Agenda packet — Santee City Council, February 9, 2022 (part 2 of 2)

City staff is also proposing the implementation of a new fire inspection software, called MobileEyes, which specifically performs reoccurring fire inspections and interfaces with the EnerGov system and GIS. The City currently uses an online software called Streamline for these inspections, but the potential to bring more functionality and data into a single system would be beneficial. Tyler Technologies will be providing a more in-depth presentation to City staff on this optional component for further review prior to implementation.

All functions of EnerGov will be tied to the City’s Geographic Information System (GIS), binding all data to GIS layers, which will vastly improve the speed and accuracy of data entry, storage, and reporting capabilities. This will also provide additional online functionality for the public.

The shift to the EnerGov platform has many benefits, including a user-friendly interface. It will also bring more City functions under a single software umbrella, allowing data to be better managed, shared across many departments, and will improve data access and reporting capabilities.

The Tyler proposal is a Software as a Service (SaaS) solution, which means that Tyler will host and manage all of the software and hardware at their own facilities. The company will provide regular and ongoing support, maintenance, and upgrades to the software and hardware operating systems. Tyler backs up all system and data files and stores them in multiple secure, off-site locations. They employ fully redundant telecommunication access, electrical power, and required hardware so that the City can maintain access to the system in the event of a disaster or component failure at a Tyler hosting facility.

Implementation of the EnerGov system will start with Tyler staff working with the City to map current work processes to help identify efficiencies to be gained with use of the system. Over the course of multiple months, the project team will then develop digital workflows that translate all of the updated work processes into the EnerGov system. Tyler and City staff will build the system as designed and then begin the testing phase. After testing is complete, all City users would be trained to use the system, with the ultimate goal of going live in early to mid-2023.

PURCHASE OF BLUEBEAM SOFTWARE
The purchase of Bluebeam software is recommended to integrate with EnerGov to provide the tools needed for digital plan reviews, including online plan submittal and plan check. The application tracks all changes, comments and revisions to a submitted plan and will provide a platform where the developer and staff can review proposed changes in real time. Use of this software with the EnerGov system will improve collaboration between staff, developer and the public, while improving response times on plan check and submittals.

Staff Report
Permitting & Land Management System
February 9, 2022

Page 3 of 4 ends

PROFESSIONAL SERVICES AGREEMENT WITH SDI PRESENCE, INC FOR PROJECT

IMPLEMENTATION ASSISTANCE
With implementation of the permitting software expected to take approximately 12 months, a significant amount of staff time will be needed to develop and implement the system.

Recognizing the City’s limited staff resources at this time, staff is proposing to utilize SDI Presence, Inc. (SDI) to assist with project consulting services and implementation. SDI has public sector land management specialists with significant depth and expertise in implementing these types of projects, and has played an integral role in the current procurement process. With the proposed Professional Services Agreement, the City will be able to apply SDI consulting resources on a task-by-task basis, leveraging their expertise and assistance as needed, at a total cost not to exceed $100,000.

COST PROPOSAL
The cost of the EnerGov application includes a combination of one-time costs for data conversion, design and implementation of the system, training, as well as reoccurring annual costs for user licenses, hosting services, software maintenance and support. Additional project costs include those related to the MobileEyes fire inspection software, Bluebeam software and project implementation consultant support from SDI Presence. Following is a summary of the project costs over the proposed five-year contract term with Tyler.

This project is included in the adopted Capital Improvement Program budget with a total budgeted amount of $600,000, with funding provided by a $160,000 State SB2 Planning Grant and $440,000 by the General Fund. With previous expenditures, there is currently an available project budget of $530,015. As noted above, the one-time implementation and consultant support costs in addition to the first year of ongoing costs totals $551,285.

One Time
Costs
Description Year 1 Year 1 Year 2 Year 3 Year 4 Year 5
Tyler EnerGov Land Mgmt System 234,610$ 180,249$ 188,574$ 188,574$ 188,574$ 188,574$ Contingency (172 hours) 31,820 - - - - -
Less: Negotiated Discount - (45,093) (27,037) - - -
Tyler Estimated Travel Expenses 15,000 - - - - -
Mobile Eyes Fire Inspection 7,159 11,040 11,040 11,040 11,040 11,040 SUBTOTAL Tyler Agreement 288,589$ 146,196$ 172,577$ 199,614$ 199,614$ 199,614$ Bluebeam Software 16,500 - 4,000 4,080 4,162 4,245
SDI Presence Consulting Services 100,000 - - - - -
TOTAL 405,089$ 146,196$ 176,577$ 203,694$ 203,776$ 203,859$ Total First Year Cost 551,285$
Ongoing Costs
Staff Report
Permitting & Land Management System
February 9, 2022

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On September 8, 2021 the City Council authorized the use of $100,000 in federal American Rescue Plan Act (ARPA) funding for limited-term staffing to support the City’s information technology initiatives. Staff is proposing to utilize $21,270 of this ARPA allocation to fund a portion of the SDI Presence contract to support the City’s implementation efforts. On January 6, 2022 the U.S. Treasury released the Final Rule regarding the use of ARPA funding, and staff plans to bring forward an item for the City Council’s consideration on March 9, 2022 regarding the allocation of ARPA funds. Should the City Council decide at that time to not allocate ARPA funding to provide limited-term staffing to support the City’s information technology initiatives an appropriation from the General Fund reserve balance in the amount of $21,270 would be required.

RESOLUTION NO. _____
1 RESOLUTION AUTHORIZING THE IMPLEMENTATION OF A PERMITTING AND LAND MANAGEMENT SYSTEM, INCLUDING AUTHORIZATION TO: EXECUTE A

FIVE-YEAR AGREEMENT WITH TYLER TECHNOLOGIES FOR THE ENERGOV

LAND MANAGEMENT SYSTEM AND MOBILE EYES FIRE INSPECTION
SOFTWARE; PURCHASE BLUEBEAM SOFTWARE; EXECUTE A

PROFESSIONAL SERVICES AGREEMENT WITH SDI PRESENCE FOR
IMPLEMENTATION CONSULTING SERVICES; AND APPROPRIATE FUNDS WHEREAS, the City currently utilizes a limited capacity permit system, known as CommunityCore, in combination with manual procedures to process and track permit applications; and
WHEREAS, CommunityCore does not have the capability to accept or fully process building permit applications online; and
WHEREAS, implementation of a fully automated permitting and land management system, with the capability to submit and process permit applications online, has been a City Council priority for a number of years in order to improve delivery of services to the public; and
WHEREAS, purchase of a new permitting and land management system is included in the City’s adopted Capital Improvement Program budget with a total budgeted amount of $600,000 and a currently available project budget of $530,015; and WHEREAS, in September 2021 the City solicited a Request for Proposals (RFP) for professional services for the implementation of a Land Management System; and WHEREAS, the City received proposals from three (3) vendors; and WHEREAS, City staff ranked the EnerGov LMS by Tyler Technologies as the system to best meet the City’s needs based on a combined rating of the RFP responses and vendor demonstrations; and
WHEREAS, the EnerGov platform will support online permitting from the application and payment stages to issuance and inspection requests, and will allow the City to track and control all functions of the permitting and land management process, including entitlements, building permits, discretionary permits, and inspections, as well as code enforcement and reoccurring storm water inspections; and WHEREAS, the City will also migrate business licensing performed by the Finance Department from the current Tyler Eden program to EnerGov to improve business licensing functions and enhance online capabilities; and WHEREAS, reoccurring fire safety inspections performed by the Fire Department can also be integrated into EnerGov via a third-party platform called MobileEyes, which will bring even more functionality and data into a single system; and WHEREAS, Bluebeam software will be utilized to perform digital plan reviews and ATTACHMENT 2
RESOLUTION NO. _____
2 will be developed in coordination with EnerGov; and
WHEREAS, the implementation of the permitting system is expected to take approximately 12 months, and SDI Presence has the expertise to assist City staff in developing and implementing the system on a task-by-task as needed basis.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City Santee, California hereby authorizes the City Manager to implement a permitting and land management system, as follows:

Section 1. Authorization to execute a five-year Agreement with Tyler Technologies, Inc. for the EnerGov Land Management System and MobileEyes fire inspection platform for a total first year implementation and operating cost in the amount of $434,785, second year cost in the amount of $172,577, and cost for years three through five in the amount of $199,614 per year.

Section 2. Authorization to purchase Bluebeam software to aid in digital plan reviews in the initial amount of $16,500.

Section 3. Authorization to enter into a Professional Services Agreement with SDI Presence, Inc. for implementation consulting services for an amount not to exceed $100,000.

Section 4. Appropriation of federal American Rescue Plan Act (ARPA) monies in the amount of $21,270 (previously authorized by Council to support the City’s information technology initiatives), or appropriation from the General Fund available reserve balance if so directed, to fund a portion of the SDI Presence contract to provide project implementation assistance.

ADOPTED by the City Council of the City of Santee, California, at a Regular meeting thereof held this 9th day of February, 2022 by the following roll call vote to wit:

AYES:

NOES:

ABSENT:

APPROVED:

JOHN W. MINTO, MAYOR
ATTEST:
____

ANNETTE ORTIZ, CMC, CITY CLERK
1 SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. (“Tyler”) and the City of Santee, a California charter city (“Client”).

WHEREAS, the Client issued a Request for Proposal for Land Management System and Implementation Services dated September 10, 2021 (“RFP”) for use in its operations; WHEREAS, Tyler submitted a proposal for its EnerGov permitting and planning system in response to the RFP dated October 7, 2021 (“Tyler Response”), and has been selected to provide software products and related services on the basis of the Tyler Response;
WHEREAS, Tyler and Client have negotiated a Statement of Work to define the products and services that will be provided by Tyler pursuant to this Agreement; 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.
• “Contract Documents” means this Agreement, the Exhibits hereto, the Tyler Response (including all schedules, exhibits and responses) and the RFP. • “Client” means the City of Santee, 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, including any Modifications, to substantially conform to the functional descriptions set forth in our written proposal to you, the current Documentation, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation.
• “Defined Users” means the number of users that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in the Investment Summary. If Exhibit A contains EnerGov labeled software, defined users mean the maximum number of named users DRAFT ATTACHMENT 3
2 that are authorized to use the EnerGov labeled modules as indicated in the Investment Summary.
• “Developer” means a third party who owns the intellectual property rights to Third Party Software.
• “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • “Effective Date” means the date by which both your and our authorized representatives have signed the Agreement.
• “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, public health emergency, 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 Invoicing and Payment Policy is attached as Exhibit B.
• “Modifications” means changes to the Tyler Software that are developed by Tyler specifically for Client as described in the Statement of Work and any future mutually agreed written specifications for such modification.
• “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.
• “Phase” shall mean the particular phase/stage of implementation of the Tyler Software and professional services as set forth in the Statement of Work. • “RFP” has the meaning set forth in the Recitals.
• “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.
3 • “Third Party Services” means the third party services, if any, identified in the Investment Summary.
• “Third Party Software” means the third party software, if any, identified in the Investment Summary.
• “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Products or other parties’ products or services, as applicable, and attached or indicated at Exhibit D.
• “Tyler” means Tyler Technologies, Inc., a Delaware corporation. • “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.
• “we”, “us”, “our” and similar terms mean Tyler.
• “you” and similar terms mean Client.

SECTION B – SAAS SERVICES

1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your 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.

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

3. Ownership.

3.1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/or duration of the SaaS Services.

3.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only.

3.3 You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services. 4 4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement.

5. Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in Section C(9), below, the SLA and our then current Support Call Process.

6. SaaS Services.

6.1 Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 18. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. The scope of audit coverage varies for some Tyler Software solutions. Upon execution of a mutually agreeable Non-Disclosure Agreement (“NDA”), we will provide you with a summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which you make a written request, we will provide that same information. If our SaaS Services are provided using a 3rd party data center, we will provide available compliance reports for that data center.

6.2 You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In either event, databases containing your Data will be dedicated to you and inaccessible to our other customers.

6.3 Our Tyler data centers have fully-redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event of a data center failure, we reserve the right to employ our disaster recovery plan for resumption of the SaaS Services. In that event, we commit to a Recovery Point Objective (“RPO”) of 24 hours and a Recovery Time Objective (“RTO”) of 24 hours. RPO represents the maximum duration of time between the most recent recoverable copy of your hosted Data and subsequent data center failure. RTO represents the maximum duration of time following data center failure within which your access to the Tyler Software must be restored.

6.4 We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. We will provide you with a written or electronic record of the actions taken by us in the event that any unauthorized access to your database(s) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert 5 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/aboutus/compliance, and in the event of any change in our status, will comply with applicable notice requirements.

SECTION C – PROFESSIONAL SERVICES

1. Professional Services. We will provide you the various implementation-related services itemized in the Investment Summary and described in the Statement of Work.

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 and agreed Modifications) required for the project based on our understanding of the specifications you supplied. If additional work is required beyond the scope as described herein, or if you use or 6 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. You will not be obligated to approve additional work as a result of the failure of Tyler to perform the services in accordance with the terms of this Agreement. Additional services shall be added to the Agreement only upon mutually agreed addendum or change order in accordance with this Agreement.

4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments.

5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards and the requirements set forth in the Statement of Work. We further agree at all times to maintain an adequate staff of experienced and qualified employees for efficient performance under this Agreement. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you.

6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us.

7. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies.

8. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission).

9. Project Schedule/Acceptance Testing

9.1 The parties will develop a project schedule that details both Tyler and Client’s responsibilities, timeline for project activities, phases, milestones, and deliverables (“Project Schedule”) in connection with Tyler’s performance of the Services. The Project Schedule should be in sufficient detail to specify the deliverables, conversion, training, testing, acceptance, configuration, modification, integration, and live operation activities. The Project Schedule will comply with any agreed upon major milestones or project completion dates. 7 9.2 In an effort to ensure that smooth implementation of the Services and assist the Parties in adhering to the Project Schedule, as the same may be revised from time to time in accordance with the Statement of Work, Tyler has agreed to assign a project manager that has multiple successful implementations of the Tyler Software being implemented by Client.

9.3 Tyler Software Acceptance. The Client will use the following acceptance process for each Phase, as defined in the Statement of Work:

9.3.1 At the end of each Phase, Client will have a maximum of a thirty (30) calendar day “Test Period” to test the Tyler Software in the environment that is made available during such Phase as part of the SaaS Services and report documented Defects. If there are no Defects reported during the Test Period the Client shall issue “Phase Acceptance.” 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 have developed a mutually agreeable schedule for Defect resolution, at which point the Client shall issue Phase Acceptance.

9.3.2 Upon the completion of Phase Acceptance for all Phases set forth in the Statement of Work, Client will have a maximum of a ninety (90) calendar day “Test Period” to test the Tyler Software in live production that all Phases of the Tyler Software are functioning together as an integrated system, including any interfaces that are being provided by Tyler pursuant to the Statement of Work, and report documented Defects. If there are no Priority 1 Defects, as defined in the Support Call Process, reported during the Test Period the Client shall issue “Final Acceptance.” If Client reports a documented Priority 1 Defect during the Test Period of the live production testing, Client will notify Tyler in writing.

Tyler will correct the Priority 1 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 Priority 1 Defect during the Test Period, Client may re-perform testing for a maximum of fifteen (15) calendar days. This procedure shall repeat until all Priority 1 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 Final Acceptance. This process shall repeat for all Phases. Upon “Phase Acceptance” of the last Phase of the project and Final Acceptance, Client shall issue “Project Closure.”

10. 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:

10.1 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);

10.2 provide support during our established support hours; 8 10.3 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;

10.4 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

10.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy.

We will use all reasonable efforts to perform support services remotely. Currently, we use a third-party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain your VPN for backup connectivity purposes.

For the avoidance of doubt, SaaS Fees do not include the following services: (a) onsite support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (b) application design; (c) other consulting services; or (d) support outside our normal business hours as listed in our thencurrent Support Call Process. Requested services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks’ advance notice.

SECTION D – THIRD PARTY PRODUCTS

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

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

3. Third Party Products Warranties.

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

3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware.
9 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, including a dispute that a deliverable has met the requirements for acceptance under Section C(9), you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain sufficient detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.

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

SECTION F – TERM AND TERMINATION

1. Term. The initial term of this Agreement is five (5) years, commencing on the first day of the first month following the date Tyler makes the SaaS environment available to you, unless earlier terminated as set forth below. Upon expiration of the initial term, this Agreement will renew automatically for additional one (1) year renewal terms at our then-current SaaS Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then-current renewal term. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement.

2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E(2).

2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we 10 may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don’t cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate.

2.2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material 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 ninety (90) days or more.

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

SECTION G – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE

1. Intellectual Property Infringement Indemnification.

1.1 We will defend you, at our sole cost, 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 , 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. To the extent Tyler elects to modify the Tyler Software to make it non-infringing, Tyler acknowledges that it must continue to meet the warranty obligations set forth in this Agreement. 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, as a result of an infringement or misappropriation, a 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. 11 2. General Indemnification.

2.1 We will indemnify, defend, 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; (b) our violation of PCI-DSS requirements or a law applicable to our performance under this Agreement; or (c) our violation of the confidentiality obligations set forth in this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.

2.2 To the extent permitted by applicable law, you will indemnify, defend, and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement.

We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense.

2.3 The party that is defending a claim on behalf of the indemnified parties hereto shall have control of such defense in its reasonable discretion, provided, however, that it shall not settle such claim without a full and complete release of the indemnified party.

3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO

THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER

WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT

NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.

4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,

OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY

OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO

YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F(1), TWO (2) TIMES THE TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR (B)

DURING ANY RENEWAL TERM, THE THEN-CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS

AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM

EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE

FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G(1) AND G(2).

5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR 12 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 and $2,000,000 in the aggregate; (b) Automobile Liability of at least $1,000,000 combined single limit; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well.

We will provide you with copies of certificates of insurance following the Effective Date. Renewal certificates will be provided as close as practicable to the date the applicable policy or policies is/are renewed.

SECTION H – GENERAL TERMS AND CONDITIONS

1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then-current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum.

2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date.

3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. In the event that the parties are unable to resolve differences, and after exhausting the escalation procedures set forth herein, all disputes arising from this Agreement shall be resolved through the courts referenced in sub-section 20 below.

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. 13 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. You shall have the right to approve all subcontractors we assign, if any, to fulfill our roles and responsibilities defined in the Statement of Work. In the event any subcontractor is, in your opinion, uncooperative, inept, incompetent, or otherwise do not conform to the warranties herein, we will be given an opportunity to correct the deficiency. In the event the deficiency persists, you may request the removal of the subcontractor in question. We will work towards a mutually agreeable remedy in the event of a change in subcontractor, including managing the effect upon the timelines and milestones set forth in the Statement of Work and the Project Schedule. The replacement subcontractor will be timely assigned. Replacement subcontractor shall, at no additional cost to you, devote sufficient time to becoming familiar with the project before delivering services to you.

8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets.

9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event.

10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms.

11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement, and any 14 change in the scope of services, including pricing may only be modified by a written amendment signed by an authorized representative of each party. We will not be entitled to any fees for any work outside of the scope of this Agreement without a written amendment or change order or other written agreement by you.

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. Where formal notice is not required, the parties may communicate via electronic mail, video conference or telephonically on a day to day basis with respect to the implementation of the Agreement.

16. Advertising; Client Lists. Tyler shall not use, in its external advertising, marketing programs, or other promotional efforts, any data, pictures, or other representation of the Client unless Tyler receives specific written authorization in advance from the Client’s City Manager. However, nothing in this clause shall preclude Tyler from listing the Client on its routine client list for matters of reference.

17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties.

Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial 15 disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law.

18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your Data. In the event we detect malware or other conditions associated with your Data that are reasonably suspected of putting Tyler resources or other Tyler clients’ data at risk, we reserve the absolute right to move your Data from its location within a multi-tenancy Tyler hosted environment to an isolated “quarantined” environment without advance notice. Your Data will remain in such quarantine for a period of at least six (6) months during which time we will review the Data, and all traffic associated with the Data, for signs of malware or other similar issues. If no issues are detected through such reviews during the six (6) month period of quarantine, we will coordinate with you the restoration of your Data to a non-quarantined environment. In the event your Data must remain in quarantine beyond this six (6) month period through no fault of Tyler’s, we reserve the right to require payment of additional fees for the extended duration of quarantine. We will provide an estimate of what those costs will be upon your request.

19. Business License. We will be responsible for obtaining any licenses or approvals necessary to do business in the State of California. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license.

20. Governing Law & Compliance with Laws, Rules, and Regulations. a. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its rules on conflicts of law. The venue for any action brought to enforce the terms of this Agreement will be brought in the Superior Court of the County of San Diego, State of California or the Federal District Court for the Southern District of California, California, as appropriate. b. We will comply with applicable laws, rules and regulations in effect as of the Effective Date, and the software, services, and fees set forth in the Investment Summary account for those compliance efforts based on the mutually agreed scope of the project. In the event any applicable laws, rules or regulations change or are created after the Effective Date, and we determine that compliance will create additional work for us not provided for in this Agreement, Section C(3) will apply. The change order may itemize a one-time cost for compliance, or may set forth a commensurate adjustment to your ongoing SaaS fees. We also reserve the right to negotiate with you an adjustment to other terms and conditions in the Agreement that are impacted by the change in applicable law, rule or regulation, your consent to such adjustment not to be unreasonably withheld.

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

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

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

Your rights, and the rights of any of your end users, to use Tyler’s Socrata SaaS Services Terms of Services, available at https://www.tylertech.com/terms/socrata-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. Survival. All duties and responsibilities of any party that, either expressly or by their nature, extend into the future, shall extend beyond and survive the end of the contract term or cancellation of this Agreement.

25. Non-Collusion. Tyler hereby represents and agrees that it has in no way entered into any contingent fee arrangement with any firm, employee of the Client, or other person or entity concerning the obtaining of this Agreement. In addition, Tyler agrees that a duly authorized Tyler representative will sign a non-collusion affidavit, in a form acceptable to Client that Tyler has not received from Client any incentive or special payments, or considerations not related to the provision of the software and services described in this Agreement.

26. Conflict of Interest. Tyler shall not knowingly employ as a director, officer, employee, agent, or subcontractor any elected or appointed official of the Client or any member of his/her immediate family.

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

Exhibit A Investment Summary
Schedule 1: Optional MobileEyes Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Schedule 1: Hyperlinked Terms
Schedule 2: DocOrigin Terms
Schedule 3: MobileEyes Third Party Terms
Exhibit E Statement of Work
17 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 Santee, CA
By: By:

Name: Name:

Title: Title:

Date: Date:

Address for Notices: Address for Notices:

Tyler Technologies, Inc. City of Santee
One Tyler Drive 10601 N Magnolia Ave
Yarmouth, ME 04096 Santee, CA 92071
Attention: Chief Legal Officer Attention: City Manager
With a Copy to:

Shawn Hagerty
Best Best & Krieger LLP
655 W. Broadway, Suite 1500
San Diego, CA 92101
60139.00001\34800243.2
02/03/22
Exhibit A
1 Exhibit A
Schedules 1, 2 and 3
Investment Summaries
The following Investment Summaries detail the software and services to be delivered by us to you under the Agreement. This Investment Summaries are effective 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 any conflict between any comments in the Investment Summaries and the terms of the Agreement, the terms of the Agreement shall govern.

Schedule 1: Year 1
Schedule 2: Year 2
Schedule 3: Years 3-5

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
2021-292274-H2Y8S9 Page 1
Quoted By: Christina Young
Quote Expiration: 05/14/22
Quote Name: Santee-ERP-EnerGov Comm Dev
Quote Description: EnerGov - Year One (1) 25%
Discount SaaS
Saas Term 1.00
Sales Quotation For:

City of Santee
10601 N Magnolia Ave
Santee CA 92071-1222
Phone: +1 (619) 258-4100
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Civic Services
EnerGov Business Management Suite 16 200 $ 28,400
EnerGov Citizen Self Service - Business Management 1 24 $ 9,437 EnerGov Citizen Self Service - Community Development 1 24 $ 7,077 EnerGov Community Development Suite 43 288 $ 57,276
EnerGov Core Foundation Bundle 1 16 $ 1,997
EnerGov Decision Engine 1 8 $ 8,700
EnerGov e-Reviews 1 80 $ 10,126
EnerGov iG Workforce Apps 20 16 $ 8,880
EnerGov Report Toolkit 1 0 $ 2,022
EnerGov View Only License 5 0 $ 1,760
MyCivic Bundle 1 56 $ 10,000
Tyler GIS - Per Named User 52 0 $ 11,544
Document Management
Tyler Content Manager SE 1 32 $ 6,000
Data Insights
SCHEDULE 1
2021-292274-H2Y8S9 Page 2
EnerGov Advanced Automation Bundle w Executive Insights 1 16 $ 17,030 Sub-Total: $ 180,249
Less Discount: $ 45,093
TOTAL 760 $ 135,156
Professional Services
Description Quantity Unit Price Extended Price Maintenance Contingency Hours - To Be Used at City's Discretion 172 $ 185 $ 31,820 $ 0 Data and Reporting - Onsite Hours 16 $ 210 $ 3,360 $ 0
Data and Reporting - Remote 48 $ 185 $ 8,880 $ 0
EnerGov Business Management Forms Library (6 Forms) 1 $ 5,100 $ 5,100 $ 0 EnerGov Community Development Forms Library (5 Forms) 1 $ 5,100 $ 5,100 $ 0 Foundation Change Management 64 $ 240 $ 15,360 $ 0
Project Management 104 $ 185 $ 19,240 $ 0
Conversions $ 25,850 $ 0
Onsite Implementation 208 $ 210 $ 43,680 $ 0
Remote Implementation 584 $ 185 $ 108,040 $ 0
TOTAL $ 266,430 $ 0
Summary One Time Fees Recurring Fees
Total Tyler Software $ 0 $ 0
Total Annual $ 0 $ 135,156
Total Tyler Services $ 266,430 $ 0
Total Third-Party Hardware, Software, Services $ 0 $ 0
Summary Total $ 266,430 $ 135,156
Contract Total $ 401,586
2021-292274-H2Y8S9 Page 3
Estimated Travel Expenses excl in Contract Total $ 15,000 Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.

Customer Approval: Date:

Print Name: P.O.#:

All Primary values quoted in US Dollars
Detailed Breakdown of Conversions (Included in Summary Total) Description Qty Unit Price Unit Discount Extended Price Additional
EnerGov Business Management 1 $ 9,400 $ 0 $ 9,400
EnerGov Community Development
EnerGov Community Development Conversion 1 $ 16,450 $ 0 $ 16,450 TOTAL $ 25,850
Optional Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Civic Services
Additional 5 Licenses ($1332/Per) 5 0 $ 6,660
TOTAL: 0 $ 6,660
Optional Professional Services
2021-292274-H2Y8S9 Page 4
Description Quantity Unit Price Extended Price Maintenance Conversion $ 16,450 $ 0
TOTAL $ 16,450 $ 0
Optional Conversion Details (Prices Reflected Above)
Description Quantity Unit Price Discount Total
Additional
Cost is "Per Conversion Each Additional Data Source 1 $ 16,450 $ 0 $ 16,450 TOTAL $ 16,450
Tyler Annual Discount Detail (Excludes Optional Products) Description Annual Fee
Annual Fee
Discount Annual Fee Net
Civic Services
EnerGov Business Management Suite $ 28,400 $ 7,104 $ 21,296 EnerGov Citizen Self Service - Business Management $ 9,437 $ 2,359 $ 7,078 EnerGov Citizen Self Service - Community Development $ 7,077 $ 1,769 $ 5,308 EnerGov Community Development Suite $ 57,276 $ 14,319 $ 42,957 EnerGov Core Foundation Bundle $ 1,997 $ 499 $ 1,498
EnerGov Decision Engine $ 8,700 $ 2,175 $ 6,525
EnerGov e-Reviews $ 10,126 $ 2,532 $ 7,594
EnerGov iG Workforce Apps $ 8,880 $ 2,220 $ 6,660
EnerGov Report Toolkit $ 2,022 $ 506 $ 1,516
EnerGov View Only License $ 1,760 $ 440 $ 1,320
MyCivic Bundle $ 10,000 $ 2,500 $ 7,500
Tyler GIS - Per Named User $ 11,544 $ 2,912 $ 8,632
Data Insights
EnerGov Advanced Automation Bundle w Executive Insights $ 17,030 $ 4,258 $ 12,772 Document Management
2021-292274-H2Y8S9 Page 5
Tyler Content Manager SE $ 6,000 $ 1,500 $ 4,500
TOTAL $ 180,249 $ 45,093 $ 135,156
2021-292274-H2Y8S9 Page 6
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.
• Fees for services included in this sales quotation shall be invoiced as indicated below. • Implementation and other professional services fees shall be invoiced as delivered. • Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. • Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.

Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
• If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. • Notwithstanding anything to the contrary stated above, the following payment terms shall apply to services fees specifically for migrations:

Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement. • Expenses associated with onsite services are invoiced as incurred. 2021-292274-H2Y8S9 Page 7
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.

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

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

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

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

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

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

EnerGov Business Management: Tyler leads and owns the "Assess and Define" and "Configuration" of 2 unique business transactions, 2 template business transactions, 2 geo-rules and 2 automation events. Configuration elements beyond this will be owned by the client.

EnerGov Community Development: Tyler leads and owns the "Assess and Define" and "Configuration" 4 unique business transactions, 4 template business transactions, 2 geo-rules and 2 automation events. Configuration elements beyond this will be owned by the client.

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

Business Management Forms Library Includes: 1 Licensing - Business License, 1 Licensing - Business License Renewal, 1 Licensing - Business License Delinquent, 1 Licensing - Profession License, 1 Licensing - Profession License Renewal, 1 Licensing Profession License Delinquent.

Community Development Forms Library Includes: standard Permits - Building, standard Permits - Trade, standard Planning - Certificate, standard Permits - Occupancy/Completion, standard Code - Violation Notice. 2021-292274-H2Y8S9 Page 8
Standard Project Management responsibilities include project plan creation, initial stakeholder presentation, bi-weekly status calls, updating of project plan task statuses, and go-live planning activities.

In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler applications only. If Client wishes to use Tyler Content Manager software with non-Tyler applications, Client must purchase or upgrade to Tyler Content Manager Enterprise Edition. 2021-292274-H2Y8S9 Page 1
Quoted By: Christina Young
Quote Expiration: 05/14/22
Quote Name: Santee-ERP-EnerGov Comm Dev
Quote Description: EnerGov - Year Two (2) 15%
Discount SaaS
Saas Term 1.00
Sales Quotation For:

Customer Approval: Date:

Print Name: P.O.#:

All Primary values quoted in US Dollars
2021-292274-H2Y8S9 Page 3
Tyler Annual Discount Detail (Excludes Optional Products) Description Annual Fee
Annual Fee
Discount Annual Fee Net
Data Insights
EnerGov Advanced Automation Bundle w Executive Insights $ 17,030 $ 2,555 $ 14,475 Document Management
Tyler Content Manager SE $ 6,000 $ 900 $ 5,100
Civic Services
EnerGov Business Management Suite $ 28,400 $ 4,256 $ 24,144 EnerGov Citizen Self Service - Business Management $ 9,437 $ 1,416 $ 8,021 EnerGov Citizen Self Service - Community Development $ 7,077 $ 1,062 $ 6,015 EnerGov Community Development Suite $ 57,276 $ 8,600 $ 48,676 EnerGov Core Foundation Bundle $ 1,997 $ 300 $ 1,697
EnerGov Decision Engine $ 8,700 $ 1,305 $ 7,395
EnerGov e-Reviews $ 10,126 $ 1,519 $ 8,607
EnerGov iG Workforce Apps $ 8,880 $ 1,340 $ 7,540
EnerGov Report Toolkit $ 2,022 $ 303 $ 1,719
EnerGov View Only License $ 1,760 $ 265 $ 1,495
MyCivic Bundle $ 10,000 $ 1,500 $ 8,500
Tyler GIS - Per Named User $ 11,544 $ 1,716 $ 9,828
Recurring Services
PACE 6 $ 8,325 $ 0 $ 8,325
TOTAL $ 188,574 $ 27,037 $ 161,537
2021-292274-H2Y8S9 Page 4
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.
• Fees for services included in this sales quotation shall be invoiced as indicated below. • Implementation and other professional services fees shall be invoiced as delivered. • Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. • Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.

Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement. • Expenses associated with onsite services are invoiced as incurred. 2021-292274-H2Y8S9 Page 5
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.

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

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

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

Pace 6: Includes 6 PACE days and 3 passes to Tyler Connect annually, along with one Investment assessment for every three years of PACE services purchased. PACE sessions must be scheduled in 3-day increments, and the client will be responsible for all travel costs incurred. The first annual term for PACE commences on the 1st day of the month following the date of the client's signature on the applicable sales quotation, amendment, or purchase order. Upon expiration of the first annual term, the term will renew automatically for an additional one (1) year term at the current rate plus the client's contracted annual maintenance increase percentage unless terminated in writing by either party at least thirty (30) days prior to the end of the term. PACE days may only be utilized on live modules. Tyler Connect passes for the current year are available to clients with a cycle start date on or before 03/01. Clients with a cycle start date of 04/01 or later will be eligible for Tyler Connect passes the following year. PACE Days, Investment Assessments, and Tyler Connect passes expire at the conclusion of the term. No credit will be granted for unused days, assessments, or passes. 2021-292274-H2Y8S9 Page 6
In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler applications only. If Client wishes to use Tyler Content Manager software with non-Tyler applications, Client must purchase or upgrade to Tyler Content Manager Enterprise Edition. 2021-292274-H2Y8S9 Page 1
Quoted By: Christina Young
Quote Expiration: 05/14/22
Quote Name: Santee-ERP-EnerGov Comm Dev
Quote Description: EnerGov -Years 3-5 SaaS
Saas Term 3.00
Sales Quotation For:

City of Santee
10601 N Magnolia Ave
Santee CA 92071-1222
Phone: +1 (619) 258-4100
Tyler SaaS and Related Services
Description Qty Imp. Hours Annual Fee
Civic Services
EnerGov Business Management Suite 16 0 $ 28,400
EnerGov Citizen Self Service - Business Management 1 0 $ 9,437 EnerGov Citizen Self Service - Community Development 1 0 $ 7,077 EnerGov Community Development Suite 43 0 $ 57,276
EnerGov Core Foundation Bundle 1 0 $ 1,997
EnerGov Decision Engine 1 0 $ 8,700
EnerGov e-Reviews 1 0 $ 10,126
EnerGov iG Workforce Apps 20 0 $ 8,880
EnerGov Report Toolkit 1 0 $ 2,022
EnerGov View Only License 5 0 $ 1,760
MyCivic Bundle 1 0 $ 10,000
Tyler GIS - Per Named User 52 0 $ 11,544
Document Management
Tyler Content Manager SE 1 0 $ 6,000
Data Insights
EnerGov Advanced Automation Bundle w Executive Insights 1 0 $ 17,030 SCHEDULE 3
2021-292274-H2Y8S9 Page 2
Recurring Services
PACE 6 1 0 $ 8,325
TOTAL 0 $ 188,574
Professional Services
Description Quantity Unit Price Extended Price Maintenance Investment Assessment - PACE 3 $ 0 $ 0 $ 0
TOTAL $ 0 $ 0
Summary One Time Fees Recurring Fees
Total Tyler Software $ 0 $ 0
Total Annual $ 0 $ 188,574
Total Tyler Services $ 0 $ 0
Total Third-Party Hardware, Software, Services $ 0 $ 0
Summary Total $ 0 $ 188,574
Contract Total $ 565,722
Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.

Customer Approval: Date:

Print Name: P.O.#:

All Primary values quoted in US Dollars
2021-292274-H2Y8S9 Page 3
Tyler Annual Discount Detail (Excludes Optional Products) Description Annual Fee
Annual Fee
Discount Annual Fee Net
Data Insights
EnerGov Advanced Automation Bundle w Executive Insights $ 17,030 $ 0 $ 17,030 Document Management
Tyler Content Manager SE $ 6,000 $ 0 $ 6,000
Civic Services
EnerGov Business Management Suite $ 28,400 $ 0 $ 28,400 EnerGov Citizen Self Service - Business Management $ 9,437 $ 0 $ 9,437 EnerGov Citizen Self Service - Community Development $ 7,077 $ 0 $ 7,077 EnerGov Community Development Suite $ 57,276 $ 0 $ 57,276 EnerGov Core Foundation Bundle $ 1,997 $ 0 $ 1,997
EnerGov Decision Engine $ 8,700 $ 0 $ 8,700
EnerGov e-Reviews $ 10,126 $ 0 $ 10,126
EnerGov iG Workforce Apps $ 8,880 $ 0 $ 8,880
EnerGov Report Toolkit $ 2,022 $ 0 $ 2,022
EnerGov View Only License $ 1,760 $ 0 $ 1,760
MyCivic Bundle $ 10,000 $ 0 $ 10,000
Tyler GIS - Per Named User $ 11,544 $ 0 $ 11,544
Recurring Services
PACE 6 $ 8,325 $ 0 $ 8,325
TOTAL $ 188,574 $ 0 $ 188,574
2021-292274-H2Y8S9 Page 4
Comments
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms:
• License fees for Tyler and third party software are invoiced upon the earlier of (i) deliver of the license key or (ii) when Tyler makes such software available for download by the Client;
• Fees for hardware are invoiced upon delivery;
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware; • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software available for download by the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the Agreement, with renewals invoiced annually thereafter in accord with the Agreement.
• Fees for services included in this sales quotation shall be invoiced as indicated below. • Implementation and other professional services fees shall be invoiced as delivered. • Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. • Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. • Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document.

Tyler will invoice Client 50% of any Migration Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Unless otherwise indicated on this Sales quotation, annual services will be invoiced in advance, for annual terms commencing on the date this sales quotation is signed by the Client. If listed annual service(s) is an addition to the same service presently existing under the Agreement, the first term of the added annual service will be prorated to expire coterminous with the existing annual term for the service, with renewals to occur as indicated in the Agreement. • Expenses associated with onsite services are invoiced as incurred. 2021-292274-H2Y8S9 Page 5
Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the scope, level of engagement, and timeline as defined in the Statement of Work (SOW) for your project. The actual amount of services required may vary, based on these factors.

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

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

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

Pace 6: Includes 6 PACE days and 3 passes to Tyler Connect annually, along with one Investment assessment for every three years of PACE services purchased. PACE sessions must be scheduled in 3-day increments, and the client will be responsible for all travel costs incurred. The first annual term for PACE commences on the 1st day of the month following the date of the client's signature on the applicable sales quotation, amendment, or purchase order. Upon expiration of the first annual term, the term will renew automatically for an additional one (1) year term at the current rate plus the client's contracted annual maintenance increase percentage unless terminated in writing by either party at least thirty (30) days prior to the end of the term. PACE days may only be utilized on live modules. Tyler Connect passes for the current year are available to clients with a cycle start date on or before 03/01. Clients with a cycle start date of 04/01 or later will be eligible for Tyler Connect passes the following year. PACE Days, Investment Assessments, and Tyler Connect passes expire at the conclusion of the term. No credit will be granted for unused days, assessments, or passes. 2021-292274-H2Y8S9 Page 6
In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tyler applications only. If Client wishes to use Tyler Content Manager software with non-Tyler applications, Client must purchase or upgrade to Tyler Content Manager Enterprise Edition. 60139.00001\34800243.2
02/03/22
Exhibit A
Schedule 4
1 Exhibit A
Schedule 4
Optional MobileEyes Investment Summary

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
2021-297030-M7F4Q1 Page 1
Quoted By: Jeff Moser
Quote Expiration: 6/18/22
Quote Name: Santee Fire Department
Sales Quotation For:

City of Santee
10601 N Magnolia Ave
Santee CA 92071-1222
Phone: +1 (619) 258-4100
Annual / SaaS
Description Fee Discount Annual
Civic Services
MobileEyes
MobileEyes Contractor Portal (3.50 per transaction) $ 0 $ 0 $ 0 MobileEyes Inspector $ 10,140 $ 0 $ 10,140
MobileEyes Onboard Codes - ICC (use code template) $ 900 $ 0 $ 900 MobileEyes Product Integration - EnerGov $ 0 $ 0 $ 0
TOTAL $ 11,040
Services
Description Quantity Unit Price Discount Total Maintenance Civic Service
MobileEyes Contractor Portal Setup & Training 1 $ 499 $ 0 $ 499 $ 0 MobileEyes Setup & Configuration Services 20 $ 185 $ 0 $ 3,700 $ 0 SCHEDULE 4
2021-297030-M7F4Q1 Page 2
MobileEyes Training Services 8 $ 185 $ 0 $ 1,480 $ 0
MobileEyes Training Services - Inspector/Plus 8 $ 185 $ 0 $ 1,480 $ 0 TOTAL $ 7,159 $ 0
Summary One Time Fees Recurring Fees
Total Tyler Software $ 0 $ 0
Total Annual $ 0 $ 11,040
Total Tyler Services $ 7,159 $ 0
Total Third-Party Hardware, Software, Services $ 0 $ 0
Contract Total $ 18,199
Assumptions
Personal Computers must meet the minimum hardware requirements for New World products. Microsoft Windows 7 64-bit with Extended Security Updates and Windows 10 64-bit is required for all client machines. Windows Server 2012/2012 R2/2016/2019 and SQL Server 2012 SP4/2014 SP2/2016 SP2/2017/2019 are required for the Application and Database Server(s).

New World product requires Microsoft Windows Server 2012/2012 R2/2016/2019 and SQL Server 2012 SP4/2014 SP2/2016 SP2/2017/2019, including required User or Device Client Access Licenses (CALs) for applicable Microsoft products. Servers must meet minimum hardware requirements provided by Tyler. The supported Microsoft operating system and SQL versions are specific to Tyler’s release versions.

New World product requires Microsoft Excel or Windows Search 4.0 for document searching functionality; Microsoft Word is required on the application server for report formatting.

Tyler recommends a 100 Mbps/1 Gbps Ethernet network for the local area network. Wide area network requirements vary based on system configuration, Tyler will provide further consultation for this environment. 2021-297030-M7F4Q1 Page 3
Does not include servers, workstations, or any required third-party hardware or software unless specified in this Investment Summary. Client is responsible for any third-party support.

Licensed Software, and third-party software embedded therein, if any, will be delivered in a machine readable form to Client via an agreed upon network connection. Any taxes or fees imposed are the responsibility of the purchaser and will be remitted when imposed.

Tyler's GIS implementation services are to assist the Client in preparing the required GIS data for use with the Licensed New World Software.

Depending upon the Licensed Software the Client at a minimum will be required to provide an accurate street centerline layer and the appropriate polygon layers needed for Unit Recommendations and Run Cards in an industry standard Esri file format (Personal Geodatabase, File Geodatabase, Shape Files). Client is responsible for having clearly defined boundaries for Police Beats, EMS Districts and Fire Quadrants. If necessary Tyler will assist Client in creating the necessary polygon layers (Police Beats, EMS Districts and Fire Quadrants) for Unit Recommendations and Run Cards. Tyler is not responsible for the accuracy of or any ongoing maintenance of the GIS data used within the Licensed New World Software.

Client is responsible for any ongoing annual maintenance on third-party products, and is advised to contact the third-party vendor to ensure understanding of and compliance with all maintenance requirements.

All Tyler Clients are required to use Esri's ArcGIS Suite to maintain GIS data. All maintenance, training and ongoing support of this product will be contracted with and conducted by Esri. Maintenance for Esri's ArcGIS suite of products that are used for maintaining Client's GIS data will be contracted by Client separately with Esri.

When Custom interface is included, Custom interface will be operational with existing third-party software. Any subsequent changes to third-party applications may require additional services.

When State/NCIC is included, Client is responsible for obtaining the necessary State approval and any non-Tyler hardware and software. Includes state-specific standard forms developed by Tyler. Additional forms can be provided for an additional fee.

Decisions about on-site versus remote planning meetings and training delivery will be decided mutually during the initial kickoff meetings.

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 set forth in the Investment Summary as follows:
• Year 1 SaaS Fees are set forth in Exhibit A, Schedule 1; • Year 2 SaaS Fees are set forth in Exhibit A, Schedule 2; and • Years 3-5 SaaS Fees are set forth in Exhibit A, Schedule 3.

Upon expiration of the initial term, your annual SaaS fees will be at our then-current rates.

2. Other Tyler Software and Services.

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

2.2 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary.

2.3 Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis.

2.4 Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted Data, by conversion option, and 50% upon Client acceptance to load the converted Data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis.

2.5 Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the Exhibit B
2 specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in this Agreement.

2.6 Other Fixed Price Services: Other fixed price services are invoiced as delivered , at the rates set forth in the Investment Summary. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document.

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

3. Third Party Products.

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

3.2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading.

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

3.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary.

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

4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in Schedule A and may be increased by Tyler upon notice of no less than thirty (30) days.

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

Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy. 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].
60139.00001\34800243.2
02/03/22
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.

60139.00001\34800243.2
02/03/22
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.
60139.00001\34800243.2
02/03/22
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.*
60139.00001\34800243.2
02/03/22
Exhibit B
Schedule 1
4 *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.

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. 60139.00001\34800243.2
02/03/22
Exhibit C
1 Exhibit C
Service Level Agreement
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. This SLA does not apply to any Third Party SaaS Services. All other support services are documented in the Support Call Process.

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

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

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

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

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

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

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

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

III. Service Availability
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number. b. Our Responsibilities
When oursupport team receives a call from you that Downtime has occurred or is occurring, we will work 60139.00001\34800243.2
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Exhibit C
2 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 quarter.

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

The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption.

Client Relief Schedule
Actual Attainment Client Relief

99.99% - 99.50% Remedial action will be taken

99.49% - 98.50% 2%

98.49% - 97.50% 4%

97.49% - 96.50% 6%

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

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

Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable that the Tyler Software will be unavailable during the maintenance window.
60139.00001\34800243.2
02/03/22
Exhibit C
Schedule 1
1 Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website.

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

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

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

New Year’s Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
Labor Day
For support teams that provide after-hours service, we will provide you with procedures for contacting 60139.00001\34800243.2
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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.
60139.00001\34800243.2
02/03/22
Exhibit C
Schedule 1
3 Priority
Level Characteristics of Support Incident Resolution Targets* 2 High
Support incident that causes (a)
repeated, consistent failure of
essential functionality affecting more
than one user or (b) loss or corruption
of data.

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

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

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

Remote Support Tool
Some support calls may require further analysis of the Client’s database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Tyler’s support team must have the ability to quickly connect to the Client’s system and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request. 60139.00001\34800243.2
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Exhibit D
1 Exhibit D
Third Party Terms

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

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

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

Twilio Acceptable Use Policy. Your use of the Tyler solutions listed below includes functionality provided by a Third Party Developer, Twilio. Your rights, and the rights of any of your end users, to use said functionality are subject to the terms of the Twilio Acceptable Use Policy, available at http://www.twilio.com/legal/aup. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any such Tyler solution, you certify that you have reviewed, understand and agree to said terms. Tyler hereby disclaims any and all liability related to your or your end user’s failure to abide by the terms of the Twilio Acceptable Use Policy. Any liability for failure to abide by said terms shall rest solely with the person or entity whose conduct violated said terms. • Electronic Warrants
• Modria
• Odyssey Notifications Add On (text notifications)
• ReadySub
• Tyler ACFR
• Tyler Notify
• Tyler Jury Manager
• Tyler Supervision
• Virtual Court
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Exhibit D
Schedule 2
1 Exhibit D
Schedule 2
DocOrigin Terms

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Schedule 2
2 60139.00001\34800243.2
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Schedule 2
3 60139.00001\34800243.2
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Schedule 2
4 60139.00001\34800243.2
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Schedule 2
5 60139.00001\34800243.2
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Exhibit D
Schedule 2
6 60139.00001\34800243.2
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Exhibit D
Schedule 3
1 Exhibit D
Schedule 3
MobileEyes Third Party Terms
NFPA Codes
Material from documents of the National Fire Protection Association is displayed in this system under license from the NFPA solely for use within this system on the single machine to which this system is licensed. NFPA material may not be copied, reproduced, transferred, transmitted, distributed or used except as allowed by this system for the purpose of preparing and documenting inspection reports. Any use in violation of this agreement shall allow Tyler Technologies, Inc. (“Tyler”) or the NFPA to immediately cancel all rights granted by this license. NFPA is not responsible for the programming or display of this material. Any problems or difficulties with the presentation of this material should be brought to the attention of Tyler or the NFPA.

ULCS Codes
Material from documents of ULC Standards (ULCS) is displayed in this system under license from ULCS solely for use within this system on the device(s) to which this system is licensed. ULCS material may not be copied, reproduced, transferred, transmitted, distributed or used except as allowed by this system for the purpose of preparing and documenting inspection reports. Any use in violation of this agreement shall allow Tyler Technologies, Inc. (“Tyler”) or ULCS to immediately cancel all rights granted by this license. ULCS is not responsible for the programming or display of this material. Any problems or difficulties with the presentation of this material should be brought to the attention of Tyler.

IFC Codes
This software contains information which is proprietary to and copyrighted by International Code Council, Inc. The acronym "ICC" and the ICC logo are trademarks and service marks of ICC. ALL RIGHTS RESERVED.

As an End-User of the Software Product, End-User does not acquire any proprietary interest in the Software Product, or any of its contents.

End-User acknowledges that and agrees that there are no warranties, guarantees, conditions, covenants or representations by ICC as to the fitness for a particular purpose, or any other attribute, whether expressed or implied (in law or in fact), oral or written, of the copyrighted ICC property contained in the Software Product. End-User agrees that any unauthorized possession of the Software Product or its accompanying printed materials, or any use of the same, shall constitute a breach of the license agreement, and, upon written notice of the same by either ICC or Licensor, the End-User will surrender possession of the Software Product and all accompanying printed materials to ICC or Licensor. This 60139.00001\34800243.2
02/03/22
Exhibit D
Schedule 3
2 Agreement is not transferable to any other party, for any reason. End-User agrees that use of the Software Product constitutes acceptance of the terms and conditions of this Agreement. 60139.00001\34800243.2
02/03/22
Exhibit E
1 Exhibit E
Statement of Work
Statement of Work to be inserted prior to Agreement execution. 60139.00001\34761377.2
CITY OF SANTEE Land Management & Permit System Implementation Agreement

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF SANTEE
AND

SDI PRESENCE, LLC
This Agreement for Professional Services (“Agreement”) is made and entered into this 1st day of February, 2022, by and between the City of Santee, a California charter city (“City”) and SDI Presence, LLC, a Delaware limited liability company (“Consultant”).

City and Consultant are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

RECITALS
A. City is in need of professional services for the following project: Land Management and Permitting System Implementation Consulting Services (“the Project”).

B. Consultant is duly licensed and/or has the necessary qualifications to provide such services for the Project.

C. The Parties desire to establish the terms for the City to retain the Consultant in order to provide the services described herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services
Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit ‘A’ and hereby made a part of this Agreement; provided, however, that the contents of this Agreement shall supersede any provision in Exhibit ‘A’ that is inconsistent herewith.

2. Compensation
a. Subject to paragraphs 2(b) - (d) below, City shall pay for the services provided by Consultant in accordance with the Schedule of Charges set forth in Exhibit ‘B’ attached hereto and hereby made a part of this Agreement; provided, however that the contents of this Agreement shall supersede any provision in Exhibit ‘B’ that is inconsistent herewith. b. In no event shall the total amount paid for services rendered by Consultant pursuant to this Agreement exceed the sum of $100,000. This Agreement is subject to and contingent on budgetary appropriations being approved by the City Council for each fiscal year during the term of this Agreement. If such appropriations are not approved, the Agreement will be immediately terminated without penalty to the City.
c. Each month Consultant shall furnish City with an invoice for all work performed and expenses incurred during the preceding month. The invoice ATTACHMENT 4
60139.00001\34761377.2

CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
2 shall detail charges by categories, including labor, travel, materials, equipment, supplies, sub-consultant charges and miscellaneous expenses.

City shall independently review each invoice submitted to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in paragraph 2(d). In the event any charges or expenses are disputed, the invoice shall be returned to the Consultant for correction and resubmission.
d. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within thirty (30) days of receipt of Consultant’s invoice; provided however, that untimely invoices may be subject to nonpayment if funding has not been appropriated or budgeted for payment of the invoice due to Consultant’s untimely submission. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in the work performed by Consultant.

3. Term of Agreement and Time of Performance
Consultant shall perform its services hereunder in a prompt and timely manner, and in accordance with the Activity Schedule shown in Exhibit ‘C’ attached hereto and made a part hereof; provided, however, that the contents of this Agreement shall supersede any provisions in Exhibit ‘C’ that is inconsistent herewith. Work shall commence upon authorization from the City. Unless a different date is set forth in the Activity Schedule, the term of this Agreement shall be for a period of one (1) year from the date of execution of this Agreement unless terminated sooner pursuant to the provisions of this Agreement or when the services are complete.

Such term may be extended upon written agreement of both City and Consultant.

4. Additional Work
Consultant shall not be compensated for any services outside of the Scope of Services, except as provided in this paragraph. If changes in the work seem merited by Consultant or the City, a change in the scope of the work shall be processed by the City in the following manner: (1) a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule, (2) an amendment to this Agreement shall be prepared by the City and executed by both parties before performance of such services or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

5. Maintenance of Records
60139.00001\34761377.2

CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
3 Books, documents, papers, accounting records, and other evidence pertaining to work done and costs incurred pursuant to this Agreement shall be maintained by Consultant and made available for inspection, audit and copying by the City at all reasonable times during the term of this Agreement and for four (4) years from the date of final payment under the Agreement.

6. Ownership and Use of Work
All documents and materials prepared pursuant to this Agreement shall be considered the property of City, and will be turned over to City upon demand, but in any event upon completion of the work. City reserves the right to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data or other documents and materials prepared under this Agreement without the permission of Consultant. All documents and materials shall be delivered in a reproducible form. As used herein, “documents and materials” include, but are not limited to, any original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, and computer files prepared or developed pursuant to this Agreement.

7. Findings Confidential
Any reports, information, data or materials given to or prepared or assembled by Consultant under this Agreement are confidential and shall not be made available to any individual or organization by Consultant without prior written approval of City.

8. Conflict of Interest
Consultant hereby expressly covenants that no interest presently exists, nor shall any interest, direct or indirect, be acquired during the term of this Agreement that would conflict in any manner with the performance of services pursuant to this Agreement.

9. Delays in Performance
Neither the City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.

Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 60139.00001\34761377.2

CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
4 10. Compliance with Law
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government. If Consultant’s failure to comply with applicable laws, ordinances, codes and regulations results in a claim for damage or liability to City, Consultant shall be responsible for indemnifying and holding the City harmless as provided in this Agreement. b. Consultant shall assist the City, as requested, in obtaining and maintaining all permits, if any, required of Consultant by federal, state and local regulatory agencies.

11. Standard of Care
Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.

12. Assignment and Subconsultants
Consultant shall not assign, delegate, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. A consent to one assignment shall not be deemed to be consent to any subsequent assignment. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

13. Independent Consultant
Consultant is retained as an independent Consultant and is not an agent or employee of the City. No employee or agent of Consultant shall by this Agreement become an agent or employee of the City. The work to be performed shall be in accordance with the work described in Exhibit ‘A’, subject to such directions and amendments from the City as herein provided. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

Consultant enters into this Agreement as, and shall continue to be, an independent consultant. All services shall be performed only by Consultant and Consultant’s employees, if applicable. Under no circumstances shall Consultant, or any of Consultant’s employees, look to the City as his or her employer, or as a partner, agent or principal. Neither Consultant, nor any of Consultant’s employees, shall be entitled to any benefits accorded to City employees, including without limitation worker's compensation, disability insurance, vacation or sick pay. Consultant shall be responsible for providing, at Consultant’s expense, and in Consultant’s name, 60139.00001\34761377.2

CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
5 unemployment, disability, worker's compensation and other insurance, as well as licenses and permits usual or necessary for conducting the services.

14. Integration
This Agreement represents the entire understanding of the City and Consultant as to those matters contained herein, and supersedes and cancels any prior oral or written understanding, promises or representations with respect to those matters covered hereunder. To the extent that any provision or clause contained in an attachment to this Agreement conflicts with a provision or clause in the Agreement, the provision or clause in this Agreement shall control. This Agreement may not be modified or altered except in writing signed by both parties hereto. This is an integrated Agreement.

15. Insurance
a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 0001)
(iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury (including death) and Property Damage (2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Contractual Liability with respect to this Contract (7) Broad Form Property Damage
(8) Independent Consultants Coverage
60139.00001\34761377.2

CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
6 (9) Sexual Misconduct Coverage, with no applicable sublimit (iv) All such policies shall name the City of Santee, its City Council and each member thereof, its officers, employees, and agents as Additional Insureds under the policy.
(v) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City. All deductibles and self-insured retentions must be declared to the City prior to commencing work under this Agreement.
(vi) Sexual Misconduct Coverage will be provided as broad as that which is provided by the ISO Commercial General Liability coverage from CG001 04/13.
b. Automobile Liability
(i) At all times during the performance of the work under this Agreement the Consultant shall maintain Automobile Liability Insurance for bodily injury (including death) and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 0001 (ed. 6/92) covering automobile liability, Code 1 (any auto).
(iii) The automobile liability program may utilize deductibles, but not a self-insured retention, subject to written approval by the City. c. Workers' Compensation/Employer's Liability
(i) At all times during the performance of the work under this Agreement the Consultant shall maintain Workers' Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage in amounts indicated herein.
(ii) Such insurance shall include an insurer's Waiver of Subrogation in favor of the City and will be in a form and with insurance companies acceptable to the City.
(iii) If insurance is maintained, the workers' compensation and employer's liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City.
60139.00001\34761377.2

CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
7 (iv) Before beginning work, the Consultant shall furnish to the City satisfactory proof that he/she has taken out for the period covered by the work under this Agreement, full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers' Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof.

Consultant shall require all subconsultants to obtain and maintain, for the period covered by the work under this Agreement, worker’s compensation of the same type and limits as specified in this Section. d. Professional Liability (Errors and Omissions)
(i) At all times during the performance of the work under this Agreement and for 60 months following the date of Project completion and acceptance by the City, the Consultant shall maintain Professional Liability insurance, in a form and with insurance companies acceptance to the City and in an amount indicated herein; provided, however, that if the work under this Agreement involves teaching, coaching, or childcare, Consultant shall provide Educators Legal Liability (“ELL”) insurance in lieu of Professional Liability insurance e. Cyber Liability
(i) At all times during the performance of the work under this Agreement and for sixty (60) months following the date of Project completion, the Consultant shall carry and maintain, at its own expense, including any City-approved deductibles or retentions, Cyber Liability insurance in an amount stated herein. The Cyber Liability policy must include security and privacy liability, media liability, business interruption and extra expense, and cyber extortion liability, as specified by the City. Such coverage is required if Consultant provides products and/or services related to information technology and electronic data processing (including hardware and software) to the City or as otherwise required by the City.
60139.00001\34761377.2

CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
8 f. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury (including death),
personal injury and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury (including death) and property damage
Employer's Liability $1,000,000 per accident for bodily injury or disease
Professional Liability / ELL $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability Insurance $1,000,000 per occurrence/$2,000,000 aggregate (if Project involves electronic data
processing or development of hardware or
software)
If Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. g. Evidence of Insurance Required
(i) Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 2010 (or insurer's equivalent) signed by the insurer's representative, Certificate of Insurance (most recent version of Acord 25 Form or equivalent), and Additional Insured Endorsement verifying compliance with the requirements.

All evidence of insurance shall be signed by a properly authorized officer, agent or qualified representative of the insurer and shall certify the names of the insured, any additional primary insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
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CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
9 h. Policy Provisions Required
(i) The City of Santee, its City Council and each member thereof, its officers, employees, and agents shall be named as an additional insured on the Commercial General Liability policy, and, if the Project involves environmental hazards, on the Pollution/Asbestos Liability policy using form 2010 1185 or equivalent. Any subconsultant, subcontractor or similar entity performing work on the Project must add the City as an additional insured using CG form 20 38, or broader coverage. Blanket endorsements may be accepted at City’s discretion. All policies shall contain or shall be endorsed to contain a provision that advanced written notice of any cancellation, including cancellation for non-payment of premium, shall be provided to the City. Statements that the carrier “will endeavor” and “that failure to mail such notice shall impose no obligation and liability upon the company, its agents or representatives,” will not be acceptable on endorsements. At the City's sole discretion, the requirement to endorse policies to provide advanced written notice of cancellation to the City may be waived upon the Consultant’s agreement that it shall provide the City with copies of any notices of cancellation immediately upon receipt.
(ii) General Liability, Automobile Liability, and if required, Pollution Liability insurance policies shall contain a provision stating that the Consultant's policies are primary insurance and that the insurance of the City or any named additional insureds shall not be called upon to contribute to any loss.
i. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:

Insurance carriers shall be qualified to do business in California and maintain an agent for process within the State. Such insurance carrier shall have not less than an ‘A’ policyholder's rating and a financial rating of not less than “Class VII” according to the latest Best Key Rating Guide. Due to market fluctuations in the Workers Compensation sector, the City reserves the right and at its sole discretion to review and accept the Consultant’s proposed Workers compensation insurance.
j. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner 60139.00001\34761377.2

CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
10 limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, the Consultant fails to maintain in full force any insurance required by the Agreement documents the City may terminate the Agreement or may elect to withhold compensation in an amount sufficient to purchase insurance to replace any expired or insufficient coverage. (iii) The Consultant shall include all subconsultants as insureds under its policies or shall furnish separate certificates and endorsements for each subconsultant. All coverage for subconsultants shall be subject to all of the requirements stated herein.
(iv) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (v) Neither the City, nor its City Council, nor any member of thereof, nor any of the directors, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of the Contract.

16. Indemnification
To the fullest extent permitted by law, Consultant agrees to indemnify, defend (with independent counsel approved by the City) and hold harmless the City and its officers, employees and elected and appointed officials, and volunteers (each, an "Indemnified Party") from and against any and all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs and costs of alternative dispute resolution) regardless of nature or type, expressly including but not limited to those arising from bodily injury (including death) or property damage, arising out of or resulting from any act or omission to act of the Consultant, Consultant's agents, officers, employees, subconsultants, or independent consultants hired by Consultant under this Agreement. The Consultant's obligations apply regardless of whether or not a liability is caused or contributed to by the negligence (including passive negligence) or other act or omission of an Indemnified Party. The acceptance or approval of the Consultant's work by an Indemnified Party shall not relieve or reduce the Consultant's indemnification obligation. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the City, its officials, officers, agents, employees or representatives. The provisions of this Section shall survive completion of the work under this Agreement or the termination of this Agreement and are not limited by the provisions relating to insurance.
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CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
11 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

17. Confidentiality
Consultant shall keep confidential all information, in whatever form, produced, prepared, observed or received by Consultant to the extent that such information is confidential by law or otherwise required by this Agreement.

18. Laws, Venue, and Attorneys’ Fees
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 San Diego, State of California. In the event of any such litigation between the parties, the prevailing party shall be entitled to recover all reasonable costs incurred, including reasonable attorney's fees, as determined by the court.

19. Termination or Abandonment
a. City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Consultant. In the event such notice is given, Consultant shall cease immediately all work in progress.
b. Consultant may terminate this Agreement at any time upon thirty (30) days written notice of termination to City.
c. If either Consultant or City fails to perform any material obligation under this Agreement, then, in addition to any other remedies, City or Consultant may terminate this Agreement immediately upon written notice. d. Upon termination of this Agreement, all property belonging to City which is in Consultant’s possession shall be returned to City. Consultant shall furnish City with a final invoice for work performed by Consultant. City shall have no obligation to pay Consultant for work performed after termination of this Agreement.
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CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
12 20. Organization
Consultant shall assign Richard Keyes as the lead Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff assigned to perform the services required under this Agreement. Additional consulting team members are outlined in Exhibit ‘C’ Activity Schedule.

21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed as shown below and shall be effective upon receipt thereof.

CITY:

Marlene D. Best
City Manager
City of Santee
10601 Magnolia Avenue
Santee, CA 92071
CONSULTANT:

Sharee Wolff
Chief Financial Officer
SDI Presence, LLC
200 E. Randolph Street, Suite 3550
Chicago, IL 60601

22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

23. Severability and Waiver
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal. Waiver by any party of any portion of this Agreement shall not constitute a waiver of any other portion thereof.

24. Non-discrimination
Consultant will comply with all applicable federal, state and local laws, ordinances, and regulations, including the Americans with Disabilities Act (ADA), California Fair Employment and Housing Act (FEHA) and Title VII of the Civil Rights Act of 1964.

Consultant will not discriminate in any way, against any person, on the ground of race, color, national origin, religion, religious creed, age (over 40), sex and gender (including pregnancy, childbirth, breastfeeding or related medical conditions), sexual orientation, gender identity, gender expression, disability (mental and physical), medical condition, genetic information, marital status, or military and veteran status, in connection with services under this Agreement. 60139.00001\34761377.2

CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
13 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CITY OF SANTEE:

By: ____________________________
Marlene D. Best
City Manager
CONSULTANT:

By: ____________________________
Sharee Wolff
Chief Financial Officer
APPROVED AS TO FORM:

BEST & KRIEGER LLP
By: ____________________________
Shawn Hagerty
City Attorney
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CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
14 EXHIBIT ‘A’

SCOPE OF SERVICES
Consultant recognizes that the City has a fixed budget to allocate for implementation services, and understands that the precise scope and level of effort for implementation activities can vary based on numerous factors, including City staff availability and expertise, as well as vendor performance. For this reason, Consultant commits to working with the City on a task-by-task basis such that the City can apply resources in a timely manner for the highest priority needs. Working collaboratively with the City will help ensure that Consultant resources are used efficiently and that the project will be completed within budget.

As directed by the City, Consultant will provide the following services:
• Participate as an established member of the City’s Land Management and Permit System Steering Committee.
• Participate in business process review meetings and subsequent review of the selected vendor deliverables to provide recommendations and guidance to City staff with regards to sufficiency and acceptance.
• Participate in subject matter expert (SME) configuration training to document homework assignments. In addition, Consultant will deliver assignment lists to the City’s project manager.
• Participate in conversion requirement activities; validation planning, including advising validation methods (real time input to whomever is executing the validations); and reviewing validation results (assuming those results would be generated by the City).
• Participate in user acceptance and integrated testing planning. • Participate in user acceptance and integrated testing activities with identified City staff.
• Participate in developing the go-live cutover plan and be present for the go-live. • Perform assigned as-needed tasks and activities such as work plan analysis, key milestone review, interface analysis, and documentation.

Consultant will work with the City’s project manager and/or stakeholder team with regard to the specific assignments and define the specific tasks within the scope of services.

Once a task has been assigned to Consultant, Consultant will report the status of the assignments to the City’s project manager. Consultant will also provide a level of effort report, so that the City can proactively manage the project budget. 60139.00001\34761377.2

CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
15 Specific tasks within the Scope of Services may include:

Monitor & Control Project Execution
TASK DESCRIPTION: Working with City stakeholders and the Project Manager for Tyler Technologies, Inc., a third party consultant hired by the City (“Tyler”) and using all the plans, schedules, procedures, and standards prepared for the project, Consultant will monitor the current state of the project schedule and implementation plan to determine the status of upcoming tasks and determine where Consultant’s advisory services can be best applied. This will include ensuring that regular status reports are provided and discussed at project review meetings with the Project Sponsor and appropriate participants. These reviews will include performance measures for the completion of tasks and activities in accordance with the project plan, communication plan, risk management plan, and quality assurance plan.

DELIVERABLES: Monitor the following: Tyler Updated Project Plan, Tyler Biweekly Project Status Reports, Tyler Risk / Issue Tracking Logs,
Support Business Process Review, Change Management, and New System Configuration TASK DESCRIPTION: Consultant will assist the City with reviewing business processes decisions to help identify areas where a business process change and their application to the new system environment may result in improved efficiencies. Consultant will provide suggestions and recommendations for business process improvements in conjunction with the City’s project team, and will participate in system configuration discussions with Tyler to help ensure appropriate configuration specifications for the new system.

Support Conversion Requirements Development
TASK DESCRIPTION: If needed, Consultant will assist in defining conversion and testing requirements for items that must be converted into the new system.

Support User Acceptance Testing
TASK DESCRIPTION: Consultant will assist the City in preparing for user acceptance testing of the configured system, including monitoring of functional tests, security tests, access control capabilities, as well as the identification, tracking, and resolution of acceptance test issues, and the system documentation provided by the software vendor.

Support End User Training
TASK DESCRIPTION: Consultant will support the City in identifying training requirements and training audiences, and creating related schedules. Training should be sufficiently detailed and comprehensive to ensure that City staff will be able to effectively use the system and support it after implementation.

Consultant will review related training materials to ensure that they accurately reflect the City’s configuration and identified business processes.

Complete Readiness Assessment
TASK DESCRIPTION: Consultant will develop a checklist to be used to assess the City’s operational readiness for the new system implementation, including staffing / training, operational procedures, and change management.

DELIVERABLE: Readiness Assessment Checklist
Support Cutover Planning & Execution
TASK DESCRIPTION: Consultant will provide support for planning and execution of the City’s production implementation of the vendor’s solution.
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CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
16 EXHIBIT ‘B’

SCHEDULE OF CHARGES
Consultant will provide consulting services on a time and material basis.

Consultant’s hourly rate is $175 for a senior level resource (DE, PM or SME), which includes all travel and related expenses.

In no event shall the total amount paid for services rendered by Consultant exceed the sum of $100,000.

Consultant will bill the City each month based on actual hours worked. 60139.00001\34761377.2

CITY OF SANTEE
Agreement
Land Management & Permit System Implementation
17 EXHIBIT ‘C’

ACTIVITY SCHEDULE
The Consultant’s team for Land Management & Permit System implementation services includes public sector specialists with significant depth and expertise to address all aspects of the Project. The Consultant’s Project Manager and primary consultant will be Rick Keyes, who will draw upon other team members as needed.

Consultant’s team includes:
• Mr. Rick Keyes, Project Manager (PM) and Subject Matter Expert (SME) • Ms. Greta Davis, Delivery Executive (DE)
• Mr. Mike Gomez, Project Manager (PM) and Subject Matter Expert (SME) • Dixon Mutadzakupa, Project Manager (PM) and Subject Matter Expert (SME) • Wahab Balogun, Project Manager (PM) and Subject Matter Expert (SME) Consultant will provide the Project services until the City’s new Land Management & Permit System is implemented, which is estimated to be 12 months. Within this timeframe, Consultant estimates an average of eleven hours per week of senior level support (47.6 hours per month), and approximately 571.43 hours over the course of the Project.

While much of the project will be managed remotely by Consultant, there will be targeted times that onsite work will occur.

STAFF REPORT
DRAFT PAVEMENT MANAGEMENT REPORT 2022
AND

PAVEMENT MAINTENANCE WORKSHOP

CITY COUNCIL MEETING
February 9, 2022
RESULTS OF PAVEMENT MANAGEMENT REPORT 2022
The Pavement Management Report 2022 identifies the condition of City streets and provides an overall rating of the City’s pavement condition index (PCI) used to grade roadways on a 0 to 100 scale, with 0 being completely failed and 100 being a new street. The report has identified Santee’s overall PCI as 65.

A PCI of 70 is considered to indicate the overall City pavement condition is within a maintenance strategy which is the most cost-effective range for a City. This updated City PCI of 65 is an increase from 62 which was reported in the 2017 Pavement Management Report. The 2017 Pavement Management Report identified an estimated annual budget of $3.28 million that would be required in order to maintain the then City PCI of 62. Since 2017, an average of $1.37 million per year was spent on City paving projects to maintain the street network. Although less than half of the estimated required budget amount to maintain the prior PCI was spent annually on paving, the overall City PCI has increased 3 points. This is primarily attributed to the use of unrestricted Gas Tax RMRA and general funds in addition to TransNet funds that allow varied maintenance strategies like cape seals and slurry sealing.

The restricted funding like Transnet require 70% of funding to be used on rehabilitation like pavement reconstruction, rather than surface treatments such as cape seals and slurry sealing. The net result is more streets can be maintained at a lower cost allowing streets to be repaired before they become more costly. Staff adhered to the zone recommendations from the 2017 report and completed 13 of the 15 residential zones between 2017 and 2021.

The remaining zones from the 2017 report will be the first two zones recommended in the 2022 report. By using a more cost-effective maintenance resurfacing strategy, staff was able to repair a larger number of streets with surface treatments due to the lower costs.

The 2022 report estimates that an annual budget of $4.37 million is required to maintain the current PCI of 65 and an estimated annual budget of $7.00 million is required to achieve an overall City PCI of 70. The increase of the annual recommended budgets between the 2017 and the 2022 reports are due to significant increases in material and labor costs.

PAVEMENT MANAGEMENT REPORT BACKGROUND
Pavement management is the process of planning, budgeting, funding, designing, constructing, monitoring, evaluating, maintaining, and rehabilitating a pavement network in order to provide the maximum benefit with available funds. The first widely used program for pavement management was Micro Paver. This was developed by the Department of Staff Report
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Defense in conjunction with the Federal Highway Administration. They identified the need to evaluate current conditions, ongoing costs, pavement performance and future infrastructure needs in an effort to optimize budgets and identify infrastructure needs nationwide to lobby for dedicated funding into the future. This effort, coupled with required pavement condition reporting from state and local governments, helped increase roadway funding and provided transparency on infrastructure deficiencies. This resulted in funding increases in the State Gas Tax with SB1 RMRA and the extension of Proposition A, the half-cent sales tax measure, promoted by SANDAG as TransNet.

Santee’s first pavement management assessment report was conducted in 1998. The following table identifies the overall City PCI over the past 22 years based on the applicable Pavement Management Reports.

Year Pavement Condition Index
(PCI)
1998 -*
2000 60
2003 71
2008 54
2013 65
2017 62
2022 65
*A PCI was not determined in the original 1998 report.

The first Santee Pavement Management Report that included recommended work plans and overall cost analysis was conducted in 1998. Prior to 1998, pavement management and repair were managed by collective experience of staff and pavement repair decisions were ad hoc and usually complaint-driven, or based on the “worst first” method. As costs increased and networks aged, many cities nationwide started using standardized programs to plan the work on a comprehensive basis.

Staff has been utilizing Pavement Management Reports to cost-effectively maintain the pavement network, report conditions to the League of California Cities, State, SANDAG and federal agencies and to plan future resurfacing projects in an effort to improve the overall condition of all City streets. One thing that has been apparent with every report since 1998 is that the available funding for the pavement maintenance program required to maintain the network is insufficient, thereby resulting in a growing backlog of failed or failing streets.

The City of Santee has approximately 126 centerline miles of roadways encompassing over

27.9 million square feet of asphalt pavement surfaces. This is maintained almost entirely through CIP construction contracts with minor temporary pot-hole patching conducted inhouse by Public Services Division staff. There are currently two primary funding sources used to maintain the street network, TransNet (the Prop A half-cent sales tax), and Gas Tax RMRA revenue. There are limited occasions where other one-time funding sources were allocated over the last 10 years. In each of the prior two fiscal years and current fiscal year Staff Report
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staff has identified and City Council has authorized the use of General Fund reserves during budget reviews. Santee also participated in TransNet debt financing bonds which were issued by SANDAG in 2010 and 2014. This provided additional funding for pavement management at the time, but requires financing costs in future years. As a result of the TransNet debt financings (which also included $4.5 million for the Forester Creek project) approximately $800,000 of the City’s annual TransNet revenue is required to go towards debt service, thereby reducing the amount available for projects through 2030 and to a lesser extent through 2034.

One note of particular importance is the TransNet and Gas Tax RMRA funding must be programmed well in advance of pavement contract awards. TransNet programming is completed through SANDAG and streets to be repaired must be listed. SANDAG has quarterly opportunities to program or amend streets, however the timing of approval requires these to be amended over six months in advance of pavement contract awards. Gas Tax RMRA programming is performed every April for the next fiscal year, therefore pavement repair strategies and street lists are required over a year in advance. By preparing pavement recommendations in the pavement management report for multiple years, this allows staff to effectively program anticipated budgets and streets in advance with careful planning that avoids lengthy amendments that could delay paving repair contracts.

Santee’s previous Pavement Management Report was completed in 2017. At that time, Santee had an average PCI of 62, and the County average was 72. The Pavement Management Report completed in 2022 identifies the City PCI increased to 65 while the County average decreased to 70.

PAVEMENT MANAGEMENT REPORT PROCESS IN SANTEE
Funds that have been allocated for pavement resurfacing should be used as effectively as possible. The method used by staff is to obtain maximum value of available funds through the use of a pavement management report. A pavement management report is used to assist staff in determining optimal strategies for providing and maintaining pavement in a serviceable condition over a given time period. The increase of the overall City PCI from 62 to 65 shows the effective use of pavement resurfacing funds being applied to Santee streets especially when the required amount of funding to maintain streets is not available.

Staff hires qualified consultants to conduct periodic (every 4-5 years) reports in order to reevaluate current and future conditions as is reflected in the adopted CIP. This is important not only for reporting purposes and funding, but it also allows for long term coordination with utilities to avoid cutting into newly resurfaced streets and to plan future City work like storm drain replacement projects. By planning long term strategies, staff can coordinate and reduce potential conflicts with other departments and agencies with enough advance notice to allow others to budget accordingly. This strategy is used for items such as simple avoidance of trenching newly resurfaced streets or avoiding emergency budgeting or change orders due to unforeseen conflicts.

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As shown in Figure 1, streets that are repaired when they are in a good condition will cost significantly less over their lifetime than streets that have deteriorated to a poor condition.

Without an adequate budget to provide for a routine pavement maintenance program, streets require more frequent reconstruction, resulting in repair costs totaling millions of extra dollars.

Over time, due to traffic, exposure and wear, pavement quality drops until the pavement condition becomes unacceptable. For each street, the shape of the curve, and hence, the rate of deterioration, is dependent on many factors – foremost of which being the strength of the roadway structure and traffic loading.

Figure 1
The resultant benefit of this exercise is realized by the long-term cost savings and increase in pavement quality over time. As illustrated in Figure 1, pavements typically deteriorate rapidly once they hit a specific threshold. A $1 investment at 40% of the pavement lifespan is much more effective than deferring maintenance until heavier overlays or possibly reconstruction is required just a few years later. The key point of the pavement management report is to develop policies and practices that delay the inevitable total reconstruction for as long as practical yet still remain within the target zone for cost effective resurfacing. That is, as each roadway approaches the steepest part of its deterioration curve, apply a remedy that extends the pavement life, at a minimum cost, thereby avoiding costly heavy overlays and reconstruction.

The actual pavement management process involves three unique, but important steps, and is presented graphically in Figure 2. They include System Configuration, Field Surveys, and Analysis and Reporting. Each activity builds on the previous, until the end result is a prioritized paving and rehabilitation program.

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Figure 2 – The Pavement Management Process

1. System Configuration: in Santee’s case the network is broken down into zones that represent neighborhood history and similar original construction timing representing limited areas that can be used for budgeting and economy of scale when bidding. This allows for a similar paving type to be used in one area, which often results in lower bid prices. The overall PCI of all zones within the City in 2017 is shown in Figure 3A and the overall PCI of all zones within the City in 2022 is shown in Figure 3B. The total number of zones that are in the Very Good and Excellent rating has dramatically increased over the past 5 years.

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Figure 3A – Santee Pavement Zone Map in 2017
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Figure 3B – Santee Pavement Zone Map in 2022

2. Field Surveys: These are conducted on every street in Santee’s network by specialized equipment that measure the conditions of the road like cracking, distress, and ride quality.

3. Analysis and Reporting: Following the field surveys, the condition data is reviewed and analyzed to create a single score representing the overall condition of the pavement. The Pavement Condition Index (PCI) is calculated and development of the pavement management plan and budgets are completed using Santee-specific rehabilitation strategies, unit rates, priorities, and pavement performance curves. The process is iterative in its attempt to obtain the greatest efficiency and cost benefit.

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In order to understand the pavement terminology, the following illustration in Figure 4 compares the Pavement Condition Index (PCI) to commonly used descriptive terms. The divisions between the terms are not fixed, but are meant to reflect common perceptions of condition. The goal being to crack fill and resurface streets with slurry seals and cape seal which costs as little as $0.20 per square foot. When a road PCI index reaches 40 – 60, the cost can quickly rise to $2.00 per square foot or even worse to a full reconstruction at $8.00 per square foot when the PCI reaches 0 – 40.

Figure 4 – Understanding the Pavement Condition Index (PCI) Score

CITY COMPARISON
Figure 5 presents a sample list of local agencies overall PCI condition between 2017 and 2021, which is the period of the most recent Pavement Management Reports. Since the last report in 2017, the City of Santee PCI has increased from 62 to 65, whereas the average PCI in the region has dropped from 72 to 70. Figure 5 also identifies the average budgets for local agencies. The City of Santee’s average expenditures for the past five years is $1.37 million, substantially less than the regional average of $3.1 million. However, it should be noted that in the current fiscal year Santee has allocated $5.5 million to street resurfacing. It Staff Report
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should also be noted that some of the sample agencies have dedicated staff performing crack sealing, patching and other pavement repairs with in-house crews to supplement the contracted work.

Local Agency Pavement Condition Index / Funding Comparisons *City of San Diego and County of San Diego not included in determining average due to budget amounts and size of street inventory.

Figure 5

FUTURE STEPS
The current paving budget for FY2021-22 totals of $5.5 million which includes $2.6 million of Transnet and RMRA funding (including $634,000 from prior year carryover balances), $1.9 million in General Fund and $1.0 million from federal American Rescue Plan Act (ARPA)

CITY CENTERLINE
MILES

AVERAGE
PAVING
COSTS
2017 PCI 2021 PCI
Carlsbad 352 $5.0M 80 79
Chula Vista 462 $5.8M 74 74
Coronado 60 $1.5M Unknown 75
Del Mar 25 $0.3M 70 65
El Cajon 186 Unknown 79 Unknown
Encinitas 169 $3.0M 76 72
Escondido 315 $5.0M Unknown 64
La Mesa Unknown Unknown 72 Unknown
Lemon Grove 62 $1.4M Unknown 60
National City Unknown Unknown 75 Unknown
Oceanside 411 $5.1M 60 60
Poway 165 $4.5M 80 80
San Diego,
City 3,045 $145M 72 Unknown
San Diego
County 1,943 $56M 61 66
San Marcos 197 $4.4M 76 76
Santee 126 $1.4M 62 65
Solana Beach 42 $0.8M 67 67
Vista 192 $1.9M 71 76
Average 197* $3.1M* 72 70
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funds. To date this fiscal year a total of nearly $2.3 million in paving costs have been incurred, with a remaining balance of $3.3 million allocated this fiscal year. Paving projects under consideration for the next contracts to be awarded include the following:
• An overlay on Cuyamaca Street from Mission Gorge Road to Buena Vista Avenue and patching on Woodside Avenue from David Ann Road to the eastern City Limits. These two projects are currently out to bid and are estimated at $985,000. • Residential Zones CE, CI, one street in Zone CD and one street in Zone EB were within the report in 2017 that did not get completed and staff recommends they be completed. The estimate for these zones is estimated at $1.5 million. Every street in Zone CE will be completed and approximately 50% of the streets in Zone CI will be completed this year and the remaining streets will be completed in 2023.

Completing the streets and zones listed above is estimated at $2.49 million. This will result in a remaining balance of the $3.3 million in available funding to $815,000. The list below identifies streets and their estimated resurfacing costs that City Council has expressed interest in for resurfacing based on complaints that the City has received.

El Nopal Magnolia Ave. to Eastern City Limits $ 700,000 Magnolia Ave. Prospect Ave. to South City Limits $ 350,000 Mission Gorge Rd. Rancho Fanita Dr. to West Hills Pkwy $ 350,000 Pebble Beach Dr. Mast Blvd. to North End $ 625,000
Cuyamaca St. Mission Gorge Rd. to River Park Dr. $ 325,000 Total $ 2,350,000
Other potential streets are as follows:

Carlton Oaks Dr. Carlton Hills Blvd to Pebble Beach Dr $ 500,000 Carlton Oaks Dr. Pebble Beach Dr to Wethersfield Rd $ 500,000 Carlton Oaks Dr. Wethersfield Rd to West Hills Blvd $ 500,000 Woodside Ave. David Ann to City Limits $ 675,000*
* Identifies the cost for the final resurfacing of Woodside Avenue in addition to the current contract out to bid for patching only on Woodside Avenue.

Staff is requesting City Council provide direction on the recommended streets and zones, based on the paving budget. Upon direction by City Council, Staff will return before July 2022 with the award of pavement contracts to complete the recommended street repairs.

By doing so staff can continue to report mandatory Pavement Condition Index (PCI) data to the State and SANDAG. This will also allow staff to plan future years of paving in advance for reporting and in an effort to coordinate with utilities and developers to avoid damage and/or trenching into newly paved streets.

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February 9, 2022

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STAFF RECOMMENDATION

1. Accept the Pavement Management Report 2022; and

2. Approve Zones CD, CE, CI and EB to be resurfaced with current available funding; and

3. Provide direction on additional streets to resurface based on the recommended list herein.

RESOLUTION NO.
1 RESOLUTION OF THE CITY COUNCIL PROCLAIMING AN EMERGENCY,

AUTHORIZING THE CONSTRUCTION OF FIREBREAKS AND FUEL REDUCTION

THROUGHOUT THE SAN DIEGO RIVER CORRIDOR, WAIVING THE

REQUIREMENT FOR COMPETITIVE BIDDING, AND AUTHORIZING THE CITY

MANAGER TO ENTER INTO CONTRACTS TO CONSTRUCT A FIREBREAK WHEREAS, Section 2.32.060 of the Santee Municipal Code empowers the City Manager to request that the City Council proclaim a local emergency when the City is affected or likely to be affected by an actual incident or the threatened existence of conditions or incidents of extreme peril to the safety of persons and property within the City caused by conditions which may be or are beyond control of the services, personnel, equipment, and facilities of the City; and
WHEREAS, conditions of extreme peril to the safety of persons and property exist within the City with the extreme fire season experienced in the State of California and the frequency of fires in the San Diego River Corridor, as shown on Exhibit A, attached hereto; and
WHEREAS, City Council proclaimed emergencies on October 14, 2020, and August 11, 2021, due to extreme fire risk and the construction of firebreaks, and both proclamations have since expired; and
WHEREAS, the Fire Department has responded to eighty-nine calls for service in the area from January 1, 2021 through December 31, 2021, related to wildland fires, smoke checks, illegal burns, and rubbish fires: and
WHEREAS, conditions of extreme peril warrant and necessitate the proclamation of the existence of a local emergency; and
WHEREAS, the City Council has been requested by the City Manager to proclaim the existence of a local emergency; and
WHEREAS, the immediate establishment of additional firebreaks near structures and fuel reduction is required to safeguard public health, safety and welfare; and WHEREAS, Section 3.24.150 of the Santee Municipal Code authorizes the City Council to approve services in the case of an emergency that threatens public health, safety, and welfare; and
WHEREAS, funding for this project is available through budgeted General Fund and a $500,000 grant from the San Diego River Conservancy; and WHEREAS, this project is exempt from the provisions of the California Environmental Quality Act (CEQA) as provided in CEQA Guidelines Section 15269 (c) titled “Emergency Projects”.

RESOLUTION NO.
2 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santee, California, as follows:

Section 1: The City Council hereby proclaims that a local emergency now exists in the City.

Section 2: That during the existence of the local emergency, the powers, functions, and duties of the City Manager, as Director of Emergency Services, shall be those prescribed by state law, ordinances, and resolutions of the City and by the City of Santee Emergency Plan.

Section 3: The immediate establishment of additional firebreaks and fuel reduction throughout the San Diego River Corridor as depicted on Exhibit A is authorized.

Section 4: The requirement for competitive bidding is hereby waived in order to safeguard life, health, and property.

Section 5: The City Manager is hereby authorized to execute contracts on behalf of the City to complete the emergency work described herein from funds appropriated by the City Council for this purpose and to take other actions as necessary. Such actions include, but are not limited to, obtaining rights of entry and signing other agreements required to perform the work.

ADOPTED by the City Council of the City of Santee, California, at a Regular meeting thereof held this 9th day of February 2022, by the following roll call vote, to wit:

AYES:

NOES:

ABSENT:

APPROVED:

JOHN W. MINTO, MAYOR
ATTEST:
_______________________________

ANNETTE ORTIZ, CMC, CITY CLERK
Attachment: Exhibit A
1 2
3 4
5 6
7 8
Legend

1. 9088 - 9144 Willow Grove

2. 9057 - 9249 Carlton Oaks Dr.

3. 9502 Hillcreek Wy. - 11048 Hillcreek Rd.

4. 9717 - 9775 San Remo Rd.

5. 9025 Carlton Hills Blvd. - 9055 Willowgrove Ave.

6. 9444 Abraham Wy. - 11478 N. Woodside Ave.

7. 9631 - 9665 Ramsgate Wy.

8. New Frontier

60139.00002\34798837.1
RESOLUTION NO. _____________

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTEE, CALIFORNIA,

APPROVING THE FOURTH AMENDMENT TO THE EMPLOYMENT AGREEMENT

OF THE CITY MANAGER
WHEREAS, on February 18, 2016, the City of Santee entered into an Employment Agreement with Marlene Best to serve as the City Manager, as subsequently amended in the First, Second and Third Amendments to the Employment Agreement; and
WHEREAS, as the result of a performance evaluation on January 26, 2022, the City Council desires to further amend the Employment Agreement of Ms. Best, to increase her vacation accrual rate to twenty-five (25) working days per year, effective the first pay period after approval of this Amendment, as reflected in Exhibit “A” Fourth Amendment to Employment Agreement.

NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Santee, California, does hereby find, determine and declare that the Fourth Amendment to the Employment Agreement of the City Manager provided in Exhibit “A” Fourth Amendment to Employment Agreement, is approved effective February 9, 2022.

ADOPTED by the City Council of the City of Santee, California, at a Regular Meeting thereof held this 9th day of February 2022, by the following roll call vote to wit:

AYES:

NOES:

ABSENT:

APPROVED:
_______________________
JOHN W. MINTO, MAYOR
ATTEST:
___________________________

ANNETTE ORTIZ, CMC, CITY CLERK
Attachment: Exhibit “A” – Fourth Amendment to Employment Agreement 60139.00002\32478830.1 11/1/19

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Fourth Amendment to Employment Agreement (“Fourth Amendment”) is made and entered into as of the ____ day of __________ 2022, by and between the City of Santee, a municipal corporation (“City”) and Marlene D. Best (“Employee”).

RECITALS

1. On or about February 18, 2016, City and Employee entered into an Employment Agreement whereby the City employed Employee as its City Manager, effective March 28, 2016 (“Employment Agreement”).

2. On or about September 7, 2017, City and Employee amended the Employment Agreement to increase Employee’s annual base salary and car allowance (“First Amendment”).

3. On or about March 1, 2019, City and Employee amended the Employment Agreement to remove the fixed term of employment in the Agreement (“Second Amendment”).

4. On or about November 13, 2019, City and Employee amended the Employment Agreement to provide an ongoing contribution to the City’s deferred compensation plan (“Third Amendment”).

5. On January 26, 2022, the City Council conducted Employee’s performance evaluation, and determined that it would leave all terms of the Employee’s Agreement, as amended, the same, except for consideration of increasing Employee’s vacation accrual.

6. It is the desire of the City Council to amend the Employment Agreement to continue to employ the services of Employee as its City Manager with the increased vacation accrual provided below.

NOW, THEREFORE, IN CONSIDERATION OF PERFORMANCE BY THE PARTIES

OF THE COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES AGREE TO AMEND THE EMPLOYMENT AGREEMENT AS FOLLOWS:

5. The Parties hereby amend Paragraph 3.a. Vacation of the Employment Agreement as follows:

Beginning the first pay period after execution of this Fourth Amendment to the Employment Agreement, Employee will accrue vacation at a rate of twenty-five working days per year, the maximum accrual rate for Executive Management. Employee shall be entitled to accrue vacation up to the cap established under City policy based on this accrual rate.

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
-2-
60139.00002\32478830.1 11/1/19

6. Except as amended in this Fourth Amendment and the First, Second and Third Amendments, the terms and conditions of the Employment Agreement remain the same.

IN WITNESS WHEREOF, City and Employee have signed and executed this Second Amendment as of the ___ day of February 2022.

CITY OF SANTEE
By:

John W. Minto, Mayor

EMPLOYEE
By:

Marlene D. Best, City Manager
APPROVED AS TO FORM:

By:

Shawn Hagerty, City Attorney

Santee City CouncilFebruary 9, 2022

Santee City Council
February 9, 2022