyler City of Milpitas
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
(Project Manager to be
assigned 45 days prior to start
of each phase, and resume
provided).

A R C I I I I I I
City of Milpitas project team
is assigned A I R I I I
Provide initial project
documents to the City of
Milpitas

A R C C I I

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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
Inputs Contract documents
Statement of Work
Outputs/Deliverables Working initial project documents
Project portal
Work package assumptions:
▪Project activities begin after the agreement has been fully executed.

6.1.2Project/Phase Planning
Project and Phase planning provides an opportunity to review the contract, software, data conversions and services purchased, identify applications to implement in each Phase (if applicable), and discuss implementation timeframes.

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

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

During project planning, Tyler will introduce the tools that will be used throughout the implementation.

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

STAGE 1 Project/Phase Planning
Tyler City of Milpitas

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RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
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 City of Milpitas provides acceptance of schedule based on resource availability,
project budget, and goals.

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

6.1.3Infrastructure 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 City of Milpitas to install License Software. The City of Milpitas is responsible for the installation and setup of all peripheral devices.

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

STAGE 1 Infrastructure Planning
Tyler City of Milpitas

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RACI MATRIX KEY:

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

A R C I I
Infrastructure Audit A R C I C
Inputs Initial Infrastructure Requirements
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Completed Infrastructure Requirements Delivery of Requirements Infrastructure Audit System Passes Audit Criteria

6.1.4Stakeholder Meeting
Communication of the Project planning outcomes to the City of Milpitas Project team, executives and other key stakeholders is vital to Project success. The Stakeholder meeting is a strategic activity to inform, engage, gain commitment, and instill confidence in the City of Milpitas team. During the meeting, the goals and objectives of the Project will be reviewed along with detail on Project scope, implementation methodology, roles and responsibilities, Project timeline and schedule, and keys to Project success.

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

STAGE 1 Stakeholder Meeting
Tyler City of Milpitas

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RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Create Stakeholder
Meeting Presentation I A R I I I I C I
Review Stakeholder
Meeting Presentation I C A R C
Perform Stakeholder
Meeting Presentation I A R I I I I C I I I I I I
Inputs Agreement
SOW
Project Management Plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Stakeholder Meeting Presentation
Work package assumptions:
▪None

6.1.5Intentionally left blank.

6.1.6Control Point 1: Initiate & Plan Stage Acceptance
Acceptance criteria for this stage includes completion of all criteria listed below.

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

Initiate & Plan Stage Deliverables:
▪Project Management Plan
▪Initial Project Schedule
Initiate & Plan stage acceptance criteria:
▪All stage deliverables accepted based on acceptance criteria previously defined ▪Project governance defined
▪Project portal made available to the City of Milpitas
▪Stakeholder meeting complete

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6.2Assess & Define
The Assess & Define stage will provide an opportunity to gather information related to current City of Milpitas business processes. This information will be used to identify and define business processes utilized with Tyler software. The City of Milpitas collaborates with Tyler providing complete and accurate information to Tyler staff and assisting in analysis, understanding current workflows and business processes.

6.2.1Solution Orientation
The Solution Orientation provides the Project stakeholders a high-level understanding of the solution functionality prior to beginning the current and future state analysis. The primary goal is to establish a foundation for upcoming conversations regarding the design and configuration of the solution.

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

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

STAGE 2 Solution Orientation
Tyler City of Milpitas
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

6.2.2Current & 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.

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

The City of Milpitas will adopt the existing Tyler solution wherever possible to avoid project schedule and quality risk from over customization of Tyler products. It is the City of Milpitas’s responsibility to verify that in-scope requirements are being met throughout the implementation if functional requirements are defined as part of the contract. The following guidelines will be followed when evaluating if a modification to the product is required:
▪A reasonable business process change is available.
▪Functionality exists which satisfies the requirement.
▪Configuration of the application satisfies the requirement. ▪An in-scope modification satisfies the requirement.

Requirements that are not met and not responded with a “Y” or “F” or “R” in Tyler’s Requirements response of the RFP will follow the agreed upon change control process and can have impacts on the project schedule, scope, budget, and resource availability.

STAGE 2 Current & Future State Analysis
Tyler City of Milpitas
RACI MATRIX KEY:

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

A R C C C I I I I I
Inputs City of Milpitas current state documentation
Solution Orientation completion
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables

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Documentation that describes future-state
decisions and configuration options to support
future-state decisions.

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

6.2.3Data Assessment
Given the completion of the Current & Future State Analysis, the Data Assessment will provide the implementation team the design for data delivery prior to configuration. The data Assessment will also allow the Tyler and the City of Milpitas teams to identify the data that will be configured within the Tyler System. The team will develop and map out dataset structures to ensure that data is structured in a way that allows maximum utility.

The teams will review any existing data publish and metadata standards for the City of Milpitas’s current data program to determine any necessary adjustments or configuration needs. Finally, the implementation team develops data workflows to map data from the source system(s) into the Tyler system, discussing any additional data requirements as needed.

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

STAGE 2 Data Conversion Assessment
Tyler City of Milpitas
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
Complete Data
Analysis/Mapping A R C C I C C I
Review and Scrub
Source Data C C C A R C I

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Build/Update Data
Conversion Plan R C C C I I I I
Inputs City of Milpitas Source data
City of Milpitas Source data Documentation (if available) Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data Conversion Plan built/updated (if
applicable}
City of Milpitas Acceptance of Data
Conversion Plan, if Applicable
City of Milpitas acceptance of Solution
Design Document
Work package assumptions:
▪Tyler will be provided with data from the Legacy system(s) in a mutually agreed upon format. ▪Tyler will work with the City of Milpitas representatives to identify business rules before writing the conversion.
▪City of Milpitas subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort.

6.2.4Conversion Assessment
Data Conversions are a major effort in any software implementation. Tyler’s conversion tools facilitate the predictable, repeatable conversion process that is necessary to support a successful transition to the Tyler system. The first step in this process is to perform an assessment of the existing (“legacy”) system(s), to better understand the source data, risks, and options available. Once the data has been analyzed, the plan for data conversion is completed and communicated to the appropriate stakeholders.

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

STAGE 2 Data Conversion Assessment
Tyler City of Milpitas
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

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Extract Data from
Source Systems I C A R
Review and Scrub
Source Data I I I A R C I
Build/Update Data
Conversion Plan R C C C I I I I
Inputs City of Milpitas Source data
City of Milpitas Source data Documentation (if available) Acceptance Criteria [only] for DeliverablesOutputs /
Deliverables Data Conversion Plan built/updated
that includes conversion options
chosen and due dates for each
conversion option selected.

City of Milpitas Acceptance of Data
Conversion Plan, if Applicable
Work package assumptions:
▪Tyler will be provided with data from the Legacy system(s) in a mutually agreed upon format. ▪Tyler will work with the City of Milpitas representatives to identify business rules before writing the conversion.
▪City of Milpitas subject matter experts and resources most familiar with the current data will be involved in the data conversion planning effort.

6.2.5Intentionally left blank.

6.2.6Intentionally left blank.

6.2.7Control Point 2: Assess & Define Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.

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

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

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6.3Prepare Solution
During the Prepare Solution stage, information gathered during the Initiate & Plan and Assess & Define stages will be used to install and configure the Tyler software solution. Software configuration will be validated by the City of Milpitas against future state decisions defined in previous stages and processes refined as needed to ensure business requirements are met.

6.3.1Initial System Deployment
The timely availability of the Tyler Solution is important to a successful Project implementation. The success and timeliness of subsequent work packages are contingent upon the initial system deployment of Tyler Licensed Software on an approved network and infrastructure. Delays in executing this work package can affect the project schedule.

Objectives:
▪All licensed software is installed and operational.
▪The City of Milpitas can access the software.

STAGE 3 Initial System Deployment (Hosted/SaaS)*
Tyler City of Milpitas
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
Included
Environments

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

I C A R
Tyler System
Administration
Training (if
applicable)

A R I C

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Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Licensed Software is Installed on the Server(s) Software is accessible Licensed Software is Installed on City of
Milpitas Devices (if applicable)
Software is accessible
Installation Checklist/System Document System meets prescribed checklist Infrastructure Design Document (C&J – If
Applicable)
Work package assumptions:
▪The most current available version of the Tyler Licensed Software will be installed. ▪The City of Milpitas will provide network access for Tyler modules, printers, and Internet access to all applicable City of Milpitas and Tyler Project staff.

6.3.2Configuration
The purpose of Configuration is to prepare the software product for validation.

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

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

STAGE 3 Configuration
Tyler City of Milpitas
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 City of
Milpitas configuration
tasks (where
applicable)

I C A R C

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Standard interfaces
configuration and
training (if applicable)

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

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

6.3.3Process Refinement
Tyler will educate the City of Milpitas users on how to execute processes in the system to prepare them for the validation of the software. The City of Milpitas collaborates with Tyler staff iteratively to validate software configuration options to support future state.

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

STAGE 3 Process Refinement
Tyler City of Milpitas
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

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Refine
configuration
(City of Milpitas
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 City of
Milpitas-specific
process
documentation (if
applicable)

I C A R C
Updates to
Solution
Validation testing
plan

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

Solution validation test plan
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Updated solution validation test plan
Completed City of Milpitas-specific process
documentation (completed by City of
Milpitas)
Work package assumptions:
▪None

6.3.4Conversion Delivery
The purpose of this task is to transition the City of Milpitas’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 coordination from Tyler, the City of Milpitas will review specific data elements within the system and identify / report discrepancies. Iteratively, Tyler will collaborate with the City of Milpitas 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.

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Objectives:
▪Data is ready for production (Conversion).

STAGE 3 Data Delivery & Conversion
Tyler City of Milpitas

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/cod
e mapping tool

A C R I I I
Populate data
crosswalks/cod
e mapping tool

I C C A R C
Iterations:

Conversion
Development

A C R I I
Iterations:

Deliver
converted data

A R I I I
Iterations:

Proof/Review
data and
reconcile to
source system

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

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

6.3.5Intentionally left blank.

6.3.6Intentionally left blank.

6.3.7Control 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.
▪Updated solution design document (Data & Insights only). ▪Prioritized data sets for review in Tyler system (Data & Insights only). ▪Conversion iterations and reviews complete.

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

6.4Production Readiness
Activities in the Production Readiness stage will prepare the City of Milpitas team for go-live through solution validation, the development of a detailed go-live plan and end user training. A readiness

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assessment will be conducted with the City of Milpitas to review the status of the project and the organizations readiness for go-live.

6.4.1Solution Validation
Solution Validation is the end-to-end software testing activity to ensure that the City of Milpitas verifies all aspects of the Project (hardware, configuration, business processes, etc.) are functioning properly, and validates that all features and functions per the contract have been deployed for system use.

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

STAGE 4 Solution Validation
Tyler City of Milpitas
RACI MATRIX KEY:

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

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6.4.2Go-Live Readiness
Tyler and the City of Milpitas will ensure that all requirements defined in Project planning have been completed and the Go-Live event can occur, as planned. A go-live readiness assessment will be completed identifying risks or actions items to be addressed to ensure the City of Milpitas has considered its ability to successfully Go-Live. Issues and concerns will be discussed, and mitigation options documented. Tyler and the City of Milpitas will jointly agree to move forward with transition to production. Expectations for final preparation and critical dates for the weeks leading into and during the Go-Live week will be planned in detail and communicated to Project teams.

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

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

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

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

A R C C
Inputs Future state decisions
Go-live checklist
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables

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Updated go-live checklist
Tyler go-live recommendation (readiness
assessment)
Updated Action plan and Checklist for go-live
delivered to the City of Milpitas
Work package assumptions:
▪City has signed off on the agreed upon go-live conversions ▪If applicable, two payroll parallels have matched the legacy system and the City has signed off on this as part of acceptance testing.

6.4.3End 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. City of Milpitas 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 City of Milpitas specific business process documentation. City of Milpitas-led training labs using City of Milpitas specific business process documentation if created by the City of Milpitas can be added to the regular training curriculum, enhancing the training experiences of the end users.

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

STAGE 4 End User Training
Tyler City of Milpitas
RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Update training plan A R C C I C
End User training
(Tyler-led) A R C C C I C C C
Train-the-trainer A R C C C I C
End User training (City
of Milpitas-led) C C A R I C C C
Inputs Training Plan

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List of End Users and their Roles / Job Duties
Configured Tyler System
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Train-the trainer Training City of Milpitas signoff that pilot (train-the trainer) training was delivered
Work package assumptions:
▪The City of Milpitas project team will work with Tyler to jointly develop a training curriculum that identifies the size, makeup, and subject-area of each of the training classes. ▪Tyler will work with the City of Milpitas as much as possible to provide end-user training in a manner that minimizes the impact to the daily operations of City of Milpitas departments. ▪The City of Milpitas will be responsible for training new users after go-live (exception—previously planned or regular training offerings by Tyler).

6.4.4Control Point 4: Production Readiness Stage Acceptance Acceptance criteria for this stage includes all criteria listed below. Advancement to the Production stage is dependent upon Tyler’s receipt of the stage acceptance.

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

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

6.5Production
Following end user training the production system will be fully enabled and made ready for daily operational use as of the scheduled date. Tyler and the City of Milpitas 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 City of Milpitas to verify that implementation work is concluded, post go-live activities are scheduled, and the transition to Client Services is complete for long-term operations and maintenance of the Tyler software.

6.5.1Go-Live
Following the action plan for Go-Live, defined in the Production Readiness stage, the City of Milpitas and Tyler will complete work assigned to prepare for Go-Live.

The City of Milpitas provides final data extract and Reports from the Legacy System for data conversion and Tyler executes final conversion iteration, if applicable. If defined in the action plan, the City of

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Milpitas manually enters any data added to the Legacy System after final data extract into the Tyler system.

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

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

Objectives:
▪Execute day to day processing in Tyler software.
▪City of Milpitas data available in Production environment.

STAGE 5 Go-Live
Tyler City of Milpitas
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
At minimum (one week
of pre go-live
assistance, one week of
go-live assistance
(onsite, if desired), and
one week of post- go
live assistance)

A R C C I C C I C I C
Inputs Comprehensive Action Plan for Go-Live

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Final source data (if applicable)
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Data is available in production environment City of Milpitas confirms data is available in production environment
Work package assumptions:
▪The City of Milpitas will complete activities documented in the action plan for Go-Live as scheduled.
▪External stakeholders will be available to assist in supporting the interfaces associated with the Go-Live live process.
▪The City of Milpitas business processes required for Go-Live are fully documented and tested. ▪The City of Milpitas Project team and subject matter experts are the primary point of contact for the end users when reporting issues during Go-Live.
▪The City of Milpitas Project Team and Power User’s provide business process context to the end users during Go-Live.

6.5.2Transition 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 City of Milpitas onto the Tyler Client Services team, who provides the City of Milpitas with assistance following Go-Live, officially transitioning the City of Milpitas to operations and maintenance.

Objectives:
▪Ensure no critical issues remain for the project teams to resolve. ▪Confirm proper knowledge transfer to the City of Milpitas teams for key processes and subject areas.

STAGE 5 Transition to Client Services
Tyler City of Milpitas
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 City of
Milpitas to Client
Services and review

I I A I I R I I C C C

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issue reporting and
resolution processes
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.

6.5.3Post 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 City of Milpitas
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

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Outputs /
Deliverables
Acceptance Criteria [only] for
Deliverables
Updated issues log
Work package assumptions:
▪System is being used in a live production state.

6.5.4Control 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:
▪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.

6.6Close
The Close stage signifies full implementation of all products purchased and encompassed in the Phase or Project. The City of Milpitas transitions to the next cycle of their relationship with Tyler (next Phase of implementation or long-term relationship with Tyler Client Services).

6.6.1Phase 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 City of Milpitas for systems implemented in the Phase.

Objectives:
▪Agreement from Tyler and the City of Milpitas teams that activities within this phase are complete.

STAGE 6 Phase Close Out
Tyler City of Milpitas

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RACI MATRIX KEY:

R = Responsible
A = Accountable
C = Consulted
I = Informed
Executive Manager
Implementation Manager
Project Manager
Implementation Consultant
Data Experts
Modification Services
Technical Services
Client Services
Executive Sponsor
Steering Committee
Project Manager
Functional Leads
Change Management Leads
Subject Matter Experts (Power
Users)
Department Heads
End Users
Technical Leads
Reconcile project
budget and status of
contract Deliverables

I A R I I C
Hold post phase review
meeting A R C C C C C C C C C
Release phase-
dependent Tyler
project resources

A R I I
Participants Tyler City of Milpitas
Project Leadership Project Manager
Project Manager Project Sponsor(s)
Implementation Consultants Functional Leads, Power Users, Technical Leads
Technical Consultants (Conversion, Deployment,
Development)
Client Services
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.

6.6.2Project Closeout
Completion of this work package signifies final acceptance and formal closing of the Project.

At this time the City of Milpitas may choose to begin working with Client Services to look at continuous improvement Projects, building on the completed solution.

Objectives:

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▪Confirm no critical issues remain for the project teams to resolve. ▪Determine proper knowledge transfer to the City of Milpitas teams for key processes and subject areas has occurred.
▪Verify all deliverables included in the Agreement are delivered.

STAGE 6 Project Close Out
Tyler City of Milpitas
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 City of
Milpitas and Tyler
leadership

I A R I I C
Release Tyler project
resources A R I I
Inputs Contract
Statement of Work
Outputs /
Deliverables
Acceptance Criteria [only] for Deliverables
Post Project Report City of Milpitas 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.

6.6.3Control Point 6: Close Stage Acceptance
Acceptance criteria for this Stage includes completion of all criteria listed below.

Close Stage Deliverables:
▪Post Project Report.

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Close Stage Acceptance Criteria:
▪Completed report indicating all Project deliverables and milestones have been completed.

7.General Assumptions
Tyler and the City of Milpitas 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.

7.1Project
▪Project activities will begin after the Agreement has been fully executed. ▪The City of Milpitas 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 City of Milpitas 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 City of Milpitas is responsible for making decisions based on the options available.
▪Implementation of new software may require changes to existing processes, both business and technical, requiring the City of Milpitas to make process changes. ▪The City of Milpitas is responsible for defining, documenting, and implementing their policies that result from any business process changes.

7.2Organizational Change Management
Unless otherwise contracted by Tyler, City of Milpitas is responsible for managing Organizational Change.

Impacted City of Milpitas 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 City of Milpitas resources understand the value of the change, and why they are being asked to change.

7.3Resources and Scheduling
▪City of Milpitas resources will participate in scheduled activities as assigned in the Project Schedule.
▪The City of Milpitas team will complete prerequisites prior to applicable scheduled activities.

Failure to do so may affect the schedule.
▪Tyler and the City of Milpitas will provide resources to support the efforts to complete the Project as scheduled and within the constraints of the Project budget.

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▪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 City of Milpitas 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 City of Milpitas 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 City of Milpitas will respond to information requests in a comprehensive and timely manner, in accordance with the Project Schedule.
▪The City of Milpitas 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.

7.4Data
▪Data will be converted as provided and Tyler will not create data that does not exist. ▪The City of Milpitas is responsible for the quality of legacy data and for cleaning or scrubbing erroneous legacy data.
▪Tyler will work closely with the City of Milpitas representatives to identify business rules before writing the conversion. The City of Milpitas 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).
▪Each legacy system data file submitted for conversion includes all associated records in a single approved file layout.
▪The City of Milpitas 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 City of Milpitas Project Team is responsible for reviewing the converted data and reporting issues during each iteration, with assistance from Tyler. ▪The City of Milpitas is responsible for providing or entering test data (e.g., data for training, testing interfaces, etc.)

7.5Facilities
▪The City of Milpitas will provide dedicated space for Tyler staff to work with City of Milpitas resources for both on-site and remote sessions. If Phases overlap, City of Milpitas will provide multiple training facilities to allow for independent sessions scheduling without conflict. ▪The City of Milpitas will provide staff with a location to practice what they have learned without distraction.

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8.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.

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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]
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.

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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.

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

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

Standard Software functionality that is included in the base software (off-the-shelf) package; is not customized or modified.

Statement of Work (SOW) Document which will provide supporting detail to the Agreement defining Project-specific activities, services, and Deliverables.

System The collective group of software and hardware that is used by the organization to conduct business.

Test Scripts The steps or sequence of steps that will be used to validate or confirm a piece of functionality, configuration,
enhancement, or Use Case Scenario.

Training Plan Document(s) that indicate how and when users of the system will be trained relevant to their role in the
implementation or use of the system.

Validation (or to validate) The process of testing and approving that a specific Deliverable, process, program, or product is working as expected.

Work Breakdown Structure (WBS) A hierarchical representation of a Project or Phase broken down into smaller, more manageable components.

Work Package A group of related tasks within a project.

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Part 4: Appendices

9.Conversion

9.1Enterprise ERP Conversion Summary

9.1.1Accounting

9.1.1.1Accounting - Actuals
▪Summary account balances
▪Up to 5 years

9.1.1.2Accounting - Budgets
▪Original budget, budget adjustments, revised budget summaries for accounts ▪Up to 5 years

9.1.2Accounts Payable

9.1.2.1Vendors
▪Vendor Master file including names, addresses, SSN/FID, contacts, phone numbers ▪Multiple remittance addresses
▪Year-to-date 1099 amounts

9.1.2.2Accounts 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

9.1.2.3Accounts 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

9.1.3Contracts
▪Contract header detail with many fields available to convert including fiscal year and period, vendor number, department code, description, enforcement method code, dates for award, approval, entry and expiration, retention information, user-defined type and review codes, status code, user id for entry and approver. Additional fields are also available. A balance forward contract amount is converted, if original amount is required there will be an additional charge and contracts, po’s and invoices must be converted together.

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9.1.4Project Accounting

9.1.4.1Project Accounting Master Tables
▪Segments, account strings and fund string allocation table ▪Requires the use of a Tyler provided (Chart of Accounts) spreadsheet for design and entry of the data to be converted

9.1.4.2Project Accounting - Actuals
▪Summary project ledger string balances. If linking to GL, must be converted at the same time. ▪Up to 5 years

9.1.4.3Project Accounting – Budget
▪Original project ledger budget amounts. If linking to GL, must be converted at the same time. ▪Up to 3 years

9.1.5Purchase 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. ▪Closed purchase orders detail data, up to 5 years, including line-item descriptions, quantities, amounts, etc.

9.1.6Human Resources Management

9.1.6.1HRM Employee Master Information
▪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), e-address, 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

9.1.6.2Accumulators
▪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
▪Accumulators are converted with check history and earning/deduction history as a default. No accumulator files are necessary to submit when converting history.

9.1.6.3Check 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.

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9.1.6.4Earning/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.

9.1.6.5Personnel Action History
▪A variety of Personnel actions, such as job or salary changes and dates these events occurred. ▪Up to 5 years

9.1.6.6Certifications
▪Certification area and certification type codes, certification number and effective date, expiration date, and required-by date, codes for certification level and subjects

9.1.6.7Education
▪Codes, for institution, type of degree, and area(s) of study

9.1.7General Billing

9.1.7.1Customer Master Files
▪Customer information

9.1.7.2General Billing – Recurring Invoices
▪General Billing Invoices that are sent on a regular basis ▪Header records with general information about the invoice ▪Detail records with line-specific information

9.1.7.3General Billing – Bills
▪5 years of open and closed invoices
▪General Ledger information so open invoices can be processed in Enterprise ERP

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10.Additional Appendices

10.1Change Management Services – Foundation

10.1.1 General Assumptions
•The Client will identify all stakeholders impacted by the project at the start of the project. •The Client will encourage invited staff to participate in surveys used for the Organizational Change Readiness Assessment.
•The Organizational Change Assessment data may be gathered remotely. •The Tyler Change Management Lead will use results of the Change Assessment of the Client to develop the Change Management Plan.
•A Change Management Lead will be part of the Client project team or the Client Project Manager will act in this role.
•The Client core project team will act as the Change Management Team. •The Client Change Management Lead will execute the Change Management Plan. •The Tyler Change Management Lead will not be involved in the project beyond Stage 1 – Assess and Define, unless the Client contracts for additional Change Management consulting days.

10.1.2 Roles and Responsibilities

10.1.2.1Tyler Change Management Lead
•Performs a Change Management Assessment of the Client and provides results. •Presents a Change Management Plan and related Communication strategies to Client Change Management Lead.
•Delivers Change Management Fundamentals training to Client Change Management Lead. •Delivers a Change Management coaching presentation to the Sponsor and Change Management Team.
•Trains the Client Change Management Lead in setting up and maintaining the Change Management Tracking Templates.
•Provides presentation for Client Change Management Lead to use in training Change Management concepts and methodologies to Departmental Managers. •

10.1.2.2Client Change Management Lead
•Executes Change Management Plan.
•Validates users receive timely and thorough communication regarding process changes. •Provides coaching to supervisors to prepare them to support users through the project changes.

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•Uses Change Management Guide to steer activities and communications. •Identifies the impact areas resulting from project activities and develops a plan to address them proactively using the Tyler provided Procedural Change tool. •Identifies areas of resistance and develops a plan to reinforce the change using the Tyler provided Resistance Management Guide and tool.
•Monitors post-production performance and new process adherence. •Notifies Tyler if additional Change Management assistance is needed.

10.2Change Management
The following Change Management sections follow the same implementation methodology as defined in Section 6: Project Stages. Each deliverable and acceptance criteria outlined in the Change Management section therefore becomes part of the overall Project Acceptance and Acknowledgement process for each Stage.

10.2.1 Initiate and Plan (Stage 1)
•N/A

10.2.2 Assess and Define (Stage 2)

10.2.2.1Organizational Change Readiness Assessment
Tyler Change Management Lead will use survey tools and interviews to gather information and data to understand the scope and organizational readiness for the planned implementation of the project. These surveys may be administered remotely, depending on project conditions and timing.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed

Tyler Executive Manager
Tyler Implementation Manager
Tyler Project Manager
Tyler Change Management Lead
Tyler Implementation Consultant
Tyler Data Conversion Experts
Tyler Forms & Reports Experts
Tyler Modification Programmers
Tyler Technical Support
Client Executive Sponsor
Client Steering Committee
Client Project Manager
Client Functional Leads
Client Change Management Lead
Client Power Users
Client Department Heads
Client End Users
Client Technical Leads
Client Project Toolset Coordinator
Client Change Management Team
Prepare CM
Capacity
Surveys for
Analysis

C R C C A
Take
Surveys A R R R R R R R R R R R

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Prepare and
Deliver
Assessment

A R I I I I

10.2.2.2Fundamentals Change Management Introduction
The Tyler Change Management Lead will meet and conduct presentations to the Client CM Lead, the Client Sponsor, and the Client CM Team. The Client CM Lead will also attend a change management fundamentals training session provided by the Tyler CM Lead. These presentations and the training will form the foundation and initial Change Management capacity building for the organization.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed

Tyler Executive Manager
Tyler Implementation Manager
Tyler Project Manager
Tyler Change Management Lead
Tyler Implementation Consultant
Tyler Data Conversion Experts
Tyler Forms & Reports Experts
Tyler Modification Programmers
Tyler Technical Support
Client Executive Sponsor
Client Steering Committee
Client Project Manager
Client Functional Leads
Client Change Management Lead
Client Power Users
Client Department Heads
Client End Users
Client Technical Leads
Client Project Toolset Coordinator
Client Change Management Team
Sponsor
Meeting A R R A I
CM Lead
Meeting A R A R
CM Team
Meeting A R A I R

10.2.2.3Change Management Plan Preparation
The Tyler Change Management Lead will prepare and provide to the Client CM Lead the Change Management Plan and tools templates.

RACI MATRIX KEY: R = Responsible A = Accountable C = Consulted I = Informed

Tyler Executive Manager
Tyler Implementation Manager
Tyler Project Manager
Tyler Change Management Lead
Tyler Implementation Consultant
Tyler Data Conversion Experts
Tyler Forms & Reports Experts
Tyler Modification Programmers
Tyler Technical Support
Client Executive Sponsor
Client Steering Committee
Client Project Manager
Client Functional Leads
Client Change Management Lead
Client Power Users
Client Department Heads
Client End Users
Client Technical Leads
Client Project Toolset Coordinator
Client Change Management Team

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Change
Management
Preparation

A R A I I

10.2.2.3Control Point 2: Assess & Define Stage Acceptance

10.2.2.4Assess & Define Stage Deliverables
•Organizational Change Readiness Assessment
•Objective: Determine the organizations preparedness for change activities and determine the ability of the various stakeholders impacted by the change to adopt the change and move toward the future state.
•Scope: Utilize in-person or remote surveys, interviews, and evaluation methodologies to gauge and score the readiness for change, risk of change, and sponsor positioning for the project.
•Acceptance criteria: Added to the control point for the project level Stage 2 acceptance. •Fundamentals Change Management Introduction
•Objective: Develop capacity for change within the organization by helping the organization gain an understanding of Change Management concepts and the various roles utilized to assist in successful Change Management •Scope: Provide three presentations and reference documents to different audiences; 1) Sponsor, CM Lead, and the Change Management Team, as an overview of their specific roles in Change Management.
•Acceptance criteria: Added to the control point for the project level Stage 2 acceptance. •Change Management Plan Preparation
•Objective: Deliver Change Management Plan with strategies, tactics, and best practices to address specific areas of Change Management based on the Organizational Change Readiness Assessment to the Client CM Lead for execution throughout the remainder of the project.
•Scope: Sponsor Strategy, CM Lead Strategy, Coach Strategy, Team Leads Strategy, Communication Strategy, Resistance Management Strategy, Lessons Learned Strategy, and Project Reinforcement Strategy. Sponsor Guide with a Sponsor Messaging Template.

Procedural Change Management Guide with a Process Change Tracking Template.

Resistance Management Guide with a Resistance Management Tracking Template.

Recognition and Lessons Learned Guide with a Lessons Learned Review Template. •Acceptance criteria: Added to the control point for the project level Stage 2 acceptance.

10.2.2.5Assess & Define Stage Acceptance Criteria
•
•Sponsor Role Presentation

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•Change Management Lead Role Development Presentation
•Change Management Team Coaching Presentation
•Organizational Change Readiness Assessment

10.3Interfaces in scope
The following interfaces were included in the City of Milpitas’ RFP and were identified as being available via imports/exports (using compatible file formats) or standard interfaces. Items denoted with an asterisk can only be accomplished via API’s (not currently in scope) or by way of leveraging Tyler’s Resident Access portal (currently quoted as optional).
1ACH and positive pay files
2Benefits information to/from Blue Shield
3Benefits information to/from Delta Dental
4Benefits information to/From IGOE for FSA and COBRA
5Benefits information to/from Lincoln
6Benefits information to/from Mission Square
7Budgeting information
8Budgeting information and history (if not replaced)
9Payment revenue
10Capital budgeting requests to the ERP
11Data from the ERP to KNIME to perform data analytics and reporting for workforce planning 12Data from the ERP to PowerBI to perform data analytics and data visualization 13Data from the ERP to Tableau to perform data analytics and data visualization 14Electronic signatures (DocuSign)*
15Enrollment information from the California Public Employees' Retirement System to the ERP and ERP information about new hires to CalPERS
16Fire scheduling information
17Harassment prevention training information from Trust Mineral to the ERP with enrollment/completion information back into Trust Mineral
18IT learning data/history
19Learning and training information with course information from LinkedIn into the ERP with enrollment information into LinkedIn*
20Online background checks for recruitment to report back to the ERP 21Online background checks information
22Payment information for CRW and Permits
23Pre-employment physicals and drug screens information 24Procurement information and history
25Purchasing card transaction information and receipts
26Utility billing revenue to the ERP and payment information from the ERP to the CIS (if not replaced) 27Human resources management system used for recruitment, applicant tracking, onboarding/offboarding, etc. Applicant information into the ERP and vacancy information into NeoGov (if not replaced) * 28Billing and payment data/history
29Customer consumption data/history
30Service order and work order data*

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31Online payment data/history with open receivables being sent to invoice cloud and receiving payment information and customer account information changes in the ERP* 32Utility billing revenue to the ERP and payment information from the ERP to the CIS (if not replaced)*

11.Project Timeline

11.1ERP 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 will begin the Initiate & Plan Stage activities with the City no later than forty five (45) calendar days following agreement signing .

Phase Functional
Areas
Modules Start Date Go-Live
Date
Financials ●Accounting
●Accounts Payable
●Bid Management
●Budgeting
●Capital Assets
●Cash Management
●Contract Management
●E-procurement
●Project and Grant Accounting
●Purchasing
●Accounts Receivable
●General Billing
●ACFR Statement Builder
●Cashiering
1 System Wide ●Enterprise Analytics & Reporting
oTyler Reporting Services
oMunis Office
oHUB
●Enterprise Forms Processing
●Content Manager Core
January 2024 July 2025